Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | TERRASCEND CORP. | ||
Entity Central Index Key | 0001778129 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 291,215,585 | ||
Entity File Number | 000-56363 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | A6 | ||
Entity Address, Address Line One | 77 City Centre Drive | ||
Entity Address, Address Line Two | Suite 501 - East Tower | ||
Entity Address, Postal Zip Code | L5B 1M5 | ||
Entity Address, City or Town | Mississauga | ||
Entity Address, State or Province | ON | ||
Entity Address, Country | CA | ||
Entity Public Float | $ 351,317,574 | ||
Title of 12(g) Security | Common Shares | ||
City Area Code | 717 | ||
Local Phone Number | 610-4165 | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive Proxy Statement (the "Proxy Statement" relating to the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) are incorporated by reference into Part III of this Annual Report on Form 10-K (this “Annual Report”) where indicated. The Proxy Statement will be filed with the United States Securities and Exchange Commission (the "SEC") within 120 of the Registrant’s fiscal year ended December 31, 2023 . | ||
Auditor Firm ID | 1930 | ||
Auditor Location | Toronto, Canada | ||
Auditor Name | MNP LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 22,241 | $ 26,158 |
Restricted cash | 3,106 | 605 |
Accounts receivable, net | 19,048 | 22,443 |
Investments | 1,913 | 3,595 |
Inventory | 51,683 | 46,335 |
Assets held for sale | 17,349 | |
Prepaid expenses and other current assets | 4,898 | 5,508 |
Total current assets | 102,889 | 121,993 |
Non-Current Assets | ||
Property and equipment, net | 196,215 | 215,812 |
Deposits | 337 | 837 |
Operating lease right of use assets | 43,440 | 29,451 |
Intangible assets, net | 215,854 | 239,704 |
Goodwill | 106,929 | 90,328 |
Other non-current assets | 854 | 3,462 |
Total noncurrent assets | 563,629 | 579,594 |
Total Assets | 666,518 | 701,587 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 49,897 | 44,286 |
Deferred revenue | 4,154 | 2,935 |
Loans payable, current | 137,737 | 48,335 |
Contingent consideration payable, current | 6,446 | 5,184 |
Operating lease liability, current | 1,244 | 1,857 |
Lease obligations under finance leases, current | 2,030 | 521 |
Corporate income tax payable | 4,775 | 23,077 |
Other current liabilities | 717 | 2,599 |
Current liabilities from discontinued operations | 9,111 | |
Total current liabilities | 207,000 | 137,905 |
Non-Current Liabilities | ||
Loans payable, non-current | 61,633 | 145,852 |
Operating lease liability, non-current | 45,384 | 31,545 |
Lease obligations under finance leases, non-current | 407 | 6,713 |
Derivative liability | 5,162 | 711 |
Convertible debt | 7,266 | |
Deferred income tax liability | 17,175 | 30,700 |
Financing obligations | 11,198 | |
Liability on uncertain tax position and other long term liabilities | 81,751 | 15,792 |
Total non-current liabilities | 218,778 | 242,511 |
Total Liabilities | 425,778 | 380,416 |
Commitments and Contingencies | ||
Share Capital | ||
Common stock, no par value, unlimited shares authorized; 288,327,497 and 259,624,531 shares outstanding as of December 31, 2023 and December 31, 2022 respectively | 0 | 0 |
Additional paid in capital | 944,859 | 934,972 |
Accumulated other comprehensive income | 1,799 | 2,085 |
Accumulated deficit | (704,162) | (618,260) |
Non-controlling interest | (1,756) | 2,374 |
Total Shareholders' Equity | 240,740 | 321,171 |
Total Liabilities and Shareholders' Equity | 666,518 | 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, par value | ||
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares, outstanding | 288,327,497 | 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Revenue, net | $ 317,328 | $ 247,829 | $ 194,210 |
Cost of Sales | 157,630 | 146,325 | 81,708 |
Gross profit | 159,698 | 101,504 | 112,502 |
Operating expenses: | |||
General and administrative | 115,189 | 115,588 | 75,107 |
Amortization and depreciation | 9,433 | 9,658 | 5,533 |
Impairment of intangible assets | 51,303 | 140,727 | 3,633 |
Impairment of goodwill | 4,690 | 170,357 | 5,007 |
Impairment of property and equipment | 2,079 | 1,089 | 312 |
Total operating expenses | 182,694 | 437,419 | 89,592 |
(Loss) income from operations | (22,996) | (335,915) | 22,910 |
Other (income) expense | |||
(Gain) loss from revaluation of contingent consideration | (645) | (1,061) | 3,584 |
Gain on extinguishment of debt | (4,153) | ||
Gain on fair value of warrants and purchase option derivative assets | (322) | (58,523) | (57,904) |
Gain on disposal of fixed assets | (1,914) | ||
Finance and other expenses | 37,041 | 35,893 | 27,849 |
Transaction and restructuring costs | 344 | 1,445 | 3,111 |
(Gain) Loss on lease termination | (1,217) | 3,278 | |
Unrealized and realized foreign exchange (gain) loss | (53) | 712 | 4,654 |
Unrealized and realized loss (gain) on investments | 2,603 | (43) | (6,192) |
