Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | 6,615,326,267 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 13,620 | $ 13,104 |
Restricted cash | 108 | 71 |
Accounts receivable, net of allowance for credit losses of $596 (December 31, 2023 - $384) | 6,554 | 4,609 |
Prepaid expenses | 2,603 | 2,100 |
Inventories, net | 24,763 | 25,382 |
Other current assets | 1,516 | 243 |
Current Assets | 49,164 | 45,509 |
Investments | 876 | 735 |
Property, plant and equipment, net | 92,219 | 94,003 |
Operating lease right-of-use assets, net | 25,230 | 27,377 |
Other long-term assets | 4,385 | 4,411 |
Intangible assets, net | 101,902 | 105,372 |
Total Assets | 273,776 | 277,407 |
Liabilities and Shareholders' (Deficit) | ||
Accounts payable | 14,446 | 14,399 |
Accrued and other current liabilities | 106,572 | 103,261 |
Current portion of long-term debt, net of issuance costs | 55 | 55 |
Current portion of operating lease liabilities | 7,585 | 7,716 |
Current Liabilities | 128,658 | 125,431 |
Long-term debt, net of issuance costs | 168,358 | 165,221 |
Deferred income tax | 17,914 | 20,412 |
Long-term portion of operating lease liabilities | 27,001 | 28,009 |
Uncertain tax position liabilities | 5,220 | 0 |
Total Liabilities | 347,151 | 339,073 |
Commitments (Refer to Note 9) | ||
Shareholders' (Deficit) | ||
Common shares - no par value. Authorized - unlimited number. 6,615,002 -issued and outstanding (December 31, 2023 - 6,510,527 - issued and outstanding) | 0 | 0 |
Additional paid-in capital | 1,268,267 | 1,265,978 |
Accumulated deficit | (1,341,642) | (1,327,644) |
Total Shareholders' (Deficit) | (73,375) | (61,666) |
Total Liabilities and Shareholders' (Deficit) | $ 273,776 | $ 277,407 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 596 | $ 384 |
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 6,615,002 | 6,510,527 |
Common Stock, Shares, Outstanding | 6,615,002 | 6,510,527 |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues, net of discounts | $ 41,564 | $ 36,753 |
Costs and expenses applicable to revenues (exclusive of depreciation and amortization expense shown separately below) | (24,363) | (21,241) |
Gross profit | 17,201 | 15,512 |
Operating expenses | ||
Selling, general and administrative expenses | 17,518 | 17,869 |
Depreciation and amortization | 5,883 | 6,454 |
Write-downs and other charges, net | 397 | 516 |
Total operating expenses | 23,798 | 24,839 |
Loss from operations | (6,597) | (9,327) |
Interest and other income | 652 | 565 |
Interest expense | (4,152) | (3,735) |
Accretion expense | (1,072) | (978) |
Loss on debt extinguishment (Refer to Note 4) | (114) | (1,288) |
Gains/(losses) from changes in fair value of financial instrument | 7 | (33) |
Loss before income taxes | (11,276) | (14,796) |
Income tax expense | 2,722 | 3,799 |
Net loss | $ (13,998) | $ (18,595) |
Net loss per share - basic | $ 0 | $ 0 |
Net loss per share - diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic | 6,573,595 | 6,419,395 |
Weighted average number of common shares outstanding - diluted | 6,573,595 | 6,419,395 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Capital Stock [Member] | Additional Paid-in-Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2022 | $ 10,989 | $ 1,262,012 | $ (1,251,023) | |
Beginning balance, shares at Dec. 31, 2022 | 6,403,289 | |||
Share-based compensation | 1,489 | 1,489 | ||
Share-based compensation, shares | 43,558 | |||
Share settlement for taxes paid related to restricted stock units | (201) | (201) | ||
Share settlement for taxes paid related to restricted stock units, shares | (7,776) | |||
Net loss | (18,595) | (18,595) | ||
Ending balance at Mar. 31, 2023 | (6,318) | 1,263,300 | (1,269,618) | |
Ending balance, shares at Mar. 31, 2023 | 6,439,071 | |||
Beginning balance at Dec. 31, 2023 | (61,666) | 1,265,978 | (1,327,644) | |
Beginning balance, shares at Dec. 31, 2023 | 6,510,527 | |||
Share-based compensation | 434 | 434 | ||
Share-based compensation, shares | 25,461 | |||
Share settlement for taxes paid related to restricted stock units | (46) | (46) | ||
Share settlement for taxes paid related to restricted stock units, shares | (2,300) | |||
Shares issued for legal settlement - (Refer to Note 10) | 320 | 320 | 0 | |
Shares issued for legal settlement - (Refer to Note 10), shares | 20,000 | |||
Shares issued for 2024 NJ Amendment | 1,581 | 1,581 | 0 | |
Shares issued for 2024 NJ Amendment, shares | 61,314 | |||
Net loss | (13,998) | (13,998) | ||
Ending balance at Mar. 31, 2024 | $ (73,375) | $ 1,268,267 | $ (1,341,642) | |
Ending balance, shares at Mar. 31, 2024 | 6,615,002 |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (13,998) | $ (18,595) |
Adjustments to reconcile net loss to net cash (used in) provided by operations: | ||
Interest income | (1) | (4) |
Interest expense | 4,152 | 3,735 |
Accretion expense | 1,072 | 978 |
Depreciation and amortization | 6,371 | 6,991 |
Write-downs and other charges, net | 397 | 516 |
Inventory reserve | (24) | 249 |
Share-based compensation | 434 | 1,489 |
(Gains)/losses from changes in fair value of financial instruments | (7) | 33 |
Loss on debt extinguishment (Refer to Note 4) | 114 | 1,288 |
Loss on equity method investments | 62 | 0 |
Change in operating assets and liabilities (Refer to Note 12) | 2,935 | 2,533 |
NET CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES | 1,507 | (787) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (878) | (1,002) |
Acquisition of other intangible assets | (16) | (5) |
Cash impact of deconsolidation of subsidiaries | 0 | (30) |
NET CASH USED IN INVESTING ACTIVITIES | (894) | (1,037) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Repayment of debt | (14) | (13) |
Taxes paid related to net share settlement of restricted stock units | (46) | (201) |
NET CASH USED IN FINANCING ACTIVITIES | (60) | (214) |
CASH AND RESTRICTED CASH: | ||
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH DURING THE PERIOD | 553 | (2,038) |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD (Refer to Note 12) | 13,175 | 14,406 |
CASH AND RESTRICTED CASH, END OF PERIOD (Refer to Note 12) | $ 13,728 | $ 12,368 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (13,998) | $ (18,595) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 28, 2024. 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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2024, 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”). 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 issuance of the 8.0 % secured debentures (the "June Secured Debentures") by ICM to the New Secured Lenders (as defined below) in the aggregate principal amount of $ 99.7 million and (C) the issuance of the 8.0 % unsecured debentures (the “June Unsecured Debentures”) by ICM to the Secured Lenders 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 amended and restated plan of arrangement (the "Plan of Arrangement"), were cancelled and extinguished for no consideration. (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 months ended March 31, 2024, the Company reported a net loss of $ 14.0 million, operating cash inflow of $ 1.5 million, a working capital deficiency of $ 79.5 million, and an accumulated deficit of $ 1,341.6 million as of March 31, 2024. The Company believes it may continue to generate positive cash flows from operations in the near future, notwithstanding the foregoing, the 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) Recently Issued FASB Accounting Standard Updates In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company is in the process of determining the effects adoption will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company is in the process of determining the effects adoption will have on its condensed consolidated financial statements. The Company does not believe any other recently issued, but not yet effective, accounting standards will have a material effect on our condensed consolidated financial statements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, were as follows: Operating Leases 2025 $ 7,585 2026 7,800 2027 7,694 2028 7,272 2029 7,186 Thereafter 47,171 Total lease payments $ 84,708 Less: interest expense ( 50,122 ) Present value of lease liabilities $ 34,586 Weighted-average remaining lease term (years) 10.7 Weighted-average discount rate 19 % For the three months ended March 31, 2024, the Company recorded operating lease expenses of $ 2.2 million (March 31, 2023 – $ 1.9 million), 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 months ended March 31, 2024, the Company recorded sublease income of $ 0.2 million (March 31, 2023 – $ 0.2 million), which is included in interest and other income on the unaudited interim condensed consolidated statements of operations. Operating cash flows from operating leases for the three months ended March 31, 2024 was $ 1.9 million ( March 31, 2023 - $ 2.0 million). Supplemental balance sheet information related to leases are as follows: Balance Sheet Information Classification March 31, 2024 December 31, 2023 Operating lease right-of-use assets, net Operating leases $ 25,230 $ 27,377 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,585 $ 7,716 Long-term portion of operating lease liabilities Operating leases 27,001 28,009 Total $ 34,586 $ 35,725 |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Note 3 - Inventories, net Inventories are comprised of the following items: March 31, December 31, 2024 2023 Supplies $ 5,317 $ 5,331 Raw materials 7,637 7,110 Work in process 5,720 6,351 Finished goods 6,089 6,614 Inventory reserve — ( 24 ) Total $ 24,763 $ 25,382 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 months ended March 31, 2024, the Company recorded $ Nil (March 31, 2023 – $ 0.9 million), related to spoiled inventory in costs and expenses applicable to revenues on the unaudited interim condensed consolidated statements of operations. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 4 - Long-Term Debt The following table summarizes long term debt outstanding as of March 31, 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Fair value of financial 14,346 — — — — 14,346 Paid-in-kind interest 239 2,279 571 457 — 3,546 Accretion of balance 94 735 — 243 — 1,072 Debt extinguishment ( 15,813 ) — — — — ( 15,813 ) Repayment — — — — ( 14 ) ( 14 ) As of March 31, 2024 $ 14,431 $ 104,870 $ 28,818 $ 19,556 $ 738 $ 168,413 As of March 31, 2024 , the total and unamortized debt discount costs were $ 21.9 million and $ 15.0 million, respectively ( December 31, 2023 — $ 20.4 million and $ 14.6 million, respectively). As of March 31, 2024 , the total interest accrued on both current and long-term debt was $ 0.3 million ( December 31, 2023 - $ Nil ). 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 initially matured 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 ICH of not less than $ 10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering. On February 2, 2023, ICH 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. On February 2, 2024, in order to facilitate the 2024 New Jersey Amendment, the parties agreed to a short-term extension of the maturity date from February 2, 2024 to February 16, 2024. On February 16, 2024, ICH and INJ entered into another amendment (the "2024 NJ Amendment") to the Senior Secured Bridge Notes. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remained at 12 % per annum, but the interest accruing after February 16, 2024 will be payable in quarterly cash payments (the first interest payment being on May 16, 2024 ). In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10 % of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $ 1.6 million in the aggregate, which is satisfied through the issuance of ICH's common shares at a price per share equal to the volume-weighted average trading price of ICH's common shares on the CSE for the twenty ( 20 ) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, ICH and INJ agreed to utilize twenty-five percent ( 25 %) of Non-Operational Receipts in excess of $ 5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, "Non-Operational Cash Receipts" means cash ICH received which is not derived from the sale of cannabis products in the ordinary course of business of ICH, whether through retail, wholesale or otherwise. In accordance with debt extinguishment accounting guidance outlined in ASC 470, the terms of the Senior Secured Bridge Notes were materially modified pursuant to both the Amendment and 2024 NJ Amendment and as such, for the three months ended March 31, 2024 and 2023 the Company recorded a loss on debt extinguishment of $ 0.1 million and $ 1.3 million, respectively, on the unaudited interim condensed consolidated statements of operations. The amended host debt, classified as a liability using the guidance of ASC 470, was recognized at the fair value of $ 14.3 million. For the three months ended March 31, 2024 , interest expense of $ 0.5 million ( March 31, 2023 - $ 0.4 million), and accretion expense of $ 0.1 million ( March 31, 2023 - less than $ 0.1 million), were 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 March 31, 2024. The Senior Secured Bridge Notes are classified as long-term debt, net of issuance costs on the unaudited interim condensed consolidated balance sheets. 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. (a) June Secured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Secured Debenture Purchase Agreement (the "Secured DPA"), between 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 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 months ended March 31, 2024 , interest expense of $ 2.3 million ( March 31, 2023 - $ 2.1 million), and accretion expense of $ 0.7 million ( March 31, 2023 - $ 0.7 million), were 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 March 31, 2024. The June Secured Debentures are classified as long-term debt, net of issuance costs 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. (b) June Unsecured Debentures On June 24, 2022 in connection with the closing of the Recapitalization Transaction, the Company entered into the Unsecured Debenture Purchase Agreement (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 months ended March 31, 2024 , interest expense of $ 0.5 million ( March 31, 2023 - $ 0.4 million), and accretion expense of $ 0.2 million ( March 31, 2023 - $ 0.2 million), were 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 March 31, 2024. The June Unsecured Debentures are classified as long-term debt, net of issuance costs 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. (c) Additional Secured Debentures Pursuant to the terms of the Secured DPA, ICM issued an additional $ 25.0 million of June Secured Debentures (the "Additional Secured Debentures") on June 24, 2022 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 months ended March 31, 2024 , interest expense of $ 0.6 million ( March 31, 2023 — $ 0.5 million), 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 March 31, 2024. The Additional Secured Debentures are classified as long-term debt, net of issuance costs 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Share Capital | Note 5 - 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 three months ended March 31, 2024: • On January 2, 2024, the Company issued common shares totaling 20,000 for the Hi-Med Settlement Agreement (Refer to Note 10). • On January 5, 2024, the Company issued 23,461 common shares for vested restricted stock units (“RSUs”). The Company withheld 2,300 common shares to satisfy employees’ tax obligations of less than $ 0.1 million. • On February 2, 2024, the Company issued common shares totaling 2,000 for vested RSUs. • On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment. The following is a summary of the common share issuances for the three months ended March 31, 2023: • On January 3, 2023, the Company issued common shares totaling 15,628 for vested RSUs, 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 RSUs. (b) Potentially Dilutive Securities The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Common share options 7,877 7,877 Restricted stock units 287,646 325,643 Total 295,523 333,520 (c) Equity Incentive Plans On December 31, 2021, the Board approved the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”) dated October 15, 2018, whereas, the Company may award stock options or RSUs (the "Awards") to board members, officers, employees or consultants of the Company. The Omnibus Incentive Plan authorizes the issuance of up to 20 % of the number of outstanding shares of common stock of the Company, Awards generally vest over a three year period and the estimated fair value of the Awards at issuance is recognized as compensation expense over the related vesting period. Stock Options The Company's stock options are currently held by two former officers of the Company which have fully vested on July 10, 2023. Share-based compensation expense related to stock options for the three months ended March 31, 2024 was $ Nil (March 31, 2023 - less than $ 0.1 million), 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: . Three Months Ended March 31, 2024 Year Ended December 31, 2023 Units Weighted Average Weighted Average Contractual Life Units Weighted Average Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 7.78 7,877 $ 0.05 7.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 6.78 7,877 $ 0.05 6.78 (1) As of March 31, 2024 , 7,877 of the stock options outstanding were exercisable (December 31, 2023 - 7,877 ). 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: 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. There was no stock option activity for the three months ended March 31, 2024 and the year ended December 31, 2023. 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, RSUs, under the Omnibus Incentive Plan. RSUs represent a right to receive a single common share that is both non-transferable and forfeitable until certain conditions are satisfied. 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 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. On October 20, 2023, the Board awarded 15,487 RSUs to Robert Galvin, a former officer of the Company, for compensation owed. The fair value of the RSUs was determined on the grant date and became fully vested as of January 4, 2024 per the October Separation Agreement. On November 15, 2023, the Board awarded 42,604 RSUs to four Board members, and an officer. The RSUs shall vest over a period of one to three years . The fair value of the RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis. There was no RSUs awarded during the three months ended March 31, 2024. During the three months ended March 31, 2024 , the Company recognized $ 0.4 million of share-based compensation expense associated with the RSUs ( March 31, 2023 —$ 1.5 million). Share-based compensation expense is presented in selling, general and administrative expenses on the unaudited interim condensed consolidated statements of operations. As of March 31, 2024 , there was approximately $ 4.2 million of total unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted-average service period of 2.13 years. The following table summarizes certain information in respect of RSU activity during the period: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Units Weighted Units Weighted Unvested balance, beginning 315,668 $ 0.02 129,671 $ 0.07 Granted — — 304,212 0.02 Vested ( 15,974 ) 0.02 ( 108,021 ) 0.08 Forfeited ( 12,536 ) 0.02 ( 10,194 ) 0.07 Unvested balance, ending 287,158 $ 0.02 315,668 $ 0.02 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 - Income Taxes The following table summarizes the Company’s income tax expense and effective tax rates for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Loss before income taxes $ ( 11,276 ) $ ( 14,796 ) Income tax expense 2,722 3,799 Effective tax rate - 24.1 % - 25.7 % The Company's effective tax rate differs from the federal statutory rate of 21.0 % primarily due 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. The Company recognizes the effect of income tax positions only when it is more likely than not of being sustainable. The taxes are recorded in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes . Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. It is reasonable that the existing liabilities for the unrecognized tax benefits may increase or decrease over the next 12 months as a result of assessments, examinations and statute expirations; however, the ultimate timing of the resolution of these items is highly uncertain. As of March 31, 2024, the Company had recorded total unrecognized tax position liabilities of $ 5.2 million that, if recognized, would impact the effective tax rate. This amount is classified as a long-term liability on the unaudited interim condensed consolidated balance sheets. The Company had no unrecognized tax benefits for the period ending March 31, 2023. The increase of $ 5.2 million in uncertain tax positions is primarily due to tax positions based on legal interpretations that challenge the Company's tax liability under IRC Section 280E. The Company records interest and penalties related to unrecognized tax benefits within the provision for income taxes. The Internal Revenue Service filed Notices of Federal Tax Liens against certain subsidiaries of the Company in the aggregate amount of approximately $ 17.2 million and $ 24.4 million for the years ended December 31, 2020 and 2021, respectively. The Company is actively working to resolve these matters with the Internal Revenue Service. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Note 7 - Segment Information The below table presents results by segment for the three months ended March 31, 2024 and 2023: Reportable Segments Three Months Ended March 31, 2024 2023 Revenues, net of discounts Eastern Region $ 30,226 $ 22,011 Western Region 11,338 14,565 Other (1) — 177 Total $ 41,564 $ 36,753 Gross profit (loss) Eastern Region $ 13,356 $ 10,621 Western Region 3,845 5,172 Other — ( 281 ) Total $ 17,201 $ 15,512 Depreciation and amortization Eastern Region $ 4,007 $ 4,472 Western Region 1,758 1,853 Other 118 129 Total $ 5,883 $ 6,454 (Recoveries), write-downs and other charges, net Eastern Region $ 16 $ ( 1 ) Western Region 61 — Other 320 517 Total $ 397 $ 516 Net loss Eastern Region $ ( 981 ) $ ( 5,914 ) Western Region ( 635 ) ( 440 ) Other ( 12,382 ) ( 12,241 ) Total $ ( 13,998 ) $ ( 18,595 ) Purchase of property, plant and equipment Eastern Region $ 833 $ 989 Western Region 39 10 Other 6 3 Total $ 878 $ 1,002 Purchase of other intangible assets Other 16 5 Total $ 16 $ 5 (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 March 31, As of December 31, 2024 2023 Assets Eastern Region $ 213,700 $ 215,743 Western Region 47,612 51,148 Other 12,464 10,516 Total $ 273,776 $ 277,407 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 months ended March 31, 2024 and 2023 , 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 March 31, 2024 and 2023, 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 cash flows are affected by economic factors. For the three months ended March 31, 2024 and 2023, the Company disaggregated its revenues as follows: Three Months Ended March 31, 2024 2023 Revenues, net of discounts iAnthus branded products $ 21,201 $ 20,919 Third party branded products 15,868 13,678 Wholesale/bulk/other products 4,495 2,156 Total $ 41,564 $ 36,753 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Text Block [Abstract] | |
Financial Instruments | Note 8 — 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 March 31, 2024 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments - other (1) $ 63 $ — $ 813 $ 876 $ 56 $ — $ 679 $ 735 (1) Long-term investments – other are included in the investments balance on the unaudited interim condensed consolidated balance sheets. There were no transfers or change in valuation method between Level 1, Level 2, and Level 3 within the fair value hierarchy during the three months ended March 31, 2024 and 2023. The Company’s investment in 4Front Venture Corp. as of March 31, 2024 and December 31, 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 available. Level 1 investments are comprised of equity investments which are re-measured at fair value using quoted market prices. Level 3 investment is comprised of an investment in which the Company exercises significant influence and is therefore recorded under the equity method. The investment was initially recognized at cost and the Company recognizes its proportionate share of earnings and losses from the investment each reporting period. The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. Island Thyme LLC Balance as of December 31, 2023 $ 56 $ 679 Additions — 196 Revaluations 7 — Loss on equity method investments — ( 62 ) Balance as of March 31, 2024 $ 63 $ 813 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 4) at their carrying value and fair value: As of March 31, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 19,556 $ 17,745 $ 18,856 $ 17,301 June Secured Debentures 133,688 120,325 130,103 118,118 Secured Notes 14,431 14,646 15,565 15,414 Other 738 747 752 772 Total $ 168,413 $ 153,463 $ 165,276 $ 151,605 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 9 – 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 March 31, 2024: 2025 2026 2027 2028 2029 Operating leases $ 7,585 $ 7,800 $ 7,694 $ 7,272 $ 7,186 Service and other contracts 2,130 59 — — — Long-term debt 57 17,742 76 216,386 101 Total $ 9,772 $ 25,601 $ 7,770 $ 223,658 $ 7,287 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 9, 2024, ICH's wholly-owned subsidiary, Mayflower Medicinals Inc. ("Mayflower"), entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer (the "MA Buyer") , pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility for $ 3.0 million (the "Purchase Price"). The Purchase Price will be paid as follows: $ 1.0 million payable in cash at closing and the remaining $ 2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7 % per annum pursuant to a promissory note. The proceeds from the Purchase Price will be used by the Company to satisfy certain federal tax obligations. The closing of the MA Purchase Agreement is subject to, among other customary conditions, approval of the Massachusetts Cannabis Control Commission. On February 23, 2024, the Company's wholly-owned subsidiary, GreenMart of Nevada NLV, LLC ("GMNV") entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer. GMNV currently operates a co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada and an adult-use dispensary in Las Vegas, Nevada and holds two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). The aggregate proceeds to be received from the sale are $ 6.5 million (the "Purchase Price"). The closing of the NV Purchase Agreement is subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, subject to the approval of the NV CCB, which remains pending. Of the total Purchase Price, $ 3.5 million is paid in cash at the closing of the NV Purchase Agreement ("Closing") and the remaining balance of the Purchase Price is paid on a quarterly basis, beginning three months after the Closing, over 36 months with interest accruing at 8 % per annum. |
Contingencies And Guarantees
Contingencies And Guarantees | 3 Months Ended |
Mar. 31, 2024 | |
Contingencies And Guarantees [Abstract] | |
Contingencies And Guarantees | Note 10 - 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 was a claim by a former consultant against the Company, with respect to alleged consulting fees owed by MPX to the consultant, claiming the right to receive approximately $ 0.5 million and punitive damages. During the year ended December 31, 2021, the former consultant updated the claim to set forth the total damages claimed, which are $ 5.4 million, and provided supplemental disclosures which specify total damages sought, which are $ 167.0 million. On December 13, 2021, the Company and former consultant reached a full and final settlement of $ 1.5 million. As of December 31, 2023, $ 1.5 million was paid in full; • 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 February 27, 2024, the Roberts Plaintiffs filed a Notice for Jury Trial with the Circuit Court of Palm Beach County, notifying the court that the matter was ready to be set for trial. As of the date hereof, the court still has not set a new trial date. On April 19, 2024, the Roberts Plaintiffs filed a Motion for Speedy Trial due to the ages and health of the Roberts Plaintiffs. The motion remains 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. On December 12, 2023, the parties executed a settlement agreement (the "Hi-Med Settlement Agreement"), which fully settled all claims by and between the parties. The terms of the Hi-Med Settlement Agreement provides for, among other things, the issuance of 20,000 shares of the Company's common stock, no par value per share. In accordance with the terms of the Hi-Med Settlement Agreement, Hi-Med filed a Notice of Voluntary Dismissal with the SDNY, dismissing the Hi-Med Amended Complaint with prejudice. Separately, on June 29, 2020, Hi-Med filed a claim in the Court, which mirrors the Hi-Med Complaint, but the Company was never served. It is the Company's position that the release in the Hi-Med Settlement Agreement released the claims underlying the Hi-Med claim filed in the Court. Refer to Note 4 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. On December 20, 2023, the SDNY preliminarily approved the settlement. On April 10, 2024, the SDNY held the final approval hearing. Following this hearing, the SDNY issued an order, requesting additional information regarding the allocation of settlement funds. The Lead Plaintiff submitted the additional information to the SDNY on April 26, 2024, and the parties are awaiting further direction from the SDNY. 