Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TerrAscend Corp. | |
Entity Central Index Key | 0001778129 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 274,653,743 | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 021-340690 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 77 City Centre Drive | |
Entity Address, Address Line Two | Suite 501 - East Tower | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L5B 1M5 | |
City Area Code | 855 | |
Local Phone Number | 837-7295 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | A6 | |
Entity Address, City or Town | Mississauga | |
Former Address | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 3610 Mavis Road | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L5C 1W2 | |
Entity Address, City or Town | Mississauga |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 32,931 | $ 26,158 |
Restricted cash | 606 | 605 |
Accounts receivable, net | 8,993 | 22,443 |
Investments | 2,026 | 3,595 |
Inventory | 50,810 | 46,335 |
Assets held for sale | 14,266 | 17,349 |
Prepaid expenses and other current assets | 3,627 | 4,937 |
Current assets from discontinued operations | 525 | 571 |
Total current assets | 113,784 | 121,993 |
Non-Current Assets | ||
Property and equipment, net | 214,035 | 215,812 |
Deposits | 740 | 837 |
Operating lease right of use assets | 29,951 | 29,451 |
Intangible assets, net | 243,759 | 239,704 |
Goodwill | 95,713 | 90,328 |
Other non-current assets | 3,594 | 3,462 |
Total noncurrent assets | 587,792 | 579,594 |
Total Assets | 701,576 | 701,587 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 50,784 | 44,286 |
Deferred revenue | 2,740 | 2,935 |
Loans payable, current | 51,397 | 48,335 |
Contingent consideration payable, current | 4,434 | 5,184 |
Operating lease liability, current | 2,314 | 1,857 |
Lease obligations under finance leases, current | 535 | 521 |
Corporate income tax payable | 34,737 | 23,077 |
Other current liabilities | 1,663 | 2,599 |
Current liabilities from discontinued operations | 7,468 | 9,111 |
Total current liabilities | 156,072 | 137,905 |
Non-Current Liabilities | ||
Loans payable, non-current | 146,168 | 145,852 |
Operating lease liability, non-current | 31,836 | 31,545 |
Lease obligations under finance leases, non-current | 6,614 | 6,713 |
Warrant liability | 267 | 711 |
Deferred income tax liability | 34,498 | 30,700 |
Financing obligations | 10,979 | 11,198 |
Other long term liabilities | 15,841 | 15,792 |
Total non-current liabilities | 246,203 | 242,511 |
Total Liabilities | 402,275 | 380,416 |
Commitments and Contingencies | ||
Share Capital | ||
Common stock, no par value, unlimited shares authorized; 274,653,743 and 259,624,531 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid in capital | 936,404 | 934,972 |
Accumulated other comprehensive income | 1,738 | 2,085 |
Accumulated deficit | (641,517) | (618,260) |
Non-controlling interest | 2,676 | 2,374 |
Total Shareholders' Equity | 299,301 | 321,171 |
Total Liabilities and Shareholders' Equity | 701,576 | 701,587 |
Series A Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series B Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series C Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series D Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Proportionate Voting Shares | ||
Share Capital | ||
Preferred stock | ||
Exchangeable Shares | ||
Share Capital | ||
Preferred stock |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock, par value | ||
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares, outstanding | 274,653,743 | 259,624,531 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 12,350 | 12,608 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 600 | 600 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Series D Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Proportionate Voting Shares | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Exchangeable Shares | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 63,492,038 | 76,996,538 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Revenue | $ 69,720 | $ 49,060 |
Excise and cultivation tax | (322) | (475) |
Revenue, net | 69,398 | 48,585 |
Cost of Sales | 35,498 | 32,961 |
Gross profit | 33,900 | 15,624 |
Operating expenses: | ||
General and administrative | 27,730 | 21,424 |
Amortization and depreciation | 2,029 | 2,175 |
Impairment of property and equipment | 335 | |
Total operating expenses | 30,094 | 23,599 |
(Loss) income from operations | 3,806 | (7,975) |
Other (income) expense | ||
Loss from revaluation of contingent consideration | 119 | |
Gain on fair value of warrants and purchase option derivative asset | (438) | (5,713) |
Finance and other expenses | 10,087 | 6,655 |
Transaction and restructuring costs | 3 | 615 |
Unrealized and realized foreign exchange (gain) loss | (31) | 356 |
Unrealized and realized loss on investments | 699 | |
Loss from continuing operations before provision from income taxes | (6,514) | (10,007) |
Provision for income taxes | 12,664 | 3,743 |
Net loss from continuing operations | (19,178) | (13,750) |
Discontinued operations: | ||
Loss from discontinued operations, net of tax | (3,591) | (2,256) |
Net loss | (22,769) | (16,006) |
Foreign currency translation | 347 | 3,607 |
Comprehensive loss | (23,116) | (19,613) |
Net (loss) income from continuing operations attributable to: | ||
Common and proportionate Shareholders of the Company | (21,364) | (14,101) |
Non-controlling interests | 2,186 | 351 |
Comprehensive (loss) income from continuing operations attributable to: | ||
Common and proportionate Shareholders of the Company | (25,302) | (19,964) |
Non-controlling interests | $ 2,186 | $ 351 |
Net loss per share - basic: | ||
Continuing operations | $ (0.08) | $ (0.07) |
Discontinued operations | (0.01) | (0.01) |
Net loss per share - basic | $ (0.09) | $ (0.08) |
Weighted average number of outstanding common and proportionate voting shares | 267,211,093 | 211,126,932 |
Net loss per share - diluted: | ||
Continuing operations | $ (0.08) | $ (0.07) |
Discontinued operations | (0.01) | (0.01) |
Net loss per share - diluted | $ (0.09) | $ (0.08) |
Weighted average number of outstanding common and proportionate voting shares, assuming dilution | 267,211,093 | 211,126,932 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Exchangeable Shares | Preferred Stock Series A Convertible Preferred Stock | Preferred Stock Series B Convertible Preferred Stock | Preferred Stock Series C Convertible Preferred Stock | Common Shares Equivalent | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 2021 | $ 228,954 | $ 535,418 | $ 2,823 | $ (314,654) | $ 5,367 | ||||||
Balance, shares at Dec. 31, 2021 | 190,930,800 | 38,890,571 | 13,708 | 610 | 36 | 244,175,394 | |||||
Shares issued - stock options, warrant and RSU exercises | 24,702 | 24,702 | |||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 9,300,629 | 9,300,629 | |||||||||
Shares, options and warrants issued - acquisitions | 288,044 | 288,044 | |||||||||
Shares, options and warrants issued - acquisitions, shares | 51,349,978 | 13,504,500 | 64,854,478 | ||||||||
Shares issued for liability settlement | 22 | 22 | |||||||||
Shares issued- liability settlement, shares | 4,000 | 4,000 | |||||||||
Shares issued - conversion, shares | 385,819 | (350) | (36) | ||||||||
Share-based compensation expense | 3,356 | 3,356 | |||||||||
Options and warrants expired/forfeited | (1,156) | 1,156 | |||||||||
Capital distributions | (227) | (227) | |||||||||
Net loss for the year | (16,006) | (16,357) | 351 | ||||||||
Foreign currency translation | (3,606) | (3,606) | |||||||||
Balance at Mar. 31, 2022 | 525,239 | 850,386 | (783) | (329,855) | 5,491 | ||||||
Balance, shares at Mar. 31, 2022 | 251,971,226 | 52,395,071 | 13,358 | 610 | 318,334,501 | ||||||
Balance at Dec. 31, 2022 | 321,171 | 934,972 | 2,085 | (618,260) | 2,374 | ||||||
Balance, shares at Dec. 31, 2022 | 259,624,531 | 76,996,538 | 12,608 | 600 | 349,829,273 | ||||||
Shares issued - stock options, warrant and RSU exercises | 81 | 81 | |||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 392,846 | 392,846 | |||||||||
Shares, options and warrants issued - acquisitions | 743 | 743 | |||||||||
Shares, options and warrants issued - acquisitions, shares | 471,681 | 471,681 | |||||||||
Shares, options and warrants issued - legal settlement | 593 | 593 | |||||||||
Shares, options and warrants issued - legal settlement, shares | 402,185 | 402,185 | |||||||||
Shares issued for liability settlement | 593 | ||||||||||
Shares issued - conversion, shares | 13,762,500 | (13,504,500) | (258) | ||||||||
Share-based compensation expense | 1,713 | 1,713 | |||||||||
Options and warrants expired/forfeited | (1,698) | 1,698 | |||||||||
Capital distributions | (1,884) | (1,884) | |||||||||
Net loss for the year | (22,769) | (24,955) | 2,186 | ||||||||
Foreign currency translation | (347) | (347) | |||||||||
Balance at Mar. 31, 2023 | $ 299,301 | $ 936,404 | $ 1,738 | $ (641,517) | $ 2,676 | ||||||
Balance, shares at Mar. 31, 2023 | 274,653,743 | 63,492,038 | 12,350 | 600 | 351,095,985 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net loss from continuing operations | $ (19,178) | $ (13,750) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Non-cash write downs of inventory | 797 | 1,073 |
Accretion expense | 4,763 | (1,337) |
Depreciation of property and equipment and amortization of intangible assets | 4,771 | 4,642 |
Amortization of operating right-of-use assets | 454 | 487 |
Share-based compensation | 1,713 | 3,356 |
Deferred income tax expense | 1,446 | (1,134) |
Gain on fair value of warrants and purchase option derivative | (438) | (5,713) |
Gain on disposal of fixed assets | 307 | |
Revaluation of contingent consideration | 119 | |
Loss on derecognition of right of use assets | 205 | |
Release of indemnification asset | (25) | |
Unrealized and realized foreign exchange (gain) loss | (31) | 356 |
Unrealized and realized loss on investments | 699 | |
Changes in operating assets and liabilities | ||
Receivables | 773 | (2,656) |
Inventory | (4,969) | 3,755 |
Prepaid expense and other current assets | 1,203 | 985 |
Deposits | 97 | (593) |
Other assets | (131) | 571 |
Accounts payable and accrued liabilities and other payables | 6,882 | (11,151) |
Operating lease liability | (473) | (271) |
Other liability | (14) | (437) |
Contingent consideration payable | (324) | |
Corporate income tax payable | 11,773 | 4,869 |
Deferred revenue | (195) | 395 |
Net cash (used in) / provided by operating activities- continuing operations | 10,454 | (16,783) |
Net cash (used in) operating activities- discontinued operations | (2,020) | (2,064) |
Net cash (used in) / provided by operating activities | 8,434 | (18,847) |
