Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, initially filed with the Securities and Exchange Commission and SEDAR on November 9, 2023 (the "Original Form 10-Q"). This Form 10-Q/A amends and restates Items 1, 2, and 4 of Part I of the Original Form 10-Q which includes the Company's restated unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023 and related notes (the "Amended Form 10-Q"). In connection with the preparation of the Company's consolidated financial statements for the fiscal year ended December 31, 2023, the Company’s management identified an error related to its financial reporting process in connection with an intercompany consolidation of two wholly-owned subsidiaries and in the valuation of inventory, both resulting in an overstatement of inventory in the Original Form 10-Q. This error resulted in an overstatement of 'inventories, net' and 'accrued and other current liabilities' on the unaudited interim condensed consolidated balance sheet as of September 30, 2023, and an overstatement of 'income tax expense', and an understatement of 'cost and expenses applicable to revenues', on its unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2023. This error has no impact on the cash balance as of September 30, 2023 and results in no net change in cash flows for the nine months ended September 30, 2023, which is illustrated in further detail in Note 15 of the Financial Statements in Item 1 of Part I of this Amended Form 10-Q. The Company has made no attempt in this Quarterly Report on Form 10-Q/A to modify or update the disclosures presented in the Original Form 10-Q other than as noted in the previous paragraph. Except as noted above, this Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Original Report. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Company’s other filings with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Form 10-Q, including any amendments thereto. In accordance with Rule 12b-15 of the Securities and Exchange of Act of 1934, as amended (the "Exchange Act"), this Form 10-Q/A includes new certifications by the Company's Chief Executive Officer and Chief Financial Officer filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 10-Q/A. | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | IANTHUS CAPITAL HOLDINGS, INC. | |
Entity Central Index Key | 0001643154 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Securities Act File Number | 000-56228 | |
Entity Tax Identification Number | 98-1360810 | |
Entity Address, Address Line One | 214 King Street | |
Entity Address, City or Town | Suite 314 | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | M5H 3S6 | |
City Area Code | 646 | |
Local Phone Number | 518-9418 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Common Stock, Shares Outstanding | 6,510,526,890 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 15,104 | $ 14,336 |
Restricted cash | 70 | 70 |
Accounts receivable, net of allowance for doubtful accounts of $85 (December 31, 2022 - $87) | 4,850 | 3,999 |
Prepaid expenses | 2,497 | 2,215 |
Inventories, net | 27,571 | 29,800 |
Other current assets | 555 | 202 |
Current Assets | 50,647 | 50,622 |
Investments | 826 | 232 |
Property, plant and equipment, net | 95,668 | 103,320 |
Operating lease right-of-use assets, net | 26,377 | 28,399 |
Other long-term assets | 3,809 | 3,847 |
Intangible assets, net | 108,787 | 117,047 |
Total Assets | 286,114 | 303,467 |
Liabilities and Shareholders' (Deficit) Equity | ||
Accounts payable | 16,419 | 10,690 |
Accrued and other current liabilities | 93,998 | 74,036 |
Current portion of long-term debt, net of issuance costs | 15,136 | 51 |
Current portion of operating lease liabilities | 7,747 | 7,789 |
Current Liabilities | 133,300 | 92,566 |
Long-term debt, net of issuance costs | 145,416 | 147,261 |
Deferred income tax | 23,763 | 23,815 |
Long-term portion of operating lease liabilities | 27,274 | 28,836 |
Total Liabilities | 329,753 | 292,478 |
Commitments (Refer to Note 10) | ||
Shareholders' (Deficit) Equity | ||
Common shares - no par value. Authorized - unlimited number. 6,459,844 - issued and outstanding (December 31, 2022 - 6,403,289 - issued and outstanding) | 0 | 0 |
Additional paid-in capital | 1,265,310 | 1,262,012 |
Accumulated deficit | (1,308,949) | (1,251,023) |
Total Shareholders' (Deficit) Equity | (43,639) | 10,989 |
Total Liabilities and Shareholders' (Deficit) Equity | $ 286,114 | $ 303,467 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 85 | $ 87 |
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 6,459,844 | 6,403,289 |
Common Stock, Shares, Outstanding | 6,459,844 | 6,403,289 |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues, net of discounts | $ 42,890 | $ 39,371 | $ 118,358 | $ 125,642 |
Costs and expenses applicable to revenues (exclusive of depreciation and amortization expense shown separately below) | (29,542) | (23,190) | (71,108) | (67,301) |
Gross profit | 13,348 | 16,181 | 47,250 | 58,341 |
Operating expenses | ||||
Selling, general and administrative expenses | 18,917 | 23,220 | 58,997 | 104,756 |
Depreciation and amortization | 6,134 | 7,824 | 18,882 | 23,040 |
(Recoveries), write-downs and other charges, net | (69) | (1,139) | 467 | (928) |
Total operating expenses | 24,982 | 29,905 | 78,346 | 126,868 |
Loss from operations | (11,634) | (13,724) | (31,096) | (68,527) |
Interest and Other Income | 712 | 663 | 1,589 | 12,917 |
Interest expense | (4,014) | (3,455) | (11,648) | (15,142) |
Accretion expense | (994) | (1,020) | (2,946) | (2,561) |
Provision for debt obligation fee | 0 | 0 | 0 | (804) |
Loss on debt extinguishment (Refer to Note 5) | 0 | 0 | (1,288) | (316,577) |
Gains/(losses) from changes in fair value of financial instruments | 59 | (134) | 15 | (374) |
Loss before income taxes | (15,871) | (17,670) | (45,374) | (391,068) |
Income tax expense | 3,311 | 4,325 | 12,552 | 14,591 |
Net loss | $ (19,182) | $ (21,995) | $ (57,926) | $ (405,659) |
Net loss per share - basic | $ 0 | $ 0 | $ (0.01) | $ (0.17) |
Net loss per share - diluted | $ 0 | $ 0 | $ (0.01) | $ (0.17) |
Weighted average number of common shares outstanding - basic | 6,421,756 | 6,244,489 | 6,427,023 | 2,351,683 |
Weighted average number of common shares outstanding - diluted | 6,421,756 | 6,244,489 | 6,427,023 | 2,351,683 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Capital Stock [Member] | Shares to be Issued [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] |
Beginning balance, Shares at Dec. 31, 2021 | 171,718 | 1,531 | |||
Beginning balance at Dec. 31, 2021 | $ (23,639) | $ 776,462 | $ (801,632) | ||
Share-based compensation | 27,493 | 27,493 | |||
Share issuance - Recapitalization Transaction, Shares | 6,072,580 | ||||
Share issuance - Recapitalization Transaction | 455,443 | 455,443 | |||
Share issuance - MPX purchase option, shares | 408 | (1,500) | |||
Share issuance - MPX purchase option | 0 | 1,500 | |||
Net loss | (405,659) | (405,659) | |||
Ending balance, Shares at Sep. 30, 2022 | 6,244,706 | 31 | |||
Ending balance at Sep. 30, 2022 | 53,638 | 1,260,898 | (1,207,291) | ||
Beginning balance, Shares at Jun. 30, 2022 | 6,244,298 | 1,531 | |||
Beginning balance at Jun. 30, 2022 | 70,976 | 1,254,741 | (1,185,296) | ||
Share-based compensation | 4,657 | 4,657 | |||
Share issuance - MPX purchase option, shares | 408 | (1,500) | |||
Share issuance - MPX purchase option | 0 | 1,500 | |||
Net loss | (21,995) | (21,995) | |||
Ending balance, Shares at Sep. 30, 2022 | 6,244,706 | 31 | |||
Ending balance at Sep. 30, 2022 | 53,638 | 1,260,898 | (1,207,291) | ||
Beginning balance, Shares at Dec. 31, 2022 | 6,403,289 | ||||
Beginning balance at Dec. 31, 2022 | 10,989 | 1,262,012 | (1,251,023) | ||
Share-based compensation, shares | 72,252 | ||||
Share-based compensation | 3,555 | 3,555 | |||
Share settlement for taxes paid related to restricted stock units, shares | (15,697) | ||||
Share settlement for taxes paid related to restricted stock units | (257) | (257) | |||
Net loss | (57,926) | (57,926) | |||
Ending balance, Shares at Sep. 30, 2023 | 6,459,844 | ||||
Ending balance at Sep. 30, 2023 | (43,639) | 1,265,310 | (1,308,949) | ||
Beginning balance, Shares at Jun. 30, 2023 | 6,445,223 | ||||
Beginning balance at Jun. 30, 2023 | (24,904) | 1,264,863 | (1,289,767) | ||
Share-based compensation, shares | 19,439 | ||||
Share-based compensation | 473 | 473 | |||
Share settlement for taxes paid related to restricted stock units, shares | (4,818) | ||||
Share settlement for taxes paid related to restricted stock units | (26) | (26) | |||
Net loss | (19,182) | (19,182) | |||
Ending balance, Shares at Sep. 30, 2023 | 6,459,844 | ||||
Ending balance at Sep. 30, 2023 | $ (43,639) | $ 1,265,310 | $ (1,308,949) |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (57,926) | $ (405,659) |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||
Interest income | (4) | (83) |
Interest expense | 11,648 | 15,142 |
Accretion expense | 2,946 | 2,561 |
Provision for debt obligation fee | 0 | 804 |
Depreciation and amortization | 20,397 | 24,788 |
Write-downs, (recoveries) and other charges, net | 467 | (928) |
Inventory reserve | 814 | 0 |
Share-based compensation | 3,555 | 27,493 |
(Gains)/losses from changes in fair value of financial instruments | (15) | 374 |
Gain from nonmonetary consideration from acquisition (Refer to Note 4) | 0 | (10,460) |
Loss on debt extinguishment (Refer to Note 5) | 1,288 | 316,577 |
Change in operating assets and liabilities (Refer to Note 13) | 21,575 | 15,246 |
NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES | 4,745 | (14,145) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (2,488) | (5,764) |
Acquisition of other intangible assets | (2,404) | (108) |
Proceeds from sale of property, plant and equipment | 1,277 | 2,399 |
Issuance of related party promissory note | 0 | (92) |
Cash impact of deconsolidation of subsidiaries | (68) | 0 |
Purchase of subsidiaries, net of cash acquired | 0 | 4 |
NET CASH USED IN INVESTING ACTIVITIES | (3,683) | (3,561) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Repayment of debt | (37) | (347) |
Proceeds from issuance of debt | 0 | 24,250 |
Taxes paid related to net share settlement of restricted stock units | (257) | 0 |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (294) | 23,903 |
CASH AND RESTRICTED CASH: | ||
NET INCREASE IN CASH AND RESTRICTED CASH DURING THE PERIOD | 768 | 6,197 |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD (Refer to Note 13) | 14,406 | 16,578 |
CASH AND RESTRICTED CASH, END OF PERIOD (Refer to Note 13) | $ 15,174 | $ 22,775 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business (a) Description of Business iAnthus Capital Holdings, Inc. (“ICH”), together with its consolidated subsidiaries (the “Company”) was incorporated under the laws of British Columbia, Canada, on November 15, 2013. The Company is a vertically-integrated multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities in the United States. Through the Company’s subsidiaries, licenses, interests and contractual arrangements, the Company has the capacity to operate dispensaries and cultivation/processing facilities, and manufacture and distribute cannabis across the states in which the Company operates in the U.S. The Company’s registered office is located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7, Canada. The Company is listed on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “IAN” and on the OTCQB Tier of the OTC Markets Group Inc. under the symbol “ITHUF.” The Company’s business activities, and the business activities of its subsidiaries, which operate in jurisdictions where the use of marijuana has been legalized under state and local laws, currently are illegal under U.S. federal law. The U.S. Controlled Substances Act classifies marijuana as a Schedule I controlled substance. Any proceeding that may be brought against the Company could have a material adverse effect on the Company’s business plans, financial condition and results of operations. (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, therefore, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. 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 for the year ended December 31, 2022, included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 30, 2023. 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 periods presented. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported on the unaudited interim condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2023, or any other period. Except as otherwise stated, these unaudited interim condensed consolidated financial statements are presented in U.S. dollars. (c) Consummation of Recapitalization Transaction On June 24, 2022 (the “Closing Date”), the Company completed its previously announced recapitalization transaction (the “Recapitalization Transaction”) pursuant to the terms of the Restructuring Support Agreement (the “Restructuring Support Agreement”) dated July 10, 2020, as amended on June 15, 2021, by and among the Company, all of the holders (the “Secured Lenders”) of the 13.0 % senior secured convertible debentures (the “Secured Notes”) issued by iAnthus Capital Management, LLC (“ICM”), a wholly-owned subsidiary of the Company, and a majority of the holders (the “Consenting Unsecured Lenders”) of the Company’s 8.0 % unsecured convertible debentures (the “Unsecured Debentures”). Closing of the Recapitalization Transaction through an amended and restated plan of arrangement (the “Plan of Arrangement”) was subject to certain conditions, including: approval of the Secured Lenders, all of the holders (the “Unsecured Lenders” and together with the Secured Lenders, the “Lenders”) of the Unsecured Debentures and existing holders of our common shares, warrants and options; approval of the Plan of Arrangement by the Supreme Court of British Columbia (the "Court"); and the receipt of all necessary state regulatory approvals in which the Company operates that required approval; and approval by the Canadian Securities Exchange (collectively, the "Requisite Approvals"). All Requisite Approvals required to close the Recapitalization Transaction were satisfied, conditioned, or waived by the Company, the Secured Lenders and Consenting Unsecured Lenders on the Closing Date. Pursuant to the terms of the Restructuring Support Agreement, Gotham Green Admin 1, LLC as collateral agent (the “Collateral Agent”), the Secured Lenders and the Consenting Unsecured Lenders agreed to forbear from further exercising any rights or remedies in connection with any events of default that existed or may have existed in the future arising under any of the purchase agreements with respect to the Secured Notes and all other agreements delivered in connection therewith, the purchase agreements with respect to the Unsecured Debentures and all other agreements delivered in connection therewith and any other agreement to which the Collateral Agent, Secured Lenders, or Consenting Unsecured Lenders are a party to (collectively, the “Defaults”). As of the Closing Date, the Collateral Agent, Secured Lenders and Consenting Unsecured Lenders irrevocably waived all Defaults. In connection with the closing of the Recapitalization Transaction, the Company issued an aggregate of 6,072,580 common shares to the Secured Lenders and the Unsecured Lenders. Specifically, the Company issued 3,036,290 common shares (the “Secured Lender Shares”), or 48.625 % of the outstanding common shares of the Company, to the Secured Lenders and 3,036,290 common shares (the “Unsecured Lender Shares” and together with Secured Lender Shares, the “Shares”), or 48.625 % of the outstanding common shares of the Company, to the Unsecured Lenders. As of the Closing Date, there were 6,244,298 common shares of the Company issued and outstanding. As of the Closing Date, the then existing holders of the Company’s common shares collectively held 171,718 common shares, or 2.75 % of the outstanding common shares of the Company. As of the Closing Date, the outstanding principal amount of the Secured Notes (including the interim financing secured notes in the aggregate principal amount of approximately $ 14.7 million originally due on July 13, 2025 ) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) the June Secured Debentures (as defined below) in the aggregate principal amount of $ 99.7 million and (C) the June Unsecured Debentures (as defined below) in the aggregate principal amount of $ 5.0 million. Also, as of the Closing Date, the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) the June Unsecured Debentures in the aggregate principal amount of $ 15.0 million. Furthermore, all existing options and warrants to purchase common shares of the Company, including certain debenture warrants and exchange warrants previously issued to the Secured Lenders, the warrants previously issued in connection with the Unsecured Debentures and all other Affected Equity (as defined in the Plan of Arrangement), were cancelled and extinguished for no consideration. Secured Debenture Purchase Agreement In connection with the closing of the Recapitalization Transaction, the Company entered into a Third Amended and Restated Secured Debenture Purchase Agreement (the “Secured DPA”), dated as of June 24, 2022, with ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the New Secured Lenders 8.0 % secured debentures (the “June Secured Debentures”) in the aggregate principal amount of $ 99.7 million pursuant to the Plan of Arrangement. The June Secured Debentures accrue interest at a rate of 8.0 % per annum (increasing to 11.0 % upon the occurrence of an Event of Default (as defined in the Secured DPA)), are due on June 24, 2027 and may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date upon prior written notice to the New Secured Lenders without premium or penalty. Upon receipt of a Change of Control Notice (as defined in the Secured DPA), each New Secured Lender may provide notice to ICM to either (i) purchase the June Secured Debenture at a price equal to 103.0 % of the then outstanding principal amount together with interest accrued thereon (the “Offer Price”) or (ii) if the Change of Control Transaction (as defined in Secured DPA) results in a new issuer, or if the New Secured Lender desires that the June Secured Debenture remain unpaid and continue in effect after the closing of the Change of Control Transaction, convert or exchange the June Secured Debenture into a replacement debenture of the new issuer or ICM, as applicable, in the aggregate principal amount of the Offer Price on substantially equivalent terms to those terms contained in the June Secured Debenture. Notwithstanding the foregoing, if 90.0 % or more of the principal amount of all June Secured Debentures outstanding have been tendered for redemption on the date of the Change of Control Notice, ICM may, at its sole discretion, redeem all of the outstanding June Secured Debentures at the Offer Price. As security for the Obligations (as defined in the Secured DPA), ICM and the Company granted to the Collateral Agent, for the benefit of the New Secured Lenders, a security interest over all of their present and after acquired personal property. Pursuant to the Secured DPA, so long as Gotham Green Partners, LLC or any of its Affiliates (as defined in the Secured DPA) hold at least 50.0 % of the outstanding principal amount of June Secured Debentures, the Collateral Agent will have the right to appoint two non-voting observers to the Company’s board of directors (the "Board" or "Board of Directors"), each of which shall receive up to a maximum amount of $ 25 in any 12-month period for reasonable out-of-pocket expenses. In addition, pursuant to the Secured DPA, the New Secured Lenders purchased an additional $ 25.0 million of June Secured Debentures (the “Additional Secured Debentures”). Unsecured Debenture Purchase Agreement In connection with the closing of the Recapitalization Transaction, ICH, as guarantor of the Guaranteed Obligations (as defined in the Unsecured DPA (as defined herein)), entered into an Unsecured Debenture Purchase Agreement (the “Unsecured DPA”) dated as of June 24, 2022 with ICM, the Secured Lenders and the Consenting Unsecured Lenders pursuant to which ICM issued 8.0 % unsecured debentures (the “June Unsecured Debentures”) in the aggregate principal amount of $ 20.0 million pursuant to the Plan of Arrangement, including $ 5.0 million to the Secured Lenders and $ 15.0 million to the Unsecured Lenders. The June Unsecured Debentures accrue interest at a rate of 8.0 % per annum (increasing to 11.0 % upon the occurrence of an Event of Default (as defined in the Unsecured DPA)), are due on June 24, 2027 and may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date upon prior written notice to the Unsecured Lenders without premium or penalty. Upon receipt of a Change of Control Notice (as defined in the Unsecured DPA), each Unsecured Lender may provide notice to ICM to either (i) purchase the June Unsecured Debenture at a price equal to 103.0 % of the then outstanding principal amount together with interest accrued thereon (the “Unsecured Offer Price”) or (ii) if the Change of Control Transaction (as defined in Unsecured DPA) results in a new issuer, or if the Unsecured Lender desires that the June Unsecured Debenture remain unpaid and continue in effect after the closing of the Change of Control Transaction, convert or exchange the June Unsecured Debenture into a replacement debenture of the new issuer or ICM, as applicable, in the aggregate principal amount of the Unsecured Offer Price on substantially equivalent terms to those terms contained in the June Unsecured Debenture. Notwithstanding the foregoing, if 90.0 % or more of the principal amount of all June Unsecured Debentures outstanding have been tendered for redemption on the date of the Change of Control Notice, ICM may, at its sole discretion, redeem all of the outstanding June Unsecured Debentures at the Unsecured Offer Price. Pursuant to the Unsecured DPA, the Obligations (as defined in the Unsecured DPA) are subordinated in right of payment to the Senior Indebtedness (as defined in the Unsecured DPA). Refer to Note 5 for further discussion regarding the Recapitalization Transaction. (d) Going Concern These unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will be able to continue its operations and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the three and nine months ended September 30, 2023, the Company reported net losses of $ 19.2 million and $ 57.9 million, respectively, an operating cash inflow of $ 4.7 million for the nine months ended September 30, 2023, and an accumulated deficit of $ 1,308.9 million as of September 30, 2023. The closing of the Recapitalization Transaction resulted in lower interest rates on the June Secured Debentures and the $ 11.0 million senior secured bridge notes issued by iAnthus New Jersey, LLC (“INJ”) on February 2, 2021 (“Senior Secured Bridge Notes”) and allows interest to be paid-in-kind. As such, the Company believes it may continue to generate positive cash flows from operations in the near future. Notwithstanding the foregoing, the Company’s substantial losses and working capital deficiency cast substantial doubt on the Company’s ability to continue as a going concern for a period of no less than 12 months from the date of this report. These unaudited interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. (e) Basis of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of ICH together with its consolidated subsidiaries, except for subsidiaries which ICH has identified as variable interest entities where ICH is not the primary beneficiary. (f) Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for potential uncollectability of accounts receivable, provisions for inventory obsolescence; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. (g) Coronavirus Pandemic The Company may be impacted by business interruptions from pandemics and public health emergencies, including those related to the novel coronavirus, known as COVID-19 (“COVID-19”). In the event of an outbreak of infectious disease, a pandemic, or a similar public health threat, such as the outbreak of COVID-19, or a fear of any of the foregoing, the Company may take actions that alter its business operations as may be required by federal, state or local authorities’ guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers, shareholders, and stakeholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of the Company’s common shares. For example, COVID-19 previously resulted in temporary closures of some of the Company’s facilities; labor shortages; adverse impacts on the Company’s supply chain and distribution channels; and increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, a health epidemic, such as COVID-19, could negatively impact capital expenditures and overall economic activity in the impacted regions, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic continues to persist or if there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of its common shares. (h) Revision of Prior Period Financial Statements During the three months ended March 31, 2022, the Company determined that it had not appropriately recorded cost of inventory as of December 31, 2021. This resulted in an overstatement of the inventory balance, accrued and other current liabilities, income tax expense and accumulated deficit as of December 31, 2021, and an understatement of costs and expenses applicable to revenues for the year ended December 31, 2021. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. The effect of the adjustments on the line items within the Company’s unaudited interim condensed consolidated statements of changes in shareholders’ deficit for three and nine months ended September 30, 2022 is as follows: September 30, 2022 As reported Adjustment As revised Accumulated deficit – Balance January 1, 2022 $ ( 800,390 ) $ ( 1,242 ) $ ( 801,632 ) Total shareholders’ deficit – January 1, 2022 ( 22,397 ) ( 1,242 ) ( 23,639 ) |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 2 – Leases The Company mainly leases office space and cannabis cultivation, processing and retail dispensary space. Leases with an initial term of less than 12 months are not recorded on the unaudited interim condensed consolidated balance sheets. The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of future minimum lease payments over the lease term at commencement date and lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The Company has determined that it was reasonably certain that the renewal options on the majority of its cannabis cultivation, processing and retail dispensary space would be exercised based on operating history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the parent company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company. These intercompany subleases are eliminated on consolidation and have lease terms ranging from less than one year to 15 years. Maturities of lease liabilities for operating leases as of September 30, 2023, were as follows: Operating Leases 2024 $ 7,747 2025 7,869 2026 7,825 2027 7,246 2028 7,143 Thereafter 48,668 Total lease payments $ 86,498 Less: interest expense ( 51,477 ) Present value of lease liabilities $ 35,021 Weighted-average remaining lease term (years) 10.5 Weighted-average discount rate 20 % For the three and nine months ended September 30, 2023, the Company recorded operating lease expenses of $ 2.3 million and $ 6.8 million, respectively (September 30, 2022 —$ 2.4 million and $ 7.1 million, respectively), which are included in costs and expenses applicable to revenues and selling, general and administrative expenses on the unaudited interim condensed consolidated statements of operations. The Company has entered into multiple sublease agreements pursuant to which it serves as lessor to the sublessees. The gross rental income and underlying lease expense are presented gross on the Company’s unaudited interim condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company recorded sublease income of $ 0.2 million and $ 0.7 million, respectively (September 30, 2022 – $ 0.2 million and $ 0.7 million, respectively), which is included in other income on the unaudited interim condensed consolidated statements of operations. Supplemental balance sheet information related to leases are as follows: September 30, December 31, Balance Sheet Information Classification 2023 2022 Operating right-of-use assets, net Operating leases $ 26,377 $ 28,399 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,747 $ 7,789 Long-term portion of operating lease liabilities Operating leases 27,274 28,836 Total $ 35,021 $ 36,625 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 - Inventories, net Inventories are comprised of the following items: September 30, December 31, 2023 2022 (Restated) (Audited) Supplies $ 4,111 $ 7,018 Raw materials 10,522 8,903 Work in process 5,369 5,807 Finished goods 8,135 8,703 Inventory reserve ( 566 ) ( 631 ) Total $ 27,571 $ 29,800 Inventories are written down for any obsolescence or when the net realizable value considering future events and conditions is less than the carrying value. For the three and nine months ended September 30, 2023 , the Company recorded $ Nil and $ 0.9 million, respectively ( September 30, 2022 – $ Nil and $ 0.5 million, respectively), related to spoiled inventory in costs and expenses applicable to revenues on the unaudited interim condensed consolidated statements of operations. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4 – Acquisitions Acquisition of MPX New Jersey LLC On February 1, 2022, the Company’s wholly-owned subsidiary, INJ, closed on its acquisition of MPX New Jersey LLC (“MPX NJ”), a New Jersey-based entity with a New Jersey medical cannabis permit and, as of April 13, 2023, an expanded cannabis permit to allow for certain adult-use operations. The acquisition consisted of INJ exercising its right to convert the principal balance of a loan and accrued interest owed pursuant to its loan agreement of $ 4.6 million into a 99 % equity interest in MPX NJ. In addition, pursuant to an option agreement, INJ exercised its option to acquire the remaining 1 % of MPX NJ for nominal consideration. The transaction with MPX NJ is a related party transaction due to the fact that Elizabeth Stavola, a former officer and director of the Company, is a former officer, director and majority owner of MPX NJ. This transaction was treated as an asset acquisition under U.S. GAAP as substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired cultivation, production and retail licenses recognized as intangible assets in the table below. The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed: Consideration Cash $ 1 Settlement of pre-existing relationships 19,193 Fair value of consideration $ 19,194 Assets acquired and liabilities assumed Cash $ 5 Fixed assets 100 Other non-current assets 15 Intangible assets 19,100 Accounts payable ( 15 ) Accrued and other current liabilities ( 11 ) Net assets acquired $ 19,194 The Company has determined that this acquisition is an asset acquisition under ASC 805 Business Combinations whereby the total consideration is allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. The Company determined the fair value of the net identifiable assets received from the asset acquisition was a more reliable measurement of the assets exchanged as part of this asset acquisition. The Company concluded that the consideration included a nonmonetary component of $ 14.5 million as noncash consideration exchanged for the net identifiable assets received from MPX NJ. The related tax impact of $ 4.1 million was netted against this gain. As a result, the Company recorded a $ 10.5 million gain within other income on the unaudited interim condensed consolidated statements of operations for the nine months ended September 30, 2022. Operating results have been included in these unaudited interim condensed consolidated financial statements from the date of the acquisition. Supplemental pro forma financial information has not been presented as the impact was not material to the Company’s unaudited interim condensed consolidated financial statements. The Company recorded acquisition costs of $ Nil and $ 0.3 million within selling, general and administrative expenses on the unaudited interim condensed consolidated statements of operations for the nine months ended September 30, 2023 and 2022 , respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 5 - Long-Term Debt As discussed in Note 1(c), the Company consummated the Recapitalization Agreement with the Secured Lenders and the Unsecured Lenders on the Closing Date, at which time the Company issued the Shares as well as the June Secured Debentures and June Unsecured Debentures in the aggregate principal amount of $ 119.7 million in exchange for the full satisfaction of the Secured Notes, Unsecured Debentures and the accrued interest and accrued fee obligations in the aggregate amount of $ 238.2 million. Upon the consummation of the Recapitalization Transaction and as of the Closing Date, all existing Defaults under the Secured Notes and Unsecured Debentures were waived. As a result of the consummation of the Recapitalization Agreement, as of the Closing Date, the Secured Lenders and the Unsecured Lenders owned, in the aggregate, 97.25 % of the Company’s common shares. Background of Recapitalization Transaction On March 31, 2020, the Company did not make interest payments due to the Secured Lenders and the Unsecured Lenders. Through June 24, 2022, the Company had been in default on the Secured Notes and Unsecured Debentures, which, as of June 24, 2022, consisted of $ 97.5 million and $ 60.0 million of principal amount and $ 38.5 million and $ 11.9 million in accrued interest, respectively. In addition, as a result of the default, the Company had accrued additional fees and interest of $ 16.2 million in excess of the aforementioned amounts. As a result of the March 31, 2020 default, the Board of Directors formed a special committee comprised of the Company’s then five independent, non-management directors (the “Special Committee”) to, among other matters, explore and consider strategic alternatives available to the Company in light of the prospective liquidity requirements of the Company, the condition of the capital markets affecting companies in the cannabis industry, and the rapid change in the state of the economy and capital markets generally caused by COVID-19, including, but not limited to: • renegotiation of existing financing arrangements and other material contracts, including any amendments, waivers, extensions or similar agreements with the Lenders and/or stakeholders of ICH and/or its subsidiaries that the Special Committee determined to be in the best interest of ICH and/or its subsidiaries; • managing available sources of capital, including equity investments or debt financing or refinancing and the terms thereof; • implementing the operational and financial restructuring of ICH and its subsidiaries and their respective businesses, assets and licensure and other rights; and • implementing other potential strategic transactions. The Special Committee engaged Canaccord Genuity Corp. as its financial advisor to assist it in analyzing various strategic alternatives to address its capital structure and liquidity challenges. On June 22, 2020, the Company received notice from the Collateral Agent, as collateral agent holding security for the benefit of the Secured Lenders, with a demand for repayment (the “Demand Letter”) under the Amended and Restated Secured Debenture Purchase Agreement dated October 10, 2019 (the “Secured Notes Purchase Agreement”) of the entire principal amount of the Secured Notes, together with interest, fees, costs and other allowable charges that had accrued or might accrue in accordance with the Secured Notes Purchase Agreement and the other Transaction Agreements (as defined in the Secured Notes Purchase Agreement). The Collateral Agent also concurrently provided the Company with a Notice of Intention to Enforce Security under section 244 of the Bankruptcy and Insolvency Act (Canada). On July 10, 2020, ICH and certain of its subsidiaries entered into the Restructuring Support Agreement with the Secured Lenders and the Consenting Unsecured Lenders to affect the Recapitalization Transaction. Under the Restructuring Support Agreement, certain of the Secured Lenders agreed to provide interim financing in the amount of $ 14.7 million (the “Tranche Four Secured Notes”). Subject to compliance with the Restructuring Support Agreement, the Secured Lenders and the Consenting Unsecured Lenders agreed to forbear from further exercising any rights or remedies in connection with any Defaults. Consummation of the Recapitalization Transaction through the Plan of Arrangement was subject to certain conditions, including obtaining the Requisite Approvals. All Requisite Approvals required to consummate the Recapitalization Transaction were satisfied, conditioned, or waived by the Company, Secured Lenders and Consenting Unsecured Lenders, for purposes of closing the Recapitalization Transaction on the Closing Date. The following table summarizes long term debt outstanding as of September 30, 2023: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2023 $ 13,852 $ 90,273 $ 26,067 $ 16,175 $ 945 $ 147,312 Fair value of financial 15,019 6,437 1,614 1,291 — 24,361 Accretion of balance 99 2,151 — 696 — 2,946 Debt extinguishment ( 13,886 ) — — — — ( 13,886 ) Deconsolidation — — — — ( 144 ) ( 144 ) Repayment — — — — ( 37 ) ( 37 ) As of September 30, 2023 $ 15,084 $ 98,861 $ 27,681 $ 18,162 $ 764 $ 160,552 Accounting for the Recapitalization Transaction On the Closing Date, the Company completed its previously announced Recapitalization Transaction pursuant to the terms of the Restructuring Support Agreement. The Recapitalization Transaction closed pursuant to the terms of the Plan of Arrangement under the Business Corporations Act (British Columbia) approved by the Court. In accordance with debt extinguishment accounting rules outlined in ASC 470-50, Debt-Modifications and Extinguishments, (“ASC 470”), the Company recorded a loss on extinguishment of debt of $ 316.6 million on the Closing Date. In connection with the extinguishment in the aggregate amount of $ 238.2 million, the Company issued new debt in the principal amount of $ 119.7 million, which was recorded at fair value of $ 99.4 million and 6,072,580 common shares in the amount of $ 455.4 million issued which were valued based upon the closing price of the Company’s common shares on the Closing Date. On the Closing Date, the Company fully amortized the debt discount costs related to the old debt that was extinguished. As of September 30, 2023 , the total and unamortized debt discount costs related to new debt were $ 20.4 million and $ 15.6 million, respectively ( December 31, 2022 — $ 20.3 million and $ 18.4 million, respectively). As of September 30, 2023 , the total and unamortized debt issuance costs related to debts that were not part of the Recapitalization Transaction were $ 0.7 million and $ Nil , respectively ( December 31, 2022 —$ 0.7 million and less than $ 0.1 million, respectively). As of September 30, 2023 , the total interest accrued on both current and long-term debt was $ Nil ( December 31, 2022 - $ Nil ). As of the Closing Date, the total accrued interest of $ 56.3 million was extinguished and settled in full as part of the Recapitalization Transaction. (a) Secured Notes Tranche One On May 14, 2018, the Company issued $ 40.0 million secured notes (the “Tranche One Secured Notes”) with a maturity date of May 14, 2021 . The principal amount of such notes along with accrued interest at the default rate of 16.0 % per annum were extinguished on June 24, 2022 in connection with the closing of the Recapitalization Transaction. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 3.2 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. As of June 24, 2022, immediately prior to the consummation of the Recapitalization Transaction, the Company was not in compliance with the market value test, and the Company did not make interest payments, and therefore was in breach of a financial covenant with respect to the Tranche One Secured Notes, Tranche Two Secured Notes (as defined herein), and Tranche Three Secured Notes (as defined herein). Furthermore, the Company was in default on its Secured Notes as of March 31, 2020, and as a result, an event of default occurred on April 4, 2020. This default was triggered on the Company’s long-term debt, which, as of June 24, 2022, consisted of $ 97.5 million and $ 60.0 million of principal amount and $ 38.5 million and $ 11.9 million in accrued interest on the Secured Notes and the Unsecured Debentures, respectively. Furthermore, the Company also became obligated to pay an exit fee (the “Exit Fee”) of $ 10.3 million that accrues interest at a rate of 16 % annually in relation to the Secured Notes. As a result of the default and through June 24, 2022, the Company classified the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes as current liabilities on the unaudited interim condensed consolidated balance sheets. As of June 24, 2022, this debt, related accrued interest and fees were fully satisfied pursuant to the terms of the Restructuring Support Agreement and no default existed with respect to the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 – $ Nil and $ 0.8 million, respectively), was recorded in relation to the Exit Fee on the unaudited interim condensed consolidated statements of operations. As of June 24, 2022, the aggregate Exit Fee obligation of $ 16.2 million was satisfied in connection with the closing of the Recapitalization Transaction, which was comprised of an aggregate of $ 10.3 million in principal amount and $ 5.9 million in accrued interest. Tranche Two On September 30, 2019, the Company issued an additional $ 20.0 million of secured notes (the “Tranche Two Secured Notes”). The Tranche Two Secured Notes accrued interest at 13.0 % per annum and had an original maturity date of May 14, 2021 . The principal amount of such notes along with accrued interest at the default rate of 16.0 % per annum were extinguished on June 24, 2022 in connection with the closing of the Recapitalization Transaction. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 1.6 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes were also applicable to the Tranche Two Secured Notes. As of June 24, 2022, this debt, related accrued interest and fees were fully satisfied pursuant to the terms of the Restructuring Support Agreement and no default existed with respect to the Tranche Two Secured Notes. Tranche Three On December 20, 2019, the Company issued an additional $ 36.2 million of secured notes (the “Tranche Three Secured Notes”). The Tranche Three Secured Notes accrued interest at 13.0 % per annum and had an original maturity date of May 14, 2021 . The principal amount of such notes along with accrued interest at the default rate of 16.0 % per annum were extinguished on June 24, 2022 in connection with the closing of the Recapitalization Transaction. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 2.8 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes and Tranche Two Secured Notes were also applicable to Tranche Three Secured Notes. As of June 24, 2022, this debt, related accrued interest and fees were fully satisfied pursuant to the terms of the Restructuring Support Agreement and no default existed with respect to the Tranche Three Secured Notes. Tranche Four On July 13, 2020, as part of the Recapitalization Transaction, the Company issued an additional $ 14.7 million as Tranche Four Secured Notes which accrued interest at 8.0 % per annum and had an original maturity date of July 13, 2025 . On June 24, 2022, the terms of the Tranche Four Secured Notes were materially modified pursuant to the Restructuring Support Agreement and as such, were considered to be extinguished in connection with the closing of the Recapitalization Transaction. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 0.7 million, respectively), and accretion expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 0.2 million, respectively), were recorded on the unaudited interim condensed consolidated statements of operations. iAnthus New Jersey, LLC Senior Secured Bridge Notes On February 2, 2021, INJ issued an aggregate of $ 11.0 million of Senior Secured Bridge Notes which mature on the earlier of (i) February 2, 2023 , (ii) the date on which the Company closes a Qualified Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The Senior Secured Bridge Notes initially accrued interest at a rate of 14.0 % per annum, decreasing to 8.0 % upon the closing of the Recapitalization Transaction (increasing to 25.0 % per annum in the event of default). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the Company of not less than $ 10 million from the subscription of the Company’s securities, including, but not limited to, a private placement or rights offering. On February 2, 2023, the Company and INJ entered into an amendment (the “Amendment”) to the Senior Secured Bridge Notes with all of the holders of the Senior Secured Bridge Notes. Pursuant to the Amendment, the maturity date of the Senior Secured Bridge Notes was extended until February 2, 2024 , the interest on the principal amount outstanding was increased to a rate of 12.0 % per annum, and an amendment fee equal to 10.0 % of the principal amount outstanding of the Senior Secured Bridge Notes as of February 2, 2023 or $ 1.4 million in the aggregate, was added to such notes such that it will become due and payable on the extended maturity date. In accordance with debt extinguishment accounting guidance outlined in ASC 470, the terms of the Senior Secured Bridge Notes were materially modified pursuant to the Amendment and as such, the Company recorded a loss on debt extinguishment of $ Nil and $ 1.3 million, respectively on the unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2023. The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the fair value of $13.8 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being March 31, 2023) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the three and nine months ended September 30, 2023 , interest expense of $ 0.4 million and $ 1.2 million, respectively ( September 30, 2022 - $ 0.3 million and $ 1.1 million, respectively), and accretion expense of less than $ 0.1 million and $ 0.1 million, respectively ( September 30, 2022 - $ 0.1 million and $ 0.3 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. ICH provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes, and the Company is in compliance with the terms of the Senior Secured Bridge Notes as of September 30, 2023. The Senior Secured Bridge Notes are classified as current liabilities on the unaudited interim condensed consolidated balance sheets as they are due on February 2, 2024. Certain of the Secured Lenders, including Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0 % of the outstanding common shares of the Company upon closing of the Recapitalization Transaction. As principal owners of the Company, these lenders are considered to be related parties. (b) March 2019 Debentures On March 18, 2019, the Company completed a private placement of $ 35.0 million of unsecured convertible debentures (the “March 2019 Debentures”) and corresponding warrants to purchase 2,177,291 common shares of the Company at an exercise price of $ 6.43 per share (“March 2019 Equity Warrants”). All of the March 2019 Equity Warrants expired on March 15, 2022. The March 2019 Debentures accrued interest at a rate of 8.0 %, per annum, payable quarterly on the last business day of each fiscal quarter, beginning on March 31, 2019. Interest was to be paid in cash, shares, or a combination of cash and shares, up to 50.0 %, at the Company’s election. The March 2019 Debentures would have matured on March 15, 2023 ; however, on June 24, 2022, the outstanding principal of March 2019 Debentures along with related accrued interest and applicable fees were extinguished as part of the closing of the Recapitalization Transaction. For the three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 1.4 million, respectively), and accretion expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 0.7 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The terms of the March 2019 Debentures imposed certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to incur certain additional indebtedness at the subsidiary level. As of June 24, 2022, immediately prior to the consummation of the Recapitalization Transaction, the Company was in default on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the March 2019 Debentures. As a result of this default, the Company classified the debt as a current liability on the unaudited interim condensed consolidated balance sheets as the March 2019 Debentures were due on demand. As of June 24, 2022, this debt, related accrued interest and fees were fully satisfied pursuant to the terms of the Restructuring Support Agreement and no default existed with respect to the March 2019 Debentures. (c) May 2019 Debentures On May 2, 2019, the Company completed a private placement of $ 25.0 million of unsecured convertible debentures (the “May 2019 Debentures”) and corresponding warrants to purchase 1,555,207 common shares of the Company at an exercise price of $ 6.43 per common share (“May 2019 Equity Warrants”). All of the May 2019 Equity Warrants expired on March 15, 2022 . The May 2019 Debentures accrued interest at a rate of 8.0 %, per annum, payable quarterly on the last business day of each fiscal quarter, beginning on June 30, 2019. Interest was to be paid in cash, shares, or a combination of cash and shares, up to 50.0 %, at the Company’s election. The May 2019 Debentures would have matured on March 15, 2023 ; however, on June 24, 2022, the outstanding principal of May 2019 Debentures along with related accrued interest and applicable fees were extinguished as part of the closing of the Recapitalization Transaction. For three and nine months ended September 30, 2023 , interest expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 1.0 million, respectively), and accretion expense of $ Nil and $ Nil , respectively ( September 30, 2022 - $ Nil and $ 0.4 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The terms of the May 2019 Debentures imposed certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to incur certain additional indebtedness at the subsidiary level. As of June 24, 2022, immediately prior to the consummation of the Recapitalization Transaction, the Company was in default on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the May 2019 Debentures. Further, as a result of this default, the Company classified the debt as a current liability on the unaudited interim condensed consolidated balance sheets as the May 2019 Debentures were due on demand. As of June 24, 2022, this debt, related accrued interest and fees were fully satisfied pursuant to the terms of the Restructuring Support Agreement and no default existed with respect to the May 2019 Debentures. (d) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured DPA, pursuant to which ICM issued the June Secured Debentures in the aggregate principal amount of $ 99.7 million which accrue interest at the rate of 8.0 % per annum increasing to 11.0 % per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027 . The June Secured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the New Secured Lenders without premium or penalty. The host debt, classified as a liability using the guidance of ASC 470, was recognized at the fair value of $84.5 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the three and nine months ended September 30, 2023 , interest expense of $ 2.2 million and $ 6.4 million, respectively ( September 30, 2022 - $ 2.1 million and $ 2.2 million, respectively), and accretion expense of $ 0.7 million and $ 2.2 million, respectively ( September 30, 2022 - $ 0.7 million and $ 0.8 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The June Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test and ICM is in compliance with the terms of the June Secured Debentures as of September 30, 2023. The June Secured Debentures are classified as long-term liabilities on the unaudited interim condensed consolidated balance sheets. Certain of the New Secured Lenders that hold the June Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., L.P., and Parallax Master Fund, LP, held greater than 5.0 % of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties. (e) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured DPA, pursuant to which ICM issued June Unsecured Debentures in the aggregate principal amount of $ 20.0 million which accrue interest at the rate of 8.0 % per annum increasing to 11.0 % per annum upon the occurrence of an Event of Default (as defined in the Unsecured DPA), with a maturity date of June 24, 2027 . The June Unsecured Debentures may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date of the Recapitalization Transaction upon prior written notice to the Unsecured Lender without premium or penalty. The host debt, classified as a liability using the guidance of ASC 470, was recognized at the fair value of $14.9 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the three and nine months ended September 30, 2023 , interest expense of $ 0.4 million and $ 1.3 million, respectively ( September 30, 2022 - $ 0.4 million and $ 0.4 million, respectively), and accretion expense of $ 0.2 million and $ 0.7 million, respectively ( September 30, 2022 - $ 0.2 million and $ 0.2 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The terms of the Unsecured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The terms of the Unsecured DPA do not have any financial covenants or market value test, and ICM is in compliance with the terms of the June Unsecured Debentures as of September 30, 2023. The June Unsecured Debentures are classified as long-term liabilities on the unaudited interim condensed consolidated balance sheets. Certain of the Secured Lenders and Consenting Unsecured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Gotham Green Credit Partners SPV 1, L.P., Gotham Green Partners SPV V, L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP, Parallax Master Fund, L.P. and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0 % of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the Consenting Unsecured Lenders are considered to be related parties. (f) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued the Additional Secured Debentures on June 24, 2022 in the aggregate principal amount of $ 25.0 million which accrue interest at the rate of 8.0 % per annum increasing to 11.0 % per annum upon the occurrence of an Event of Default (as defined in the Secured DPA), with a maturity date of June 24, 2027 . The host debt, classified as a liability using the guidance of ASC 470, was recognized at the fair value of $ 25.0 million. Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being June 30, 2022) and such amount thereafter becoming part of the principal amount, which will accrue additional interest. Interest paid in kind will be payable on the date when all of the principal amount is due and payable. For the three and nine months ended September 30, 2023 , interest expense of $ 0.6 million and $ 1.6 million, respectively ( September 30, 2022 — $ 0.5 million and $ 0.5 million, respectively), was recorded on the unaudited interim condensed consolidated statements of operations. The terms of the Secured DPA impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The Additional Secured Debentures are secured by all current and future assets of the Company and ICM. The terms of the Secured DPAs do not have any financial covenants or market value test, and ICM is in compliance with the terms of the Additional Secured Debentures as of September 30, 2023. The Additional Secured Debentures are classified as long-term liabilities on the unaudited interim condensed consolidated balance sheets. Certain of the New Secured Lenders that hold Additional Secured Debentures, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investments II Master Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, held greater than 5.0 % of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction. As principal owners of the Company, certain of the New Secured Lenders are considered to be related parties. |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share Capital | Note 6 - Share Capital (a) Share Capital Authorized: Unlimited common shares. The shares have no par value. The Company’s common shares are voting and dividend-paying. The following is a summary of the common share issuances for the nine months ended September 30, 2023: • On January 3, 2023, the Company issued common shares totaling 15,628 for vested restricted stock units, out of which the Company withheld 7,776 shares to satisfy employees’ tax obligations with respect thereto of $ 0.2 million. • On March 3, 2023, the Company issued common shares totaling 27,930 for vested restricted stock units. • On April 20, 2023, the Company issued common shares totaling 9,255 for vested restricted stock units, out of which the Company withheld 3,103 shares to satisfy employees’ tax obligations with respect thereto of less than $ 0.1 million. • On July 6, 2023, the Company issued common shares totaling 19,439 for vested restricted stock units, out of which the Company withheld 4,81 8 shares to satisfy employees’ tax obligations with respect thereto of less than $ 0.1 million. The following is a summary of the common share issuances for the nine months ended September 30, 2022: • On June 24, 2022, an aggregate of 6,072,580 common shares were issued to the Secured Lenders and Unsecured Lenders in connection with the closing of the Recapitalization Transaction. • On August 18, 2022, 408 common shares were issued to settle shares to be issued with regards to purchase options assumed by the Company on February 5, 2019 as part of MPX Acquisition. (b) Warrants The following table summarizes certain information in respect of the Company’s warrants: September 30, 2023 December 31, 2022 Units Weighted Average Exercise Price (C$) Units Weighted Average Exercise Price (C$) Warrants outstanding, beginning — $ — 22,640 $ 3.56 Forfeited — — ( 17,955 ) 2.52 Expired — — ( 4,685 ) 7.53 Warrants outstanding, ending — $ — — $ — As per the terms of the Restructuring Support Agreement, all outstanding warrants were forfeited as of the Closing Date of the Recapitalization Transaction, and warrants classified as derivative liabilities were revalued to $ Nil as of December 31, 2022. The Company recognized revaluation gain of $ Nil and $ Nil , respectively for the three and nine months ended September 30, 2023 (September 30, 2022 $ Nil and less than $ 0.1 million, respectively) on the unaudited interim condensed consolidated statements of operations. (c) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Common share options 7,877 7,877 Restricted stock units 337,115 173,230 Total 344,992 181,107 (d) Stock Options All existing options (the “Original Awards”) to purchase common shares of the Company issued to officers were cancelled and extinguished for no consideration on the date of closing the Recapitalization Transaction. On September 19, 2022, the Board awarded stock options to two officers of the Company as replacement awards for the Original Awards under the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018. The Original Awards were cancelled on June 24, 2022, as part of the Recapitalization Transaction, and the new stock options were granted on September 19, 2022 (the “Replacement Stock Options”). As the fair value of the Original Awards was $ Nil on the modification date, the incremental compensation cost recognized is equal to the fair value of the Replacement Stock Options on the modification date, which shall be recognized over the remaining requisite service period. The Replacement Stock Options granted vested fully after the three-year grant period ended on July 10, 2023. Accordingly, the unrecognized compensation cost is $ Nil , having been amortized on a straight-line basis over the weighted average requisite service period of three years . Share-based compensation expense related to stock options for the three and nine months ended September 30, 2023 was less than $ 0.1 million and less than $ 0.1 million, respectively (September 30, 2022 - $ 0.2 million and $ 2.0 million, respectively), and is presented in selling, general and administrative expenses on the unaudited interim condensed consolidated statements of operations. The following table summarizes certain information in respect of option activity during the period: . Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Units Weighted Average (1) Weighted Average Contractual Life Units Weighted Average (1) Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 7.78 10,504 $ 3.65 — Granted — — — 7,877 0.05 — Cancellations — — — ( 7,111 ) 3.48 — Forfeitures — — — ( 3,152 ) 4.33 — Expirations — — — ( 241 ) 0.89 — Options outstanding, ending (2) 7,877 $ 0.05 6.78 7,877 $ 0.05 7.78 (1) The Original Awards are d enominated in Canadian dollars. Exercise prices have been converted to U.S. dollar equivalents using an exchange rate of CAD $ 1.352 to $ 1.00 as of September 30, 2023 . (2) As of September 30, 2023 , 7,877 of the stock options outstanding were exercisable (December 31, 2022 - 6,564 ). The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following assumptions: September 30, 2023 December 31, 2022 Risk-free interest rate — 3.8 % Expected dividend yield — 0.0 % Expected volatility — 128.6 % Expected life — 4.3 years The expected volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. In accordance with SAB Topic 14, the Company uses the simplified method for estimating the expected term. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14. The risk-free rate was based on the United States bond yield rate at the time of grant of the award. Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. (e) Restricted Stock Units On December 31, 2021, the Board approved a long-term incentive program, pursuant to which, on July 26, 2022, the Company issued certain employees of the Company and its subsidiaries, restricted stock units (“RSUs”), under the Company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. The allocation of RSUs was contingent on the closing of the Recapitalization Transaction and was subject to approval of the Canadian Securities Exchange and the Board. On December 31, 2021 and June 23, 2022, the Board approved the allocation of 363,921 and 26,881 RSUs, respectively, to Board members, directors, officers, and key employees of the Company. The RSUs granted by the Company vest upon the satisfaction of both a service-based condition of three years and a liquidity condition, the latter of which was not satisfied until the closing of the Recapitalization Transaction. As the liquidity condition was not satisfied until the closing of the Recapitalization Transaction, in prior periods, the Company had not recorded any expense related to the grant of RSUs. Share-based compensation expense in relation to the RSUs is recognized using the graded vesting method, in which compensation costs for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. The fair value of the RSUs is determined using the Company’s closing stock price on the grant date. Certain RSU recipients were also holders of the Original Awards, which were cancelled upon closing the Recapitalization Transaction. The RSUs granted to these employees have been treated as replacement awards (the “Replacement RSUs”) and are accounted for as a modification to the Original Awards. As the fair value of the Original Awards was $ Nil on the modification dates, the incremental compensation cost recognized is equal to the fair value of the Replacement RSUs on the modification date, which shall be recognized over the remaining requisite service period. On September 19, 2022, the Board awarded 27,108 RSUs to four Board members. Of the RSUs awarded, 7,843 were fully vested on issuance and 19,265 vested over a one-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On November 23, 2022, the Board awarded 7,317 RSUs to an officer of the Company, which shall vest over a three-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On December 8, 2022, the Board awarded 27,930 RSUs to Julius Kalcevich, a former officer of the Company, for compensation owed under section 4(g) of Mr. Kalcevich’s employment agreement (refer to Note 12). The fair value of the RSUs was determined on the grant date and the award was fully vested upon issuance. On December 23, 2022, the Board awarded 21,400 RSUs to key employees of the Company, which shall vest over a three-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On May 17, 2023, the Board awarded 25,977 RSUs to employees and one Board member. Of the RSUs awarded, 5,587 were fully vested on issuance and 20,391 shall vest over a period of one to three years . The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On June 27, 2023, the Board awarded 12,950 RSUs to an employee. The RSUs shall vest over a period of three years . The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. On August 31, 2023, the Board awarded 207,194 RSUs to two officers. The RSUs shall vest over a period of three years . The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. During the three and nine months ended September 30, 2023 , the Company recognized $ 0.5 million and $ 3.5 million, respectively of share-based compensation expense associated with the RSUs ( September 30, 2022 —$ 4.4 million and $ 25.5 million, respectively). Share-based compensation expense is presented in selling, general and administrative expenses on the unaudited interim condensed consolidated statements of operations. As of September 30, 2023 , there was approximately $ 4.5 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of 2.69 years. The following table summarizes certain information in respect of RSU activity during the period: Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Units Weighted (1) Units Weighted (1) Unvested balance, beginning 129,671 $ 0.07 — $ — Granted 246,121 0.02 474,557 0.08 Vested ( 97,932 ) 0.08 ( 263,155 ) 0.09 Forfeited ( 9,983 ) 0.07 ( 81,731 ) 0.10 Unvested balance, ending 267,877 $ 0.02 129,671 $ 0.07 (1) Weighted average grant price is presented in U.S. dollars for the nine months ended September 30, 2023 , as compared to previously issued financial statements, which present this figure in Canadian dollars. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 - Income Taxes The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Loss before income taxes $ ( 15,871 ) $ ( 17,670 ) $ ( 45,374 ) $ ( 391,068 ) Income tax expense 3,311 4,325 12,552 14,591 Effective tax rate - 20.9 % - 24.5 % - 27.7 % - 3.7 % For the three and nine months ended September 30, 2023, the Company recorded interest and penalties on unpaid income taxes of $ 3.1 million and $ 7.4 million, resp ectively (September 30, 2022 - $ Nil and $ 0.1 million, respectively). The effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21.0 % primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets of both cultivator and non-cultivator entities. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. Similarly, where control of a corporation has been acquired by a person or group of persons, subsection 111(5) of the Income Tax Act (Canada), and equivalent provincial income tax legislation restrict the corporation’s ability to carry forward non-capital losses from preceding taxation years. The Company concluded that the Recapitalization Transaction which closed on June 24, 2022 did not qualify as an acquisition of control for Canadian tax purposes; therefore, the Company’s existing Canadian non-capital losses are unlimited and continue to have a full valuation allowance set against its deferred tax assets. The U.S. NOLs will be subject to a substantial annual limitation arising from the Company’s ownership changes. As a result, a full valuation allowance has been recorded by the Company on these deferred tax assets as well as any Section 163(j) interest limitation deduction carryforwards. The Section 382 limitation is increased by recognized built-in gain (“RBIG”) in the five year period following the change date to the extent that the value of the loss corporation’s assets exceed the tax basis of these assets. Under the Section 338 approach, assets are treated as generating RBIG even if these assets are not disposed of during the five year recognition period. The Company is in the process of reviewing the tax basis of their fixed assets so it can compare it to the deemed selling price under Section 382 of the code. The Company is expecting that this calculation may result in a RBIG that would increase the Section 382 limitation available over the next five years. The Internal Revenue Service filed Notices of Federal Tax Lien against GHHIA Management Inc. (“GHHIA”), Mayflower Medicinals Inc. (“Mayflower”), and ABACA, Inc. (“ABACA”), each a subsidiary of the Company, for $ 8.5 million, $ 1.0 million and $ 1.1 million for the year ended December 31, 2020, respectively. The Internal Revenue Service filed Notice of Federal Tax Lien against ABACA on December 2, 2022, in the amount of $ 1.1 million for the year ended December 31, 2021. The Company is actively working to resolve these matters with the Internal Revenue Service. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 8 - Segment Information The below table presents results by segment for the three and nine months ended September 30, 2023 and 2022: Reportable Segments Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Revenues Eastern Region $ 30,036 $ 23,771 $ 76,871 $ 74,315 Western Region 12,854 15,331 41,260 50,476 Other (1) — 269 227 851 Total $ 42,890 $ 39,371 $ 118,358 $ 125,642 Gross profit (loss) Eastern Region $ 8,837 $ 11,213 $ 32,767 $ 41,550 Western Region 4,511 4,878 14,762 16,501 Other — 90 ( 279 ) 290 Total $ 13,348 $ 16,181 $ 47,250 $ 58,341 Depreciation and amortization Eastern Region $ 4,185 $ 4,659 $ 12,999 $ 13,595 Western Region 1,827 3,033 5,507 9,044 Other 123 132 377 401 Total $ 6,135 $ 7,824 $ 18,883 $ 23,040 (Recoveries), write-downs and other charges, net Eastern Region ( 1 ) ( 778 ) $ ( 21 ) $ ( 702 ) Western Region ( 68 ) — ( 76 ) — Other — ( 361 ) 564 ( 226 ) Total $ ( 69 ) $ ( 1,139 ) $ 467 $ ( 928 ) Net (loss) income Eastern Region $ ( 8,227 ) $ ( 4,312 ) $ ( 21,073 ) $ 374 Western Region ( 925 ) ( 2,557 ) ( 2,497 ) ( 5,491 ) Other ( 10,030 ) ( 15,126 ) ( 34,356 ) ( 400,542 ) Total $ ( 19,182 ) $ ( 21,995 ) $ ( 57,926 ) $ ( 405,659 ) Purchase of property, plant and equipment Eastern Region $ 543 $ 741 $ 2,451 $ 4,779 Western Region — 292 34 982 Other — — 3 3 Total $ 543 $ 1,033 $ 2,488 $ 5,764 Purchase of other intangible assets Eastern Region $ 54 $ — $ 2,389 $ — Western Region — — — — Other 5 38 15 108 Total $ 59 $ 38 $ 2,404 $ 108 (1) Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. The Company has deconsolidated results from its Vermont and CBD operations as of March 8, 2023 and May 8, 2023, respectively. As of September 30, As of December 31, 2023 2022 (Restated) (Audited) Assets Eastern Region $ 220,439 $ 226,458 Western Region 54,421 60,896 Other 11,254 16,113 Total $ 286,114 $ 303,467 Major Customers Major customers are defined as customers that each individually accounted for greater than 10.0 % of the Company’s annual revenues. For the three and nine months ended September 30, 2023 and 2022 , no sales were made to any one customer that represented in excess of 10.0% of the Company’s total revenues. Geographic Information As of September 30, 2023 and 2022, substantially all of the Company’s assets were located in the United States and all of the Company’s revenues were earned in the United States. Disaggregated Revenues The Company disaggregates revenues into categories that depict how the nature, amount, timing and uncertainty of the revenues and cashflows are affected by economic factors. For the three and nine months ended September 30, 2023 and 2022, the Company disaggregated its revenues as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue iAnthus branded products $ 22,791 $ 20,809 $ 65,565 $ 66,145 Third party branded products 17,315 16,557 45,517 51,984 Wholesale/bulk/other products 2,784 2,005 7,276 7,513 Total $ 42,890 $ 39,371 $ 118,358 $ 125,642 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Text Block [Abstract] | |