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 November 16, 2023, the OSCJ certified the class for settlement purposes only. On February 20, 2024, the OSCJ held the settlement approval hearing and on March 8, 2024, issued its decision rejecting the proposed settlement. 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. The parties are currently engaged in discovery. 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; (ii) 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 (iii) 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 a 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’s filed its response on January 30, 2023, and subsequently the Defendants filed a Request for Hearing on February 3, 2023. The Circuit Court for Baltimore County had a hearing on the Petition to Vacate Arbitration Award on February 21, 2024, and on March 4, 2024, the Circuit Court for Baltimore County denied Defendants' Petition to Vacate Arbitration Award. The hearing for the S8 Arbitration is currently scheduled to begin on July 15, 2024. On April 8, 2024, the Defendants submitted the required ownership transfer paperwork to the Maryland Cannabis Administration (the "MCA") to request approval of the transfer of ownership of LMS to CGX following the denial of the Defendants' Petition to Vacate Arbitration Award. Also on April 8, 2024, the Defendants requested that the MCA either deny the ownership transfer of LMS to CGX, or delay their consideration of the request until the S8 Arbitration is complete. On April 22, 2024, the MCA notified the parties that it will wait to consider the request to transfer ownership of LMS to CGX until the S8 Arbitration is complete. On June 20, 2023, LMS filed a complaint in the United States District Court for the District of Maryland against the Company and three wholly-owned subsidiaries of the Company (the "iAnthus Defendants"), alleging conversion, RICO violations and unjust enrichment and seeking damages in excess of $ 4.5 million, 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. The iAnthus Defendants deny LMS’s allegations alleging unlawful conduct. The iAnthus Defendants filed a Motion to Dismiss (Or Stay the Proceedings) the Federal Complaint on September 11, 2023. On March 12, 2024, the Court granted the iAnthus Defendants' motion and administratively stayed the Federal Complaint pending the outcome of the CGX Arbitration and the S8 Arbitration. 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, the Company 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 the Company in the OSCJ pursuant to an engagement letter (as amended, the "Engagement Letter") entered into by and between Canaccord and the Company. Specifically, Canaccord alleges that it is owed a cash fee equal to approximately $ 2.2 million(the "Alleged Fee") pursuant to the Engagement Letter as a result of the closing of the Recapitalization Transaction. The Company filed its Statement of Defense on May 17, 2023 in which, the Company disputes that it owes 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. The Company also filed a counterclaim against Canaccord, seeking the repayment of $ 0.3 million payment mistakenly made by the Company 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. The hearing on Canaccord's Motion for Summary Judgment is scheduled for June 26, 2025. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 - Related Party Transactions March 31, December 31, 2024 2023 Financial Statement Line Item Long-term debt, net of issuance costs (1) 164,272 142,295 Accrued and other current liabilities 8,704 7,620 Total $ 172,976 $ 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 4 for further discussion . Effective as of October 11, 2023 (the "October Resignation Date"), Robert Galvin, the Company's then-Interim Chief Operating Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Galvin and the Company executed a separation agreement (the "October Separation Agreement"), pursuant to which, Mr. Galvin will receive certain compensation and benefits valued to substantially equal the value of entitlements he would have received under Section 4(f) of his employment agreement. Specifically, Mr. Galvin will receive: (i) total cash compensation in the amount of approximately $ 0.4 million, which is payable in a lump sum on January 5, 2024; (ii) a grant of RSUs with an aggregate fair market value of approximately $ 0.4 million, which shall fully vest on January 4, 2024. Under the terms of the October Separation Agreement, the Company will continue to pay the monthly premium for Mr. Galvin's continued participation in the Company’s health and dental insurance benefits pursuant to COBRA for one year from the October Resignation Date. Mr. Galvin served in a consulting role for three months following the October Resignation Date at a base compensation rate of $ 25 per month. As of March 31, 2024 , the total balance owed to Mr. Galvin is $ Nil ( December 31, 2023 - $ 0.4 million). Effective as of April 5, 2024 (the "Faraut Resignation Date"), Philippe Faraut, the Company's Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed a separation agreement (the "Faraut Separation Agreement"), pursuant to which, Mr. Faraut 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. Faraut will receive total cash compensation in the amount of approximately $ 0.2 million, which is payable in equal installments of approximately $ 25 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut will serve in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $ 25 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 shall accelerate and fully vest upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. As of March 31, 2024 , the total balance owed to Mr. Faraut is $ 0.2 million ( December 31, 2023 - $ Nil ) 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 March 31, 2024 , the outstanding related party portion of the Deferred Professional Fees including accrued interest was $ 8.3 million (December 31, 2023 – $ 8.0 million). The related party balance is presented in accrued and other current liabilities on the unaudited interim condensed consolidated balance sheets. Pursuant to the terms of 2024 NJ Amendment interest accruing after February 16, 2024 will be payable in cash on the last day of each fiscal quarter (the first such interest payment date being May 16, 2024). As of March 31, 2024 the outstanding related party portion of the interest payable was $ 0.3 million ( December 31, 2023 - $ Nil ) 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 | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information | Note 12 – Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information (a) Cash payments made on account of: Three Months Ended March 31, 2024 2023 Income taxes (including interest and penalties) $ 958 $ 49 Interest 47 32 (b) Changes in operating assets and liabilities are comprised of the following: Three Months Ended March 31, 2024 2023 Decrease (increase) in: Accounts receivables, net $ ( 2,157 ) $ 384 Prepaid expenses ( 503 ) ( 576 ) Inventories, net 642 ( 2,784 ) Other current assets 21 5 Other long-term assets ( 22 ) ( 32 ) Operating leases ( 370 ) ( 359 ) (Decrease) increase in: Accounts payable ( 154 ) 1,025 Accrued and other current liabilities 258 4,870 Uncertain tax position liabilities 5,220 — $ 2,935 $ 2,533 (c) Depreciation and amortization are comprised of the following: Three Months Ended March 31, 2024 2023 Property, plant and equipment $ 2,397 $ 2,977 Operating lease ROU assets 487 537 Intangible assets 3,487 3,477 $ 6,371 $ 6,991 (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Three Months Ended March 31, 2024 2023 Account receivable $ 213 $ ( 1 ) Share issuance 320 — Operating lease ROU assets ( 136 ) — Property, plant and equipment — 517 $ 397 $ 516 (e) Significant non-cash investing and financing activities are as follows: Three Months Ended March 31, 2024 2023 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 3,546 $ 3,384 Non-cash issuance of shares from Senior Secured Bridge Notes Amendment 1,581 — Assets classified as assets held for sale 1,292 1,711 Non-cash issuance of shares from Hi-Med settlement agreement 320 — Non-cash issuance of Senior Secured Bridge Notes 14,346 — Non-cash extinguishment of Senior Secured Bridge Notes ( 15,813 ) — 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 March 31, 2024 , the Company held $ 0.1 million as restricted cash ( December 31, 2023 —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: March 31, 2024 December 31, 2023 Cash $ 13,620 $ 13,104 Restricted cash 108 71 Total cash and restricted cash presented in the statements of cash flows $ 13,728 $ 13,175 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events Legal Proceedings Please refer to Note 10 for further discussion. Resignation of Chief Financial Officer Effective as of April 5, 2024 (the "Faraut Resignation Date"), Philippe Faraut, the Company's Chief Financial Officer, resigned from his executive positions, including all positions with the Company's subsidiaries and affiliates. In connection with the resignation, Mr. Faraut and the Company executed a separation agreement (the "Faraut Separation Agreement"), pursuant to which, Mr. Faraut 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. Faraut will receive total cash compensation in the amount of approximately $ 0.2 million, which is payable in equal installments of approximately $ 25 per month over a period of 7 months following the Effective Date (as defined in the Faraut Separation Agreement). Under the terms of the Faraut Separation Agreement, the Company will continue to pay the monthly premium for Mr. Faraut's continued participation in the Company's health and dental insurance benefits pursuant to COBRA for one year from the Faraut Resignation Date. Mr. Faraut will serve in a consulting role for one month following the Faraut Resignation Date at a base compensation rate of $ 25 per month. Pursuant to the Faraut Separation Agreement, the RSUs granted to Mr. Faraut on November 23, 2022 and May 17, 2023 shall accelerate and fully vest upon satisfactory completion of Mr. Faraut's consulting services. Further, the RSUs granted to Mr. Faraut on September 1, 2023 and November 15, 2023 were forfeited as of the Faraut Resignation Date. As of March 31, 2024 , the total balance owed to Mr. Faraut is $ 0.2 million ( December 31, 2023 - $ Nil ). Issuance of Common Shares On April 2, 2024, the Company issued 324 common shares for vested RSUs. The Company withheld 162 common shares to satisfy employees’ tax obligations of less than $ 0.1 million. |