Investing activities | ||
Investment in property and equipment | (2,497) | (3,812) |
Investment in intangible assets | (14) | (106) |
Principal payments received on lease receivable | 111 | 156 |
Receipt of convertible debenture payment | 738 | |
Deposits for property and equipment | (6,058) | |
Deposits for business acquisition | (602) | |
Payments made for land contracts | (308) | |
Cash portion of consideration paid in acquisitions, net of cash of acquired | (9,611) | 24,716 |
Net cash (used in) / provided by investing activities- continuing operations | (11,581) | 14,294 |
Net cash (used in) /provided by investing activities- discontinued operations | (381) | |
Net cash (used in) / provided by investing activities | (11,581) | 13,913 |
Financing activities | ||
Transfer of Employee Retention Credit | 12,677 | |
Proceeds from options and warrants exercised | 81 | 23,925 |
Loan principal paid | (1,204) | |
Capital contributions paid to non-controlling interests | (1,884) | (227) |
Payments of contingent consideration | (6,630) | |
Payments made for financing obligations | (157) | |
Net cash provided by financing activities- continuing operations | 9,513 | 17,068 |
Net cash provided by financing activities- discontinued operations | (115) | |
Net cash (used in) /provided by financing activities | 9,398 | 17,068 |
Net increase in cash and cash equivalents and restricted cash during the period | 6,251 | 12,134 |
Net effects of foreign exchange | 523 | (3,369) |
Cash and cash equivalents and restricted cash, beginning of the period | 26,763 | 79,642 |
Cash and cash equivalents and restricted cash, end of the period | 33,537 | 88,407 |
Supplemental disclosure with respect to cash flows | ||
Income taxes (refund received) paid | (551) | 8 |
Interest paid | 2,456 | 8,271 |
Lease termination fee paid | 3,300 | |
Non-cash transactions | ||
Equity and warrant liability issued as consideration for acquisition | 750 | 294,800 |
Shares issued for liability settlement | 593 | 22 |
Accrued capital purchases | $ 555 | $ 56 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Na ture of operations TerrAscend Corp. (“TerrAscend” or the “Company”) was incorporated under the Ontario Business Corporations Act on March 7, 2017 . TerrAscend provides cannabis products, brands, and services to the United States (“U.S.”) and Canadian cannabinoid markets where cannabis production or consumption has been legalized for therapeutic or adult use. TerrAscend operates a number of synergistic businesses, including Gage Growth ("Gage"), a cultivator, processor and retailer in Michigan; KISA Enterprises MI, LLC and KISA Holdings LLC (collectively "Pinnacle"); The Apothecarium (“The Apothecarium”), a cannabis dispensary with several retail locations in California, Pennsylvania and New Jersey; TerrAscend NJ, LLC ("TerrAscend NJ"), a cultivator, processor and retailer with operations in New Jersey; Ilera Healthcare (“Ilera”), Pennsylvania’s medical cannabis cultivator, processor and dispenser; HMS Health, LLC and HMS Processing, LLC (collectively “HMS”), a medical cannabis cultivator and processor based in Maryland; Valhalla Confections, a manufacturer of cannabis-infused edibles; and State Flower, a California-based cannabis producer operating a licensed cultivation facility in San Franci sco. Notwithstanding various states in the U.S. which have implemented medical marijuana laws, or which have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970. On January 27, 2023, the Company closed on its previously announced acquisition of Allegany Medical Marijuana Dispensary ("AMMD") . Under the terms of the agreement, the Company acquired 100 % equity interest in AMMD for total consideration of $ 10,000 in cash, in addition to entering into a long-term lease with the option to purchase the real estate. The Company now operates vertically integrated licensed operations in Maryland. The Company has been listed on the Canadian Securities Exchange ("CSE") since May 3, 2017, having the ticker symbol "TER" and effective October 22, 2018, the Company began trading on OTCQX under the ticker symbol "TRSSF". The Company’s registered office is located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, L5B 1M5. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the year ended December 31, 2023, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. At March 31, 2023, TerrAscend had an accumulated deficit of $ 641,517 . During the three months ended March 31, 2023 , TerrAscend incurred a net loss from continuing operations of $ 19,178 . Additionally, as of March 31, 2023 the Company’s current liabilities exceed its current assets. Therefore, TerrAscend expects that it will need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about TerrAscend's ability to continue as a going concern for at least one year from the issuance of these financial statements. TerrAscend believes this concern is mitigated by steps to improve its operations and cash position, including (i) identifying access to future capital, (ii) continued sales growth from TerrAscend's consolidated operations, and (iii) various actions that were implemented during the latter part of 2022 and continued during the three months ended March 31, 2023 leading to general and administrative expense reductions and other cost and efficiency improvements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2022 contained in the Company's 2022 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2022 in the Company's 2022 Form 10-K other than noted below. |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | 3. Accounts receivable, net March 31, 2023 December 31, 2022 Trade receivables $ 18,394 $ 14,786 Sales tax receivable 235 277 Other receivables 1,241 17,936 Expected credit losses ( 10,878 ) ( 10,556 ) Total receivables, net $ 8,993 $ 22,443 For the year ended December 31, 2022, the Company has an Employee Retention Credit ("ERC") for qualified wages of $ 14,903 which was included in other receivables in the table above at December 31, 2022. During January 2023, the Company received $ 12,667 , pursuant to a financing agreement with a third-party lender. In exchange, the Company assigned to the lender its interests in the $ 14,903 ERC claim that was submitted during December 2022. The difference between the amount of the claim and the amount received from the lender is the employee retention credits transfer fee which is equal to 15 % of the total claim amount. The framework prescribed in ASC 860 Transfers and Servicing was reviewed and management has concluded that this should be accounted for as an asset transfer with recourse. This fee is included in finance and other expenses. If the Company does not receive the ERC claim, in whole or in part, the Company is required to repay the related portion of the funds received plus interest of 10 % accrued from the date of the financing agreement through the repayment date. The Company’s obligation under the financing agreement will be satisfied upon receipt of the ERC claim or other full repayment. Management has concluded that collection remains probable and no additional recourse obligation was recorded for the three months ended March 31, 2023. March 31, 2023 December 31, 2022 Trade receivables $ 18,394 $ 14,786 Less: provision for sales returns and expected credit losses ( 10,878 ) ( 10,556 ) Total trade receivables, net $ 7,516 $ 4,230 Of which Current 6,244 4,045 31-90 days 1,009 614 Over 90 days 11,141 10,127 Less: provision for sales returns and expected credit losses ( 10,878 ) ( 10,556 ) Total trade receivables, net $ 7,516 $ 4,230 The over 90 days aged balance relates mainly to one customer which was deemed uncollectible. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions AMMD On January 27, 2023, TerrAscend closed on its previously announced acquisition of AMMD, a medical dispensary in Cumberland, Maryland. The acquisition adds the Company’s first retail store in Maryland and complements TerrAscend's cultivation and processing facility in Hagerstown, Maryland. Under the terms of the agreement, TerrAscend acquired a 100 % equity interest in AMMD for total consideration of $ 10,000 in cash, in addition to entering into a long-term lease with the option to purchase the real estate. The cash consideration paid included repayments of indebtedness and transaction expenses on behalf of AMMD of $ 160 and $ 29 , respectively. The following table presents the fair value of assets acquired and liabilities assumed as of the January 27, 2023 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 20 Inventory 303 Prepaid expense 4 Operating right of use asset 781 Fixed assets 416 Intangible asset 5,950 Goodwill 5,385 Accounts payable and accrued liabilities ( 135 ) Deferred tax liability ( 2,021 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 781 ) Net assets acquired 9,631 Cash 10,000 Working capital adjustment ( 369 ) Total consideration 9,631 The acquired intangible assets include a medical license, which is treated as a definite-lived intangible asset and amortized over a 30-year period. The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. The accounting for this acquisition has been provisionally determined at March 31, 2023. The fair value of net assets acquired, specifically with respect to inventory, intangible assets, property and equipment, operating right of use assets, lease liabilities, corporate income taxes payable, deferred tax liability, and goodwill have been determined provisionally and are subject to adjustment. Upon completion of a comprehensive valuation and finalization of the purchase price allocation, the amounts above may be adjusted retrospectively to the acquisition date in future reporting periods. Costs related to this transaction were $ 191 , including legal, accounting, due diligence, and other transaction-related expenses. Of the total amount of transaction costs, $ 36 and $ 99 were r ecorded during the three months ended March 31, 2023 and March 31, 2022, respectively. Contingent consideration Contingent consideration recorded relates to the Company’s business acquisitions. Contingent consideration is based upon the potential earnout of the underlying business unit and is measured at fair value using a projection model for the business and the formulaic structure for determining the consideration under the terms of the agreement. The balance of contingent consideration is as follows: State Flower Apothecarium Pinnacle Total Carrying amount, December 31, 2022 $ 1,406 $ 3,028 $ 750 $ 5,184 Payments of contingent consideration — — ( 750 ) ( 750 ) Carrying amount, March 31, 2023 $ 1,406 $ 3,028 — $ 4,434 Less: current portion ( 1,406 ) ( 3,028 ) — ( 4,434 ) Non-current contingent consideration — — — — During the three months ended March 31, 2023, the Company issued 471,681 shares of common stock to the sellers of its previously acquired Pinnacle business. The issuance of shares fully settles the $ 750 earn out consideration provision in the stock purchase agreement. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory, Net [Abstract] | |