Financial Instruments | Note 9 — Financial Instruments Fair values have been determined for measurement and/or disclosure purposes based on the following methods. The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The levels of the fair value hierarchy are as follows: • Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The carrying values of cash, receivables, payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Balances due to and due from related parties have no terms and are payable on demand, thus are also considered current and short-term in nature, hence carrying value approximates fair value. The component of the Company’s long-term debt attributed to the host liability is recorded at amortized cost. Investments in debt instruments that are held to maturity are also recorded at amortized cost. The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of September 30, 2023 As of December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments - other (1) $ 145 $ — $ — $ 145 $ 130 $ — $ — $ 130 (1) Long-term investments – other are included in the investments balance on the unaudited interim condensed consolidated balance sheets. There were no transfers between Level 1, Level 2, and Level 3 within the fair value hierarchy during the three and nine months ended September 30, 2023 and 2022. The Company’s other investment as of September 30, 2023 is considered to be a Level 1 instrument because it is comprised of shares of a public company, and there is an active market for the shares and observable market data and inputs available. All Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. The following table summarizes the changes in Level 1 financial assets: Financial Assets Balance as of December 31, 2022 $ 130 Revaluations on Level 1 instruments 15 Balance as of September 30, 2023 $ 145 The derivative liabilities related to the convertible debt instruments and freestanding warrants were recorded at fair value estimated using the Black-Scholes option pricing model, which is therefore considered to be a Level 3 measurement. On June 24, 2022 all warrants were forfeited upon the consummation of the Recapitalization Transaction. The Company’s financial and non-financial assets such as prepayments, other assets including equity accounted investments, property, plant and equipment, and intangibles, are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized. The following table summarizes the Company’s long-term debt instruments (Note 5) at their carrying value and fair value: As of September 30, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 18,162 $ 16,876 $ 16,175 $ 14,787 June Secured Debentures 126,542 115,977 116,340 103,612 Secured Notes 15,084 15,330 13,852 13,694 Other 764 786 945 819 Total $ 160,552 $ 148,969 $ 147,312 $ 132,912 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10 – Commitments In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement. The following table summarizes the Company’s contractual obligations and commitments as of September 30, 2023: 2024 2025 2026 2027 2028 Operating leases $ 7,747 $ 7,869 $ 7,825 $ 7,246 $ 7,143 Service and other contracts 3,255 359 — — — Long-term debt 15,797 61 71 216,380 94 Total $ 26,799 $ 8,289 $ 7,896 $ 223,626 $ 7,237 The Company’s commitments include payments to employees, consultants and advisors, as well as leases and construction contracts for offices, dispensaries and cultivation facilities in the U.S. and Canada. The Company has certain operating leases with renewal options extending the initial lease term for an additional one to 15 years. On February 6, 2023, the Company entered into a membership interest purchase agreement (the "MIPA"), pursuant to which the Company agreed to sell to OG Farms, LLC (the “Purchaser”), its membership interests in Grassroots Vermont Management Services, LLC (“GVMS”), the sole owner of all issued and outstanding authorized common stock of FWR, Inc. (“FWR”). FWR owns and operates a dispensary and cultivation/processing facility in Vermont and is included within the Company's Eastern Region reporting segment. The aggregate proceeds to be received from the sale are $ 0.2 million in cash, subject to adjustments to be determined on date of closing. The closing of the MIPA is subject to, among other conditions, a Change of Control Approval from the Vermont Cannabis Control Board (the “CCB”). On February 6, 2023, the Company also entered into a management agreement (the “Management Agreement”) whereby the Purchaser has been appointed as the sole and exclusive manager of, and will receive all profit earned by, GVMS and FWR, through the date of closing. The Management Agreement became effective on March 8, 2023, upon approval by the CCB (the “Effective Date”). As of the Effective Date, all operational control has been transferred to the Purchaser. Management performed an assessment and determined that the Company no longer has a controlling financial interest as of the Effective Date. The Company recognized a loss on deconsolidation of $ 0.5 million, which is the difference between the aggregate consideration received and the book value of the assets as of the Effective Date, which is presented in write-downs and other charges on the unaudited interim condensed consolidated statements of operations for the three and nine months ended September 30, 2023. As of August 14, 2023, all closing conditions of the MIPA were satisfied, including the receipt of approval from the CCB, and the Company completed the sale of GVMS as of that date. On May 8, 2023, ICH's wholly-owned subsidiary, iA CBD, LLC ("iA CBD"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with C4L, LLC (the "Buyer"), pursuant to which, iA CBD agreed to sell substantially all of the assets of iA CBD. iA CBD owns and operates the Company's assets associated with its CBD products branded as CBD for Life (the "Business"). The aggregate proceeds to be received from the sale are approximately $ 0.2 million. The closing of the Purchase Agreement is subject to, among other customary conditions, the assignment of the United States Small Business Loan held by iA CBD. On May 8, 2023, iA CBD also entered into an interim management agreement (the "Management Agreement"), pursuant to which the Buyer assumed full operational and managerial control of the Business as of May 8, 2023 (the "CBD Effective Date"). The Management Agreement will remain in effect until the earlier of the (i) closing of the Purchase Agreement; and (ii) the termination of the Purchase Agreement in accordance with its terms. As of the CBD Effective Date, all operational control of the Business was transferred to the Buyer and the Company determined that it no longer has a controlling financial interest as of the CBD Effective Date. The Company recognized a loss on deconsolidation of less than $ 0.1 million as of the CBD Effective Date, which is presented in write-downs and other charges on the unaudited interim condensed consolidated statements of operations for the three months ended September 30, 2023 . As of August 15, 2023, the Company completed the sale of iA CBD as all closing conditions of the Purchase Agreement were satisfied, including receipt of approval of the assignment of the United States Small Business Loan. |
Contingencies And Guarantees
Contingencies And Guarantees | 9 Months Ended |
Sep. 30, 2023 | |
Contingencies And Guarantees [Abstract] | |
Contingencies And Guarantees | Note 11 - Contingencies and Guarantees The Company is involved in lawsuits, claims, and proceedings, including those identified below, which arise in the ordinary course of business. In accordance with the Financial Accounting Standards Board ASC Topic 450 Contingencies, the Company will make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs. The Company expenses legal costs relating to its lawsuits, claims and proceedings as incurred. The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Based on consultation with counsel, management and legal counsel is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. The events that allegedly gave rise to the following claims, which occurred prior to the Company’s closing of the MPX Bioceutical Corporation (“MPX”) acquisition (the “MPX Acquisition”) in February 2019, are as follows: • There is a claim from two former noteholders against the Company and MPX Bioceutical ULC (“MPX ULC”), with respect to alleged payments of $ 1.3 million made by the noteholders to MPX, claiming the right to receive $ 115.0 million; and • There is a claim against the Company, MPX ULC and MPX, with respect to a prior acquisition made by MPX in relation to a subsidiary that was not acquired by the Company as part of the MPX Acquisition, claiming $ 3.0 million in connection with alleged contractual obligations of MPX. In addition, the Company is currently reviewing the following matters with legal counsel and has not yet determined the range of potential losses: In October 2018, Craig Roberts and Beverly Roberts (the “Roberts”) and the Gary W. Roberts Irrevocable Trust Agreement I, Gary W. Roberts Irrevocable Trust Agreement II, and Gary W. Roberts Irrevocable Trust Agreement III (the “Roberts Trust” and together with the Roberts, the “Roberts Plaintiffs”) filed two separate but similar declaratory judgment actions in the Circuit Court of Palm Beach County, Florida against GrowHealthy Holdings, LLC (“GrowHealthy Holdings”) and the Company in connection with the acquisition of substantially all of GrowHealthy Holdings’ assets by the Company in early 2018. The Roberts Plaintiffs sought a declaration that the Company must deliver certain share certificates to the Roberts without requiring them to deliver a signed Shareholder Representative Agreement to GrowHealthy Holdings, which delivery was a condition precedent to receiving the Company share certificates and required by the acquisition agreements between GrowHealthy Holdings and the Company. In January 2019, the Circuit Court of Palm Beach County denied the Roberts Plaintiffs’ motion for injunctive relief, and the Roberts Plaintiffs signed and delivered the Shareholder Representative Agreement forms to GrowHealthy Holdings while reserving their rights to continue challenging the validity and enforceability of the Shareholder Representative Agreement. The Roberts Plaintiffs thereafter amended their complaints to seek monetary damages in the aggregate amount of $ 22.0 million plus treble damages. On May 21, 2019, the court issued an interlocutory order directing the Company to deliver the share certificates to the Roberts Plaintiffs, which the Company delivered on June 17, 2019, in accordance with the court’s order. On December 19, 2019, the Company appealed the court’s order directing delivery of the share certificates to the Florida Fourth District Court of Appeal, which appeal was denied per curiam. On October 21, 2019, the Roberts Plaintiffs were granted leave by the Circuit Court of Palm Beach County to amend their complaints in order to add purported claims for civil theft and punitive damages, and on November 22, 2019, the Company moved to dismiss the Roberts Plaintiffs’ amended complaints. On May 1, 2020, the Circuit Court of Palm Beach County heard arguments on the motions to dismiss, and on June 11, 2020, the court issued a written order granting in part and denying in part the Company’s motion to dismiss. Specifically, the order denied the Company’s motion to dismiss for lack of jurisdiction and improper venue; however, the court granted the Company’s motion to dismiss the Roberts Plaintiffs’ claims for specific performance, conversion and civil theft without prejudice. With respect to the claim for conversion and civil theft, the Circuit Court of Palm Beach County provided the Roberts Plaintiffs with leave to amend their respective complaints. On July 10, 2020, the Roberts Plaintiffs filed further amended complaints in each action against the Company including claims for conversion, breach of contract and civil theft including damages in the aggregate amount of $ 22.0 million plus treble damages, and on August 13, 2020, the Company filed a consolidated motion to dismiss such amended complaints. On October 26, 2020, Circuit Court of Palm Beach County heard argument on the consolidated motion to dismiss, denied the motion and entered an order to that effect on October 28, 2020. Answers on both actions were filed on November 20, 2020 and the parties commenced discovery. On September 9, 2021, the Roberts Plaintiffs filed a motion to consolidate the two separate actions, which motion was granted on October 14, 2021. On August 6, 2020, the Roberts filed a lawsuit against Randy Maslow, the Company’s now former Interim Chief Executive Officer, President, and director, in his individual capacity (the “Maslow Complaint”), alleging a single count of purported conversion. The Maslow Complaint was not served on Randy Maslow until November 25, 2021, and the allegations in the Maslow Complaint are substantially similar to those allegations for purported conversion in the complaints filed against the Company. On March 28, 2022, the court consolidated the action filed against Randy Maslow with the Roberts Plaintiffs’ action for discovery and trial purposes. As a result, the court vacated the matter’s initial trial date of May 9, 2022 and the case has not been reset for trial yet. On April 22, 2022, the parties attended a court required mediation, which was unsuccessful. On May 6, 2022, the Circuit Court of Palm Beach County granted Randy Maslow’s motion to dismiss the Maslow Complaint. On May 19, 2022, the Roberts filed a second amended complaint against Mr. Maslow (“Amended Maslow Complaint”). On June 3, 2022, Mr. Maslow filed a motion to dismiss the Amended Maslow Complaint, which was denied on September 9, 2022. On April 12, 2023, the Circuit Court of Palm Beach County set this matter for a jury trial to occur sometime between June 5, 2023 and August 11, 2023. The court rescheduled the jury trial and no new trial date has been set yet. On April 14, 2023, the Roberts Plaintiffs filed a partial Motion for Summary Judgment on liability for the Roberts Plaintiffs' claims for breach of contract and the Company filed a competing Motion for Summary Judgment on all claims against the Company. On April 21, 2023, Mr. Maslow also filed a Motion for Summary Judgment. All of the motions remain pending. On May 19, 2020, Hi-Med LLC (“Hi-Med”), an equity holder and one of the Unsecured Lenders who held an Unsecured Debenture in the principal amount of $ 5.0 million prior to the closing of the Recapitalization Transaction, filed a complaint (the “Hi-Med Complaint”) with the United States District Court for the Southern District of New York (the “SDNY”) against the Company and certain of the Company’s current and former directors and officers and other defendants (the “Hi-Med Lawsuit”). Hi-Med is seeking damages of an unspecified amount and the full principal amount of the Unsecured Debenture against the Company, for, among other things, alleged breaches of provisions of the Unsecured Debentures and the related Debenture Purchase Agreement as well as alleged violations of Federal securities laws, including Sections 10(b), 10b-5 and 20(a) of the Securities Exchange Act of 1934, as amended and common law fraud relating to alleged false and misleading statements regarding certain proceeds from the issuance of long-term debt that were held in escrow to make interest payments in the event of a default thereof. On July 9, 2020, the court issued an order consolidating the class action matter with the shareholder class action referenced below. On July 23, 2020, Hi-Med and the defendants filed a stipulation and proposed scheduling and coordination order to coordinate the pleadings for the consolidated actions. On September 4, 2020, Hi-Med filed an amended complaint (the “Hi-Med Amended Complaint”). On October 14, 2020, the SDNY issued a stipulation and scheduling and coordination order, which required that the defendants answer, move, or otherwise respond to the Hi-Med Amended Complaint no later than November 20, 2020. On November 20, 2020, the Company and certain of its current officers and directors filed a Motion to Dismiss the Hi-Med Amended Complaint. On January 8, 2021, Hi-Med filed an opposition to the Motion to Dismiss. The Company and certain of its current officers and directors’ replies were filed on February 22, 2021. In a memorandum of opinion dated August 30, 2021, the SDNY granted the Company’s and certain of its officers and directors’ Motion to Dismiss the Hi-Med Amended Complaint. The SDNY indicated that Hi-Med may move for leave to file a proposed second amended complaint by September 30, 2021. On September 30, 2021, Hi-Med filed a motion for leave to amend the Hi-Med Amended Complaint. On October 28, 2021, the parties filed a Stipulation and Proposed Scheduling Order Regarding Hi-Med’s Motion for Leave to File a second Amended Complaint (the “Stipulation”). On November 3, 2021, the SDNY so-ordered the Stipulation and Hi-Med’s second Amended Complaint was deemed filed as of this date. On December 20, 2021, the Company and its current named officers and directors filed a Motion to Dismiss Hi-Med’s second Amended Complaint. Hi-Med’s opposition to the Company’s and its current named officers and directors’ Motion to Dismiss was filed on February 3, 2022. The Company and its current named officers and directors’ reply to Hi-Med’s opposition was filed on March 21, 2022. On September 28, 2022, the SDNY issued an opinion granting in part and denying in part the Motion to Dismiss Hi-Med’s second Amended Complaint (the “Opinion”). On October 12, 2022, the parties filed a joint stipulation and proposed scheduling order (the “Joint Stipulation and Proposed Scheduling Order”), in which certain defendants indicated that they may be filing a motion seeking clarification of certain aspects of the court’s Opinion. The parties proposed that the Company’s answer would be due on November 21, 2022 and that the parties would submit a proposed discovery plan by December 12, 2022. The Joint Stipulation and Proposed Scheduling Order was ordered by the court on October 19, 2022. Defendants’ motions seeking clarification were filed on October 24, 2022 and are currently pending before the court. On January 17, 2023, the parties submitted the matter, together with the Class Action Lawsuit referenced below, to mediation. On January 31, 2023, the parties advised the SDNY that the defendants and Hi-Med remain in ongoing settlement discussions. Accordingly, the parties requested that the SDNY suspend all further deadlines and proceedings in the Hi-Med action until February 21, 2023, to allow for continued settlement discussions between the parties, which the SDNY granted on February 7, 2023. On February 16, 2023, the parties advised the SDNY that the parties remained in ongoing settlement discussions and requested that SDNY extend the parties’ deadlines further until March 21, 2023, which the SDNY granted on February 21, 2023. On March 16, 2023, the parties requested another extension of the parties’ deadlines until April 11, 2023 to continue settlement discussions, which the SDNY granted on March 17, 2023. On April 6, 2023, the parties again advised the SDNY that settlement discussions remained ongoing and requested another extension of the applicable deadlines until May 2, 2023, which the SDNY granted. On April 28, 2023, another extension of the deadlines until May 16, 2023 was requested due to ongoing settlement discussions, which the SDNY granted. The parties have reached a settlement in principle and are in the process of finalizing a settlement agreement, which would fully resolve all of Hi-Med's claims. While the parties finalize the settlement agreement, all deadlines in the matter have been stayed through November 14, 2023. Refer to Note 5 for further discussion of the Unsecured Debentures. On April 20, 2020, Donald Finch, a shareholder of the Company, filed a putative class action lawsuit with the SDNY against the Company (the “Class Action Lawsuit”) and is seeking damages for an unspecified amount against the Company, its former Chief Executive Officer, its current Chief Financial Officer and others for alleged false and misleading statements regarding certain proceeds from the issuance of long-term debt, that were held in escrow to make interest payments in the event of default on such long-term debt. On May 5, 2020, Peter Cedeno, another shareholder of the Company, filed a putative class action against the same defendants alleging substantially similar causes of action. On June 16, 2020, four separate motions for consolidation, appointment as lead plaintiff, and approval of lead counsel were filed by Jose Antonio Silva, Robert and Sherri Newblatt, Robert Dankner, and Melvin Fussell. On July 9, 2020, the SDNY issued an order consolidating the Class Action Lawsuit and the Hi-Med Complaint referenced above and appointed Jose Antonio Silva as lead plaintiff (“Lead Plaintiff”). On July 23, 2020, the Lead Plaintiff and defendants filed a stipulation and proposed scheduling and coordination order to coordinate the pleadings for the consolidated actions. On September 4, 2020, the Lead Plaintiff filed a consolidated amended class action lawsuit against the Company (the “Amended Complaint”). On November 20, 2020, the Company and its Chief Financial Officer filed a Motion to Dismiss the Amended Complaint. On January 8, 2021, the Lead Plaintiff filed an opposition to the Motion to Dismiss the Amended Complaint. The Company and its Chief Financial Officer’s reply to the opposition was filed on February 22, 2021. In a memorandum of opinion dated August 30, 2021, the SDNY granted the Company’s and its Chief Financial Officer’s Motion to Dismiss the Amended Complaint. The SDNY indicated that the Lead Plaintiff may move for leave to file a proposed second amended complaint by September 30, 2021. On October 1, 2021, the Lead Plaintiff filed a motion for leave to amend the Amended Complaint. The Lead Plaintiff’s Motion for Leave to File a second Amended Complaint was included as part of the Stipulation identified above. On November 3, 2021, the SDNY so-ordered the Stipulation and the Lead Plaintiff’s second Amended Complaint was deemed filed as of this date. On December 20, 2021, the Company and its Chief Financial Officer filed a Motion to Dismiss the Lead Plaintiff’s second Amended Complaint. The Lead Plaintiff’s opposition to the Company’s and its Chief Financial Officer’s Motion to Dismiss was filed on February 3, 2022. The Company’s and its Chief Financial Officer’s reply to the Lead Plaintiff’s opposition was filed on March 21, 2022. On September 28, 2022, the SDNY issued an opinion granting in part and denying in part the Motion to Dismiss the Lead Plaintiff’s second Amended Complaint. On October12, 2022, the parties filed the Joint Stipulation and Proposed Scheduling Order, which the SDNY so ordered on October 19, 2022, ordering that that the Defendants’ answers are due on November 21, 2022; that the parties shall submit a proposed discovery plan by December 12, 2022; and that discovery in the Class Action Lawsuit shall be coordinated with discovery in the Hi-Med action referenced above, to the extent the two actions involved overlapping issues. The parties agreed to submit the matter, together with the Hi-Med action referenced above, to mediation, which took place on January 17, 2023. On January 31, 2023, the parties advised the SDNY that the Defendants and Lead Plaintiff reached a settlement in principle and anticipated filing a motion for preliminary approval of the settlement by March 9, 2023. Accordingly, the parties requested that the SDNY suspend all further deadlines and proceedings in the Class Action Lawsuit pending submission of the motion for preliminary approval. On March 7, 2023, the parties advised the SDNY that the parties required a short extension of the motion for preliminary approval of the settlement and such motion would be filed by March 21, 2023. On March 21, 2023, the parties executed a settlement agreement and filed the motion for preliminary approval of the settlement with the SDNY, which remains pending. On July 23, 2020, Blue Sky Realty Corporation filed a putative class action against the Company, the Company’s former Chief Executive Officer, and the Company’s Chief Financial Officer in the Ontario Superior Court of Justice ("OSCJ") in Toronto, Ontario. On September 27, 2021, the OSCJ granted leave for the plaintiff to amend its claim (“Amended Claim”). In the Amended Claim, the plaintiff seeks to certify the proposed class action on behalf of two classes. “Class A” consists of all persons, other than any executive level employee of the Company and their immediate families (“Excluded Persons”), who acquired the Company’s common shares in the secondary market on or after April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. “Class B” consists of all persons, other than Excluded Persons, who acquired the Company’s common shares prior to April 12, 2019, and who held some or all of those securities until after the close of trading on April 5, 2020. Among other things, the plaintiff alleges statutory and common law misrepresentation, and seeks an unspecified amount of damages together with interest and costs. The plaintiff also alleges common law oppression for releasing certain statements allegedly containing misrepresentations inducing Class B members to hold the Company’s securities beyond April 5, 2020. No certification motion has been scheduled. The Amended Claim also changed the named plaintiff from Blue Sky Realty Corporation to Timothy Kwong. The hearing date for the motion for leave to proceed with a secondary market claim under the Securities Act (Ontario) has been vacated. The parties have reached a settlement in principle and are in the process of finalizing a settlement agreement, which would fully resolve the Amended Claim. On August 19, 2021, Arvin Saloum (“Saloum”), a former consultant of the Company, filed a Demand for Arbitration with the American Arbitration Association (the “Arbitration Action”) against The Healing Center Wellness Center, Inc. (“THCWC”) and iAnthus Arizona, LLC (“iA AZ”), claiming a breach of a Consulting and Joint Venture Agreement (the “JV Agreement”) for unpaid consulting fees allegedly owed to Saloum under the JV Agreement. Saloum is claiming damages between $ 1.0 million and $ 10.0 million. On September 7, 2021, THCWC and iA AZ filed Objections and Answering Statement to Saloum’s Demand for Arbitration. On November 18, 2021, THCWC and iA AZ filed a Complaint for Declaratory Judgment (“Declaratory Judgment Complaint”) with the Arizona Superior Court, Maricopa County (“Arizona Superior Court”), seeking declarations that: (i) the JV Agreement is void, against public policy and terminable at will; (ii) the JV Agreement is unenforceable and not binding; and (iii) the JV Agreement only applies to sales under the Arizona Medical Marijuana Act. On January 21, 2022, Saloum filed an Answer with Counterclaims in response to the Declaratory Judgment Complaint. The Declaratory Judgment Complaint remains pending before the Arizona Superior Court. The Arbitration Action is stayed, pending resolution of the Declaratory Judgment Complaint. The parties are currently engaging in discovery. On April 25, 2023, the parties attended a mediation, which was unsuccessful. On May 23, 2022, CGX Life Sciences, Inc. (“CGX”), a wholly-owned subsidiary of the Company, filed a demand for arbitration (the “CGX Arbitration”) with the American Arbitration Association (“AAA”) against LMS Wellness, Benefit LLC (“LMS”) and its 100 % owner, William Huber (“Huber” and together with LMS, the “Defendants”) for various breaches under the option agreements entered into between CGX and LMS, on the one hand, and CGX and Huber on the other (collectively, the “Option Agreements”). Specifically, CGX is seeking: (i) an order finding the Defendants in breach of the Option