(Loss) income from continuing operations before provision from income taxes | (58,833) | (310,185) | 44,530 |
Provision for income taxes | 23,453 | (10,783) | 28,877 |
Net (loss) income from continuing operations | (82,286) | (299,402) | 15,653 |
Discontinued operations: | |||
Loss from discontinued operations, net of tax | (4,444) | (25,949) | (9,518) |
Net (loss) income | (86,730) | (325,351) | 6,135 |
Foreign currency translation | 286 | 738 | (6,485) |
Comprehensive (loss) income | (87,016) | (326,089) | 12,620 |
Net (loss) income from continuing operations attributable to: | |||
Common and proportionate Shareholders of the Company | (91,101) | (303,959) | 12,629 |
Non-controlling interests | 8,815 | 4,557 | 3,024 |
Comprehensive (loss) income attributable to: | |||
Common and proportionate Shareholders of the Company | (95,831) | (330,646) | 9,596 |
Non-controlling interests | $ 8,815 | $ 4,557 | $ 3,024 |
Net (loss) income per share - basic: | |||
Continuing operations | $ (0.33) | $ (1.24) | $ 0.06 |
Discontinued operations | (0.02) | (0.11) | (0.05) |
Net (loss) income per share - basic | $ (0.35) | $ (1.35) | $ 0.02 |
Weighted average number of outstanding common and proportionate voting shares | 279,285,588 | 244,351,028 | 181,056,654 |
Net (loss) income per share - diluted: | |||
Continuing operations | $ (0.33) | $ (1.24) | $ 0.07 |
Discontinued operations | (0.02) | (0.11) | (0.05) |
Net (loss) income per share - diluted | $ (0.35) | $ (1.35) | $ 0.01 |
Weighted average number of outstanding common and proportionate voting shares, assuming dilution | 279,285,588 | 244,351,028 | 208,708,664 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Private placement | Common Stock | Common Stock Private placement | Exchangeable Shares | Proportionate Voting 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 | Common Shares Equivalent Private placement | Additional Paid In Capital | Additional Paid In Capital Private placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 2020 | $ (13,316) | $ 305,138 | $ (3,662) | $ (318,594) | $ 3,802 | |||||||||||
Balance, shares at Dec. 31, 2020 | 79,526,785 | 52,395,071 | 76,307 | 14,258 | 710 | 209,692,379 | ||||||||||
Shares issued - stock options, warrant and RSU | 50,000 | 50,000 | ||||||||||||||
Shares issued - stock options, warrant and RSU, shares | 10,172,500 | 123 | 10,295,500 | |||||||||||||
Shares, options and warrants issued - acquisitions | 34,427 | 34,427 | ||||||||||||||
Shares, options and warrants issued - acquisitions, shares | 3,464,870 | 3,464,870 | ||||||||||||||
Shares issued for liability settlement | 80 | 80 | ||||||||||||||
Shares issued- liability settlement, shares | 8,000 | 8,000 | ||||||||||||||
Share issued | $ 173,477 | $ 173,477 | ||||||||||||||
Share issued, Shares | 18,115,656 | 18,115,656 | ||||||||||||||
Shares issued - conversion, shares | 78,358,768 | (76,307) | (550) | (100) | (87) | 1,314,768 | ||||||||||
Share-based compensation expense | 14,941 | 14,941 | ||||||||||||||
Options and warrants expired/forfeited | (829) | 829 | ||||||||||||||
Conversion of convertible debt | 5,656 | 5,656 | ||||||||||||||
Conversion of convertible debt, shares | 1,284,221 | 1,284,221 | ||||||||||||||
Investment in NJ Partnership/Acquisition of non-controlling interest | (48,878) | (47,472) | (1,406) | |||||||||||||
Capital distributions | (53) | (53) | ||||||||||||||
Net income (loss) for the year | 6,135 | 3,111 | 3,024 | |||||||||||||
Foreign currency translation | 6,485 | 6,485 | ||||||||||||||
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 | 25,927 | 25,927 | ||||||||||||||
Shares issued - stock options, warrant and RSU, shares | 10,633,857 | 10,633,857 | ||||||||||||||
Shares, options and warrants issued - acquisitions | 331,983 | 331,983 | ||||||||||||||
Shares, options and warrants issued - acquisitions, shares | 56,812,852 | 13,504,500 | 70,317,352 | |||||||||||||
Shares issued for liability settlement | 264 | 264 | ||||||||||||||
Shares issued- liability settlement, shares | 101,203 | 101,203 | ||||||||||||||
Shares issued - conversion, shares | 1,145,819 | (1,100) | (10) | (36) | ||||||||||||
Shares issued- Canopy USA arrangement | 55,520 | 55,520 | ||||||||||||||
Shares issued- Canopy USA arrangement, shares | 24,601,467 | 24,601,467 | ||||||||||||||
Share-based compensation expense | 12,162 | 12,162 | ||||||||||||||
Options and warrants expired/forfeited | (26,302) | 26,302 | ||||||||||||||
Capital distributions | (7,550) | (7,550) | ||||||||||||||
Net income (loss) for the year | (325,351) | (329,908) | 4,557 | |||||||||||||
Foreign currency translation | (738) | (738) | ||||||||||||||
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 | 98 | 98 | ||||||||||||||
Shares issued - stock options, warrant and RSU, shares | 1,913,641 | 1,913,641 | ||||||||||||||
Shares, options and warrants issued - acquisitions | 8,601 | 8,601 | ||||||||||||||
Shares, options and warrants issued - acquisitions, shares | 5,913,963 | 5,913,963 | ||||||||||||||