Inventory | 5. Inventory The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: March 31, 2023 December 31, 2022 Raw materials $ 1,664 $ 1,181 Finished goods 16,500 15,280 Work in process 28,724 26,406 Accessories, supplies and consumables 3,922 3,468 $ 50,810 $ 46,335 The company wrote off $ 797 of packaging inventory due primarily to defective cartridges during the three months ended March 31, 2023. On February 4, 2022, more than 500 vape products were recalled by the Pennsylvania's Department of Health, including several of the Company's SKUs. As a result of the recall, the Company wrote off $ 854 of inventory during the three months ended March 31,2022. In addition, management impaired its inventory by $ 219 as it was deemed unsaleable. |
Discontinued operations
Discontinued operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 6. Discontinued operations The Company determined to make available for sale the asset groups related to TerrAscend Canada's Licensed Producer business. As a result, the results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. The major classes of assets and liabilities from discontinued operations included the following: March 31, 2023 December 31, 2022 Land $ 734 $ 734 Buildings & improvements 13,460 16,529 Office furniture & equipment 72 86 Total assets held for sale $ 14,266 $ 17,349 Prepaid expenses and other current assets 525 571 Current assets from discontinued operations $ 525 $ 571 Accounts payable and accrued liabilities $ 2,082 $ 3,747 Loans payable 5,386 5,364 Current liabilities from discontinued operations $ 7,468 $ 9,111 The results of operations for the discontinued operations includes revenues and expenses directly attributable to the operations disposed. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to TerrAscend Canada's Licensed Producer business. The results of discontinued operations were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Revenue — $ 1,385 Excise and cultivation tax — ( 311 ) Revenue, net — 1,074 Cost of Sales — 1,558 Gross profit — ( 484 ) Operating expenses: General and administrative 301 1,128 Amortization and depreciation 48 443 Impairment of property and equipment 3,064 - Total operating expenses 3,413 1,571 Loss from discontinued operations ( 3,413 ) ( 2,055 ) Other expense Finance and other expenses 178 201 Net loss from discontinued operations $ ( 3,591 ) $ ( 2,256 ) Asset Specific Impairment Certain assets of TerrAscend Canada were determined to be held for sale as they met the criteria under ASC 360 Property, Plant and Equipment . TerrAscend Canada operated out of a 67,300 square foot facility located in Mississauga, Ontario. Assets held for sale are reported at the lower of its carrying value or fair value less cost to sell. As of March 31, 2023, the Company determined the fair market value of the building based on the listing price and related commission and determined that the fair value was lower than its carrying value and therefore recorded impairment of $ 3,064 . The fair value less cost to sell was included in assets held for sale in the Consolidated Financial Statements at March 31, 2023. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and equipment Property and equipment consisted of: March 31, 2023 December 31, 2022 Land $ 6,558 $ 6,512 Assets in process 25,820 28,416 Buildings & improvements 158,390 154,742 Machinery & equipment 33,437 30,973 Office furniture & equipment 8,963 7,576 Assets under finance leases 7,186 7,277 Total cost 240,354 235,496 Less: accumulated depreciation ( 26,319 ) ( 19,684 ) Property and equipment, net $ 214,035 $ 215,812 Assets in process represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service. As of March 31, 2023 and December 31, 2022 , borrowing costs were no t capitalized because the assets in process did not meet the criteria of a qualifying asset. Depreciation expense was $ 3,257 for the three months ended March 31, 2023 ($ 2,017 included in cost of sales) and $ 2,191 for the three months ended March 31, 2022 ($ 1,619 in cluded in cost of sales). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 8. Intangible assets and goodwill Intangible assets consisted of the following: At March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,281 $ ( 709 ) $ 572 Licenses 185,344 ( 24,914 ) 160,430 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 280 ) - Total finite lived intangible assets 188,049 ( 27,047 ) 161,002 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 270,806 $ ( 27,047 ) $ 243,759 At December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,169 $ ( 569 ) $ 600 Licenses 178,929 ( 22,590 ) 156,339 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 272 ) 8 Total finite lived intangible assets 181,522 ( 24,575 ) 156,947 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 264,279 $ ( 24,575 ) $ 239,704 Amortization expense was $ 1,514 for the three months ended March 31, 2023 ($ 725 included in cost of sales) and $ 2,451 for the three months ended March 31, 2022 ($ 731 included in cost of sales). Estimated future amortization expense for finite lived intangible assets for the next five years is as follows: Remainder of 2023 $ 5,798 2024 7,739 2025 7,473 2026 7,458 2027 7,378 The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company’s goodwill balance: Balance at December 31, 2022 $ 90,328 Acquisitions (see Note 4) 5,385 Balance at March 31, 2023 $ 95,713 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | 9. Loans payable Ilera Term Loan Gage Loans Pinnacle Loans Pelorus Term Loan Total Balance at December 31, 2022 110,850 29,976 9,333 44,028 194,187 Interest and accretion 4,165 1,080 136 1,665 7,046 Principal and interest paid — ( 1,445 ) ( 636 ) ( 1,578 ) ( 3,659 ) Effects of movements in foreign exchange — ( 9 ) — — ( 9 ) Ending carrying amount at March 31, 2023 115,015 29,602 8,833 44,115 197,565 Less: current portion ( 38,713 ) ( 3,291 ) ( 8,833 ) ( 560 ) ( 51,397 ) Non-current loans payable $ 76,302 $ 26,311 — $ 43,555 $ 146,168 Total interest paid on all loan payables was $ 2,456 and $ 8,271 for the three months ended March 31, 2023 and 2022, respectively. Ilera Term Loan On March 15, 2023, WDB Holding PA, in exchange for a fee in the amount of 1 % of the then outstanding principal loan balance, agreed to an amendment among other things, to (i) extend the obligation date to prepay the Company's debt from March 15, 2023 to June 30, 2023 in which WDB Holding PA must use commercially reasonable efforts to add additional collateral to the Ilera Term Loan, (ii) increase the amount of debt to be reduced by up to $ 37,000 , subject to certain reductions in amount based on meeting certain time based milestones, at a prepayment price of 103.22 % to par, and (iii) extend the next test date in respect of the interest coverage ratio until June 30, 2023. This amendment was not considered extinguishment of debt under ASC 470 Debt . Maturities of loans payable Stated maturities of loans payable over the next five years are as follows: March 31, 2023 Remainder of 2023 $ 47,613 2024 105,803 2025 758 2026 2,274 2027 42,446 Thereafter — Total principal payments $ 198,894 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 10. Leases The majority of the Company’s leases are operating leases used primarily for corporate offices, retail, cultivation and manufacturing. The operating lease periods generally range fro m 1 to 28 years. T he Compan y had five and three finance leases at March 31, 2023 and December 31, 2022, respectively. Amounts recognized in the consolidated balance sheet were as follows: March 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 29,951 $ 29,451 Operating lease liability classified as current 2,314 1,857 Operating lease liability classified as non-current 31,836 31,545 Total operating lease liabilities $ 34,150 $ 33,402 Finance leases: Property and equipment, net $ 6,531 $ 6,673 Lease obligations under finance leases classified as current 535 521 Lease obligations under finance leases classified as non-current 6,614 6,713 Total finance lease obligations $ 7,149 $ 7,234 The Company recognized operating lease expense of $ 1,254 and $ 1,182 for the three months ended March 31, 2023 and 2022. Other information related to operating leases at March 31, 2023 and December 31, 2022 consisted of the following: March 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.4 12.8 Finance leases 6.5 6.8 Weighted-average discount rate Operating leases 10.70 % 10.69 % Finance leases 9.89 % 9.89 % Supplemental cash flow information related to leases are as follows: March 31, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 1,254 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 780 3,097 Cash paid for amounts included in measurement of finance lease liabilities 222 220 Assets under finance leases obtained in exchange for finance lease obligations — 6,913 Undiscounted lease obligations are as follows: Operating Finance Total Remainder of 2023 4,089.00 652.00 $ 4,741 2024 5,434.00 2,887.00 8,321 2025 5,414.00 908.00 6,322 2026 5,137.00 928.00 6,065 2027 4,635.00 956.00 5,591 Thereafter 39,547.00 3,870.00 43,417 Total lease payments 64,256.00 10,201.00 74,457 Less: interest ( 30,106 ) ( 3,052 ) ( 33,158 ) Total lease liabilities $ 34,150 $ 7,149 $ 41,299 Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: Remainder of 2023 $ 468 2024 550 2025 445 2026 261 2027 — Thereafter — Total rental payments $ 1,724 A sale-leaseback transaction occurs when an entity sells an asset it owns and then immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes to the lessor. Under Financial Accounting Standards Board Accounting Standards Codification 842, both parties must assess whether the buyer-lessor has obtained control of the asset and a sale has occurred. Through the Gage Acquisition, the Company entered into leaseback transactions on six properties of owned real estate. The Company has determined that these transactions do not qualify as a sale because control was not transferred to the buyer-lessor. Therefore, the Company has classified the lease portion of the transaction as a finance lease and continues to depreciate the asset. The Gage acquisition included financing obligations . The balance at March 31, 2023 was $ 11,809 . Of this amount, $ 830 is included in other current liabilities and $ 10,979 is included in financing obligations in the unaudited consolidated balance sheets. The financing obligations had a weighted average term and weighted average discount rate of 7.5 years and 9.5 %, respectively, at March 31, 2023. Undiscounted financing obligations as of March 31, 2023 are as follows: Remainder of 2023 1,444 2024 1,940 2025 1,986 2026 2,032 2027 2,079 Thereafter 5,680 Total payments 15,161 Less: interest ( 3,352 ) Total financing obligations $ 11,809 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | 11. Shareholders’ equity Warrants The following is a summary of the outstanding warrants for Common Shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Exercised — — — — Outstanding, March 31, 2023 23,240,330 728,715 $ 4.49 9.47 The Gage Acquisition also included warrant liabilities that are exchangeable into Common Shares. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Exercised — — — — Outstanding, March 31, 2023 7,129,517 7,129,517 $ 8.66 0.74 The following is a summary of the outstanding Preferred Share warrants at March 31, 2023 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Exercised — — — — Outstanding, March 31, 2023 15,106 15,106 $ 3,000 0.15 |