Agreements and directing specific performance by the Defendants of their obligations under the Option Agreements to complete the sale and transfer of LMS to CGX; (ii) an order either tolling or extending the closing date under the Option Agreements; (iii) an order requiring Huber to restore LMS’ bank account of all sums withdrawn for the payment of contracts entered into in breach of the Option Agreements; and (iv) an order prohibiting Huber from withdrawing any further funds from LMS’ bank account. On June 8, 2022, the Defendants filed an Answering Statement, denying the allegations raised by CGX and sent a notice to CGX, purporting to terminate the Option Agreements. In addition, on June 8, 2022, LMS filed a demand for arbitration (the “S8 Arbitration”) with the AAA against S8 Management, LLC (“S8”), alleging that S8 breached the Amended and Restated Management Services Agreement (the “MSA”) entered into between LMS and S8 on March 12, 2018. On June 24, 2022, the Defendants filed Motion to Consolidate the CGX Arbitration and S8 Arbitration. On July 5, 2022, CGX filed an opposition to the Defendants’ Motion to Consolidate and a cross-Motion to Stay the S8 Arbitration to allow the CGX Arbitration to proceed first. On July 26, 2022, the parties attended a preliminary conference with the arbitrator, at which conference the arbitrator preliminarily granted the Defendants’ Motion to Consolidate and denied CGX’s cross-Motion to Stay the S8 Arbitration. On October 7, 2022, CGX filed a dispositive motion for specific performance of Defendants’ obligations to complete the sale of LMS to CGX (claims (i) and (ii), above), which Defendants opposed. On October 31, 2022, the arbitrator granted CGX’s dispositive motion and ordered Defendants to complete the sale of LMS to CGX. The remaining claims asserted in the CGX Arbitration (claims (iii) and (iv), above) and the S8 Arbitration remain pending. On November 30, 2022, Defendants filed a Petition to Vacate Arbitration Award. CGX filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. Both the Petition to Vacate Arbitration Award and request for a hearing remain pending before the Circuit Court for Baltimore County. CGX continues to prosecute its other two claims concerning Defendants’ use of LMS’ funds, and S8 continues to deny and defend against LMS’ contentions that S8 breached the MSA. On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against ICH and three wholly-owned subsidiaries of ICH, alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $4.5M, plus treble damages (the "Federal Complaint"). The allegations in the Federal Complaint appear substantially similar to, and appear to arise from substantially the same operative facts as, those alleged by LMS in the CGX Arbitration, the S8 Arbitration, and in support of the Defendants' Petition to Vacate Arbitration Award. ICH denies LMS’s allegations alleging unlawful conduct and intends to vigorously defend the Federal Complaint in due course. On June 20, 2022, Michael Weisser (“Weisser”) commenced a petition (the “Petition”) in the Court against ICH and ICH's former board of directors. In the Petition, Weisser sought: (i) a declaration that the affairs of ICH and its then-board of directors were being conducted or have been conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order that Weisser is entitled to call and hold ICH's annual general meeting for 2020 ( “2020 AGM”) on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iii) alternatively, an order that ICH hold the 2020 AGM on or before June 30, 2022 or a date set by the Court as soon as reasonably possible; (iv) an order that ICH set the record date for the 2020 AGM; (v) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; and (vi) an order that ICH be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM. On June 22, 2022, Weisser was granted a short leave by the Court which permitted a return date for the Petition of June 28, 2022. On June 24, 2022, the Company closed the Recapitalization Transaction and ICH noticed the 2020 AGM, the annual general meeting for 2021 (“2021 AGM”) and the annual general meeting for 2022 (the “2022 AGM” and together with the 2020 AGM and 2021 AGM, the “AGMs”). As a result, Weisser’s Petition was rendered moot. On November 14, 2022, Weisser filed an application (the "Application") in the Petition proceeding, seeking to add the Secured Lenders and Consenting Unsecured Lenders as respondents to the Petition and to amend the Petition. Specifically, Weisser sought to amend the Petition to request: (i) a declaration that the affairs of the Secured Lenders, Consenting Unsecured Lenders, ICH and the powers of its then-directors have been and are continuing to be conducted in a manner that is oppressive and/or prejudicial to Weisser; (ii) an order setting aside and/or unwinding the closing of the Recapitalization Transaction; (iii) an order setting aside the results of ICH's annual general meeting held August 11, 2022; (iv) an order that the 2020 AGM be held by December 31, 2022; (v) an order that ICH set the record date for the 2020 AGM to hold the meeting by December 31, 2022; (vi) an order that for purposes of voting at the 2020 AGM, the shareholdings of ICH be those shareholdings that existed prior to the closing of the Recapitalization Transaction; (vii) an order that Weisser is entitled to appoint a chair for the 2020 AGM, or that the Court appoint an independent chair for the 2020 AGM; (viii) an order that ICH be required to provide Weisser with an opportunity to review all votes and proxies submitted in respect of the 2020 AGM, no later than 24 hours in advance of the 2020 AGM; and (ix) an order that pending the 2020 AGM, ICH's current board of directors be replaced by an interim slate of directors to be nominated by Weisser. On May 2, 2023, ICH and its former directors filed their response to the Petition, opposing all orders sought by Weisser, in part, as the Petition is barred by the releases in the Plan of Arrangement and constitutes a collateral attack on Justice Gomery's order approving the Plan. Weisser has not requested a hearing date on the Petition yet. On October 29, 2021, the Florida Department of Health, Office of Medical Marijuana Use (the “OMMU”) approved the requested change of ownership and control of McCrory’s Sunny Hill Nursery, LLC ("McCrory's"), a wholly owned subsidiary of the Company (the “Variance Request”), resulting from the closing of the Recapitalization Transaction. On November 19, 2021, Weisser filed a petition (as amended, the “Florida Petition”) with the OMMU, challenging the OMMU’s approval of the Variance Request. On February 3, 2022, the Florida Division of Administrative Hearings (“DOAH”) issued a Recommended Order of Dismissal, recommending that the OMMU enter a final order dismissing the Florida Petition for lack of standing. On May 4, 2022, the OMMU issued a final agency order (the “Final Order”), which accepted the recommendation of the DOAH and dismissed the Florida Petition for lack of standing. Weisser appealed the Final Order with the District Court of Appeal in the First District of Florida ("Court of Appeal") and filed his initial brief on November 9, 2022, which seeks a reversal of the Final Order. On February 3, 2023, McCrory's filed a Motion to Dismiss the appeal, which the Court of Appeal denied on June 16, 2023. On July 6, 2023, McCrory's filed its answer brief in response to Weisser's appeal brief. On April 5, 2023, Canaccord Genuity Corp. ("Canaccord") filed a Statement of Claim against ICH in the Ontario Superior Court of Justice pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and ICH. Specifically, Canaccord alleges that it is owed a cash fee equal to $ 2,236,000 (the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. ICH filed its Statement of Defense on May 17, 2023, in which ICH disputes the Alleged Fee on the basis that the Recapitalization Transaction closed outside of the tail period of the Engagement Letter, which expired on November 4, 2021. ICH also filed a counterclaim against Canaccord, seeking the repayment of a $ 250,000 payment mistakenly made by ICH towards the Alleged Fee in October 2022. On November 3, 2023, Canaccord filed a Motion for Summary Judgment, requesting that the court grant Canaccord's claim for the Alleged Fee. ICH is reviewing Canaccord's Motion for Summary Judgment and will file an opposition in due course. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 - Related Party Transactions September 30, December 31, 2023 2022 Financial Statement Line Item Current portion of long-term debt, net of issuance costs (1) 15,085 — Long-term debt, net of issuance costs (1) 140,212 142,295 Accrued and other current liabilities 7,685 7,620 Total $ 162,982 $ 149,915 (1) Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 5 for further discussion . Effective as of May 6, 2022 (the “May Resignation Date”), Randy Maslow, the Company’s then Interim Chief Executive Officer and President and a member of the Board of Directors, resigned from his executive positions, including all positions with the Company’s subsidiaries and its affiliates, and from the Company’s Board of Directors and its committees. In connection with the resignation, Mr. Maslow and the Company executed a separation agreement (the “May Separation Agreement”), pursuant to which, Mr. Maslow will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Maslow received total cash compensation in the amount of approximately $ 12.2 million (the “May Separation Payment”), of which $ 5.1 million was paid out on May 6, 2022 (made up, in part, of a portion of severance payment of approximately $ 4.8 million, and unpaid 2021 bonus of $ 0.3 million). The remainder of the May Separation Payment was to be paid out in equal installments of approximately $ 0.9 million per month over the next eight months following the May Resignation Date, which was accelerated upon the closing of the Recapitalization Transaction. The total outstanding balance of the May Separation Payment owed to Mr. Maslow was paid in full as of July 15, 2022. Under the terms of the May Separation Agreement, the Company will continue to pay the monthly premium for Mr. Maslow’s continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the May Resignation Date. Mr. Maslow’s compensation and benefits under the May Separation Agreement included the extension of exercise period of options to acquire the Company’s common shares, until the earlier of (i) five years from the May Resignation Date; (ii) the original expiration dates of the applicable option; or (iii) the closing of the Recapitalization Transaction. In accordance with the terms of the May Separation Agreement, Mr. Maslow’s options to acquire the Company’s common shares expired as of the Closing Date of the Recapitalization Transaction. Mr. Maslow served in a consulting role for six months following the May Resignation Date at a base compensation of $ 25 per month. As of November 6, 2022, the term of Mr. Maslow’s consultancy terminated and the Company did not elect to extend the term. During the three and nine months ended September 30, 2023, the Company paid $ Nil and $ Nil , respectively to Mr. Maslow in relation to consulting services provided (September 30, 2022 - less than $ 0.1 million and $ 0.1 million, respectively). Effective as of November 14, 2022, Julius Kalcevich, the Company’s then Chief Financial Officer, resigned from his executive positions, including all positions with the Company’s subsidiaries and its affiliates. In connection with the resignation, on December 7, 2022 (the “Execution Date”), Mr. Kalcevich and the Company executed a separation agreement (the “December Separation Agreement”), pursuant to which, Mr. Kalcevich will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(g) of his employment agreement. Specifically, Mr. Kalcevich will receive total cash compensation in the amount of approximately $ 1.1 million, which is payable in equal installments of approximately $ 0.1 million per month over a period of 10 months following the Execution Date. As of September 30, 2023 , the total balance owed to Mr. Kalcevich was $ Nil ( December 31, 2022 - $ 0.9 million). Pursuant to the terms of the Secured DPA, the Company has a related party payable of $ 6.3 million due to certain of the New Secured Lenders, including Gotham Green Fund 1, L.P., Gotham Green Fund 1 (Q), L.P., Gotham Green Fund II, L.P., Gotham Green Fund II (Q), L.P., Oasis Investment Master II Fund LTD., Senvest Global (KY), LP, Senvest Master Fund, LP and Hadron Healthcare and Consumer Special Opportunities Master Fund, for certain out-of-pocket costs, charges, fees, taxes and other expenses incurred by the New Secured Lenders in connection with the closing of the Recapitalization Transaction (the “Deferred Professional Fees”). These New Secured Lenders held greater than 5.0 % of the outstanding common shares of the Company upon the closing of the Recapitalization Transaction and are therefore considered to be related parties. The Company had until December 31, 2022, to pay the Deferred Professional Fees ratably based on the amount of each New Secured Lender’s Deferred Professional Fees. The Deferred Professional Fees accrued simple interest at the rate of 12.0 % from the Closing Date until December 31, 2022. Beginning with the first business day of the month following December 31, 2022, interest shall accrue on the Deferred Professional Fees at the rate of 20.0 % calculated on a daily basis and is payable on the first business day of every month until the Deferred Professional Fees and accrued interest thereon is paid in full. As of September 30, 2023 , the outstanding related party portion of the Deferred Professional Fees including accrued interest was $ 7.7 million ( December 31, 2022 – $ 6.7 million). The related party balance is presented in accrued and other current liabilities on the unaudited interim condensed consolidated balance sheets. |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information | Note 13 – Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: For the Nine Months Ended September 30, 2023 2022 Income taxes (including interest and penalties) $ 3,148 $ 2,408 Interest 86 71 (b) Changes in operating assets and liabilities are comprised of the following: For the Nine Months Ended September 30, 2023 2022 (Restated) Decrease (increase) in: Accounts receivables, net $ ( 770 ) $ 154 Prepaid expenses ( 302 ) ( 312 ) Inventories, net 589 ( 672 ) Other current assets 173 586 Other long-term assets ( 59 ) ( 10 ) Operating leases ( 1,098 ) ( 969 ) (Decrease) increase in: Accounts payable 5,236 ( 2,325 ) Accrued and other current liabilities 17,806 18,794 $ 21,575 $ 15,246 (c) Depreciation and amortization are comprised of the following: For the Nine Months Ended September 30, 2023 2022 Property, plant and equipment $ 8,408 $ 10,800 Operating lease ROU assets 1,514 1,748 Intangible assets 10,475 12,240 $ 20,397 $ 24,788 (d) (Recoveries), write-downs and other charges, net are comprised of the following: For the Nine Months Ended September 30, 2023 2022 Account receivable recoveries $ 4 $ ( 16 ) Operating lease liabilities — ( 354 ) Operating lease ROU assets 1 ( 29 ) Property, plant and equipment 462 ( 529 ) $ 467 $ ( 928 ) (e) Significant non-cash investing and financing activities are as follows: For the Nine Months Ended September 30, 2023 2022 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 10,576 $ 4,949 Non-cash consideration for asset acquisition — 19,193 Shares issued to settle MPX purchase options assumed from the MPX Acquisition 1,500 Non-cash issuance of shares from consummation of the Recapitalization Transaction — 455,443 Non-cash debt extinguishment from the consummation of the Recapitalization Transaction — ( 238,269 ) Non-cash issuance of June Secured Debentures and June Unsecured Debentures from the consummation of the Recapitalization Transaction — 99,402 Cash and Restricted Cash For purposes of the unaudited interim condensed consolidated balance sheets and the statements of cash flows, cash and restricted cash are held primarily in U.S. dollars. Restricted cash balances are those which meet the definition of cash and cash equivalents but are not available for use by the Company. As of September 30, 2023 , the Company held less than $ 0.1 million as restricted cash ( December 31, 2022 —less than $ 0.1 million). The following table provides a reconciliation of cash and restricted cash reported on the unaudited interim condensed consolidated balance sheets to such amounts presented in the statements of cash flows: September 30, December 31, 2023 2022 Cash $ 15,104 $ 14,336 Restricted cash 70 70 Total cash and restricted cash presented in the statements of cash flows $ 15,174 $ 14,406 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 - Subsequent Events Legal Proceedings Please refer to Note 11 for further discussion. |
Restatement of Previously Issue
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2023 | |
Prior Period Adjustment [Abstract] | |
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements | Note 15 - Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements Subsequent to filing the Original Form 10-Q, the Company identified an error related to its financial reporting process in connection with an intercompany consolidation of two wholly-owned subsidiaries and in the valuation of inventory, both resulting in an overstatement of inventory in its previously issued unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023. As a result, the Company has restated its unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023 to reflect the impact of this material error. The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated balance sheet as of September 30, 2023, are as follows: September 30, 2023 As reported Adjustment Restated Inventories $ 31,650 $ ( 4,079 ) $ 27,571 Current assets 54,72 6 ( 4,079 ) 50,647 Total assets 290,193 ( 4,079 ) 286,114 Accrued and other current liabilities 94,467 ( 469 ) 93,998 Current liabilities 133,769 ( 469 ) 133,300 Total liabilities 330,222 ( 469 ) 329,753 Accumulated deficit ( 1,305,339 ) ( 3,610 ) ( 1,308,949 ) Total shareholders’ deficit ( 40,029 ) ( 3,610 ) ( 43,639 ) Total liabilities and shareholders’ deficit 290,193 ( 4,079 ) 286,114 The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated income statement for the three and nine months ended September 30, 2023 are as follows: Three Months Ended September 30, 2023 As reported Adjustment Restated Costs and expenses applicable to revenues $ ( 25,463 ) $ ( 4,079 ) $ ( 29,542 ) Gross profit 17,427 ( 4,079 ) 13,348 Loss from operations ( 7,555 ) ( 4,079 ) ( 11,634 ) Loss before income tax ( 11,792 ) ( 4,079 ) ( 15,871 ) Income tax expense 3,780 ( 469 ) 3,311 Net loss ( 15,572 ) ( 3,610 ) ( 19,182 ) Earnings per share ( 0.00 ) ( 0.00 ) ( 0.00 ) Nine Months Ended September 30, 2023 As reported Adjustment Restated Costs and expenses applicable to revenues $ ( 67,029 ) $ ( 4,079 ) $ ( 71,108 ) Gross profit 51,329 ( 4,079 ) 47,250 Loss from operations ( 27,017 ) ( 4,079 ) ( 31,096 ) Loss before income tax ( 41,295 ) ( 4,079 ) ( 45,374 ) Income tax expense 13,021 ( 469 ) 12,552 Net loss ( 54,316 ) ( 3,610 ) ( 57,926 ) Earnings per share ( 0.01 ) ( 0.00 ) ( 0.01 ) The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated statement of changes in shareholders' deficit as of September 30, 2023 are as follows: September 30, 2023 As reported Adjustment As revised Accumulated deficit – Balance September 30, 2023 $ ( 1,305,339 ) $ ( 3,610 ) $ ( 1,308,949 ) Total shareholders’ deficit – Balance September 30, 2023 ( 40,029 ) ( 3,610 ) ( 43,639 ) The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated statement of cash flows for the nine months ended September 30, 2023 are as follows: Nine Months Ended, September 30, 2023 As reported Adjustment Restated CASH FLOW FROM OPERATING ACTIVITIES Net loss $ ( 54,316 ) $ ( 3,610 ) $ ( 57,926 ) Adjustments to reconcile net loss to net cash provided by (used in) operations: Change in operating assets and liabilities 17,965 3,610 21,575 Inventory ( 3,490 ) 4,079 589 Accrued and other liabilities 18,275 ( 469 ) 17,806 The effect of the restatements also impacts the following notes to the unaudited interim condensed consolidated financial statements: - Note 3 Inventories - Note 7 Income Taxes - Note 8 Segment Information - Note 13 Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information |
Organization and Description _2
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | (a) Description of Business iAnthus Capital Holdings, Inc. (“ICH”), together with its consolidated subsidiaries (the “Company”) was incorporated under the laws of British Columbia, Canada, on November 15, 2013. The Company is a vertically-integrated multi-state owner and operator of licensed cannabis cultivation, processing and dispensary facilities in the United States. Through the Company’s subsidiaries, licenses, interests and contractual arrangements, the Company has the capacity to operate dispensaries and cultivation/processing facilities, and manufacture and distribute cannabis across the states in which the Company operates in the U.S. The Company’s registered office is located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7, Canada. The Company is listed on the Canadian Securities Exchange (the “CSE”) under the ticker symbol “IAN” and on the OTCQB Tier of the OTC Markets Group Inc. under the symbol “ITHUF.” The Company’s business activities, and the business activities of its subsidiaries, which operate in jurisdictions where the use of marijuana has been legalized under state and local laws, currently are illegal under U.S. federal law. The U.S. Controlled Substances Act classifies marijuana as a Schedule I controlled substance. Any proceeding that may be brought against the Company could have a material adverse effect on the Company’s business plans, financial condition and results of operations. |
Basis of Presentation | (b) Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and, therefore, certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. 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 for the year ended December 31, 2022, included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 30, 2023. 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 periods presented. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported on the unaudited interim condensed consolidated financial statements. Actual results could differ from these estimates. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2023, or any other period. Except as otherwise stated, these unaudited interim condensed consolidated financial statements are presented in U.S. dollars. |