Organization and Description _2
Organization and Description of Business (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 28, 2024. 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 months ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2024, 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”). 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 issuance of the 8.0 % secured debentures (the "June Secured Debentures") by ICM to the New Secured Lenders (as defined below) in the aggregate principal amount of $ 99.7 million and (C) the issuance of the 8.0 % unsecured debentures (the “June Unsecured Debentures”) by ICM to the Secured Lenders 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 amended and restated plan of arrangement (the "Plan of Arrangement"), were cancelled and extinguished for no consideration. |
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 months ended March 31, 2024, the Company reported a net loss of $ 14.0 million, operating cash inflow of $ 1.5 million, a working capital deficiency of $ 79.5 million, and an accumulated deficit of $ 1,341.6 million as of March 31, 2024. The Company believes it may continue to generate positive cash flows from operations in the near future, notwithstanding the foregoing, the 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. |
Recently Issued FASB Accounting Standard Updates | (g) Recently Issued FASB Accounting Standard Updates In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280). All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company is in the process of determining the effects adoption will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740). For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This amendment also looks to improve the effectiveness of income tax disclosures. The Company is in the process of determining the effects adoption will have on its condensed consolidated financial statements. The Company does not believe any other recently issued, but not yet effective, accounting standards will have a material effect on our condensed consolidated financial statements. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Maturities of Lease Liabilities for Operating Leases | Maturities of lease liabilities for operating leases as of March 31, 2024, were as follows: Operating Leases 2025 $ 7,585 2026 7,800 2027 7,694 2028 7,272 2029 7,186 Thereafter 47,171 Total lease payments $ 84,708 Less: interest expense ( 50,122 ) Present value of lease liabilities $ 34,586 Weighted-average remaining lease term (years) 10.7 Weighted-average discount rate 19 % |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases are as follows: Balance Sheet Information Classification March 31, 2024 December 31, 2023 Operating lease right-of-use assets, net Operating leases $ 25,230 $ 27,377 Lease liabilities Current portion of operating lease liabilities Operating leases $ 7,585 $ 7,716 Long-term portion of operating lease liabilities Operating leases 27,001 28,009 Total $ 34,586 $ 35,725 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories are comprised of the following items: March 31, December 31, 2024 2023 Supplies $ 5,317 $ 5,331 Raw materials 7,637 7,110 Work in process 5,720 6,351 Finished goods 6,089 6,614 Inventory reserve — ( 24 ) Total $ 24,763 $ 25,382 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | The following table summarizes long term debt outstanding as of March 31, 2024: Secured Notes June Secured Debentures Additional Secured Debentures June Unsecured Debentures Other Total As of January 1, 2024 $ 15,565 $ 101,856 $ 28,247 $ 18,856 $ 752 $ 165,276 Fair value of financial 14,346 — — — — 14,346 Paid-in-kind interest 239 2,279 571 457 — 3,546 Accretion of balance 94 735 — 243 — 1,072 Debt extinguishment ( 15,813 ) — — — — ( 15,813 ) Repayment — — — — ( 14 ) ( 14 ) As of March 31, 2024 $ 14,431 $ 104,870 $ 28,818 $ 19,556 $ 738 $ 168,413 |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Summary Of Potentially Dilutive Securities | The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Common share options 7,877 7,877 Restricted stock units 287,646 325,643 Total 295,523 333,520 |
Summary Of Option Activity | The following table summarizes certain information in respect of option activity during the period: . Three Months Ended March 31, 2024 Year Ended December 31, 2023 Units Weighted Average Weighted Average Contractual Life Units Weighted Average Weighted Average Contractual Life Options outstanding, beginning 7,877 $ 0.05 7.78 7,877 $ 0.05 7.78 Granted — — — — — — Cancellations — — — — — — Forfeitures — — — — — — Expirations — — — — — — Options outstanding, ending (1) 7,877 $ 0.05 6.78 7,877 $ 0.05 6.78 (1) As of March 31, 2024 , 7,877 of the stock options outstanding were exercisable (December 31, 2023 - 7,877 ). |
Summary Of Restricted Stock Units Activity | The following table summarizes certain information in respect of RSU activity during the period: Three Months Ended March 31, 2024 Year Ended December 31, 2023 Units Weighted Units Weighted Unvested balance, beginning 315,668 $ 0.02 129,671 $ 0.07 Granted — — 304,212 0.02 Vested ( 15,974 ) 0.02 ( 108,021 ) 0.08 Forfeited ( 12,536 ) 0.02 ( 10,194 ) 0.07 Unvested balance, ending 287,158 $ 0.02 315,668 $ 0.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Loss before income taxes $ ( 11,276 ) $ ( 14,796 ) Income tax expense 2,722 3,799 Effective tax rate - 24.1 % - 25.7 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The below table presents results by segment for the three months ended March 31, 2024 and 2023: Reportable Segments Three Months Ended March 31, 2024 2023 Revenues, net of discounts Eastern Region $ 30,226 $ 22,011 Western Region 11,338 14,565 Other (1) — 177 Total $ 41,564 $ 36,753 Gross profit (loss) Eastern Region $ 13,356 $ 10,621 Western Region 3,845 5,172 Other — ( 281 ) Total $ 17,201 $ 15,512 Depreciation and amortization Eastern Region $ 4,007 $ 4,472 Western Region 1,758 1,853 Other 118 129 Total $ 5,883 $ 6,454 (Recoveries), write-downs and other charges, net Eastern Region $ 16 $ ( 1 ) Western Region 61 — Other 320 517 Total $ 397 $ 516 Net loss Eastern Region $ ( 981 ) $ ( 5,914 ) Western Region ( 635 ) ( 440 ) Other ( 12,382 ) ( 12,241 ) Total $ ( 13,998 ) $ ( 18,595 ) Purchase of property, plant and equipment Eastern Region $ 833 $ 989 Western Region 39 10 Other 6 3 Total $ 878 $ 1,002 Purchase of other intangible assets Other 16 5 Total $ 16 $ 5 (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 March 31, As of December 31, 2024 2023 Assets Eastern Region $ 213,700 $ 215,743 Western Region 47,612 51,148 Other 12,464 10,516 Total $ 273,776 $ 277,407 |
Summary of Disaggregation of Revenue | For the three months ended March 31, 2024 and 2023, the Company disaggregated its revenues as follows: Three Months Ended March 31, 2024 2023 Revenues, net of discounts iAnthus branded products $ 21,201 $ 20,919 Third party branded products 15,868 13,678 Wholesale/bulk/other products 4,495 2,156 Total $ 41,564 $ 36,753 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial assets Long term investments - other (1) $ 63 $ — $ 813 $ 876 $ 56 $ — $ 679 $ 735 (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 and Level Three Financial Assets | The following table summarizes the changes in Level 1 and Level 3 financial assets: Financial Assets 4Front Venture Corp. Island Thyme LLC Balance as of December 31, 2023 $ 56 $ 679 Additions — 196 Revaluations 7 — Loss on equity method investments — ( 62 ) Balance as of March 31, 2024 $ 63 $ 813 |
Summary of Long-term Debt Instruments at Carrying Value and Fair Value | The following table summarizes the Company’s long-term debt instruments (Note 4) at their carrying value and fair value: As of March 31, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value June Unsecured Debentures $ 19,556 $ 17,745 $ 18,856 $ 17,301 June Secured Debentures 133,688 120,325 130,103 118,118 Secured Notes 14,431 14,646 15,565 15,414 Other 738 747 752 772 Total $ 168,413 $ 153,463 $ 165,276 $ 151,605 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Obligations and Commitments | The following table summarizes the Company’s contractual obligations and commitments as of March 31, 2024: 2025 2026 2027 2028 2029 Operating leases $ 7,585 $ 7,800 $ 7,694 $ 7,272 $ 7,186 Service and other contracts 2,130 59 — — — Long-term debt 57 17,742 76 216,386 101 Total $ 9,772 $ 25,601 $ 7,770 $ 223,658 $ 7,287 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related Party Transactions March 31, December 31, 2024 2023 Financial Statement Line Item Long-term debt, net of issuance costs (1) 164,272 142,295 Accrued and other current liabilities 8,704 7,620 Total $ 172,976 $ 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 4 for further discussion . |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Payments | (a) Cash payments made on account of: Three Months Ended March 31, 2024 2023 Income taxes (including interest and penalties) $ 958 $ 49 Interest 47 32 |