Shares, options and warrants issued - legal settlement | 794 | 794 | ||||||||||||||
Shares, options and warrants issued - legal settlement, shares | 532,185 | 532,185 | ||||||||||||||
Warrants issued for services performed | 1,000 | 1,000 | ||||||||||||||
Share issued | $ 7,507 | $ 7,507 | ||||||||||||||
Share issued, Shares | 6,580,677 | 6,580,677 | ||||||||||||||
Shares issued - conversion, shares | 13,762,500 | (13,504,500) | (258) | |||||||||||||
Share-based compensation expense | 7,707 | 7,707 | ||||||||||||||
Options and warrants expired/forfeited | (9,643) | 9,643 | ||||||||||||||
Investment in NJ Partnership/Acquisition of non-controlling interest | (7,500) | 6,177 | (1,323) | |||||||||||||
Capital distributions | (11,622) | (11,622) | ||||||||||||||
Net income (loss) for the year | (86,730) | (95,545) | 8,815 | |||||||||||||
Foreign currency translation | (286) | (286) | ||||||||||||||
Balance at Dec. 31, 2023 | $ 240,740 | $ 944,859 | $ 1,799 | $ (704,162) | $ (1,756) | |||||||||||
Balance, shares at Dec. 31, 2023 | 288,327,497 | 63,492,038 | 12,350 | 600 | 364,769,739 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net (loss) income from continuing operations | $ (82,286) | $ (299,402) | $ 15,653 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | |||
Non-cash adjustments of inventory | 985 | 9,082 | 4,941 |
Accretion expense | 10,674 | 9,740 | 4,273 |
Depreciation of property and equipment and amortization of intangible assets | 20,382 | 22,624 | 12,789 |
Amortization of operating right-of-use assets | 2,319 | 1,980 | 1,074 |
Share-based compensation | 7,707 | 12,162 | 14,941 |
Deferred income tax expense | (18,615) | (35,299) | (1,245) |
Gain on fair value of warrants and purchase option derivative | (322) | (58,523) | (57,904) |
Gain on disposal of fixed assets | (1,914) | ||
(Gain) loss from revaluation of contingent consideration | (645) | (1,061) | 3,584 |
Impairment of goodwill and intangible assets | 55,993 | 311,084 | 8,640 |
Impairment of property and equipment | 2,079 | 1,089 | 312 |
(Gain) loss on derecognition of right of use assets and lease termination | (1,217) | 1,163 | 3,278 |
Release of indemnification asset | 3,973 | 4,504 | |
Forgiveness of loan principal and interest | (1,414) | ||
Bad debt expense | 9,941 | ||
Employee Retention Credits recorded in other income | (9,440) | ||
Gain on extinguishment of debt | (4,153) | ||
Debt modification fees expensed | 2,507 | ||
Unrealized and realized foreign exchange (gain) loss | (53) | 712 | 4,654 |
Unrealized and realized loss (gain) on investments | 2,603 | (43) | (6,192) |
Changes in operating assets and liabilities | |||
Receivables | (9,259) | 2,862 | (3,209) |
Inventory | (5,185) | 676 | (18,508) |
Prepaid expense and other current assets | 1,198 | 856 | (1,649) |
Deposits | 500 | 3,666 | |
Other assets | 797 | 711 | (726) |
Accounts payable and accrued liabilities and other payables | 644 | (12,103) | 2,820 |
Operating lease liability | (1,861) | (1,314) | (663) |
Other liability | (2,070) | (13,846) | 6,440 |
Uncertain tax position liabilities | 66,404 | 3,905 | (2,690) |
Contingent consideration payable | (410) | (11,394) | |
Corporate income tax payable | (18,946) | 14,598 | (6,938) |
Deferred revenue | 1,219 | 428 | 467 |
Net cash provided by (used in) operating activities- continuing operations | 31,131 | (21,835) | (24,162) |
Net cash used in operating activities- discontinued operations | (3,660) | (4,288) | (7,653) |
Net cash provided by (used in) operating activities | 27,471 | (26,123) | (31,815) |
Investing activities | |||
Investment in property and equipment | (7,762) | (39,631) | (39,835) |
Investment in intangible assets | (1,666) | (2,261) | (376) |
Principal payments received on lease receivable | 515 | 677 | |
Distributions of earnings from associates | 469 | ||
Investment in NJ partnership | (50,000) | ||
Deposits for business acquisition | (1,065) | ||
Success fees related to ATC and other investment | (3,012) | ||
Payment for land contracts | (1,275) | (1,271) | |
Cash portion of consideration (paid in) received acquisitions, net of cash of acquired | (16,789) | 16,227 | (42,736) |
Net cash used in investing activities- continuing operations | (30,504) | (27,486) | (131,801) |
Net cash provided by (used in) investing activities - discontinued operations | 14,285 | (93) | (620) |
Net cash used in investing activities | (16,219) | (27,579) | (132,421) |
Financing activities | |||
Transfer of Employee Retention Credit | 12,677 | ||
Proceeds from loans payable, net of transaction costs | 23,869 | 43,419 | 766 |
Proceeds from options and warrants exercised | 98 | 24,342 | 30,785 |
Loan principal paid | (50,154) | (42,221) | (4,500) |
Loan amendment fee paid and prepayment premium paid | (1,178) | (4,977) | |
Tax distributions to NJ partners | 0 | (1,539) | |
Capital distributions paid to non-controlling interests | (11,621) | (7,550) | (53) |
Payments of contingent consideration | (6,630) | (18,274) | |