Consummation of Recapitalization Transaction | (c) Consummation of Recapitalization Transaction On June 24, 2022 (the “Closing Date”), the Company completed its previously announced recapitalization transaction (the “Recapitalization Transaction”) pursuant to the terms of the Restructuring Support Agreement (the “Restructuring Support Agreement”) dated July 10, 2020, as amended on June 15, 2021, by and among the Company, all of the holders (the “Secured Lenders”) of the 13.0 % senior secured convertible debentures (the “Secured Notes”) issued by iAnthus Capital Management, LLC (“ICM”), a wholly-owned subsidiary of the Company, and a majority of the holders (the “Consenting Unsecured Lenders”) of the Company’s 8.0 % unsecured convertible debentures (the “Unsecured Debentures”). Closing of the Recapitalization Transaction through an amended and restated plan of arrangement (the “Plan of Arrangement”) was subject to certain conditions, including: approval of the Secured Lenders, all of the holders (the “Unsecured Lenders” and together with the Secured Lenders, the “Lenders”) of the Unsecured Debentures and existing holders of our common shares, warrants and options; approval of the Plan of Arrangement by the Supreme Court of British Columbia (the "Court"); and the receipt of all necessary state regulatory approvals in which the Company operates that required approval; and approval by the Canadian Securities Exchange (collectively, the "Requisite Approvals"). All Requisite Approvals required to close the Recapitalization Transaction were satisfied, conditioned, or waived by the Company, the Secured Lenders and Consenting Unsecured Lenders on the Closing Date. Pursuant to the terms of the Restructuring Support Agreement, Gotham Green Admin 1, LLC as collateral agent (the “Collateral Agent”), the Secured Lenders and the Consenting Unsecured Lenders agreed to forbear from further exercising any rights or remedies in connection with any events of default that existed or may have existed in the future arising under any of the purchase agreements with respect to the Secured Notes and all other agreements delivered in connection therewith, the purchase agreements with respect to the Unsecured Debentures and all other agreements delivered in connection therewith and any other agreement to which the Collateral Agent, Secured Lenders, or Consenting Unsecured Lenders are a party to (collectively, the “Defaults”). As of the Closing Date, the Collateral Agent, Secured Lenders and Consenting Unsecured Lenders irrevocably waived all Defaults. In connection with the closing of the Recapitalization Transaction, the Company issued an aggregate of 6,072,580 common shares to the Secured Lenders and the Unsecured Lenders. Specifically, the Company issued 3,036,290 common shares (the “Secured Lender Shares”), or 48.625 % of the outstanding common shares of the Company, to the Secured Lenders and 3,036,290 common shares (the “Unsecured Lender Shares” and together with Secured Lender Shares, the “Shares”), or 48.625 % of the outstanding common shares of the Company, to the Unsecured Lenders. As of the Closing Date, there were 6,244,298 common shares of the Company issued and outstanding. As of the Closing Date, the then existing holders of the Company’s common shares collectively held 171,718 common shares, or 2.75 % of the outstanding common shares of the Company. As of the Closing Date, the outstanding principal amount of the Secured Notes (including the interim financing secured notes in the aggregate principal amount of approximately $ 14.7 million originally due on July 13, 2025 ) together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Secured Lender Shares, (B) the June Secured Debentures (as defined below) in the aggregate principal amount of $ 99.7 million and (C) the June Unsecured Debentures (as defined below) in the aggregate principal amount of $ 5.0 million. Also, as of the Closing Date, the outstanding principal amount of the Unsecured Debentures together with interest accrued and fees thereon were forgiven in part and exchanged for (A) the Unsecured Lender Shares and (B) the June Unsecured Debentures in the aggregate principal amount of $ 15.0 million. Furthermore, all existing options and warrants to purchase common shares of the Company, including certain debenture warrants and exchange warrants previously issued to the Secured Lenders, the warrants previously issued in connection with the Unsecured Debentures and all other Affected Equity (as defined in the Plan of Arrangement), were cancelled and extinguished for no consideration. Secured Debenture Purchase Agreement In connection with the closing of the Recapitalization Transaction, the Company entered into a Third Amended and Restated Secured Debenture Purchase Agreement (the “Secured DPA”), dated as of June 24, 2022, with ICM, the other Credit Parties (as defined in the Secured DPA), the Collateral Agent, and the lenders party thereto (the “New Secured Lenders”) pursuant to which ICM issued the New Secured Lenders 8.0 % secured debentures (the “June Secured Debentures”) in the aggregate principal amount of $ 99.7 million pursuant to the Plan of Arrangement. The June Secured Debentures accrue interest at a rate of 8.0 % per annum (increasing to 11.0 % upon the occurrence of an Event of Default (as defined in the Secured DPA)), are due on June 24, 2027 and may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date upon prior written notice to the New Secured Lenders without premium or penalty. Upon receipt of a Change of Control Notice (as defined in the Secured DPA), each New Secured Lender may provide notice to ICM to either (i) purchase the June Secured Debenture at a price equal to 103.0 % of the then outstanding principal amount together with interest accrued thereon (the “Offer Price”) or (ii) if the Change of Control Transaction (as defined in Secured DPA) results in a new issuer, or if the New Secured Lender desires that the June Secured Debenture remain unpaid and continue in effect after the closing of the Change of Control Transaction, convert or exchange the June Secured Debenture into a replacement debenture of the new issuer or ICM, as applicable, in the aggregate principal amount of the Offer Price on substantially equivalent terms to those terms contained in the June Secured Debenture. Notwithstanding the foregoing, if 90.0 % or more of the principal amount of all June Secured Debentures outstanding have been tendered for redemption on the date of the Change of Control Notice, ICM may, at its sole discretion, redeem all of the outstanding June Secured Debentures at the Offer Price. As security for the Obligations (as defined in the Secured DPA), ICM and the Company granted to the Collateral Agent, for the benefit of the New Secured Lenders, a security interest over all of their present and after acquired personal property. Pursuant to the Secured DPA, so long as Gotham Green Partners, LLC or any of its Affiliates (as defined in the Secured DPA) hold at least 50.0 % of the outstanding principal amount of June Secured Debentures, the Collateral Agent will have the right to appoint two non-voting observers to the Company’s board of directors (the "Board" or "Board of Directors"), each of which shall receive up to a maximum amount of $ 25 in any 12-month period for reasonable out-of-pocket expenses. In addition, pursuant to the Secured DPA, the New Secured Lenders purchased an additional $ 25.0 million of June Secured Debentures (the “Additional Secured Debentures”). Unsecured Debenture Purchase Agreement In connection with the closing of the Recapitalization Transaction, ICH, as guarantor of the Guaranteed Obligations (as defined in the Unsecured DPA (as defined herein)), entered into an Unsecured Debenture Purchase Agreement (the “Unsecured DPA”) dated as of June 24, 2022 with ICM, the Secured Lenders and the Consenting Unsecured Lenders pursuant to which ICM issued 8.0 % unsecured debentures (the “June Unsecured Debentures”) in the aggregate principal amount of $ 20.0 million pursuant to the Plan of Arrangement, including $ 5.0 million to the Secured Lenders and $ 15.0 million to the Unsecured Lenders. The June Unsecured Debentures accrue interest at a rate of 8.0 % per annum (increasing to 11.0 % upon the occurrence of an Event of Default (as defined in the Unsecured DPA)), are due on June 24, 2027 and may be prepaid on a pro rata basis from and after the third anniversary of the Closing Date upon prior written notice to the Unsecured Lenders without premium or penalty. Upon receipt of a Change of Control Notice (as defined in the Unsecured DPA), each Unsecured Lender may provide notice to ICM to either (i) purchase the June Unsecured Debenture at a price equal to 103.0 % of the then outstanding principal amount together with interest accrued thereon (the “Unsecured Offer Price”) or (ii) if the Change of Control Transaction (as defined in Unsecured DPA) results in a new issuer, or if the Unsecured Lender desires that the June Unsecured Debenture remain unpaid and continue in effect after the closing of the Change of Control Transaction, convert or exchange the June Unsecured Debenture into a replacement debenture of the new issuer or ICM, as applicable, in the aggregate principal amount of the Unsecured Offer Price on substantially equivalent terms to those terms contained in the June Unsecured Debenture. Notwithstanding the foregoing, if 90.0 % or more of the principal amount of all June Unsecured Debentures outstanding have been tendered for redemption on the date of the Change of Control Notice, ICM may, at its sole discretion, redeem all of the outstanding June Unsecured Debentures at the Unsecured Offer Price. Pursuant to the Unsecured DPA, the Obligations (as defined in the Unsecured DPA) are subordinated in right of payment to the Senior Indebtedness (as defined in the Unsecured DPA). Refer to Note 5 for further discussion regarding the Recapitalization Transaction. |
Going Concern | (d) Going Concern These unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will be able to continue its operations and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the three and nine months ended September 30, 2023, the Company reported net losses of $ 19.2 million and $ 57.9 million, respectively, an operating cash inflow of $ 4.7 million for the nine months ended September 30, 2023, and an accumulated deficit of $ 1,308.9 million as of September 30, 2023. The closing of the Recapitalization Transaction resulted in lower interest rates on the June Secured Debentures and the $ 11.0 million senior secured bridge notes issued by iAnthus New Jersey, LLC (“INJ”) on February 2, 2021 (“Senior Secured Bridge Notes”) and allows interest to be paid-in-kind. As such, the Company believes it may continue to generate positive cash flows from operations in the near future. Notwithstanding the foregoing, the Company’s substantial losses and working capital deficiency cast substantial doubt on the Company’s ability to continue as a going concern for a period of no less than 12 months from the date of this report. These unaudited interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Basis of Consolidation | (e) Basis of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of ICH together with its consolidated subsidiaries, except for subsidiaries which ICH has identified as variable interest entities where ICH is not the primary beneficiary. |
Use of Estimates | (f) Use of Estimates The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations regarding future events that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates. Significant estimates made by management include, but are not limited to: economic lives of leased assets; inputs used in the valuation of inventory; allowances for potential uncollectability of accounts receivable, provisions for inventory obsolescence; impairment assessment of long-lived assets; depreciable lives of property, plant and equipment; useful lives of intangible assets; accruals for contingencies including tax contingencies; valuation allowances for deferred income tax assets; estimates of fair value of identifiable assets and liabilities acquired in business combinations; estimates of fair value of derivative instruments; and estimates of the fair value of stock-based payment awards. |
Coronavirus Pandemic | (g) Coronavirus Pandemic The Company may be impacted by business interruptions from pandemics and public health emergencies, including those related to the novel coronavirus, known as COVID-19 (“COVID-19”). In the event of an outbreak of infectious disease, a pandemic, or a similar public health threat, such as the outbreak of COVID-19, or a fear of any of the foregoing, the Company may take actions that alter its business operations as may be required by federal, state or local authorities’ guidance and orders or take other steps that the Company determines are in the best interest of its employees, customers, partners, suppliers, shareholders, and stakeholders. Any such alterations or modifications could cause substantial interruption to the Company’s business and could have a material adverse effect on the Company’s business, operating results, financial condition, and the trading price of the Company’s common shares. For example, COVID-19 previously resulted in temporary closures of some of the Company’s facilities; labor shortages; adverse impacts on the Company’s supply chain and distribution channels; and increased network vulnerability and risk of data loss resulting from increased use of remote access and removal of data from the Company’s facilities. In addition, a health epidemic, such as COVID-19, could negatively impact capital expenditures and overall economic activity in the impacted regions, which could impact the demand for the Company’s products and services. It is unknown whether and how the Company may be impacted if the COVID-19 pandemic continues to persist or if there are increases in its breadth or in its severity, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which the Company is subject. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of its common shares. |
Revision of Prior Period Financial Statements | (h) Revision of Prior Period Financial Statements During the three months ended March 31, 2022, the Company determined that it had not appropriately recorded cost of inventory as of December 31, 2021. This resulted in an overstatement of the inventory balance, accrued and other current liabilities, income tax expense and accumulated deficit as of December 31, 2021, and an understatement of costs and expenses applicable to revenues for the year ended December 31, 2021. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. The effect of the adjustments on the line items within the Company’s unaudited interim condensed consolidated statements of changes in shareholders’ deficit for three and nine months ended September 30, 2022 is as follows: September 30, 2022 As reported Adjustment As revised Accumulated deficit – Balance January 1, 2022 $ ( 800,390 ) $ ( 1,242 ) $ ( 801,632 ) Total shareholders’ deficit – January 1, 2022 ( 22,397 ) ( 1,242 ) ( 23,639 ) |
Organization and Description _3
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Effects of the Adjustment on the Line items Within Consolidated Financial Statements | The effect of the adjustments on the line items within the Company’s unaudited interim condensed consolidated statements of changes in shareholders’ deficit for three and nine months ended September 30, 2022 is as follows: September 30, 2022 As reported Adjustment As revised Accumulated deficit – Balance January 1, 2022 $ ( 800,390 ) $ ( 1,242 ) $ ( 801,632 ) Total shareholders’ deficit – January 1, 2022 ( 22,397 ) ( 1,242 ) ( 23,639 ) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for operating leases as of September 30, 2023, were as follows: Operating Leases 2024 $ 7,747 2025 7,869 2026 7,825 2027 7,246 2028 7,143 Thereafter 48,668 Total lease payments $ 86,498 Less: interest expense ( 51,477 ) Present value of lease liabilities $ 35,021 Weighted-average remaining lease term (years) 10.5 Weighted-average discount rate 20 % |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows: September 30, December 31, Balance Sheet Information Classification 2023 2022 Operating right-of-use assets, net Operating leases $ 26,377 $ 28,399 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,747 $ 7,789 Long-term portion of operating lease liabilities Operating leases 27,274 28,836 Total $ 35,021 $ 36,625 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of inventories | Inventories are comprised of the following items: September 30, December 31, 2023 2022 (Restated) (Audited) Supplies $ 4,111 $ 7,018 Raw materials 10,522 8,903 Work in process 5,369 5,807 Finished goods 8,135 8,703 Inventory reserve ( 566 ) ( 631 ) Total $ 27,571 $ 29,800 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Business Acquisitions Allocation of the purchase price | The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed: Consideration Cash $ 1 Settlement of pre-existing relationships 19,193 Fair value of consideration $ 19,194 Assets acquired and liabilities assumed Cash $ 5 Fixed assets 100 Other non-current assets 15 Intangible assets 19,100 Accounts payable ( 15 ) Accrued and other current liabilities ( 11 ) Net assets acquired $ 19,194 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | The following table summarizes long term debt outstanding as of September 30, 2023: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2023 $ 13,852 $ 90,273 $ 26,067 $ 16,175 $ 945 $ 147,312 Fair value of financial 15,019 6,437 1,614 1,291 — 24,361 Accretion of balance 99 2,151 — 696 — 2,946 Debt extinguishment ( 13,886 ) — — — — ( 13,886 ) Deconsolidation — — — — ( 144 ) ( 144 ) Repayment — — — — ( 37 ) ( 37 ) As of September 30, 2023 $ 15,084 $ 98,861 $ 27,681 $ 18,162 $ 764 $ 160,552 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary Of Warrants Activity | The following table summarizes certain information in respect of the Company’s warrants: September 30, 2023 December 31, 2022 Units Weighted Average Exercise Price (C$) Units Weighted Average Exercise Price (C$) Warrants outstanding, beginning — $ — 22,640 $ 3.56 Forfeited — — ( 17,955 ) 2.52 Expired — — ( 4,685 ) 7.53 Warrants outstanding, ending — $ — — $ — |
Summary Of Potentially Dilutive Securities | The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Common share options 7,877 7,877 Restricted stock units 337,115 173,230 Total 344,992 181,107 |
Summary Of Option Activity | The following table summarizes certain information in respect of option activity during the period: . Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Units Weighted Average (1) Weighted Average Contractual Life Units Weighted Average (1) Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 7.78 10,504 $ 3.65 — Granted — — — 7,877 0.05 — Cancellations — — — ( 7,111 ) 3.48 — Forfeitures — — — ( 3,152 ) 4.33 — Expirations — — — ( 241 ) 0.89 — Options outstanding, ending (2) 7,877 $ 0.05 6.78 7,877 $ 0.05 7.78 (1) The Original Awards are d enominated in Canadian dollars. Exercise prices have been converted to U.S. dollar equivalents using an exchange rate of CAD $ 1.352 to $ 1.00 as of September 30, 2023 . (2) As of September 30, 2023 , 7,877 of the stock options outstanding were exercisable (December 31, 2022 - 6,564 ). |
Summary Of Restricted Stock Units Activity | The following table summarizes certain information in respect of RSU activity during the period: Nine Months Ended September 30, 2023 Year Ended December 31, 2022 Units Weighted (1) Units Weighted (1) Unvested balance, beginning 129,671 $ 0.07 — $ — Granted 246,121 0.02 474,557 0.08 Vested ( 97,932 ) 0.08 ( 263,155 ) 0.09 Forfeited ( 9,983 ) 0.07 ( 81,731 ) 0.10 Unvested balance, ending 267,877 $ 0.02 129,671 $ 0.07 (1) Weighted average grant price is presented in U.S. dollars for the nine months ended September 30, 2023 , as compared to previously issued financial statements, which present this figure in Canadian dollars. |
Summary Of Black Scholes Option Pricing Model | The Company used the Black-Scholes option pricing model to estimate the fair value of the options at the grant date using the following assumptions: September 30, 2023 December 31, 2022 Risk-free interest rate — 3.8 % Expected dividend yield — 0.0 % Expected volatility — 128.6 % Expected life — 4.3 years |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense and Effective Tax Rates | The following table summarizes the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Loss before income taxes $ ( 15,871 ) $ ( 17,670 ) $ ( 45,374 ) $ ( 391,068 ) Income tax expense 3,311 4,325 12,552 14,591 Effective tax rate - 20.9 % - 24.5 % - 27.7 % - 3.7 % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The below table presents results by segment for the three and nine months ended September 30, 2023 and 2022: Reportable Segments Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (Restated) (Restated) Revenues Eastern Region $ 30,036 $ 23,771 $ 76,871 $ 74,315 Western Region 12,854 15,331 41,260 50,476 Other (1) — 269 227 851 Total $ 42,890 $ 39,371 $ 118,358 $ 125,642 Gross profit (loss) Eastern Region $ 8,837 $ 11,213 $ 32,767 $ 41,550 Western Region 4,511 4,878 14,762 16,501 Other — 90 ( 279 ) 290 Total $ 13,348 $ 16,181 $ 47,250 $ 58,341 Depreciation and amortization Eastern Region $ 4,185 $ 4,659 $ 12,999 $ 13,595 Western Region 1,827 3,033 5,507 9,044 Other 123 132 377 401 Total $ 6,135 $ 7,824 $ 18,883 $ 23,040 (Recoveries), write-downs and other charges, net Eastern Region ( 1 ) ( 778 ) $ ( 21 ) $ ( 702 ) Western Region ( 68 ) — ( 76 ) — Other — ( 361 ) 564 ( 226 ) Total $ ( 69 ) $ ( 1,139 ) $ 467 $ ( 928 ) Net (loss) income Eastern Region $ ( 8,227 ) $ ( 4,312 ) $ ( 21,073 ) $ 374 Western Region ( 925 ) ( 2,557 ) ( 2,497 ) ( 5,491 ) Other ( 10,030 ) ( 15,126 ) ( 34,356 ) ( 400,542 ) Total $ ( 19,182 ) $ ( 21,995 ) $ ( 57,926 ) $ ( 405,659 ) Purchase of property, plant and equipment Eastern Region $ 543 $ 741 $ 2,451 $ 4,779 Western Region — 292 34 982 Other — — 3 3 Total $ 543 $ 1,033 $ 2,488 $ 5,764 Purchase of other intangible assets Eastern Region $ 54 $ — $ 2,389 $ — Western Region — — — — Other 5 38 15 108 Total $ 59 $ 38 $ 2,404 $ 108 (1) Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. The Company has deconsolidated results from its Vermont and CBD operations as of March 8, 2023 and May 8, 2023, respectively. As of September 30, As of December 31, 2023 2022 (Restated) (Audited) Assets Eastern Region $ 220,439 $ 226,458 Western Region 54,421 60,896 Other 11,254 16,113 Total $ 286,114 $ 303,467 |
Summary of Disaggregation of Revenue | For the three and nine months ended September 30, 2023 and 2022, the Company disaggregated its revenues as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue iAnthus branded products $ 22,791 $ 20,809 $ 65,565 $ 66,145 Third party branded products 17,315 16,557 45,517 51,984 Wholesale/bulk/other products 2,784 2,005 7,276 7,513 Total $ 42,890 $ 39,371 $ 118,358 $ 125,642 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Text Block [Abstract] | |
Summary of fair value hierarchy of Company's financial assets and financial liabilities | The following table summarizes the fair value hierarchy for the Company’s financial assets and financial liabilities that are re-measured at their fair values periodically: As of September 30, 2023 As of December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments - other (1) $ 145 $ — $ — $ 145 $ 130 $ — $ — $ 130 (1) Long-term investments – other are included in the investments balance on the unaudited interim condensed consolidated balance sheets. |
Summary of changes in level one finnacial assets | The following table summarizes the changes in Level 1 financial assets: Financial Assets Balance as of December 31, 2022 $ 130 Revaluations on Level 1 instruments 15 Balance as of September 30, 2023 $ 145 |
Summary of long-term debt instruments at their carrying value and fair value | The following table summarizes the Company’s long-term debt instruments (Note 5) at their carrying value and fair value: As of September 30, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 18,162 $ 16,876 $ 16,175 $ 14,787 June Secured Debentures 126,542 115,977 116,340 103,612 Secured Notes 15,084 15,330 13,852 13,694 Other 764 786 945 819 Total $ 160,552 $ 148,969 $ 147,312 $ 132,912 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | The following table summarizes the Company’s contractual obligations and commitments as of September 30, 2023: 2024 2025 2026 2027 2028 Operating leases $ 7,747 $ 7,869 $ 7,825 $ 7,246 $ 7,143 Service and other contracts 3,255 359 — — — Long-term debt 15,797 61 71 216,380 94 Total $ 26,799 $ 8,289 $ 7,896 $ 223,626 $ 7,237 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related Party Transactions September 30, December 31, 2023 2022 Financial Statement Line Item Current portion of long-term debt, net of issuance costs (1) 15,085 — Long-term debt, net of issuance costs (1) 140,212 142,295 Accrued and other current liabilities 7,685 7,620 Total $ 162,982 $ 149,915 (1) Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 5 for further discussion . |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Payments | (a) Cash payments made on account of: For the Nine Months Ended September 30, 2023 2022 Income taxes (including interest and penalties) $ 3,148 $ 2,408 Interest 86 71 |
Summary of Changes in Other Non-cash Operating Assets and Liabilities | (b) Changes in operating assets and liabilities are comprised of the following: For the Nine Months Ended September 30, 2023 2022 (Restated) Decrease (increase) in: Accounts receivables, net $ ( 770 ) $ 154 Prepaid expenses ( 302 ) ( 312 ) Inventories, net 589 ( 672 ) Other current assets 173 586 Other long-term assets ( 59 ) ( 10 ) Operating leases ( 1,098 ) ( 969 ) (Decrease) increase in: Accounts payable 5,236 ( 2,325 ) Accrued and other current liabilities 17,806 18,794 $ 21,575 $ 15,246 |
Summary of Depreciation and Amortization of Assets | (c) Depreciation and amortization are comprised of the following: For the Nine Months Ended September 30, 2023 2022 Property, plant and equipment $ 8,408 $ 10,800 Operating lease ROU assets 1,514 1,748 Intangible assets 10,475 12,240 $ 20,397 $ 24,788 |
Summary of Asset Write downs and Other Charges | (d) (Recoveries), write-downs and other charges, net are comprised of the following: For the Nine Months Ended September 30, 2023 2022 Account receivable recoveries $ 4 $ ( 16 ) Operating lease liabilities — ( 354 ) Operating lease ROU assets 1 ( 29 ) Property, plant and equipment 462 ( 529 ) $ 467 $ ( 928 ) |
Summary of significant non-cash investing and financing activities | (e) Significant non-cash investing and financing activities are as follows: For the Nine Months Ended September 30, 2023 2022 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 10,576 $ 4,949 Non-cash consideration for asset acquisition — 19,193 Shares issued to settle MPX purchase options assumed from the MPX Acquisition 1,500 Non-cash issuance of shares from consummation of the Recapitalization Transaction — 455,443 Non-cash debt extinguishment from the consummation of the Recapitalization Transaction — ( 238,269 ) Non-cash issuance of June Secured Debentures and June Unsecured Debentures from the consummation of the Recapitalization Transaction — 99,402 |
Summary of reconciliation of cash and restricted cash | The following table provides a reconciliation of cash and restricted cash reported on the unaudited interim condensed consolidated balance sheets to such amounts presented in the statements of cash flows: September 30, December 31, 2023 2022 Cash $ 15,104 $ 14,336 Restricted cash 70 70 Total cash and restricted cash presented in the statements of cash flows $ 15,174 $ 14,406 |