Summary of Changes in Other Non-cash Operating Assets and Liabilities | (b) Changes in operating assets and liabilities are comprised of the following: Three Months Ended March 31, 2024 2023 Decrease (increase) in: Accounts receivables, net $ ( 2,157 ) $ 384 Prepaid expenses ( 503 ) ( 576 ) Inventories, net 642 ( 2,784 ) Other current assets 21 5 Other long-term assets ( 22 ) ( 32 ) Operating leases ( 370 ) ( 359 ) (Decrease) increase in: Accounts payable ( 154 ) 1,025 Accrued and other current liabilities 258 4,870 Uncertain tax position liabilities 5,220 — $ 2,935 $ 2,533 |
Summary of Depreciation and Amortization of Assets | (c) Depreciation and amortization are comprised of the following: Three Months Ended March 31, 2024 2023 Property, plant and equipment $ 2,397 $ 2,977 Operating lease ROU assets 487 537 Intangible assets 3,487 3,477 $ 6,371 $ 6,991 |
Summary of Asset Write-downs (Recoveries) and Other Charges | (d) Write-downs, (recoveries) and other charges, net are comprised of the following: Three Months Ended March 31, 2024 2023 Account receivable $ 213 $ ( 1 ) Share issuance 320 — Operating lease ROU assets ( 136 ) — Property, plant and equipment — 517 $ 397 $ 516 |
Summary of Significant Non-cash Investing and Financing Activities | (e) Significant non-cash investing and financing activities are as follows: Three Months Ended March 31, 2024 2023 Supplemental Cash Flow Information: Non-cash consideration for paid-in-kind interest $ 3,546 $ 3,384 Non-cash issuance of shares from Senior Secured Bridge Notes Amendment 1,581 — Assets classified as assets held for sale 1,292 1,711 Non-cash issuance of shares from Hi-Med settlement agreement 320 — Non-cash issuance of Senior Secured Bridge Notes 14,346 — Non-cash extinguishment of Senior Secured Bridge Notes ( 15,813 ) — |
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: March 31, 2024 December 31, 2023 Cash $ 13,620 $ 13,104 Restricted cash 108 71 Total cash and restricted cash presented in the statements of cash flows $ 13,728 $ 13,175 |
Organization and Description _3
Organization and Description of Business - Summary of Effects of the Adjustment on the Line items Within Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Accumulated deficit | $ (1,341,642) | $ (1,327,644) | ||
Total shareholders' deficit | $ (73,375) | $ (61,666) | $ (6,318) | $ 10,989 |
Organization and Description _4
Organization and Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 24, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Net loss | $ (13,998) | $ (18,595) | ||
Working capital deficiency | 79,500 | |||
Accumulated deficit | (1,341,642) | $ (1,327,644) | ||
Net Cash Provided by (Used in) Operating Activities | $ 1,507 | $ (787) | ||
Common Stock, Shares, Outstanding | 6,615,002,000 | 6,510,527,000 | ||
Recapitalization transaction [Member] | ||||
Stock issued during period, shares, new issues | 6,072,580 | |||
Percentage of outstanding shares Held | 2.75% | |||
Common Stock, Shares, Outstanding | 6,244,298 | |||
Debt conversion, original debt, amount | $ 5,000 | |||
Existing Shareholders [Member] | Recapitalization transaction [Member] | ||||
Common Stock, Shares, Outstanding | 171,718 | |||
Secured Debt [Member] | ||||
Debt instrument, interest rate | 8% | |||
Secured Debt [Member] | Recapitalization transaction [Member] | ||||
Debt instrument, interest rate on secured notes | 13% | |||
Debt conversion, original debt, amount | $ 99,700 | |||
Debt instrument, maturity date | Jul. 13, 2025 | |||
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] | Maximum [Member] | Recapitalization transaction [Member] | ||||
Debt conversion, original debt, amount | $ 14,700 | |||
Unsecured Debt [Member] | ||||
Debt instrument, interest rate | 8% | |||
Unsecured Debt [Member] | Recapitalization transaction [Member] | ||||
Debt instrument, interest rate on secured notes | 8% | |||
Debt conversion, original debt, amount | $ 15,000 | |||
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% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating cash flows from operating leases | $ 1.9 | $ 2 |
Selling, General and Administrative Expenses, and Depreciation and Amortization Expenses [Member] | ||
Operating lease expense | 2.2 | 1.9 |
Other Income [Member] | Sublease [Member] | ||
Sublease Income | $ 0.2 | $ 0.2 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2025 | $ 7,585 | |
2026 | 7,800 | |
2027 | 7,694 | |
2028 | 7,272 | |
2029 | 7,186 | |
Thereafter | 47,171 | |
Total lease payments | 84,708 | |
Less: interest expense | (50,122) | |
Present value of lease liabilities | $ 34,586 | $ 35,725 |
Weighted-average remaining lease term (years) | 10 years 8 months 12 days | |
Weighted-average discount rate | 19% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure Of Supplemental Balance Sheet Information Related To Leases [Abstract] | ||
Operating right-of-use assets, net | $ 25,230 | $ 27,377 |
Lease liabilities | ||
Current portion of operating lease liabilities | 7,585 | 7,716 |
Long-term portion of operating lease liabilities | 27,001 | 28,009 |
Total | $ 34,586 | $ 35,725 |
Inventories, Net - Summary of I
Inventories, Net - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Supplies | $ 5,317 | $ 5,331 |
Raw materials | 7,637 | 7,110 |
Work in process | 5,720 | 6,351 |
Finished goods | 6,089 | 6,614 |
Inventory reserve | 0 | (24) |
Total | $ 24,763 | $ 25,382 |
Inventories, Net - Additional I
Inventories, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory [Line Items] | ||
Inventory | $ 0 | $ 0.9 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Beginning balance | $ 165,276 | |
Fair value of financial liabilities issued | 14,346 | |
Paid-in-kind interest | 3,546 | $ 3,384 |
Accretion of balance | 1,072 | |
Debt extinguishment | (15,813) | |
Repayment | (14) | $ (13) |
Ending balance | 168,413 | |
Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 15,565 | |
Fair value of financial liabilities issued | 14,346 | |
Paid-in-kind interest | 239 | |
Accretion of balance | 94 | |
Debt extinguishment | (15,813) | |
Ending balance | 14,431 | |
June Secured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 101,856 | |
Paid-in-kind interest | 2,279 | |
Accretion of balance | 735 | |
Ending balance | 104,870 | |
Additional Secured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 28,247 | |
Paid-in-kind interest | 571 | |
Ending balance | 28,818 | |
June Unsecured Debentures [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 18,856 | |
Paid-in-kind interest | 457 | |
Accretion of balance | 243 | |
Ending balance | 19,556 | |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Beginning balance | 752 | |
Repayment | (14) | |
Ending balance | $ 738 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||||||
Feb. 16, 2024 USD ($) Days | Feb. 02, 2023 USD ($) | Jun. 24, 2022 USD ($) | Feb. 02, 2021 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt instrument, issuance costs, net | $ 21,900 | $ 20,400 | |||||
Debt instrument, unamortized discount costs | 15,000 | ||||||
Debt instrument, accrued interest | 300 | 0 | |||||
Debt instrument, loss on extinguishment of debt | (114) | $ (1,288) | |||||
Interest expense | 4,152 | 3,735 | |||||
Accretion expense | 1,072 | 978 | |||||
Long term debt, fair value | $ 153,463 | 151,605 | |||||
Other Equity Method Investees [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Company's acquisition equity interests | 5% | ||||||
June Secured Debentures [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face value | $ 99,700 | ||||||
Debt instrument, maturity date | Jun. 24, 2027 | ||||||
Interest expense | $ 2,300 | 2,100 | |||||
Accretion expense | 700 | 700 | |||||
Long term debt, fair value | $ 84,500 | 120,325 | 118,118 | ||||
June Secured Debentures [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate stated percentage | 8% | ||||||
June Secured Debentures [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest percentage on event of default | 11% | ||||||
June Unsecured Debentures [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face value | $ 20,000 | ||||||
Debt instrument, maturity date | Jun. 24, 2027 | ||||||
Interest expense | 500 | 400 | |||||
Accretion expense | 200 | 200 | |||||
Long term debt, fair value | $ 14,900 | ||||||
June Unsecured Debentures [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate stated percentage | 8% | ||||||
June Unsecured Debentures [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] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face value | $ 25,000 | ||||||
Debt instrument, maturity date | Jun. 24, 2027 | ||||||
Interest expense | $ 600 | 500 | |||||
Long term debt, fair value | $ 25,000 | ||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate stated percentage | 8% | ||||||
Additional Secured Debentures [Member] | Secured Debenture Purchase Agreement [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument interest percentage on event of default | 11% | ||||||
iAnthus New Jersey LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, description about qualified financing | Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the ICH of not less than $10 million from the subscription of the ICH's securities, including, but not limited to, a private placement or rights offering. | ||||||
iAnthus New Jersey LLC [Member] | June Unsecured Debentures [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, first quarterly payment date | Jun. 30, 2022 | ||||||
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% | ||||||
Lenders [Member] | Additional Secured 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, interest rate stated percentage | 8% | ||||||
New Jersey Senior Secured Bridge Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of outstanding shares held | 5% | ||||||