Share-based Compensation Plans
Share-based Compensation Plans | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | 12. Share-based compensation plans Share-based payments expense Total share-based payments expense was as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Stock options $ 1,260 $ 2,590 Restricted share units 453 766 Warrants — — Total share-based payments $ 1,713 $ 3,356 Stock Options The following table s ummarizes the stock option activity for the three months ended March 31, 2023: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 N/A Granted 630,000 — 1.75 — — Exercised ( 405,134 ) — 0.19 — — Forfeited (1) ( 666,665 ) — 5.14 — — Expired ( 497,019 ) — 4.83 — — Outstanding, March 31, 2023 19,172,428 4.78 $ 3.56 364 — Exercisable, March 31, 2023 12,415,653 2.94 $ 3.52 162 — Nonvested, March 31, 2023 6,756,775 8.16 $ 3.65 $ 202 — (1) For stock options forfeited, represents one share for each stock option forfeited. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company’s closing stock price on March 31, 2023 and December 31, 2022, respectively, and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had they exercised their in-the-money options on March 31, 2023 and December 31, 2022, respectively. The total pre-tax intrinsic value (the difference between the market price of the Company’s common stock on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended March 31, 2023 March 31, 2022 Exercised $ 551 $ 61 The fair value of the various stock options granted were estimated using the Black-Scholes option pricing model with the following assumptions: March 31, 2023 December 31, 2022 Volatility 80.04 % - 80.16 % 77.55 % - 77.89 % Risk-free interest rate 2.85 % - 3.21 % 1.63 % - 3.51 % Expected life (years) 10.01 9.62 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % Volatility was estimated by using the historical volatility of the Company's stock price. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on US treasury bond issues with a remaining term approximately equal to the expected life of the options. Dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. The total estimated fair value of stock options that vested during the three months ended March 31, 2023 and 2022 was $ 4,263 and $ 2,511 , respectively. As of March 31, 2023, there was $ 24,540 of total unrecognized compensation cost related to unvested options. Restricted Share Units The following table summarizes the activities for the RSUs for the three months ended March 31, 2023: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2022 415,640 13,050 N/A Vested ( 110,406 ) — — Forfeited ( 40,606 ) — — Outstanding, March 31, 2023 264,628 13,050 N/A As of March 31, 2023, there was $ 3,371 of total unrecognized com pensation cost related to unvested RSUs. |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 13. Non-controlling interest Non-controlling interest consists mainly of the Company’s ownership minority interest in its New Jersey operations and IHC Real Estate operations and consists of the following amounts: March 31, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 1,884 ) ( 7,550 ) Net income attributable to non-controlling interest 2,186 4,557 Ending carrying amount $ 2,676 $ 2,374 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related parties Parties are related if one party has the ability to control or exercise significant influence over the other party in making financing and operating decisions. At March 31, 2023 amounts due to/from related parties consisted of: (a) Loans payable : During the year ended December 31, 2020, a small number of related persons, which consisted of key management of the Company, participated in the Ilera term loan (Note 9), which makes up $ 240 of the total loan principal balance at March 31, 2023 and December 31, 2022 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income taxes The effective tax rate was ( 194 %) and ( 37 %) for the three months ended March 31, 2023, and March 31, 2022, respectively. The effective tax rate for the three months ended Marc h 31, 2023 differed from the federal statutory tax rate primarily due to the disallowed tax deductions for business expenses pursuant to Section 280E of the Code and a return to provision adjustment primarily related to the Company's New Jersey tax return filings. The effective tax rate for the three months ended March 31, 2022 differed from the federal statutory tax rate primarily due to the disallowed tax deductions for business expenses pursuant to Section 280E of the Code. TerrAscend's effective tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of TerrAscend's earnings, changes to the valuation allowance, and permanently non-deductible expenses. Certain of these and other factors, including TerrAscend's history and projections of pre-tax earnings, are considered in assessing TerrAscend's ability to realize any deferred tax assets including net operating losses. |
General and Administrative Expe
General and Administrative Expenses | 3 Months Ended |
Mar. 31, 2023 | |
General and Administrative Expense [Abstract] | |
General And Administrative Expenses Text Block | 16. General and administrative expenses The Company’s general and administrative expenses were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Office and general $ 4,004 $ 3,310 Professional fees 3,373 2,720 Lease expense 1,244 1,246 Facility and maintenance 1,244 607 Salaries and wages 13,496 8,798 Share-based compensation 1,713 3,356 Sales and marketing 2,656 1,387 Total $ 27,730 $ 21,424 |
Revenue, Net
Revenue, Net | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Net | 17. Revenue, net The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Retail $ 55,422 $ 25,718 Wholesale 13,976 22,867 Total $ 69,398 $ 48,585 , the Company did no t have any single customer that accounted for 10% or more of the Company’s revenue. As a result of the vape recall in Pennsylvania (refer to note 5), the Company recorded sales returns of $ 1,040 during the three months ended March 31, 2022. |
Finance and Other Expenses
Finance and Other Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Finance And Other Expenses [Abstract] | |
Finance and Other Expenses | 18. Finance and other expenses The Company’s finance and other expenses included the following: For the Three Months Ended March 31, 2023 March 31, 2022 Interest and accretion $ 7,875 $ 6,926 Employee retention credits transfer with recourse 2,235 — Other (income) expense ( 24 ) ( 271 ) Total $ 10,087 $ 6,655 Refer to note 3, for further explanation about employee retention credits transfer with recourse. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 19. Segment information Operating Segment The Company determines its operating segments according to how the business activities are managed and evaluated by the Company’s chief operating decision maker. The Company operates under one operating segment, being the cultivation, production and sale of cannabis products. Geography The Company has subsidiaries located in Canada and the United States. For each of the three months ended March 31, 2023 and 2022, all net revenue was generated from sales in the United States. The Company generated no net revenue in Canada in each of the three months ended March 31, 2023 and 2022. The Company had non-current assets by geography of: March 31, 2023 December 31, 2022 United States $ 585,974 $ 577,750 Canada 1,818 1,844 Total $ 587,792 $ 579,594 |
Capital Management
Capital Management | 3 Months Ended |
Mar. 31, 2023 | |
Capital Management [Abstract] | |
Capital Management | 20. Capital management The Company’s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to achieve this objective, the Company prepares a capital budget to manage its capital structure. The Company defines capital as borrowings, equity comprised of issued share capital, share-based payments, accumulated deficit, as well as funds borrowed from related parties. Since inception, the Company has primarily financed its liquidity needs through the issuance of share capital and debt. The equity issuances are outlined in Note 11 and debt modification are outlined in Note 9. The Company is subject to financial covenants as a result of its loans payable with various lenders. The Company is in compliance with its debt covenants as of March 31, 2023 . |
Financial Instruments and Risk