Restatement of Previously Iss_2
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prior Period Adjustment [Abstract] | |
Summary of effect of restatement on the line items within consolidated Balance Sheet | The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated balance sheet as of September 30, 2023, are as follows: September 30, 2023 As reported Adjustment Restated Inventories $ 31,650 $ ( 4,079 ) $ 27,571 Current assets 54,72 6 ( 4,079 ) 50,647 Total assets 290,193 ( 4,079 ) 286,114 Accrued and other current liabilities 94,467 ( 469 ) 93,998 Current liabilities 133,769 ( 469 ) 133,300 Total liabilities 330,222 ( 469 ) 329,753 Accumulated deficit ( 1,305,339 ) ( 3,610 ) ( 1,308,949 ) Total shareholders’ deficit ( 40,029 ) ( 3,610 ) ( 43,639 ) Total liabilities and shareholders’ deficit 290,193 ( 4,079 ) 286,114 |
Summary of effect of restatement on the line items within consolidated Income Statement | The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated income statement for the three and nine months ended September 30, 2023 are as follows: Three Months Ended September 30, 2023 As reported Adjustment Restated Costs and expenses applicable to revenues $ ( 25,463 ) $ ( 4,079 ) $ ( 29,542 ) Gross profit 17,427 ( 4,079 ) 13,348 Loss from operations ( 7,555 ) ( 4,079 ) ( 11,634 ) Loss before income tax ( 11,792 ) ( 4,079 ) ( 15,871 ) Income tax expense 3,780 ( 469 ) 3,311 Net loss ( 15,572 ) ( 3,610 ) ( 19,182 ) Earnings per share ( 0.00 ) ( 0.00 ) ( 0.00 ) Nine Months Ended September 30, 2023 As reported Adjustment Restated Costs and expenses applicable to revenues $ ( 67,029 ) $ ( 4,079 ) $ ( 71,108 ) Gross profit 51,329 ( 4,079 ) 47,250 Loss from operations ( 27,017 ) ( 4,079 ) ( 31,096 ) Loss before income tax ( 41,295 ) ( 4,079 ) ( 45,374 ) Income tax expense 13,021 ( 469 ) 12,552 Net loss ( 54,316 ) ( 3,610 ) ( 57,926 ) Earnings per share ( 0.01 ) ( 0.00 ) ( 0.01 ) |
Summary of effect of restatement on the line items within consolidated Statement of changes in Shareholders' Deficit | The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated statement of changes in shareholders' deficit as of September 30, 2023 are as follows: September 30, 2023 As reported Adjustment As revised Accumulated deficit – Balance September 30, 2023 $ ( 1,305,339 ) $ ( 3,610 ) $ ( 1,308,949 ) Total shareholders’ deficit – Balance September 30, 2023 ( 40,029 ) ( 3,610 ) ( 43,639 ) |
Summary of effect of restatement on the line items within consolidated Statement of Cash Flow | The effect of the restatement on the line items within the Company’s unaudited interim condensed consolidated statement of cash flows for the nine months ended September 30, 2023 are as follows: Nine Months Ended, September 30, 2023 As reported Adjustment Restated CASH FLOW FROM OPERATING ACTIVITIES Net loss $ ( 54,316 ) $ ( 3,610 ) $ ( 57,926 ) Adjustments to reconcile net loss to net cash provided by (used in) operations: Change in operating assets and liabilities 17,965 3,610 21,575 Inventory ( 3,490 ) 4,079 589 Accrued and other liabilities 18,275 ( 469 ) 17,806 |
Organization and Description _4
Organization and Description of Business - Summary of Effects of the Adjustment on the Line items Within Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accumulated deficit | $ (1,308,949) | $ (1,251,023) | $ (801,632) | ||||
Total shareholders' deficit | (43,639) | $ (24,904) | $ 10,989 | $ 53,638 | $ 70,976 | (23,639) | $ (23,639) |
Previously Reported [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accumulated deficit | (1,305,339) | (800,390) | |||||
Total shareholders' deficit | $ (40,029) | (22,397) | |||||
Revision of Prior Period, Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accumulated deficit | (1,242) | ||||||
Total shareholders' deficit | $ (1,242) |
Organization and Description _5
Organization and Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 02, 2023 | Jun. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 01, 2022 | Jan. 01, 2022 | Feb. 02, 2021 | Jul. 10, 2020 | |
Net loss | $ (19,182) | $ (21,995) | $ (57,926) | $ (405,659) | |||||||
Accumulated deficit | $ (1,308,949) | (1,308,949) | $ (1,251,023) | $ (801,632) | |||||||
Debt instrument face amount | $ 4,600 | ||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 4,745 | $ (14,145) | |||||||||
Common Stock, Shares, Outstanding | 6,459,844,000 | 6,459,844,000 | 6,403,289,000 | ||||||||
Recapitalization transaction [Member] | |||||||||||
Debt instrument face amount | $ 14,700 | ||||||||||
Stock issued during period, shares, new issues | 6,072,580 | ||||||||||
Percentage of outstanding shares Held | 2.75% | 97.25% | 97.25% | ||||||||
Common Stock, Shares, Outstanding | 6,244,298 | ||||||||||
Debt conversion, original debt, amount | $ 238,200 | ||||||||||
Secured Notes Conversion to June Secured Debentures [Member] | Recapitalization transaction [Member] | |||||||||||
Debt conversion, original debt, amount | $ 5,000 | ||||||||||
Existing Shareholders [Member] | Recapitalization transaction [Member] | |||||||||||
Common Stock, Shares, Outstanding | 171,718 | ||||||||||
Secured Debt [Member] | Recapitalization transaction [Member] | |||||||||||
Interest rate on secured notes | 13% | ||||||||||
Debt conversion, original debt, amount | $ 14,700 | ||||||||||
Debt instrument maturity date | Jul. 13, 2025 | ||||||||||
Secured Debt [Member] | Secured Notes Conversion to June Secured Debentures [Member] | Recapitalization transaction [Member] | |||||||||||
Debt conversion, original debt, amount | $ 99,700 | ||||||||||
Secured Debt [Member] | Secured Lenders [Member] | Recapitalization transaction [Member] | |||||||||||
Stock issued during period, shares, new issues | 3,036,290 | ||||||||||
Percentage of outstanding shares Held | 48.625% | ||||||||||
Secured Debt [Member] | Secured Lenders [Member] | Secured Debenture Purchase Agreement [Member] | |||||||||||
Debt instrument face amount | $ 99,700 | ||||||||||
Interest rate on secured notes | 8% | ||||||||||
Debt instrument maturity date | Jun. 24, 2027 | ||||||||||
Debt instrument, interest rate | 8% | ||||||||||
Debt instrument interest percentage on event of default | 11% | ||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 103% | ||||||||||
Percentage of total outstanding debt instrument principal amount | 90% | ||||||||||
Secured Debt [Member] | Gotham Green Partners, LLC and Affiliates [Member] | Secured Debenture Purchase Agreement [Member] | |||||||||||
Percentage of outstanding shares Held | 50% | ||||||||||
Maximum threshold remuneration payable to director | $ 25 | ||||||||||
Unsecured Debt [Member] | Recapitalization transaction [Member] | |||||||||||
Interest rate on secured notes | 8% | ||||||||||
Debt conversion, original debt, amount | $ 238,200 | ||||||||||
Unsecured Debt [Member] | UnSecured Debenture Purchase Agreement [Member] | |||||||||||
Debt instrument face amount | $ 20,000 | ||||||||||
Debt instrument maturity date | Jun. 24, 2027 | ||||||||||
Debt instrument, interest rate | 8% | ||||||||||
Debt instrument interest percentage on event of default | 11% | ||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 103% | ||||||||||
Percentage of total outstanding debt instrument principal amount | 90% | ||||||||||
Unsecured Debt [Member] | Conversion to June Unsecured Debentures | Recapitalization transaction [Member] | |||||||||||
Debt conversion, original debt, amount | $ 15,000 | ||||||||||
Unsecured Debt [Member] | Secured Lenders [Member] | UnSecured Debenture Purchase Agreement [Member] | |||||||||||
Debt instrument face amount | $ 5,000 | ||||||||||
Unsecured Debt [Member] | Unsecured Lenders [Member] | Recapitalization transaction [Member] | |||||||||||
Stock issued during period, shares, new issues | 3,036,290 | ||||||||||
Percentage of outstanding shares Held | 48.625% | ||||||||||
Unsecured Debt [Member] | Unsecured Lenders [Member] | UnSecured Debenture Purchase Agreement [Member] | |||||||||||
Debt instrument face amount | $ 15,000 | ||||||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | |||||||||||
Debt instrument face amount | $ 25,000 | ||||||||||
Senior Secured Bridge Notes [Member] | I Anthus New Jersey LLC [Member] | |||||||||||
Debt instrument face amount | $ 11,000 | ||||||||||
Debt instrument maturity date | Feb. 02, 2021 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Selling, General and Administrative Expenses, and Depreciation and Amortization Expenses [Member] | ||||
Operating lease expense | $ 2.3 | $ 2.4 | $ 6.8 | $ 7.1 |
Other Income [Member] | Sublease [Member] | ||||
Sublease Income | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.7 |
Minimum [Member] | ||||
Sublease lease term | 1 year | |||
Maximum [Member] | ||||
Sublease lease term | 15 years |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities for Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | $ 7,747 | |
2025 | 7,869 | |
2026 | 7,825 | |
2027 | 7,246 | |
2028 | 7,143 | |
Thereafter | 48,668 | |
Total lease payments | 86,498 | |
Less: interest expense | (51,477) | |
Present value of lease liabilities | $ 35,021 | $ 36,625 |
Weighted-average remaining lease term (years) | 10 years 6 months | |
Weighted-average discount rate | 20% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Disclosure Of Supplemental Balance Sheet Information Related To Leases [Abstract] | ||
Operating right-of-use assets, net | $ 26,377 | $ 28,399 |
Lease liabilities | ||
Current portion of operating lease liabilities | 7,747 | 7,789 |
Long-term portion of operating lease liabilities | 27,274 | 28,836 |
Total | $ 35,021 | $ 36,625 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Supplies | $ 4,111 | $ 7,018 |
Raw materials | 10,522 | 8,903 |
Work in process | 5,369 | 5,807 |
Finished goods | 8,135 | 8,703 |
Inventory reserve | (566) | (631) |
Total | $ 27,571 | $ 29,800 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory [Line Items] | ||||
Inventory | $ 0 | $ 0 | $ 0.9 | $ 0.5 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Feb. 01, 2022 | |
Business Acquisition [Line Items] | |||
Debt instrument face amount | $ 4.6 | ||
Percentage of remaining acquisition by exercised the options | 1% | ||
Business combination, acquisition related costs | $ 0 | $ 0.3 | |
MPX New Jersey [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of conversion of loan into equity | 99% | ||
MPX NJ [Member] | |||
Business Acquisition [Line Items] | |||
Business combination , non cash consideration | 14.5 | ||
Tax impact on business combination | 4.1 | ||
Gain loss on business combination | $ 10.5 |
Acquisitions - Summary of Busin
Acquisitions - Summary of Business Acquisitions Allocation of the purchase price (Detail) - MPX New Jersey [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Consideration | |
Cash | $ 1 |
Settlement of pre-existing relationships | 19,193 |
Fair value of consideration | 19,194 |
Assets acquired and liabilities assumed | |
Cash | 5 |
Fixed assets | 100 |
Other non-current assets | 15 |
Intangible assets | 19,100 |
Accounts payable | (15) |
Accrued and other current liabilities | (11) |
Net Assets Acquired | $ 19,194 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Beginning balance | $ 147,312 | |
Fair value of financial liabilities issued | 24,361 | |
Accretion of balance | 2,946 | |
Debt extinguishment | (13,886) | |
Deconsolidation | (144) | |
Repayment | (37) | $ (347) |
Ending balance | 160,552 | |
Secured Notes | ||
Debt Instrument [Line Items] | ||
Beginning balance | 13,852 | |
Fair value of financial liabilities issued | 15,019 | |
Accretion of balance | 99 | |
Debt extinguishment | (13,886) | |
Ending balance | 15,084 | |
June Secured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 90,273 | |
Fair value of financial liabilities issued | 6,437 | |
Accretion of balance | 2,151 | |
Ending balance | 98,861 | |
Additional Secured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 26,067 | |
Fair value of financial liabilities issued | 1,614 | |
Ending balance | 27,681 | |
June Unsecured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 16,175 | |
Fair value of financial liabilities issued | 1,291 | |
Accretion of balance | 696 | |
Ending balance | 18,162 | |
Other | ||
Debt Instrument [Line Items] | ||
Beginning balance | 945 | |
Deconsolidation | (144) | |
Repayment | (37) | |
Ending balance | $ 764 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||
Feb. 02, 2023 | Jun. 24, 2022 | Feb. 02, 2021 | Jul. 13, 2020 | Dec. 20, 2019 | Sep. 30, 2019 | May 02, 2019 | Mar. 18, 2019 | May 14, 2018 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 01, 2022 | Jul. 10, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 4,600 | |||||||||||||||
Interest expense | $ 0 | $ 0 | $ 0 | $ 800 | ||||||||||||
Accretion expense | 994 | 1,020 | 2,946 | 2,561 | ||||||||||||
Secured debt long term fair value | 148,969 | 148,969 | $ 132,912 | |||||||||||||
Loss on extinguishment of debt | 0 | 0 | (1,288) | (316,577) | ||||||||||||
Share issuance - recapitalization transaction value | 455,443 | |||||||||||||||
Interest accrued on current and long term debt | $ 0 | $ 0 | 0 | |||||||||||||
Other Equity Method Investees [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Company's acquisition equity interests | 5% | 5% | ||||||||||||||
June Secured Debentures [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | $ 2,200 | 2,100 | $ 6,400 | 2,200 | ||||||||||||
Accretion expense | 700 | 700 | 2,200 | 800 | ||||||||||||
Secured debt long term fair value | 115,977 | 115,977 | 103,612 | |||||||||||||
June Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 99,700 | |||||||||||||||
Debt instrument maturity date | Jun. 24, 2027 | |||||||||||||||
June Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest percentage on event of default | 11% | |||||||||||||||
June Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||||||||
June Unsecured Debentures [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | 400 | 400 | 1,300 | 400 | ||||||||||||
Accretion expense | 200 | 200 | 700 | 200 | ||||||||||||
June Unsecured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 20,000 | |||||||||||||||
Debt instrument maturity date | Jun. 24, 2027 | |||||||||||||||
June Unsecured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest percentage on event of default | 11% | |||||||||||||||
June Unsecured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||||||||
Additional Secured Debentures [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest expense | 600 | 500 | 1,600 | $ 500 | ||||||||||||
Secured debt long term fair value | $ 25,000 | |||||||||||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 25,000 | |||||||||||||||
Debt instrument maturity date | Jun. 24, 2027 | |||||||||||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest percentage on event of default | 11% | |||||||||||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||||||||
Extinguishment of Non Recapitalization Transaction Debts [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unamortized debt issuance costs | 0 | 0 | 100 | |||||||||||||
Debt issuance costs, net | $ 700 | 700 | 700 | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Share issuance - Recapitalization Transaction, Shares | 6,072,580 | |||||||||||||||
Recapitalization transaction [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 14,700 | |||||||||||||||
Debt instrument, face amount | $ 119,700 | |||||||||||||||
Percentage of outstanding shares Held | 2.75% | 97.25% | 97.25% | |||||||||||||
Debt conversion, original debt, amount | $ 238,200 | |||||||||||||||
Interest accrued on current and long term debt | $ 56,300 | $ 56,300 | ||||||||||||||
Recapitalization transaction [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Share issuance - Recapitalization Transaction, Shares | 6,072,580 | |||||||||||||||
Share issuance - recapitalization transaction value | $ 455,400 | |||||||||||||||
Private Placement [Member] | March 2019 Equity Warrants [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Mar. 15, 2023 | |||||||||||||||
Interest rate on secured notes | 8% | |||||||||||||||
Debt instrument terms of interest payment | payable quarterly | |||||||||||||||
Class of warrants or rights number of shares covered by warrants or rights | 2,177,291 | |||||||||||||||
Class of warrants or rights exercise price per share | $ 6.43 | |||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50% | |||||||||||||||
Private Placement [Member] | May 2019 Equity Warrants [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Mar. 15, 2023 | |||||||||||||||
Interest rate on secured notes | 8% | |||||||||||||||
Debt instrument terms of interest payment | payable quarterly | |||||||||||||||
Class of warrants or rights number of shares covered by warrants or rights | 1,555,207 | |||||||||||||||
Class of warrants or rights exercise price per share | $ 6.43 | |||||||||||||||
Percentage of total interest that can be paid through cash or in kind route | 50% | |||||||||||||||
Class of warrant or rights expiry date | Mar. 15, 2022 | |||||||||||||||
I Anthus New Jersey LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Description about qualified financing | “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the Company of not less than $10 million from the subscription of the Company’s securities, including, but not limited to, a private placement or rights offering. | |||||||||||||||
Lenders [Member] | June Secured Debentures [Member] | Minimum [Member] | Other Equity Method Investees [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Company's acquisition equity interests | 5% | |||||||||||||||
Lenders [Member] | June Unsecured Debentures [Member] | Minimum [Member] | Other Equity Method Investees [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Company's acquisition equity interests | 5% | |||||||||||||||
Secured Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument debt default amount | $ 97,500 | |||||||||||||||
Long term debt default amount accrued interest | $ 38,500 | |||||||||||||||
Secured Debt [Member] | Recapitalization transaction [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Jul. 13, 2025 | |||||||||||||||
Interest rate on secured notes | 13% | |||||||||||||||
Secured debt long term fair value | 99,400 | $ 99,400 | ||||||||||||||
Debt instrument, face amount | 119,700 | |||||||||||||||
Loss on extinguishment of debt | 316,600 | |||||||||||||||
Debt conversion, original debt, amount | $ 14,700 | |||||||||||||||
Secured Debt [Member] | Tranche One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 40,000 | |||||||||||||||
Debt instrument maturity date | May 14, 2021 | |||||||||||||||
Interest expense | 0 | 0 | 0 | $ 3,200 | ||||||||||||
Debt instrument debt default amount | 60,000 | 97,500 | 97,500 | |||||||||||||
Long term debt default amount accrued interest | 11,900 | 38,500 | 38,500 | |||||||||||||
Long term debt exit fee payable principal and interest | 16,200 | |||||||||||||||
Long term debt exit fee payable | 10,300 | |||||||||||||||
Interest payable on exit fee | $ 5,900 | |||||||||||||||
Interest Rate Percentage On The Exit Fee | 16% | |||||||||||||||
Secured Debt [Member] | Tranche One [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument interest rate stated percentage | 16% | |||||||||||||||
Secured Debt [Member] | Tranche Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 20,000 | |||||||||||||||
Debt instrument maturity date | May 14, 2021 | |||||||||||||||
Interest rate on secured notes | 16% | 13% | ||||||||||||||
Interest expense | 0 | 0 | 0 | 1,600 | ||||||||||||
Secured Debt [Member] | Tranche Three [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 36,200 | |||||||||||||||
Debt instrument maturity date | May 14, 2021 | |||||||||||||||
Interest rate on secured notes | 16% | 13% | ||||||||||||||
Interest expense | 0 | 0 | 0 | 2,800 | ||||||||||||
Secured Debt [Member] | Tranche Four [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 14,700 | |||||||||||||||
Debt instrument maturity date | Jul. 13, 2025 | |||||||||||||||
Interest rate on secured notes | 8% | |||||||||||||||
Interest expense | 0 | 0 | 0 | 700 | ||||||||||||
Accretion expense | 0 | 0 | 0 | 200 | ||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of outstanding shares Held | 5% | |||||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 1,400 | $ 11,000 | ||||||||||||||
Debt instrument maturity date | Feb. 02, 2024 | Feb. 02, 2023 | ||||||||||||||
Interest rate on secured notes | 14% | |||||||||||||||
Interest expense | 400 | 300 | 1,200 | 1,100 | ||||||||||||
Accretion expense | 100 | 100 | 100 | 300 | ||||||||||||
Threshold limit of qualified financing, net proceeds not less than the subscription of securities | 10,000 | |||||||||||||||
Loss on extinguishment of debt | 0 | 1,300 | ||||||||||||||
Percentage Of Total Outstanding Debt Instrument Principal Amount | 10% | |||||||||||||||
Debt instrument interest rate stated percentage | 12% | |||||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Recapitalization Transaction [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate on secured notes | 8% | |||||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Default [Member] | I Anthus New Jersey LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate on secured notes | 25% | |||||||||||||||
March 2019 Debentures [Member] | Private Placement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 35,000 | |||||||||||||||
Interest expense | 0 | 0 | 0 | 1,400 | ||||||||||||
Accretion expense | 0 | 0 | 0 | 700 | ||||||||||||
May 2019 Debentures [Member] | Private Placement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument face value | $ 25,000 | |||||||||||||||
Interest expense | 0 | 0 | 0 | 1,000 | ||||||||||||
Accretion expense | 0 | $ 0 | 0 | $ 400 | ||||||||||||
Unsecured Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument debt default amount | $ 60,000 | |||||||||||||||
Long term debt default amount accrued interest | $ 11,900 | |||||||||||||||
Unsecured Debt [Member] | Recapitalization transaction [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate on secured notes | 8% | |||||||||||||||
Debt conversion, original debt, amount | 238,200 | |||||||||||||||
Secured Debt and Unsecured Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long term debt default amount accrued additional fess and interest | $ 16,200 | |||||||||||||||
Secured Debt and Unsecured Debt [Member] | Recapitalization transaction [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unamortized debt issuance costs | 15,600 | 15,600 | 18,400 | |||||||||||||
Debt issuance costs, net | $ 20,400 | $ 20,400 | $ 20,300 |
Share Capital - Summary of Warr
Share Capital - Summary of Warrants Activity (Detail) - Warrants [Member] - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Warrants outstanding units beginning balance | 0 | 22,640 |
Warrants outstanding units forfeited | 0 | (17,955) |
Warrants outstanding units expired | 0 | (4,685) |
Warrants outstanding units ending balance | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price beginning balance | $ 0 | $ 3.56 |
Weighted average exercise price forfeited | 0 | 2.52 |
weighted average exercise price expired | 0 | 7.53 |
Weighted average exercise price ending balance | $ 0 | $ 0 |
Share Capital - Summary of Pote
Share Capital - Summary of Potentially Dilutive Securities (Detail) - shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Common share options | 7,877 | 7,877 |
Restricted stock units | 337,115 | 173,230 |
Total | 344,992 | 181,107 |
Share Capital - Summary Of Opti
Share Capital - Summary Of Option Activity (Detail) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average contractual life | [1] | 6 years 9 months 10 days | 7 years 9 months 10 days | |
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning balance outstanding | 7,877 | [1] | 10,504 | |
Granted units | 7,877 | |||
Cancellations units | (7,111) | |||
Forfeitures units | (3,152) | |||
Expirations units | (241) | |||
Ending balance outstanding | [1] | 7,877 | 7,877 | |
Weighted average exercise price beginning balance | [2] | $ 0.05 | [1] | $ 3.65 |
Weighted average exercise price granted | [2] | 0.05 | ||
Weighted average exercise price cancellations | [2] | 3.48 | ||
Weighted average exercise price forfeitures | [2] | 4.33 | ||
Weighted average exercise price expirations | [2] | 0.89 | ||
Weighted average exercise price ending balance | [1],[2] | $ 0.05 | $ 0.05 | |
[1] As of September 30, 2023 , 7,877 of the stock options outstanding were exercisable (December 31, 2022 - 6,564 ). The Original Awards are d enominated in Canadian dollars. Exercise prices have been converted to U.S. dollar equivalents using an exchange rate of CAD $ 1.352 to $ 1.00 as of September 30, 2023 . |
Share Capital - Summary Of Op_2
Share Capital - Summary Of Option Activity (Parenthetical) (Detail) | Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exchange rate | (per share) | $ 1.352 | $ 1 | |
Stock options exercisable | 7,877 | 7,877 | 6,564 |
Share Capital - Summary of Blac