New Jersey Senior Secured Bridge Notes [Member] | iAnthus 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 | |||||
Debt instrument, interest rate on secured notes | 14% | ||||||
Debt instrument, threshold limit of qualified financing, net proceeds not less than the subscription of securities | $ 10,000 | ||||||
Debt instrument, interest rate stated percentage | 12% | ||||||
Debt instrument, percentage of total outstanding debt instrument principal amount | 10% | ||||||
Interest expense | 500 | 400 | |||||
Accretion expense | 100 | 100 | |||||
Long term debt, fair value | $ 14,300 | ||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Recapitalization Transaction [Member] | iAnthus New Jersey LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate on secured notes | 8% | ||||||
New Jersey Senior Secured Bridge Notes [Member] | Prospective Default [Member] | iAnthus New Jersey LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate on secured notes | 25% | ||||||
New Jersey Senior Secured Bridge Notes [Member] | 2024 NJ Amendment [Member] | iAnthus New Jersey LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face value | $ 1,600 | ||||||
Debt instrument, interest rate stated percentage | 12% | ||||||
Debt instrument, percentage of total outstanding debt instrument principal amount | 10% | ||||||
Debt instrument, maturity date, range start | Feb. 16, 2024 | ||||||
Debt instrument, maturity date, range end | Feb. 16, 2026 | ||||||
Debt instrument, first quarterly payment date | May 16, 2024 | ||||||
Debt instrument, convertible, threshold trading days | Days | 20 | ||||||
Debt instrument, non-operational cash receipts, utilization rate | 25% | ||||||
Debt instrument, payment towards outstanding principal amount | $ 5,000 | ||||||
Debt instrument, loss on extinguishment of debt | $ 100 | $ 1,300 | |||||
Secured Debt and Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, unamortized discount costs | $ 14,600 |
Share Capital - Summary of Pote
Share Capital - Summary of Potentially Dilutive Securities (Detail) - shares shares in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] | ||
Common share options | 7,877 | 7,877 |
Restricted stock units | 287,646 | 325,643 |
Total | 295,523 | 333,520 |
Share Capital - Summary Of Opti
Share Capital - Summary Of Option Activity (Detail) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average contractual life | 7 years 9 months 10 days | 7 years 9 months 10 days | ||||
Weighted average contractual life | [1] | 6 years 9 months 10 days | 6 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] | 7,877 | |||
Ending balance outstanding | 7,877 | [1] | 7,877 | [1] | 7,877 | |
Weighted average exercise price beginning balance | $ 0.05 | [1] | $ 0.05 | |||
Weighted average exercise price ending balance | $ 0.05 | [1] | $ 0.05 | [1] | $ 0.05 | |
[1] As of March 31, 2024 , 7,877 of the stock options outstanding were exercisable (December 31, 2023 - 7,877 ). |
Share Capital - Summary Of Op_2
Share Capital - Summary Of Option Activity (Parenthetical) (Detail) - shares | Mar. 31, 2024 | Mar. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options exercisable | 7,877 | 7,877 |
Share Capital - Summary Of Rest
Share Capital - Summary Of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
May 17, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unvested balance, beginning | 315,668 | 129,671 | |
Granted | 0 | 304,212 | |
Vested | (5,587) | (15,974) | (108,021) |
Forfeited | (12,536) | (10,194) | |
Unvested balance, ending | 287,158 | 315,668 | |
Weighted average Unvested balance, beginning | $ 0.02 | $ 0.07 | |
Weighted average Granted | 0 | 0.02 | |
Weighted average Vested | 0.02 | 0.08 | |
Weighted average Forfeited | 0.02 | 0.07 | |
Weighted average Unvested balance, ending | $ 0.02 | $ 0.02 |
Share Capital - Additional Info
Share Capital - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 27, 2024 | Feb. 02, 2024 | Jan. 05, 2024 | Jan. 02, 2024 | Nov. 15, 2023 | Oct. 20, 2023 | Aug. 31, 2023 | Jun. 27, 2023 | May 17, 2023 | Mar. 03, 2023 | Jan. 03, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 23, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 46 | $ 201 | ||||||||||||||
Equity Incentive Plan | ||||||||||||||||
Maximum authorized issue of shares, percentage | 20% | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,200 | |||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 17 days | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000 | 23,461 | 27,930 | 15,628 | ||||||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 2,300 | 7,776 | ||||||||||||||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 100 | $ 200 | ||||||||||||||
Share based payment arrangement plan modification fair value of award | $ 0 | |||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | ||||||||||||||
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 | 42,604 | 15,487 | 207,194 | 12,950 | 25,977 | 0 | ||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 5,587 | 15,974 | 108,021 | |||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, expected to vest in period | 20,391 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (2,300,000) | (7,776,000) | ||||||||||||||
Maximum [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | ||||||||||||||
Minimum [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | 1 year | ||||||||||||||
Hi-Med Settlement Agreement | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,000 | |||||||||||||||
New Jersey Senior Secured Bridge Notes [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 61,314 | |||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||
Share-based payment arrangement expense | $ 0 | $ 100 | ||||||||||||||
Selling, general and administrative expenses | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||
Share-based payment arrangement expense | $ 400 | $ 1,500 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense and Effective Tax Rates (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Loss before income taxes | $ (11,276) | $ (14,796) |
Income tax expense | $ 2,722 | $ 3,799 |
Effective tax rate | (24.10%) | (25.70%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||
Federal statutory rate | 21% | |||
Unrecognized tax benefits | $ 5.2 | $ 0 | ||
Increase in uncertain tax positions due to tax positions | $ 5.2 | |||
Subsidiaries [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax examination notice amount | $ 24.4 | $ 17.2 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Segment Reporting Information [Line Items] | ||||
Revenues, net of discounts | $ 41,564 | $ 36,753 | ||
Gross profit (loss) | 17,201 | 15,512 | ||
Depreciation and amortization | 5,883 | 6,454 | ||
Write-downs and other charges, net | 397 | 516 | ||
Net loss | (13,998) | (18,595) | ||
Segment, Expenditure, Addition to Long-Lived Assets | 878 | 1,002 | ||
Purchase of other intangible assets | 16 | 5 | ||
Assets | 273,776 | $ 277,407 | ||
Eastern Region | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net of discounts | 30,226 | 22,011 | ||
Gross profit (loss) | 13,356 | 10,621 | ||
Depreciation and amortization | 4,007 | 4,472 | ||
Write-downs and other charges, net | 16 | (1) | ||
Net loss | (981) | (5,914) | ||
Segment, Expenditure, Addition to Long-Lived Assets | 833 | 989 | ||
Assets | 213,700 | 215,743 | ||
Western Region | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net of discounts | 11,338 | 14,565 | ||
Gross profit (loss) | 3,845 | 5,172 | ||
Depreciation and amortization | 1,758 | 1,853 | ||
Write-downs and other charges, net | 61 | 0 | ||
Net loss | (635) | (440) | ||
Segment, Expenditure, Addition to Long-Lived Assets | 39 | 10 | ||
Assets | 47,612 | 51,148 | ||
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net of discounts | [1] | 0 | 177 | |
Gross profit (loss) | 0 | (281) | ||
Depreciation and amortization | 118 | 129 | ||
Write-downs and other charges, net | 320 | 517 | ||
Net loss | (12,382) | (12,241) | ||
Segment, Expenditure, Addition to Long-Lived Assets | 6 | 3 | ||
Purchase of other intangible assets | 16 | $ 5 | ||
Assets | $ 12,464 | $ 10,516 | ||
[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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 41,564 | $ 36,753 |
iAnthus branded products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 21,201 | 20,919 |
Third party branded products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,868 | 13,678 |
Wholesale/bulk/other products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 4,495 | $ 2,156 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Customer Concentration Risk - Revenue Benchmark - Customer | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Entity wide revenue major customer | 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 Measurements Recurring Member - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Financial assets | |||
Long term investments - other | [1] | $ 876 | $ 735 |
Level 1 [Member] | |||
Financial assets | |||
Long term investments - other | [1] | 63 | 56 |
Level 3 [Member] | |||
Financial assets | |||
Long term investments - other | [1] | $ 813 | $ 679 |
[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 and Level Three Financial Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on equity method investments | $ (62) | $ 0 |
4 Front Venture Corp [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 56 | |
Revaluations | 7 | |
Ending balance | 63 | |
Other Long-term Investments [Member] | Island Thyme LLC [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | 679 | |
Additions | 196 | |
Loss on equity method investments | (62) | |
Ending balance | $ 813 |
Financial Instruments - Summa_3
Financial Instruments - Summary of Long-term Debt Instruments at Carrying Value and Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 24, 2022 |