Proceeds from private placement | 20,822 | 173,477 | |
Payments made for financing obligations and finance lease | (1,474) | (1,125) | |
Net cash (used in) provided by financing activities- continuing operations | (6,961) | 3,719 | 182,201 |
Net cash used in financing activities- discontinued operations | (5,539) | ||
Net cash (used in) provided by financing activities | (12,500) | 3,719 | 182,201 |
Net (decrease) increase in cash and cash equivalents and restricted cash during the year | (1,248) | (49,983) | 17,965 |
Net effects of foreign exchange | (168) | (2,896) | 2,451 |
Cash and cash equivalents and restricted cash, beginning of the year | 26,763 | 79,642 | 59,226 |
Cash and cash equivalents and restricted cash, end of the year | 25,347 | 26,763 | 79,642 |
Supplemental disclosure with respect to cash flows | |||
Income taxes (refund received) paid | (3,280) | 9,917 | 37,060 |
Interest paid | 23,037 | 26,840 | 21,171 |
Lease termination fee paid | 379 | 3,300 | |
Non-cash transactions | |||
Equity and warrant liability issued as consideration for acquisition | 8,601 | 338,739 | 34,427 |
Shares issued- Canopy USA arrangement | 55,520 | ||
Warrant issued as consideration for services | 1,000 | ||
Promissory note issued as consideration for acquisitions | 11,689 | 10,000 | 8,839 |
Shares issued for legal and liability settlement | 794 | 264 | |
Accrued capital purchases | $ 1,494 | $ 2,187 | $ 450 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of operations TerrAscend Corp. (the "Issuer") was incorporated under the Business Corporations Act (Ontario) on March 7, 2017 . The Issuer, through its subsidiaries, TerrAscend Growth Corp. (“TerrAscend”) and its subsidiaries (collectively, the Company”), is a leading North American cannabis company. TerrAscend has vertically integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. In the United States, TerrAscend’s cultivation and manufacturing provide product selection to both the medical and legal adult-use markets. Notwithstanding the fact that various states in the United States have implemented medical marijuana laws or 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 (the "Controlled Substances Act"). The Company operates under one operating segment, which is the cultivation, production and sale of cannabis products. The Company owns a portfolio of operating businesses, including: • TerrAscend New Jersey (“TerrAscend NJ”), a majority owned operation with three dispensaries, and a cultivation/processing facility; • TerrAscend Maryland (“TerrAscend MD”), a wholly-owned operation with four dispensaries, and a cultivation/processing facility; • TerrAscend Pennsylvania (“TerrAscend PA”), a wholly-owned operation with six dispensaries, and a cultivation/processing facility; • TerrAscend Michigan (“TerrAscend MI”), a wholly-owned operation with nineteen dispensaries, and three cultivation and processing facilities; • TerrAscend California (“TerrAscend CA”), a wholly-owned operation with five dispensaries, and a cultivation facility; and ; • TerrAscend Canada Inc. (“TerrAscend Canada”) is a cannabis retailer in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada ("Cookies Canada"). The common shares in the capital of the Company ("Common Shares") commenced trading on the Canadian Securities Exchange ("CSE") on May 3, 2017 under the ticker symbol "TER" and continued trading on the CSE until the listing of the Common Shares on the Toronto Stock Exchange (the "TSX"). Effective July 4, 2023, the Common Shares commenced trading on the TSX under the ticker symbol "TSND". The Common Shares commenced trading on OTCQX on October 22, 2018 under the ticker symbol "TRSSF", which was subsequently changed to "TSNDF", effective July 6, 2023. The Company’s registered office is located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, L5B 1M5, Canada. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation and measurement and going concern These consolidated financial statements as of December 31, 2023 and December 31, 2022 and for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 (the “Consolidated Financial Statements”) of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying 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. As of December 31, 2023, the Company had an accumulated deficit of $ 704,162 and cash and cash equivalents of $ 22,241 . During the year ended December 31, 2023, the Company incurred a net loss from continuing operations of $ 82,286 . Additionally, as of December 31, 2023, the Company had a net capital deficiency. Therefore, the Company expects that it may need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of these Consolidated Financial Statements. The Company believes this concern is mitigated by steps it has taken, or intends to take to improve its operations and cash position, including: (i) identifying access to future capital required to meet the Company’s on-going obligations, (ii) improved cashflow growth from the Company's consolidated operations, particularly TerrAscend's operations in New Jersey and most recently Maryland with conversion to adult-use sales, and (iii) various cost and efficiency improvements. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts of and classification of liabilities that may result should the Company be unable to continue as a going concern. (b) Functional and presentation currency All operations in the United States have a functional currency of the U.S dollar ("USD"). Canadian operations have a functional currency of Canadian dollars (“CAD”). The Company’s presentation currency is in USD. All amounts are presented in USD unless otherwise specified. References to CAD are to Canadian dollars. (c) Basis of consolidation These Consolidated Financial Statements include the financial information of the Company. The Company consolidates legal entities in which it holds a controlling financial interest. The Company has a two-tier consolidation model: one focused on voting rights (the voting interest model) and the second focused on a qualitative analysis of power over significant activities and exposure to potentially significant losses or benefits (the variable interest model). All entities are first evaluated to determine whether they are variable interest entities (“VIE”). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model ("VOE"). Voting Interest Entities A VOE is an entity in which (i) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (ii) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (iii) the entity is structured with substantive voting rights. The Company consolidates its Canadian operations under a VOE model based on the controlling financial interest obtained through Common Shares with substantive voting rights. Variable Interest Entities A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (ii) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. For further information on VIEs, see Note 3. All intercompany balances and transactions were eliminated on consolidation. (d) Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand at retail locations, demand deposits with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. Restricted cash consists of cash held with financial institutions which are subject to certain withdrawal restrictions. (e) Accounts Receivable Accounts receivable are recorded net of current expected credit losses. The Company estimates current expected credit losses based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances. (f) Inventory Inventories of harvested and purchased finished goods as well as packaging materials are valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the reasonably predictable costs of completion, disposal and transportation. The direct and indirect costs of inventory include materials, labor and depreciation expense on property and equipment involved in packaging, labeling and inspection. Inventories are generally maintained with the average cost method. Amortization of acquired cannabis production licenses as well as royalties paid relating to the production of inventory are also considered to be indirect costs of inventory. All direct and indirect costs related to inventory are capitalized as they are incurred and they are subsequently recorded within cost of sales on the Consolidated Statements of Operations and Comprehensive Income (Loss) at the time cannabis is sold. Products for resale and supplies and consumables are valued at the lower of cost or net realizable value. The Company reviews inventory for obsolete, redundant, and slow-moving goods, and any such inventories are written down to net realizable value. (g) Property and equipment and long-lived assets held for sale Property and equipment is measured at cost, including capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: Buildings and improvements 15 - 30 years Land Not depreciated Machinery & equipment 5 - 15 years Office furniture & production equipment 3 - 5 years Right of use assets Lease term Assets in process Not depreciated Assets in process are transferred to the appropriate asset type when available for use and depreciation of the assets commences at that point. The Company classifies assets and liabilities (the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Long-lived assets held for sale are recorded at the lower of its carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation on these assets. An asset’s residual value, useful life and depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its property and equipment. The Company capitalizes interest and borrowing costs on significant qualifying capital construction projects. Upon the asset becoming available for use, capitalization of borrowing costs ceases, and depreciation commences on a straight-line basis over the estimated useful life of the related asset. (h) Leases Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified assets. The majority of the Company’s