Share Capital - Summary of Black Scholes Option Pricing Model (Detail) - Stock Option [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 0% | 3.80% |
Expected dividend yield | 0% | 0% |
Expected volatility | 0% | 128.60% |
Expected life | 4 years 3 months 18 days |
Share Capital - Summary Of Rest
Share Capital - Summary Of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |||
May 17, 2023 | Sep. 19, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unvested balance, beginning | 129,671,000 | 0 | |||
Granted | 246,121,000 | 474,557,000 | |||
Vested | (5,587) | (7,843) | (97,932,000) | (263,155,000) | |
Forfeited | (9,983,000) | (81,731,000) | |||
Unvested balance, ending | 267,877,000 | 129,671,000 | |||
Weighted average Unvested balance, beginning | [1] | $ 0.07 | $ 0 | ||
Weighted average Granted | [1] | 0.02 | 0.08 | ||
Weighted average Vested | [1] | 0.08 | 0.09 | ||
Weighted average Forfeited | [1] | 0.07 | 0.1 | ||
Weighted average Unvested balance, ending | [1] | $ 0.02 | $ 0.07 | ||
[1] Weighted average grant price is presented in U.S. dollars for the nine months ended September 30, 2023 , as compared to previously issued financial statements, which present this figure in Canadian dollars. |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Aug. 31, 2023 | Jul. 06, 2023 | Jun. 27, 2023 | May 17, 2023 | Apr. 20, 2023 | Mar. 03, 2023 | Jan. 03, 2023 | Dec. 23, 2022 | Dec. 08, 2022 | Nov. 23, 2022 | Sep. 19, 2022 | Aug. 18, 2022 | Jun. 24, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 23, 2022 | Dec. 31, 2021 | |
Fair value adjustment of warrants | $ 0 | $ 0 | $ 0 | $ 100 | ||||||||||||||||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | 26 | 257 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 4,500 | $ 4,500 | ||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 8 months 8 days | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 19,439 | 9,255 | 27,930 | 15,628 | ||||||||||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 481 | 3,103 | 7,776 | |||||||||||||||||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 100 | $ 100 | $ 200 | |||||||||||||||||
Share based payment arrangement plan modification fair value of award | $ 0 | $ 0 | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | 3 years | 1 year | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 26,881 | 363,921 | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 207,194 | 12,950 | 25,977 | 7,317 | 27,108 | |||||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 5,587 | 7,843 | 97,932,000 | 263,155,000 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, expected to vest in period | 20,391 | 19,265 | ||||||||||||||||||
Warrant Liability [Member] | ||||||||||||||||||||
Derivative liabilities | $ 0 | |||||||||||||||||||
Julius Kalcevich [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 27,930 | |||||||||||||||||||
Key Employees [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period | 21,400 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stock Issued Under Recapitalization Transaction Shares | 6,072,580,000 | |||||||||||||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (4,818,000) | (15,697,000) | ||||||||||||||||||
Common Stock [Member] | MPX [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 408 | |||||||||||||||||||
Common Stock [Member] | Secured Lenders and Unsecured Lenders [Member] | ||||||||||||||||||||
Stock Issued Under Recapitalization Transaction Shares | 6,072,580 | |||||||||||||||||||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||||||||||||||||
Stock Options Member | ||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | $ 0 | ||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years | |||||||||||||||||||
Share based payment arrangement plan modification fair value of award | 0 | $ 0 | ||||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||
Share-based payment arrangement expense | 100 | 200 | $ 100 | $ 2,000 | ||||||||||||||||
Selling, general and administrative expenses | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-based payment arrangement expense | $ 500 | $ 4,400 | $ 3,500 | $ 25,500 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||||
Loss before income taxes | $ (15,871) | $ (17,670) | $ (45,374) | $ (391,068) |
Income tax expense | $ 3,311 | $ 4,325 | $ 12,552 | $ 14,591 |
Effective tax rate | (20.90%) | (24.50%) | (27.70%) | (3.70%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 02, 2022 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||||
Interest and penalties on unpaid income taxes | $ 3.1 | $ 0 | $ 7.4 | $ 0.1 | ||
Federal statutory rate | 21% | |||||
Subsidiaries | GHHIA Management Inc. | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax examination notice amount | $ 8.5 | |||||
Subsidiaries | Mayflower Medicinals Inc. | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax examination notice amount | 1 | |||||
Subsidiaries | ABACA, Inc. | ||||||
Income Tax Contingency [Line Items] | ||||||
Income tax examination notice amount | $ 1.1 | $ 1.1 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 42,890 | $ 39,371 | $ 118,358 | $ 125,642 | ||
Gross profit (loss) | 13,348 | 16,181 | 47,250 | 58,341 | ||
Depreciation and amortization | 6,135 | 7,824 | 18,883 | 23,040 | ||
(Recoveries), write-downs and other charges, net | (69) | (1,139) | 467 | (928) | ||
Net (loss) income | (19,182) | (21,995) | (57,926) | (405,659) | ||
Purchase of property, plant and equipment | 543 | 1,033 | 2,488 | 5,764 | ||
Purchase of other intangible assets | 59 | 38 | 2,404 | 108 | ||
Assets | 286,114 | 286,114 | $ 303,467 | |||
Eastern Region | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 30,036 | 23,771 | 76,871 | 74,315 | ||
Gross profit (loss) | 8,837 | 11,213 | 32,767 | 41,550 | ||
Depreciation and amortization | 4,185 | 4,659 | 12,999 | 13,595 | ||
(Recoveries), write-downs and other charges, net | (1) | (778) | (21) | (702) | ||
Net (loss) income | (8,227) | (4,312) | (21,073) | 374 | ||
Purchase of property, plant and equipment | 543 | 741 | 2,451 | 4,779 | ||
Purchase of other intangible assets | 54 | 0 | 2,389 | 0 | ||
Assets | 220,439 | 220,439 | 226,458 | |||
Western Region | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 12,854 | 15,331 | 41,260 | 50,476 | ||
Gross profit (loss) | 4,511 | 4,878 | 14,762 | 16,501 | ||
Depreciation and amortization | 1,827 | 3,033 | 5,507 | 9,044 | ||
(Recoveries), write-downs and other charges, net | (68) | 0 | (76) | 0 | ||
Net (loss) income | (925) | (2,557) | (2,497) | (5,491) | ||
Purchase of property, plant and equipment | 0 | 292 | 34 | 982 | ||
Purchase of other intangible assets | 0 | 0 | 0 | 0 | ||
Assets | 54,421 | 54,421 | 60,896 | |||
Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | [1] | 0 | 269 | 227 | 851 | |
Gross profit (loss) | 0 | 90 | (279) | 290 | ||
Depreciation and amortization | 123 | 132 | 377 | 401 | ||
(Recoveries), write-downs and other charges, net | 0 | (361) | 564 | (226) | ||
Net (loss) income | (10,030) | (15,126) | (34,356) | (400,542) | ||
Purchase of property, plant and equipment | 0 | 0 | 3 | 3 | ||
Purchase of other intangible assets | 5 | $ 38 | 15 | $ 108 | ||
Assets | $ 11,254 | $ 11,254 | $ 16,113 | |||
[1] Revenues from segments below the quantitative thresholds are attributable to an operating segment of the Company that includes revenue from the sale of CBD products throughout the United States. This segment has never met any of the quantitative thresholds for determining reportable segments nor does it meet the qualitative criteria for aggregation with the Company’s reportable segments. The Company has deconsolidated results from its Vermont and CBD operations as of March 8, 2023 and May 8, 2023, respectively. |
Segment Information - Summary_2
Segment Information - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 42,890 | $ 39,371 | $ 118,358 | $ 125,642 |
iAnthus branded products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 22,791 | 20,809 | 65,565 | 66,145 |
Third party branded products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,315 | 16,557 | 45,517 | 51,984 |
Wholesale/bulk/other products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,784 | $ 2,005 | $ 7,276 | $ 7,513 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Customer Concentration Risk - Revenue Benchmark - Customer | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Entity wide revenue major customer | 0 | 0 | 0 | 0 |
Customer [Member] | ||||
Product Information [Line Items] | ||||
Credit risk | 10% |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value Hierarchy of Company's Financial Assets and Financial Liabilities (Detail) - Other Long-term Investments [Member] - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Financial assets | |||
Long term investments - other | [1] | $ 145 | $ 130 |
Level 1 [Member] | |||
Financial assets | |||
Long term investments - other | [1] | $ 145 | $ 130 |
[1] Long-term investments – other are included in the investments balance on the unaudited interim condensed consolidated balance sheets. |
Financial Instruments - Summa_2
Financial Instruments - Summary of Changes in Level One Financial Assets (Detail) - Other Long-term Investments [Member] - Level 1 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 130 |
Revaluations on Level 1 instruments | 15 |
Ending balance | $ 145 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Companys Long Term Debt Instruments at their Carrying Value and Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Carrying value | $ 160,552 | $ 147,312 |
Fair value | 148,969 | 132,912 |
June Unsecured Debentures | ||
Debt Instrument [Line Items] | ||
Carrying value | 18,162 | 16,175 |
Fair value | 16,876 | 14,787 |
June Secured Debentures | ||
Debt Instrument [Line Items] | ||
Carrying value | 126,542 | 116,340 |
Fair value | 115,977 | 103,612 |
Secured Notes | ||
Debt Instrument [Line Items] | ||
Carrying value | 15,084 | 13,852 |
Fair value | 15,330 | 13,694 |
Other | ||
Debt Instrument [Line Items] | ||
Carrying value | 764 | 945 |
Fair value | $ 786 | $ 819 |
Commitments - Summary of contr
Commitments - Summary of contractual obligations and commitments (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2024 | $ 26,799 |
2025 | 8,289 |
2026 | 7,896 |
2027 | 223,626 |
2028 | 7,237 |
Operating leases [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2024 | 7,747 |
2025 | 7,869 |
2026 | 7,825 |
2027 | 7,246 |
2028 | 7,143 |
Service Contracts [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2024 | 3,255 |
2025 | 359 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Long term Debt [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2024 | 15,797 |
2025 | 61 |
2026 | 71 |
2027 | 216,380 |
2028 | $ 94 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 08, 2023 | Feb. 06, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Deconsolidation | $ (144) | |||
iA CBD, LLC | ||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Proceeds from Issuance or Sale of Equity | $ 200 | |||
OG Farms, LLC | ||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Deconsolidation | $ 500 | $ 500 | ||
Proceeds from Issuance or Sale of Equity | $ 200 | |||
Maximum [Member] | ||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Operating leases with renewal options | 15 years | 15 years | ||
Maximum [Member] | iA CBD, LLC | ||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Deconsolidation | $ 100 | $ 100 | ||
Minimum [Member] | ||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ||||
Operating leases with renewal options | 1 year | 1 year |
Contingencies And Guarantees -
Contingencies And Guarantees - Additional Information (Detail) - USD ($) | 9 Months Ended | |||||
Apr. 05, 2023 | Aug. 19, 2021 | Sep. 30, 2023 | May 23, 2022 | Feb. 01, 2022 | May 19, 2020 | |
Contingencies And Guarantees [Line Items] | ||||||
Claim for alleged payments | $ 1,300,000 | |||||
Claim for right to receive | 115,000,000 | |||||
Debt instrument face value | $ 4,600,000 | |||||
Payments mistakenly | 250,000 | |||||
Alleged Fee | $ 2,236,000,000 | |||||
Pending Litigation [Member] | LMS Wellness Benefit LLC [Member] | William Huber [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Noncontrolling interest, Ownership percentage by parent | 100% | |||||
Maximum [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Total Damages Sought Value | $ 10,000,000 | |||||
Minimum [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Total Damages Sought Value | $ 1,000,000 | |||||
Claim against ICHMPX ULC And MPX [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Loss Contingency Accrual | 3,000,000 | |||||
Claim by prior shareholders of Grow Healthy Holdings LLC [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Loss Contingency Accrual | $ 22,000,000 | |||||
Claim by Himed LLC an equity holder and holder of unsecured debentures [Member] | ||||||
Contingencies And Guarantees [Line Items] | ||||||
Debt instrument face value | $ 5,000,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Current portion of long-term debt, net of issuance costs (1) | [1] | $ 15,085 | $ 0 |
Long-term debt, net of issuance costs (1) | [1] | 140,212 | 142,295 |
Accrued and other current liabilities | 7,685 | 7,620 | |
Total | $ 162,982 | $ 149,915 | |
[1] Upon the closing of the Recapitalization Transaction, certain of the Company’s lenders held greater than 5.0% of the voting interests in the Company and therefore are classified as related parties. Refer to Note 5 for further discussion . |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 07, 2022 | Jun. 24, 2022 | May 06, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | $ 162,982,000 | $ 162,982,000 | $ 149,915,000 | |||||
Other Equity Method Investees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Company's acquisition equity interests | 5% | 5% | ||||||
Randy Maslow [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
cash compensation amount | $ 12,200,000 | |||||||
cash compensation Paid out | 5,100,000 | |||||||
Severance payments | $ 0 | $ 100,000 | $ 0 | $ 100,000 | ||||
Deferred Professional Fees [Member] | Lenders [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | $ 6,300,000 | $ 7,700,000 | 7,700,000 | 6,700,000 | ||||
Interim Chief Executive Officer President And Director [Member] | Randy Maslow [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Severance payments | 4,800,000 | |||||||
Interim Chief Executive Officer President And Director [Member] | Deferred Bonus [Member] | Randy Maslow [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
unpaid bonus amount | 300,000 | |||||||
Interim Chief Executive Officer President And Director [Member] | Separation Agreement [Member] | Randy Maslow [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Separation Payments Monthly Installments Amount | $ 900,000 | |||||||
Separation Payments Monthly Installments Period | 8 months | |||||||
Monthly base compensation to be paid | $ 25,000 | |||||||
Chief Financial Officer [Member] | Julius Kalcevich [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
cash compensation amount | $ 1,100,000 | |||||||
cash compensation Paid out | $ 100,000 | |||||||
Chief Financial Officer [Member] | Separation Agreement [Member] | Julius Kalcevich [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
cash compensation Paid out | $ 0 | $ 900,000 | ||||||
Separation Payments Monthly Installments Period | 10 months | |||||||
Maximum [Member] | Deferred Professional Fees [Member] | Lenders [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction rate of interest | 20% | |||||||
Minimum [Member] | Deferred Professional Fees [Member] | Lenders [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction rate of interest | 12% |
Unaudited Interim Condensed C_6
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Cash Payments (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes (including interest and penalties) | $ 3,148 | $ 2,408 |
Interest | $ 86 | $ 71 |
Unaudited Interim Condensed C_7
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Changes in Other Non-Cash Operating Assets and Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Decrease (increase) in Accounts receivables | $ (770) | $ 154 |
Decrease (increase) in Prepaid expenses | (302) | (312) |
Decrease (increase) in Inventories, net | 589 | (672) |
Decrease (increase) in Other current assets | 173 | 586 |
Decrease (increase) in Other long-term assets | (59) | (10) |
Decrease (increase) in Operating leases | (1,098) | (969) |
(Decrease) increase in Accounts payable | 5,236 | (2,325) |
(Decrease) increase in Accrued and other liabilities | 17,806 | 18,794 |
Total | $ 21,575 | $ 15,246 |
Unaudited Interim Condensed C_8
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Depreciation and Amortization Of Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 20,397 | $ 24,788 |
Property, plant and equipment | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 8,408 | 10,800 |
Operating lease ROU assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 1,514 | 1,748 |
Intangible assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 10,475 | $ 12,240 |
Unaudited Interim Condensed C_9
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Asset Write-downs and Other Charges (Detail) - Write-downs and other charges - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 467 | $ (928) |
Account receivable recoveries | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 4 | (16) |
Operating lease liabilities | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 0 | (354) |
Operating lease right-of-use assets | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 1 | (29) |
Property, plant and equipment | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 462 | $ (529) |
Unaudited Interim Condensed _10
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Significant Non-Cash Investing and Financing Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flow Non Cash Investing And Financing Activities Disclosure [Line Items] | ||
Non-cash consideration for paid-in-kind interest | $ 11,648 | $ 15,142 |
Non-cash issuance of shares from consummation of the Recapitalization Transaction | 0 | 455,443 |
Non-cash debt extinguishment from the consummation of the Recapitalization Transaction | 0 | (238,269) |
Non-cash issuance of June Secured Debentures and June Unsecured Debentures from the consummation of the Recapitalization Transaction | 0 | 99,402 |
Shares issued to settle MPX purchase options assumed from the MPX Acquisition | 1,500 | |
New Jersey Senior Secured Bridge Notes [Member] | I Anthus New Jersey LLC [Member] | ||
Cash Flow Non Cash Investing And Financing Activities Disclosure [Line Items] | ||
Non-cash consideration for paid-in-kind interest | 10,576 | 4,949 |
Non-cash consideration for asset acquisition | $ 0 | $ 19,193 |
Unaudited Interim Condensed _11
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary Of Reconciliation of Cash And Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 15,104 | $ 14,336 | ||
Restricted cash | 70 | 70 | ||
Total cash and restricted cash presented in the statements of cash flows | $ 15,174 | $ 14,406 | $ 22,775 | $ 16,578 |
Unaudited Interim Condensed _12
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 70 | $ 70 |
Bank Time Deposits [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 100 | $ 100 |
Restatement of Previously Iss_3
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements - Summary of effect of restatement on the line items within consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Inventory | $ 27,571 | $ 29,800 | |||||
Current assets | 50,647 | 50,622 | |||||
Total Assets | 286,114 | 303,467 | |||||
Accrued and other current liabilities | 93,998 | 74,036 | |||||
Current liabilities | 133,300 | 92,566 | |||||
Total Liabilities | 329,753 | 292,478 | |||||
Accumulated deficit | (1,308,949) | (1,251,023) | $ (801,632) | ||||
Total shareholders' deficit | (43,639) | $ (24,904) | 10,989 | $ 53,638 | $ 70,976 | (23,639) | $ (23,639) |
Total Liabilities and Shareholders' (Deficit) Equity | 286,114 | $ 303,467 | |||||
Previously reported | |||||||
Inventory | 31,650 | ||||||
Current assets | 5,472 | ||||||
Total Assets | 290,193 | ||||||
Accrued and other current liabilities | 94,467 | ||||||
Current liabilities | 133,769 | ||||||
Total Liabilities | 330,222 | ||||||
Accumulated deficit | (1,305,339) | (800,390) | |||||
Total shareholders' deficit | (40,029) | $ (22,397) | |||||
Total Liabilities and Shareholders' (Deficit) Equity | 290,193 | ||||||
Adjustment | |||||||
Inventory | (4,079) | ||||||
Current assets | (4,079) | ||||||
Total Assets | (4,079) | ||||||
Accrued and other current liabilities | (469) | ||||||
Current liabilities | (469) | ||||||
Total Liabilities | (469) | ||||||
Accumulated deficit | (3,610) | ||||||
Total shareholders' deficit | (3,610) | ||||||
Total Liabilities and Shareholders' (Deficit) Equity | $ (4,079) |
Restatement of Previously Iss_4
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements - Summary of effect of restatement on the line items within consolidated Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Costs and expenses applicable to revenues | $ (29,542) | $ (23,190) | $ (71,108) | $ (67,301) |
Gross profit | 13,348 | 16,181 | 47,250 | 58,341 |
Loss from operations | (11,634) | (13,724) | (31,096) | (68,527) |
Loss before income taxes | (15,871) | (17,670) | (45,374) | (391,068) |
Income tax expense | 3,311 | 4,325 | 12,552 | 14,591 |
Net loss | $ (19,182) | $ (21,995) | $ (57,926) | $ (405,659) |
Earnings per share, Basic | $ 0 | $ 0 | $ (0.01) | $ (0.17) |
Earnings per share, Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.17) |
Previously reported | ||||
Costs and expenses applicable to revenues | $ (25,463) | $ (67,029) | ||
Gross profit | 17,427 | 51,329 | ||
Loss from operations | (7,555) | (27,017) | ||
Loss before income taxes | (11,792) | (41,295) | ||
Income tax expense | 3,780 | 13,021 | ||
Net loss | $ (15,572) | $ (54,316) | ||
Earnings per share, Basic | $ 0 | $ (0.01) | ||
Earnings per share, Diluted | $ 0 | $ (0.01) | ||
Adjustment | ||||
Costs and expenses applicable to revenues | $ (4,079) | $ (4,079) | ||
Gross profit | (4,079) | (4,079) | ||
Loss from operations | (4,079) | (4,079) | ||
Loss before income taxes | (4,079) | (4,079) | ||
Income tax expense | (469) | (469) | ||
Net loss | $ (3,610) | $ (3,610) | ||
Earnings per share, Basic | $ 0 | $ 0 | ||
Earnings per share, Diluted | $ 0 | $ 0 |
Restatement of Previously Iss_5
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements - Summary of effect of restatement on the line items within consolidated Statement of changes in Shareholders' Deficit (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Shareholders' (Deficit) Equity, Balance September 30, 2023 | $ (43,639) | $ (24,904) | $ 10,989 | $ 53,638 | $ 70,976 | $ (23,639) | $ (23,639) |
Accumulated Deficit [Member] | |||||||
Shareholders' (Deficit) Equity, Balance September 30, 2023 | (1,308,949) | $ (1,289,767) | $ (1,251,023) | $ (1,207,291) | $ (1,185,296) | $ (801,632) | |
Previously reported | |||||||
Shareholders' (Deficit) Equity, Balance September 30, 2023 | (40,029) | $ (22,397) | |||||
Previously reported | Accumulated Deficit [Member] | |||||||
Shareholders' (Deficit) Equity, Balance September 30, 2023 | (1,305,339) | ||||||
Adjustment | |||||||
Shareholders' (Deficit) Equity, Balance September 30, 2023 | (3,610) | ||||||
Adjustment | Accumulated Deficit [Member] | |||||||
Shareholders' (Deficit) Equity, Balance September 30, 2023 | $ (3,610) |
Restatement of Previously Iss_6
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements - Summary of effect of restatement on the line items within consolidated Statement of Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net loss | $ (19,182) | $ (21,995) | $ (57,926) | $ (405,659) |
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||
Change in operating assets and liabilities | 21,575 | $ 15,246 | ||
Inventory | 589 | |||
Accrued and other liabilities | 17,806 | |||
Previously reported | ||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net loss | (15,572) | (54,316) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||
Change in operating assets and liabilities | 17,965 | |||
Inventory | (3,490) | |||
Accrued and other liabilities | 18,275 | |||
Adjustment | ||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||
Net loss | $ (3,610) | (3,610) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||
Change in operating assets and liabilities | 3,610 | |||
Inventory | 4,079 | |||
Accrued and other liabilities | $ (469) |
Restatement of Previously Iss_7
Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Prior Period Adjustment [Abstract] | |
Description of impact of material errors | Subsequent to filing the Original Form 10-Q, the Company identified an error related to its financial reporting process in connection with an intercompany consolidation of two wholly-owned subsidiaries and in the valuation of inventory, both resulting in an overstatement of inventory in its previously issued unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023. As a result, the Company has restated its unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2023 to reflect the impact of this material error. |