Debt Instrument [Line Items] | |||
Carrying value | $ 168,413 | $ 165,276 | |
Fair value | 153,463 | 151,605 | |
June Unsecured Debentures | |||
Debt Instrument [Line Items] | |||
Carrying value | 19,556 | 18,856 | |
Fair value | 17,745 | 17,301 | |
June Secured Debentures | |||
Debt Instrument [Line Items] | |||
Carrying value | 133,688 | 130,103 | |
Fair value | 120,325 | 118,118 | $ 84,500 |
Secured Notes | |||
Debt Instrument [Line Items] | |||
Carrying value | 14,431 | 15,565 | |
Fair value | 14,646 | 15,414 | |
Other | |||
Debt Instrument [Line Items] | |||
Carrying value | 738 | 752 | |
Fair value | $ 747 | $ 772 |
Commitments - Schedule of Oblig
Commitments - Schedule of Obligations and Commitments (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2025 | $ 9,772 |
2026 | 25,601 |
2027 | 7,770 |
2028 | 223,658 |
2029 | 7,287 |
Operating Leases [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2025 | 7,585 |
2026 | 7,800 |
2027 | 7,694 |
2028 | 7,272 |
2029 | 7,186 |
Service Contracts [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2025 | 2,130 |
2026 | 59 |
2027 | 0 |
2028 | 0 |
2029 | 0 |
Long-term Debt [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2025 | 57 |
2026 | 17,742 |
2027 | 76 |
2028 | 216,386 |
2029 | $ 101 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) $ in Millions | Feb. 23, 2024 | Feb. 09, 2024 | Mar. 31, 2024 |
Massachusetts Purchase Agreement [Member] | |||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Proceeds from sale of assets | $ 3 | ||
Cash proceeds from sale of assets | 1 | ||
Remaining amount to be received in monthly installments | $ 2 | ||
Debt instrument, interest rate stated percentage | 7% | ||
Nevada Purchase Agreement [Member] | |||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Proceeds from sale of assets | $ 6.5 | ||
Nevada Management Agreement [Member] | |||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Cash proceeds from sale of assets | $ 3.5 | ||
Debt instrument, interest rate stated percentage | 8% | ||
Minimum [Member] | |||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Operating leases with renewal options | 1 year | ||
Maximum [Member] | |||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |||
Operating leases with renewal options | 15 years |
Contingencies And Guarantees -
Contingencies And Guarantees - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Jun. 20, 2023 | Apr. 05, 2023 | Aug. 19, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | May 23, 2022 | May 19, 2020 | |
Contingencies And Guarantees [Line Items] | ||||||||
Total Damages Sought Value | $ 4.5 | $ 167 | ||||||
Litigation Settlement, Amount Awarded to Other Party | 1.5 | |||||||
Loss contingency claim for right to receive consulting fees and punitive damages | $ 0.5 | |||||||
Total damages claimed value | $ 5.4 | |||||||
Claim for alleged payments | 1.3 | |||||||
Claim for right to receive | $ 115 | |||||||
Common stock, shares, issued | 6,615,002,000 | 6,510,527,000 | ||||||
Payments mistakenly | $ 1.5 | |||||||
Alleged Fee | $ 2.2 | |||||||
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 | |||||||
Minimum [Member] | ||||||||
Contingencies And Guarantees [Line Items] | ||||||||
Total Damages Sought Value | $ 1 | |||||||
Claim against ICHMPX ULC And MPX [Member] | ||||||||
Contingencies And Guarantees [Line Items] | ||||||||
Loss Contingency Accrual | $ 3 | |||||||
Claim by prior shareholders of Grow Healthy Holdings LLC [Member] | ||||||||
Contingencies And Guarantees [Line Items] | ||||||||
Loss Contingency Accrual | 22 | |||||||
Counterclaim Against Canaccord [Member] | ||||||||
Contingencies And Guarantees [Line Items] | ||||||||
Payments mistakenly | $ 0.3 | |||||||
Claim by Himed LLC an equity holder and holder of unsecured debentures [Member] | ||||||||
Contingencies And Guarantees [Line Items] | ||||||||
Debt instrument, face value | $ 5 | |||||||
Common stock, shares, issued | 20,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Long-term debt, net of issuance costs (1) | [1] | $ 164,272 | $ 142,295 |
Accrued and other current liabilities | 8,704 | 7,620 | |
Total | $ 172,976 | $ 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 4 for further discussion . |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 05, 2024 | Oct. 11, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Due to Related Parties | $ 172,976,000 | $ 149,915,000 | ||
Other Equity Method Investees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Company's acquisition equity interests | 5% | |||
Lenders [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Interest pyable | $ 300,000 | 0 | ||
Deferred Professional Fees [Member] | Lenders [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Related Parties | $ 6,300,000 | 8,300,000 | 8,000,000 | |
Interim Chief Executive Officer President And Director [Member] | Restricted Stock Units [Member] | Robert Galvin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Fair value of shares issued | $ 400,000 | |||
Interim Chief Executive Officer President And Director [Member] | Separation Agreement [Member] | Robert Galvin [Member] | ||||
Related Party Transaction [Line Items] | ||||
cash compensation Paid out | 0 | 400,000 | ||
Monthly base compensation to be paid | 25 | |||
Chief Financial Officer [Member] | Separation Agreement [Member] | Robert Galvin [Member] | ||||
Related Party Transaction [Line Items] | ||||
cash compensation amount | $ 400,000 | |||
Chief Financial Officer [Member] | Separation Agreement [Member] | Philippe Faraut [Member] | ||||
Related Party Transaction [Line Items] | ||||
cash compensation amount | 200,000 | |||
cash compensation Paid out | $ 200,000 | $ 0 | ||
Separation Payments Monthly Installments Amount | $ 25 | |||
Separation Payments Monthly Installments Period | 7 months | |||
Monthly base compensation to be paid | $ 25 | |||
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes (including interest and penalties) | $ 958 | $ 49 |
Interest | $ 47 | $ 32 |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Decrease (increase) in: | ||
Accounts receivables, net | $ (2,157) | $ 384 |
Prepaid expenses | (503) | (576) |
Inventories, net | 642 | (2,784) |
Other current assets | 21 | 5 |
Other long-term assets | (22) | (32) |
Operating leases | (370) | (359) |
(Decrease) increase in: | ||
Accounts payable | (154) | 1,025 |
Accrued and other current liabilities | 258 | 4,870 |
Uncertain tax position liabilities | 5,220 | 0 |
Total | $ 2,935 | $ 2,533 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 6,371 | $ 6,991 |
Property, plant and equipment | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 2,397 | 2,977 |
Operating lease ROU assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | 487 | 537 |
Intangible assets | ||
Depreciation And Amortization [Line Items] | ||
Depreciation and amortization | $ 3,487 | $ 3,477 |
Unaudited Interim Condensed C_9
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Summary of Asset Write-downs (Recoveries) and Other Charges (Detail) - Write-downs and other charges - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 397 | $ 516 |
Account receivable | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 213 | (1) |
Share issuance | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | 320 | 0 |
Operating lease ROU assets | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | (136) | 0 |
Property, plant and equipment | ||
Asset Write Downs And Other Charges [Line Items] | ||
Asset write-downs and other charges | $ 0 | $ 517 |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flow Non Cash Investing And Financing Activities Disclosure [Line Items] | ||
Paid-in-kind interest | $ 3,546,000 | $ 3,384,000 |
Non-cash issuance of shares from Senior Secured Bridge Notes Amendment | 1,581,000 | 0 |
Assets classified as assets held for sale | 1,292,000 | 1,711,000 |
Non-cash issuance of shares from Hi-Med settlement agreement | 320,000 | 0 |
Non-cash issuance of Senior Secured Bridge Notes | 14,346 | 0 |
Non-cash extinguishment of Senior Secured Bridge Notes | $ (15,813) | $ 0 |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 13,620 | $ 13,104 | ||
Restricted cash | 108 | 71 | ||
Total cash and restricted cash presented in the statements of cash flows | $ 13,728 | $ 13,175 | $ 12,368 | $ 14,406 |
Unaudited Interim Condensed _12
Unaudited Interim Condensed Consolidated Statements of Cash Flows Supplemental Information - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 108 | $ 71 |
Bank Time Deposits [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Restricted cash | $ 100 | $ 100 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||||
Apr. 02, 2024 | Jan. 05, 2024 | Jan. 03, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 05, 2024 | Dec. 31, 2023 | |
Common Stock [Member] | |||||||
Shares issued, Shares, Share based payment arrangement | 25,461,000 | 43,558,000 | |||||
Share based payment arrangement, Shares withheld for tax withholding obligation | (2,300,000) | (7,776,000) | |||||
Common Stock [Member] | Subsequent Event [Member] | |||||||
Tax obligations | $ 100,000 | ||||||
Share based payment arrangement, Shares withheld for tax withholding obligation | 162 | ||||||
Resignation of Chief Financial Officer [Member] | |||||||
Total Amount Received | $ 200,000 | $ 0 | |||||
Resignation of Chief Financial Officer [Member] | Subsequent Event [Member] | |||||||
Effective Date Period Date | 7 months | ||||||
Base Compensation Rate Amount Per month | $ 25 | ||||||
Payment Received In Equal Installment | 25 | ||||||
Total cash compensation recived | $ 200,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share based payment arrangement, Shares withheld for tax withholding obligation | 2,300 | 7,776 | |||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||
Shares issued, Shares, Share based payment arrangement | 324 |