leases are operating leases used primarily for corporate offices, retail dispensaries, and cultivation and manufacturing facilities. The operating lease periods range from 1 to 26 years . Additionally, the Company h as two finance leases at December 31, 2023 and three finance leases at December 31, 2022. The lease periods for finance leases range from 4 months to 5 yea rs . The Company’s leases include fixed payments, as well as in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of common area maintenance, operating expenses, and real estate taxes applicable to the property. Variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. Any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense over the term of the lease. None of the Company’s lease agreements contain residual value guarantees or material restrictive covenants. The Company determines if an arrangement is a lease at the inception of the contract. Lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use. The right-of-use (“ROU”) asset is measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, and initial direct costs. For operating leases, right-of-use assets are reduced over the lease term by the straight-line expense recognized, less the amount of accretion of the lease liability determined using the effective interest rate method. Finance leases are included in property and equipment in the Company's Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the term of the lease and is included in cost of sales and general and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the lease asset, and interest expense, which is recognized following an effective interest rate method and is included in finance and other expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The majority of the Company’s leases do not provide an implicit rate that can be easily determined. Therefore, the Company applies its incremental borrowing rate to the lease based on the information available at the commencement date (refer to Note 11 included in Item 8, " Financial Statements and Supplementary Data "). Certain leases include one or more options to renew or terminate the lease at the Company’s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purpose. The Company evaluates its ROU assets for impairment consistent with its impairment of long-lived assets. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its right-of-use assets. In some instances, the Company subleases excess office space to third-party tenants. The Company, as sublessor, continues to account for the head lease. If the lease cost for the term of the sublease exceeds the Company’s anticipated sublease income for the same period, this indicates that the ROU asset associated with the head lease should be assessed for impairment under the long-lived asset impairment provisions. Sublease income is included in Finance (expense) income in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The Company accounts for non-lease and lease components to which they relate as a single lease component. Additionally, the Company recognized lease payments under short-term leases with an initial term of twelve months or less, as well as low value assets, as an expense on a straight-line basis over the lease term without recognizing the lease liability and ROU asset. (i) Goodwill Goodwill is recorded at the time of acquisition and represents the excess of the aggregate consideration paid for an acquisition over the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization and is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they might be impaired. See – Impairment of goodwill and intangible assets information within this note for detailed information on the Company’s impairment assessment of its goodwill and intangible assets. (j) Intangible assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis over the assets’ estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed annually and any changes in estimates are accounted for prospectively. Amortization is calculated on a straight-line basis over the following terms: Brand intangibles- indefinite lives Indefinite useful lives Brand intangibles- definite lives 3 years Software 5 years Licenses 5 - 30 years Non-compete agreements 3 years Licenses relating to cultivation and dispensaries are amortized using a useful life consistent with the property and equipment to which they relate. Intangible assets that have indefinite useful lives, which include brand names, are not subject to amortization but the carrying value is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they may be impaired. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its goodwill and intangible assets. (k) Impairment of indefinite lived intangible assets and goodwill The Company operates as one operating segment. For the purposes of testing goodwill, the Company has identified six reporting units. The Company analyzed its reporting units by first reviewing the operating statements based on the jurisdictions in which the Company conducts business (or each market). Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying amount has been impaired. The Company has the option to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying value, a quantitative fair value test is performed. If the carrying value of the reporting unit exceeds the estimated fair value, a goodwill impairment charge is recorded. Indefinite lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite lived intangible assets are recognized based on a comparison of the fair value of the asset to its carrying value. (l) Impairment of long-lived assets and definite lived intangible assets The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU assets, and definite lived intangible assets, based on whether events or changes in circumstances indicate that the carrying value of the asset, or asset group, may not be recoverable. When the Company determines that the carrying value of the long-lived asset may not be recoverable based upon the existence of one or more indicators, the assets are assessed for impairment based on the estimate of future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its estimated fair value. (m) Revenue recognition Revenue is recognized by the Company in accordance with ASU 2014-09 Revenue from Contracts with Customers (Topic 606). The standard requires sales to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps: i) identify the contract with a customer; ii) identify the performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligations in the contract; and v) recognize sales when (or as) the entity satisfies a performance obligation. Revenues consist of wholesale and retail sales, which are recognized when control of the goods has transferred to the purchaser and the collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligations have been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue for wholesale sales for a fixed price is recognized upon delivery to the customer. Sales are recorded net of returns and discounts and incentives, but inclusive of freight. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. All shipping and handling activities are performed before the customers obtain control of products and are accounted for as cost of sales. From time to time, the Company enters into sales agreements with suppliers pursuant to which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under Accounting Standards Codification ("ASC") 845, Nonmonetary Transactions. Local authorities will often impose excise or cultivation taxes on the sale or production of cannabis products. Excise and cultivation taxes are effectively a production tax which become payable when a cannabis product is delivered to the customer and are not directly related to the value of sales. The Company has made a policy election to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the company from a customer. Therefore, the net revenue on the Consolidated Statements of Operations and Comprehensive Income (Loss) is netted for any excise or cultivation taxes. (n) Business combinations The Company accounts for business combinations using the acquisition method when control is obtained by the Company (see Note 2(c)). The Company measures the consideration transferred, the assets acquired, and the liabilities assumed in a business combination at their acquisition-date fair values. Acquisition related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received, except for the costs to issue debt or equity securities which are recognized according to specific requirements. The excess of the consideration transferred to obtain control, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed, is recognized as goodwill as of the acquisition date. Contingent consideration for a business combination is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is measured at subsequent reporting dates at fair value with the corresponding gain or loss being recognized in profit or loss. If the acquiree’s former owners contractually indemnify the Company for a particular uncertainty, an indemnification asset is recognized on a basis that matches the indemnified item, subject to the contractual provisions or any collectability considerations. (o) Investments The majority of the Company's investments are initially recorded at cost. Management assesses investments for impairment on an annual basis, or when events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. (p) Non-controlling interests Non-controlling interests (“NCI”) represents equity interests owned by outside parties. NCI is initially measured at fair value as of the acquisition date (refer to Note 2z(viii)). (q) Income taxes Income tax expense, consisting of current and deferred tax expense, is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. The Internal Revenue Service (the "IRS") has taken the position that cannabis companies are subject to the