Financial Instruments and Risk Management | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 21. Financial instruments and risk management Assets and liabilities measured at fair value Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, loans payable, convertible debentures, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities. The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At March 31, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 32,931 — — — $ 26,158 — — — Restricted cash 606 — — 605 — — Purchase option derivative asset — — 50 — — 50 Total Assets $ 33,537 $ - $ 50 $ 26,763 $ - $ 50 Liabilities Contingent consideration payable — $ 4,434 — — $ 5,184 — Warrant liability — 267 — — 711 — Total Liabilities — $ 4,701 — — $ 5,895 — There were no transfers between the levels of fair value hierarchy during the three months ended March 31, 2023. The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below: Level 1 Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, loans payable, convertible debentures, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities. Level 2 Warrant liability The following table summarizes the changes in the warrant liability for the three months ended March 31, 2023: Balance at December 31, 2022 $ 711 Included in gain on fair value of warrants ( 438 ) Effects of movements in foreign exchange ( 6 ) Balance at March 31, 2023 $ 267 The Company's warrant liability consists of its Series A, B, C, and D convertible preferred stock issued through its 2020 private placements ("private placement warrant liability"), as well as the warrant liability acquired through its Gage Acquisition ("Gage warrant liability"). The private placement warrant liability has been measured at fair value at March 31, 2023. Key inputs and assumptions used in the Black Scholes valuation were as follows: March 31, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 3,000 $ 3,000 Warrant conversion ratio $ 1,000 $ 1,000 Annual volatility 52.7 % 105.3 % Annual risk-free rate 4.8 % 4.6 % Expected term (in years) 0.1 0.4 The Gage warrant liability has been remeasured to fair value. Key inputs and assumptions used in the Black Scholes model were as follows: March 31, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 104.6 % 97.1 %- 98.4 % Annual risk-free rate 4.9 % 4.8 % Expected term (in years) 0.7 1.0 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and contingencies In the ordinary course of business, the Company is involved in a number of lawsuits incidental to its business, including litigation related to intellectual property, employment, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on the Company's consolidated balance sheets or results of operations. At March 31, 2023 , there were no pending lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 23. Subsequent events (i) On April 20, 2023, the Company announced further details of the internal reorganization necessary in connection with the Company's proposed listing of its common shares on the Toronto Stock Exchange ("TSX"). A shareholder vote is scheduled to occur at the Company's annual general and special meeting of shareholders on June 22, 2023. Assuming requisite approval by the Company's shareholders is obtained at the meeting and the Company is able to satisfy the listing and regulatory requirements and obtain TSX approval, the Company expects that Listing on the TSX would occur shortly thereafter. Additionally, TerrAscend announced that it increased its ownership interest in Cookies Retail Canada Corp. to 95 % of the issued and outstanding shares. (ii) On April 25, 2023, the Company announced that it entered into a five year licensing agreement with Cookies, to cultivate and manufacture Cookies products in the State of Maryland. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the year ended December 31, 2023, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. At March 31, 2023, TerrAscend had an accumulated deficit of $ 641,517 . During the three months ended March 31, 2023 , TerrAscend incurred a net loss from continuing operations of $ 19,178 . Additionally, as of March 31, 2023 the Company’s current liabilities exceed its current assets. Therefore, TerrAscend expects that it will need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about TerrAscend's ability to continue as a going concern for at least one year from the issuance of these financial statements. TerrAscend believes this concern is mitigated by steps to improve its operations and cash position, including (i) identifying access to future capital, (ii) continued sales growth from TerrAscend's consolidated operations, and (iii) various actions that were implemented during the latter part of 2022 and continued during the three months ended March 31, 2023 leading to general and administrative expense reductions and other cost and efficiency improvements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2022 contained in the Company's 2022 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2022 in the Company's 2022 Form 10-K other than noted below. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | March 31, 2023 December 31, 2022 Trade receivables $ 18,394 $ 14,786 Sales tax receivable 235 277 Other receivables 1,241 17,936 Expected credit losses ( 10,878 ) ( 10,556 ) Total receivables, net $ 8,993 $ 22,443 |
Schedule of Trade Receivables | March 31, 2023 December 31, 2022 Trade receivables $ 18,394 $ 14,786 Less: provision for sales returns and expected credit losses ( 10,878 ) ( 10,556 ) Total trade receivables, net $ 7,516 $ 4,230 Of which Current 6,244 4,045 31-90 days 1,009 614 Over 90 days 11,141 10,127 Less: provision for sales returns and expected credit losses ( 10,878 ) ( 10,556 ) Total trade receivables, net $ 7,516 $ 4,230 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Acquisition [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the January 27, 2023 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 20 Inventory 303 Prepaid expense 4 Operating right of use asset 781 Fixed assets 416 Intangible asset 5,950 Goodwill 5,385 Accounts payable and accrued liabilities ( 135 ) Deferred tax liability ( 2,021 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 781 ) Net assets acquired 9,631 Cash 10,000 Working capital adjustment ( 369 ) Total consideration 9,631 |
Schedule of Balances of Contingent Consideration | The balance of contingent consideration is as follows: State Flower Apothecarium Pinnacle Total Carrying amount, December 31, 2022 $ 1,406 $ 3,028 $ 750 $ 5,184 Payments of contingent consideration — — ( 750 ) ( 750 ) Carrying amount, March 31, 2023 $ 1,406 $ 3,028 — $ 4,434 Less: current portion ( 1,406 ) ( 3,028 ) — ( 4,434 ) Non-current contingent consideration — — — — |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory, Net [Abstract] | |
Schedule of Inventory | The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: March 31, 2023 December 31, 2022 Raw materials $ 1,664 $ 1,181 Finished goods 16,500 15,280 Work in process 28,724 26,406 Accessories, supplies and consumables 3,922 3,468 $ 50,810 $ 46,335 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations | The major classes of assets and liabilities from discontinued operations included the following: March 31, 2023 December 31, 2022 Land $ 734 $ 734 Buildings & improvements 13,460 16,529 Office furniture & equipment 72 86 Total assets held for sale $ 14,266 $ 17,349 Prepaid expenses and other current assets 525 571 Current assets from discontinued operations $ 525 $ 571 Accounts payable and accrued liabilities $ 2,082 $ 3,747 Loans payable 5,386 5,364 Current liabilities from discontinued operations $ 7,468 $ 9,111 The results of discontinued operations were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Revenue — $ 1,385 Excise and cultivation tax — ( 311 ) Revenue, net — 1,074 Cost of Sales — 1,558 Gross profit — ( 484 ) Operating expenses: General and administrative 301 1,128 Amortization and depreciation 48 443 Impairment of property and equipment 3,064 - Total operating expenses 3,413 1,571 Loss from discontinued operations ( 3,413 ) ( 2,055 ) Other expense Finance and other expenses 178 201 Net loss from discontinued operations $ ( 3,591 ) $ ( 2,256 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of: March 31, 2023 December 31, 2022 Land $ 6,558 $ 6,512 Assets in process 25,820 28,416 Buildings & improvements 158,390 154,742 Machinery & equipment 33,437 30,973 Office furniture & equipment 8,963 7,576 Assets under finance leases 7,186 7,277 Total cost 240,354 235,496 Less: accumulated depreciation ( 26,319 ) ( 19,684 ) Property and equipment, net $ 214,035 $ 215,812 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: At March 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,281 $ ( 709 ) $ 572 Licenses 185,344 ( 24,914 ) 160,430 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 280 ) - Total finite lived intangible assets 188,049 ( 27,047 ) 161,002 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 270,806 $ ( 27,047 ) $ 243,759 At December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,169 $ ( 569 ) $ 600 Licenses 178,929 ( 22,590 ) 156,339 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 272 ) 8 Total finite lived intangible assets 181,522 ( 24,575 ) 156,947 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 264,279 $ ( 24,575 ) $ 239,704 |
Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets | Estimated future amortization expense for finite lived intangible assets for the next five years is as follows: Remainder of 2023 $ 5,798 2024 7,739 2025 7,473 2026 7,458 2027 7,378 |
Activity in Goodwill Balance | The following table summarizes the activity in the Company’s goodwill balance: Balance at December 31, 2022 $ 90,328 Acquisitions (see Note 4) 5,385 Balance at March 31, 2023 $ 95,713 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Ilera Term Loan Gage Loans Pinnacle Loans Pelorus Term Loan Total Balance at December 31, 2022 110,850 29,976 9,333 44,028 194,187 Interest and accretion 4,165 1,080 136 1,665 7,046 Principal and interest paid — ( 1,445 ) ( 636 ) ( 1,578 ) ( 3,659 ) Effects of movements in foreign exchange — ( 9 ) — — ( 9 ) Ending carrying amount at March 31, 2023 115,015 29,602 8,833 44,115 197,565 Less: current portion ( 38,713 ) ( 3,291 ) ( 8,833 ) ( 560 ) ( 51,397 ) Non-current loans payable $ 76,302 $ 26,311 — $ 43,555 $ 146,168 |
Summary of Stated maturities of Loans Payable | Stated maturities of loans payable over the next five years are as follows: March 31, 2023 Remainder of 2023 $ 47,613 2024 105,803 2025 758 2026 2,274 2027 42,446 Thereafter — Total principal payments $ 198,894 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the consolidated balance sheet were as follows: March 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 29,951 $ 29,451 Operating lease liability classified as current 2,314 1,857 Operating lease liability classified as non-current 31,836 31,545 Total operating lease liabilities $ 34,150 $ 33,402 Finance leases: Property and equipment, net $ 6,531 $ 6,673 Lease obligations under finance leases classified as current 535 521 Lease obligations under finance leases classified as non-current 6,614 6,713 Total finance lease obligations $ 7,149 $ 7,234 |
Summary of Other Information related to Operating Leases | Other information related to operating leases at March 31, 2023 and December 31, 2022 consisted of the following: March 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.4 12.8 Finance leases 6.5 6.8 Weighted-average discount rate Operating leases 10.70 % 10.69 % Finance leases 9.89 % 9.89 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: March 31, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 1,254 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 780 3,097 Cash paid for amounts included in measurement of finance lease liabilities 222 220 Assets under finance leases obtained in exchange for finance lease obligations — 6,913 |
Summary of Undiscounted Lease Obligations | Undiscounted lease obligations are as follows: Operating Finance Total Remainder of 2023 4,089.00 652.00 $ 4,741 2024 5,434.00 2,887.00 8,321 2025 5,414.00 908.00 6,322 2026 5,137.00 928.00 6,065 2027 4,635.00 956.00 5,591 Thereafter 39,547.00 3,870.00 43,417 Total lease payments 64,256.00 10,201.00 74,457 Less: interest ( 30,106 ) ( 3,052 ) ( 33,158 ) Total lease liabilities $ 34,150 $ 7,149 $ 41,299 |
Summary of Expected Future Rental Income from Third-Party Leases under Operating Sublease Agreements | Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: Remainder of 2023 $ 468 2024 550 2025 445 2026 261 2027 — Thereafter — Total rental payments $ 1,724 |
Schedule of Undiscounted Financing Obligations | Undiscounted financing obligations as of March 31, 2023 are as follows: Remainder of 2023 1,444 2024 1,940 2025 1,986 2026 2,032 2027 2,079 Thereafter 5,680 Total payments 15,161 Less: interest ( 3,352 ) Total financing obligations $ 11,809 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Common Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for Common Shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Exercised — — — — Outstanding, March 31, 2023 23,240,330 728,715 $ 4.49 9.47 |
Common Stock | Gage Growth Corp | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The Gage Acquisition also included warrant liabilities that are exchangeable into Common Shares. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Exercised — — — — Outstanding, March 31, 2023 7,129,517 7,129,517 $ 8.66 0.74 |
Preferred Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding Preferred Share warrants at March 31, 2023 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Exercised — — — — Outstanding, March 31, 2023 15,106 15,106 $ 3,000 0.15 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Total Share-Based Payments Expense | Total share-based payments expense was as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Stock options $ 1,260 $ 2,590 Restricted share units 453 766 Warrants — — Total share-based payments $ 1,713 $ 3,356 |
Summary of Stock Option Activity | The following table s ummarizes the stock option activity for the three months ended March 31, 2023: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 N/A Granted 630,000 — 1.75 — — Exercised ( 405,134 ) — 0.19 — — Forfeited (1) ( 666,665 ) — 5.14 — — Expired ( 497,019 ) — 4.83 — — Outstanding, March 31, 2023 19,172,428 4.78 $ 3.56 364 — Exercisable, March 31, 2023 12,415,653 2.94 $ 3.52 162 — Nonvested, March 31, 2023 6,756,775 8.16 $ 3.65 $ 202 — (1) For stock options forfeited, represents one share for each stock option forfeited. The total pre-tax intrinsic value (the difference between the market price of the Company’s common stock on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended March 31, 2023 March 31, 2022 Exercised $ 551 $ 61 |
Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options | The fair value of the various stock options granted were estimated using the Black-Scholes option pricing model with the following assumptions: March 31, 2023 December 31, 2022 Volatility 80.04 % - 80.16 % 77.55 % - 77.89 % Risk-free interest rate 2.85 % - 3.21 % 1.63 % - 3.51 % Expected life (years) 10.01 9.62 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % |
Summary of Activities for Unvested RSUs | The following table summarizes the activities for the RSUs for the three months ended March 31, 2023: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2022 415,640 13,050 N/A Vested ( 110,406 ) — — Forfeited ( 40,606 ) — — Outstanding, March 31, 2023 264,628 13,050 N/A |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership in Minority Interest | Non-controlling interest consists mainly of the Company’s ownership minority interest in its New Jersey operations and IHC Real Estate operations and consists of the following amounts: March 31, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 1,884 ) ( 7,550 ) Net income attributable to non-controlling interest 2,186 4,557 Ending carrying amount $ 2,676 $ 2,374 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
General and Administrative Expense [Abstract] | |
Summary of General and Administrative Expenses | The Company’s general and administrative expenses were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Office and general $ 4,004 $ 3,310 Professional fees 3,373 2,720 Lease expense 1,244 1,246 Facility and maintenance 1,244 607 Salaries and wages 13,496 8,798 Share-based compensation 1,713 3,356 Sales and marketing 2,656 1,387 Total $ 27,730 $ 21,424 |
Revenue, Net (Tables)
Revenue, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Three Months Ended March 31, 2023 March 31, 2022 Retail $ 55,422 $ 25,718 Wholesale 13,976 22,867 Total $ 69,398 $ 48,585 |
Finance and Other Expenses (Tab
Finance and Other Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Finance And Other Expenses [Abstract] | |
Schedule of Finance and Other Expenses | The Company’s finance and other expenses included the following: For the Three Months Ended March 31, 2023 March 31, 2022 Interest and accretion $ 7,875 $ 6,926 Employee retention credits transfer with recourse 2,235 — Other (income) expense ( 24 ) ( 271 ) Total $ 10,087 $ 6,655 Refer to note 3, for further explanation about employee retention credits transfer with recourse. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Geographical Areas | The Company had non-current assets by geography of: March 31, 2023 December 31, 2022 United States $ 585,974 $ 577,750 Canada 1,818 1,844 Total $ 587,792 $ 579,594 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value | The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At March 31, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 32,931 — — — $ 26,158 — — — Restricted cash 606 — — 605 — — Purchase option derivative asset — — 50 — — 50 Total Assets $ 33,537 $ - $ 50 $ 26,763 $ - $ 50 Liabilities Contingent consideration payable — $ 4,434 — — $ 5,184 — Warrant liability — 267 — — 711 — Total Liabilities — $ 4,701 — — $ 5,895 — |
Summary of Changes in Preferred Share Warrant Liability | The following table summarizes the changes in the warrant liability for the three months ended March 31, 2023: Balance at December 31, 2022 $ 711 Included in gain on fair value of warrants ( 438 ) Effects of movements in foreign exchange ( 6 ) Balance at March 31, 2023 $ 267 |
Summary Of Warrant Liability Measured At Fair Value | The private placement warrant liability has been measured at fair value at March 31, 2023. Key inputs and assumptions used in the Black Scholes valuation were as follows: March 31, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 3,000 $ 3,000 Warrant conversion ratio $ 1,000 $ 1,000 Annual volatility 52.7 % 105.3 % Annual risk-free rate 4.8 % 4.6 % Expected term (in years) 0.1 0.4 The Gage warrant liability has been remeasured to fair value. Key inputs and assumptions used in the Black Scholes model were as follows: March 31, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 104.6 % 97.1 %- 98.4 % Annual risk-free rate 4.9 % 4.8 % Expected term (in years) 0.7 1.0 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 27, 2023 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Entity date of incorporation | Mar. 07, 2017 | |
Total consideration in cash | $ 750 | |
AMMD | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Equity interest acquired | 100% | |
Total consideration in cash | $ 10,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (641,517) | $ (618,260) | |
Net loss from continuing operations | $ (19,178) | $ (13,750) |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 18,394 | $ 14,786 |
Sales tax receivable | 235 | 277 |
Other receivables | 1,241 | 17,936 |
Expected credit losses | (10,878) | (10,556) |
Total receivables, net | $ 8,993 | $ 22,443 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 Customer | Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | ||||
ERC for qualified wages | $ 14,903 | |||
Amount received pursuant to financing agreement | $ 12,667 | |||
Factoring interests | $ 14,903 | |||
Number of customers agreed to payment plan over 90 days | Customer | 1 | |||
Employee retension credits transfer fee as percentage of claim | 15% | |||
Percentage of repay of funds received plus interest accrued | 10% |
Accounts Receivable, net - Sc_2
Accounts Receivable, net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 18,394 | $ 14,786 |
Less: provision for sales returns and expected credit losses | (10,878) | (10,556) |
Total trade receivables, net | 7,516 | 4,230 |
Current | 6,244 | 4,045 |
31-90 days | 1,009 | 614 |
Over 90 days | $ 11,141 | $ 10,127 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 27, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Total consideration in cash | $ 750 | ||
AMMD | |||
Business Acquisition [Line Items] | |||
Equity interest acquired | 100% | ||
Total consideration in cash | $ 10,000 | ||
Repayments of indebtedness | 160 | ||
Transaction expenses on behalf of seller | $ 29 | ||
Definite-lived intangible assets amortized period | 30 years | ||
Transaction cost recognized during period | 36 | $ 99 | |
Transaction costs | $ 191 | ||
Pinnacle | |||
Business Acquisition [Line Items] | |||
Total consideration in cash | $ 750 | ||
Number of common shares issued | 471,681 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jan. 27, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 95,713 | $ 90,328 | |
AMMD | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 20 | ||
Inventory | 303 | ||
Prepaid expenses | 4 | ||
Operating right of use asset | 781 | ||
Fixed assets | 416 | ||
Intangible assets | 5,950 | ||
Goodwill | 5,385 | ||
Accounts payable and accrued liabilities | (135) | ||
Deferred tax liability | (2,021) | ||
Corporate income taxes payable | (291) | ||
Operating lease liability | (781) | ||
Net assets acquired | 9,631 | ||
Cash | 10,000 | ||
Working capital adjustment | 369 | ||
Total consideration | $ 9,631 |
Acquisition - Schedule of Balan
Acquisition - Schedule of Balances of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | $ 5,184 | |
Payments of contingent consideration | (750) | |
Carrying amount, Ending balance | 4,434 | |
Less: current portion | (4,434) | $ (5,184) |
State Flower | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 1,406 | |
Carrying amount, Ending balance | 1,406 | |
Less: current portion | (1,406) | |
Apothecarium | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 3,028 | |
Carrying amount, Ending balance | 3,028 | |
Less: current portion | (3,028) | |
Pinnacle | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 750 | |
Payments of contingent consideration | $ (750) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,664 | $ 1,181 |
Finished goods | 16,500 | 15,280 |
Work in process | 28,724 | 26,406 |
Accessories, supplies and consumables | 3,922 | 3,468 |
Inventory, Net | $ 50,810 | $ 46,335 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Feb. 04, 2022 USD ($) Product | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Inventory [Line Items] | |||
Non-cash write downs of inventory | $ 797 | $ 1,073 | |
Inventory Deemed Unsaleable | |||
Inventory [Line Items] | |||
Non-cash write downs of inventory | $ 219 | ||
Packaging Inventory | |||
Inventory [Line Items] | |||
Non-cash write downs of inventory | $ 797 | ||
Pennsylvania | |||
Inventory [Line Items] | |||
Non-cash write downs of inventory | $ 854 | ||
Number of vape products recalled | Product | 500 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets from discontinued operations | $ 525 | $ 571 |
Current liabilities from discontinued operations | 7,468 | 9,111 |
Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 14,266 | 17,349 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Prepaid expenses and other current assets | 525 | 571 |
Current assets from discontinued operations | 525 | 571 |
Accounts payable and accrued liabilities | 2,082 | 3,747 |
Loans payable | 5,386 | 5,364 |
Current liabilities from discontinued operations | 7,468 | 9,111 |
Land | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | 734 | 734 |
Buildings and Improvements | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | 13,460 | 16,529 |
Office furniture & equipment | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | $ 72 | $ 86 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other expense | ||
Net loss from discontinued operations | $ (3,591) | $ (2,256) |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 1,385 | |
Excise and cultivation tax | (311) | |
Revenue, net | 1,074 | |
Cost of Sales | 1,558 | |
Gross profit | (484) | |
Operating expenses: | ||
General and administrative | 301 | 1,128 |
Amortization and depreciation | 48 | 443 |
Impairment of property and equipment | 3,064 | |
Total operating expenses | 3,413 | 1,571 |
Loss from discontinued operations | (3,413) | (2,055) |
Other expense | ||
Finance and other expenses | 178 | 201 |
Net loss from discontinued operations | $ (3,591) | $ (2,256) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) ft² | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Facility held for sale | ft² | 67,300 |
Building | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment of asset held for sale | $ | $ 3,064 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total cost | $ 240,354 | $ 235,496 |
Less: accumulated depreciation | (26,319) | (19,684) |
Property and equipment, net | 214,035 | 215,812 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 6,558 | 6,512 |
Assets in Process | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 25,820 | 28,416 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 158,390 | 154,742 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 33,437 | 30,973 |
Office Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 8,963 | 7,576 |
Assets under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total cost | $ 7,186 | $ 7,277 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, capitalized borrowing costs | $ 0 | $ 0 | |
Depreciation expense | 3,257,000 | $ 2,191,000 | |
Cost of Sales | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 2,017,000 | $ 1,619,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | $ 188,049 | $ 181,522 |
Finite lived intangible assets, Accumulated Amortization | (27,047) | (24,575) |
Finite lived intangible assets, Net Carrying Amount | 161,002 | 156,947 |
Indefinite lived intangible assets, Net Carrying Amount | 82,757 | 82,757 |
Intangible assets net, Gross Carrying Amount | 270,806 | 264,279 |
Intangible assets net, Accumulated Amortization | (27,047) | (24,575) |
Intangible assets, net | 243,759 | 239,704 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Indefinite lived intangible assets, Net Carrying Amount | 82,757 | 82,757 |
Software | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,281 | 1,169 |
Finite lived intangible assets, Accumulated Amortization | (709) | (569) |
Finite lived intangible assets, Net Carrying Amount | 572 | 600 |
Licenses | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 185,344 | 178,929 |
Finite lived intangible assets, Accumulated Amortization | (24,914) | (22,590) |
Finite lived intangible assets, Net Carrying Amount | 160,430 | 156,339 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,144 | 1,144 |
Finite lived intangible assets, Accumulated Amortization | (1,144) | (1,144) |
Non-Compete Agreements | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 280 | 280 |
Finite lived intangible assets, Accumulated Amortization | $ (280) | (272) |
Finite lived intangible assets, Net Carrying Amount | $ 8 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Intangible Assets [Line Items] | ||
Amortization expense | $ 1,514 | $ 2,451 |
Number of reportable segment | Segment | 1 | |
Cost of Sales | ||
Intangible Assets [Line Items] | ||
Amortization expense | $ 725 | $ 731 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 5,798 |
2024 | 7,739 |
2025 | 7,473 |
2026 | 7,458 |
2027 | $ 7,378 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Activity in Goodwill Balance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2022 | $ 90,328 |
Acquisitions (see Note 4) | 5,385 |
Balance at March 31, 2023 | $ 95,713 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | $ 194,187 | |
Interest and accretion | 7,046 | |
Principal and interest paid | (3,659) | |
Effects of movements in foreign exchange | (9) | |
Ending carrying amount at March 31, 2023 | 197,565 | |
Less: current portion | (51,397) | $ (48,335) |
Non-current loans payable | 146,168 | $ 145,852 |
Ilera Term Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 110,850 | |
Interest and accretion | 4,165 | |
Ending carrying amount at March 31, 2023 | 115,015 | |
Less: current portion | (38,713) | |
Non-current loans payable | 76,302 | |
Gage Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 29,976 | |
Interest and accretion | 1,080 | |
Principal and interest paid | (1,445) | |
Effects of movements in foreign exchange | (9) | |
Ending carrying amount at March 31, 2023 | 29,602 | |
Less: current portion | (3,291) | |
Non-current loans payable | 26,311 | |
Pinnacle Loans | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 9,333 | |
Interest and accretion | 136 | |
Principal and interest paid | (636) | |
Ending carrying amount at March 31, 2023 | 8,833 | |
Less: current portion | (8,833) | |
Pelorus Term Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 44,028 | |
Interest and accretion | 1,665 | |
Principal and interest paid | (1,578) | |
Ending carrying amount at March 31, 2023 | 44,115 | |
Less: current portion | (560) | |
Non-current loans payable | $ 43,555 |
Loans payable - Summary of Stat
Loans payable - Summary of Stated maturities of Loans Payable (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 47,613 |
2024 | 105,803 |
2025 | 758 |
2026 | 2,274 |
2027 | 42,446 |
Long-term Debt, Total | $ 198,894 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 15, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total interest paid on all loan payables | $ 2,456 | $ 8,271 | |
WDB Holding PA Inc | |||
Debt Instrument [Line Items] | |||
Percentage of fee in the amount of outstanding principal loan balance | 1% | ||
Ilera Term Loan | WDB Holding PA Inc | |||
Debt Instrument [Line Items] | |||
Increase the amount of debt to be reduced, maximum | $ 37,000 | ||
Percentage of prepayment price | 103.22% |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Leases Property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Leases | |
Lessee Lease Description [Line Items] | |||
Number of finance lease | Leases | 5 | 3 | |
Operating lease expense | $ 1,254 | $ 1,182 | |
Financing obligations | 11,809 | ||
Financing obligations noncurrent | $ 10,979 | $ 11,198 | |
Gage Growth Corp | |||
Lessee Lease Description [Line Items] | |||
Sales-leaseback transactions number of properties | Property | 6 | ||
Financing obligations | $ 11,809 | ||
Financing obligations current | 830 | ||
Financing obligations noncurrent | $ 10,979 | ||
Financing obligations weighted average term | 7 years 6 months | ||
Financing obligations weighted average discount rate | 9.50% | ||
Minimum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 1 year | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Operating lease term | 28 years |
Leases - Summary of Amounts Rec
Leases - Summary of Amounts Recognized in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 29,951 | $ 29,451 |
Operating lease liability classified as current | 2,314 | 1,857 |
Operating lease liability classified as non-current | 31,836 | 31,545 |
Total operating lease liabilities | 34,150 | 33,402 |
Finance leases: | ||
Property and equipment, net | $ 6,531 | $ 6,673 |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Property and equipment, net | Property and equipment, net |
Lease obligations under finance leases classified as current | $ 535 | $ 521 |
Lease obligations under finance leases classified as non-current | 6,614 | 6,713 |
Total finance lease obligations | $ 7,149 | $ 7,234 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (years) | ||
Operating leases | 12 years 4 months 24 days | 12 years 9 months 18 days |
Finance leases | 6 years 6 months | 6 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 10.70% | 10.69% |
Finance leases | 9.89% | 9.89% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 1,254 | $ 5,053 |
Right-of-use assets obtained in exchange for lease obligations | 780 | 3,097 |
Cash paid for amounts included in measurement of finance lease liabilities | $ 222 | 220 |
Assets under finance leases obtained in exchange for finance lease obligations | $ 6,913 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Lease Obligations (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating, Remainder of 2023 | $ 4,089,000 | |
Operating, 2024 | 5,434,000 | |
Operating, 2025 | 5,414,000 | |
Operating, 2026 | 5,137,000 | |
Operating, 2027 | 4,635,000 | |
Operating, Thereafter | 39,547,000 | |
Operating, Total lease payments | 64,256,000 | |
Operating, Less: interest | (30,106,000) | |
Operating, Total lease liabilities | 34,150,000 | $ 33,402,000 |
Finance, Remainder of 2023 | 652,000 | |
Finance, 2024 | 2,887,000 | |
Finance, 2025 | 908,000 | |
Finance, 2026 | 928,000 | |
Finance, 2027 | 956,000 | |
Finance, Thereafter | 3,870,000 | |
Finance, Total lease payments | 10,201,000 | |
Finance, Less: interest | (3,052,000) | |
Finance, Total lease liabilities | 7,149,000 | $ 7,234,000 |
Remainder of 2023 | 4,741,000 | |
2024 | 8,321,000 | |
2025 | 6,322,000 | |
2026 | 6,065,000 | |
2027 | 5,591,000 | |
Thereafter | 43,417,000 | |
Total lease payments | 74,457,000 | |
Less: interest | (33,158,000) | |
Total lease liabilities | $ 41,299,000 |
Leases - Summary of Expected Fu
Leases - Summary of Expected Future Rental Income from Third-Party Leases under Operating Sublease Agreements (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 468 |
2024 | 550 |
2025 | 445 |
2026 | 261 |
Total rental payments | $ 1,724 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Financing Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 1,444 |
2024 | 1,940 |
2025 | 1,986 |
2026 | 2,032 |
2027 | 2,079 |
Thereafter | 5,680 |
Total payments | 15,161 |
Less: interest | (3,352) |
Total financing obligations | $ 11,809 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock | ||
Class Of Stock [Line Items] | ||
Number of common shares called by each warrant | 1 | |
Private Placement Warrant | ||
Class Of Stock [Line Items] | ||
Warrant exercise price | $ 3,000 | $ 3,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Outstanding Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 23,240,330 | |
Number of Warrants Outstanding, Ending balance | 23,240,330 | |
Number of Warrants Exercisable | 728,715 | |
Number of Warrants Exercisable | 728,715 | |
Weighted Average Exercise Price | $ 4.49 | |
Weighted Average Exercise Price | $ 4.49 | |
Weighted Average Remaining Life (years) | 9 years 5 months 19 days | 9 years 8 months 19 days |
Common Stock | Gage Growth Corp | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 7,129,517 | |
Number of Warrants Outstanding, Exercised | 0 | |
Number of Warrants Outstanding, Ending balance | 7,129,517 | |
Number of Warrants Exercisable | 7,129,517 | |
Number of Warrants Exercisable | 7,129,517 | |
Weighted Average Exercise Price | $ 8.66 | |
Weighted Average Exercise Price | $ 8.66 | |
Weighted Average Remaining Life (years) | 8 months 26 days | 11 months 26 days |
Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 15,106 | |
Number of Warrants Outstanding, Exercised | 0 | |
Number of Warrants Outstanding, Ending balance | 15,106 | |
Number of Warrants Exercisable | 15,106 | |
Number of Warrants Exercisable | 15,106 | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Remaining Life (years) | 1 month 24 days | 4 months 20 days |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Total Share-Based Payments Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation | $ 1,713 | $ 3,356 |
Stock Options | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation | 1,260 | 2,590 |
Restricted Share Units | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation | $ 453 | $ 766 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total estimated fair value of stock options vested | $ 4,263 | $ 2,511 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested options | 24,540 | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested RSUs | $ 3,371 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Payment Arrangement [Abstract] | |||
Number of Stock Options, Outstanding at beginning of period | 20,111,246 | ||
Number of Stock Options, Granted | 630,000 | ||
Number of Stock Options, Exercised | (405,134) | ||
Number of Stock Options, Forfeited | [1] | (666,665) | |
Number of Stock Options, Expired | (497,019) | ||
Number of Stock Options, Outstanding at end of period | 19,172,428 | 20,111,246 | |
Number of Stock Options, Exercisable at March 31, 2023 | 12,415,653 | ||
Number of Stock Options, Nonvested at March 31, 2023 | 6,756,775 | ||
Weighted average remaining contractual life (in years), Outstanding | 4 years 9 months 10 days | 4 years 10 months 9 days | |
Weighted average remaining contractual life (in years), Exercisable | 2 years 11 months 8 days | ||
Weighted average remaining contractual life (in years), Nonvested | 8 years 1 month 28 days | ||
Weighted Average Exercise Price (per share), Outstanding at beginning of period | $ 3.63 | ||
Weighted Average Exercise Price (per share), Granted | 1.75 | ||
Weighted Average Exercise Price (per share), Exercised | 0.19 | ||
Weighted Average Exercise Price (per share), Forfeited | [1] | 5.14 | |
Weighted Average Exercise Price (per share), Expired | 4.83 | ||
Weighted Average Exercise Price (per share), Outstanding at end of period | 3.56 | $ 3.63 | |
Weighted Average Exercise Price (per share), Exercisable at March 31, 2023 | 3.52 | ||
Weighted Average Exercise Price (per share), Nonvested at March 31, 2023 | $ 3.65 | ||
Aggregate intrinsic value, Outstanding at beginning of period | $ 320 | ||
Aggregate intrinsic value, Outstanding at end of period | 364 | $ 320 | |
Aggregate intrinsic value, Exercisable at March 31, 2023 | 162 | ||
Aggregate intrinsic value, Nonvested at March 31, 2023 | $ 202 | ||
[1] For stock options forfeited, represents one share for each stock option forfeited. |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Summary of Stock Options Exercised (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Exercised | $ 551 | $ 61 |
Share-based Compensation Plan_6
Share-based Compensation Plans - Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options Granted (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility minimum | 80.04% | 77.55% |
Volatility maximum | 80.16% | 77.89% |
Risk-free interest rate minimum | 2.85% | 1.63% |
Risk-free interest rate maximum | 3.21% | 3.51% |
Dividend yield | 0% | 0% |
Forfeiture rate | 26.11% | 26.11% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 10 years 3 days | 9 years 7 months 13 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 10 years 3 days |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Activities for Unvested RSUs (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Outstanding at beginning of period | 415,640 |
Number of RSUs, Vested | (110,406) |
Number of RSUs, Forfeited | (40,606) |
Number of RSUs, Outstanding at end of period | 264,628 |
Number of RSUs, Outstanding at beginning of period | 13,050 |
Number of RSUs, Outstanding at ending of period | 13,050 |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Ownership in Minority Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Opening carrying amount balance | $ 2,374 | $ 5,367 |
Capital contributions received | (1,884) | (7,550) |
Net income attributable to non-controlling interest | 2,186 | 4,557 |
Ending carrying amount balance | $ 2,676 | $ 2,374 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Loan principal balance | $ 240 | $ 240 |
General and Administrative Ex_3
General and Administrative Expenses - Summary of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General And Administrative Expense [Line Items] | ||
Office and general | $ 4,004 | $ 3,310 |
Professional fees | 3,373 | 2,720 |
Lease expense | 1,244 | 1,246 |
Facility and maintenance | 1,244 | 607 |
Salaries and wages | 13,496 | 8,798 |
Share-based compensation | 1,713 | 3,356 |
Sales and marketing | 2,656 | 1,387 |
Total | $ 27,730 | $ 21,424 |
Revenue, Net - Summary of Disag
Revenue, Net - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 69,398 | $ 48,585 |
Retail | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 55,422 | 25,718 |
Wholesale | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 13,976 | $ 22,867 |
Revenue, Net - Additional Infor
Revenue, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 Customer | Mar. 31, 2022 USD ($) Customer | |
Revenue from Contract with Customer [Abstract] | ||
Number of customers accounting more than 10% of revenue | Customer | 0 | 0 |
Sales returns | $ | $ 1,040 |
Finance and Other Expenses - Sc
Finance and Other Expenses - Schedule of Finance and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance And Other Expenses [Abstract] | ||
Interest and accretion | $ 7,875 | $ 6,926 |
Employee retention credits transfer with recourse | 2,235 | |
Other (income) expense | (24) | (271) |
Total | $ 10,087 | $ 6,655 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Line Items] | ||
Effective tax rate | (194.00%) | (37.00%) |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of operating segment | Segment | 1 | |
Revenue | $ 69,398 | $ 48,585 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 0 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Geographical Areas (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 587,792 | $ 579,594 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | 585,974 | 577,750 |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 1,818 | $ 1,844 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | $ 4,434 | $ 5,184 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 32,931 | 26,158 |
Restricted cash | 606 | 605 |
Total Assets | 33,537 | 26,763 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | 4,434 | 5,184 |
Warrant liability | 267 | 711 |
Total Liabilities | 4,701 | 5,895 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase option derivative asset | $ 50 | $ 50 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Total Assets | $ 50 | $ 50 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Financial Instruments And Risk Management [Line Items] | ||
Fair value assets transfers between levels of hierarchy | $ 0 | |
Loss from revaluation of contingent consideration | $ 119,000 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Summary of Changes in Preferred Share Warrant Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2022 | $ 711 |
Included in gain on fair value of warrants | (438) |
Effects of movements in foreign exchange | (6) |
Balance at March 31, 2023 | $ 267 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Key Inputs and Assumptions Used in Black Scholes Simulation Valuation Model (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Private Placement Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ | 1.52 | 1.13 |
Warrant exercise price | $ / shares | $ 3,000 | $ 3,000 |
Warrant conversion ratio | 10 | 10 |
Annual volatility | 52.70% | 105.30% |
Annual risk-free rate | 4.80% | 4.60% |
Expected term (in years) | 1 month 6 days | 4 months 24 days |
Gage warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ | 1.52 | 1.13 |
Warrant exercise price | $ / shares | $ 8.66 | $ 8.66 |
Annual volatility | 104.60% | |
Annual risk-free rate | 4.90% | 4.80% |
Expected term (in years) | 8 months 12 days | 1 year |
Gage warrant | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Annual volatility | 98.40% | |
Gage warrant | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Annual volatility | 97.10% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Cookies Retail Canada Corp | Apr. 25, 2023 | Apr. 20, 2023 |
Subsequent Event [Line Items] | ||
Ownership interest | 95% | |
Licensing agreement term | 5 years |