limits of Section 280E of the Internal Revenue Code of 1986, as amended (the "Code"), under which they are only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company has taken the position that it does not owe taxes attributable to the application of Section 280E the Code. This position is treated as an unrecognized tax benefit, and is recorded on the Consolidated Balance Sheets as a liability on uncertain tax position and other long term liabilities. (r) Share capital Common Shares Common Shares are classified as equity. The proceeds from the exercise of stock options and warrants are recorded as share capital. Incremental costs directly attributable to the issuance of Common Shares are recognized as a deduction from equity. Equity units Equity units are comprised of Common Shares and one-half warrants. Warrants issued during the year are classified as liabilities. The proceeds are allocated first to warrants based on its fair value, measured using the Black-Scholes Option Pricing Model ("Black-Scholes Model") , and the residual was allocated to Common Shares. (s) Share-based compensation The Company has a stock option plan in place (the "Stock Option Plan"). The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, expected forfeiture and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. Expected forfeitures are estimated at the date of grant, based on historical trends of actual option forfeitures, and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. Any revisions are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) such that the cumulative expense reflects the revised estimate. If the actual forfeiture rate is materially different from management’s estimates, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. Upon exercise of stock options and warrants that are classified as equity, any historical fair value in the warrants and share-based compensation reserve is allocated to additional paid in capital. Amounts recorded for expired unexercised stock options and warrants are transferred to deficit in the year of expiration. The fair value of restricted share units is based on the closing price of the Company’s stock as of the grant date. Compensation expense is recognized on a straight-line basis, by amortizing the grant date fair value over the vesting period. (t) Convertible instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities . The Company issued convertible debentures with detachable share purchase warrants at various times to raise capital to expand its business and support general corporate needs. The convertible instruments also included embedded derivatives in the form of conversion features and put options. Management evaluated the convertible debentures to determine the proper accounting and whether the embedded derivatives required bifurcation from the host instrument. In accordance with ASC 815, Derivatives and Hedging , the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. The proceeds are allocated first to the conversion option based on its fair value, measured using the Black-Scholes model, and the residual was allocated to the host instrument and recorded as convertible debt at amortized cost. (u) Convertible preferred stock and detachable warrants The Company evaluates convertible preferred stock in accordance with ASC 470-20-35-7, Debt with Conversion and Other Options . The preferred shares in the capital of the Company ("Preferred Shares") are convertible into Common Shares at a conversion ratio of one Preferred Share for 1,000 Common Shares. All series of Preferred Shares are classified as shareholders’ equity in the Company’s Consolidated Balance Sheets. The fair value of the related Preferred Shares is based on the closing price of the Common Shares on the day of issuance of the Preferred Shares. Included in the issuance were detachable warrants to purchase Preferred Shares. The detachable purchase warrants were evaluated for equity or liability classification and were determined to meet liability classification. The warrants are legally detachable and separately exercisable from the Preferred Shares. (v) Warrant liability The Company may issue Common Share warrants with debt, equity or as a standalone financing instrument that is recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the Consolidated Balance Sheets, and remeasured on each reporting date with changes recorded in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) . (w) Embedded derivative liabilities The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with ASC 815, Derivatives and Hedging . Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. (x) (Loss) earnings per share The Company presents basic and diluted (loss) earnings per share data for its ordinary shares. Basic (loss) earnings per share is calculated using the treasury stock method, by dividing the (loss) income attributable to holders of Common Shares and proportionate voting shares in the capital of the Company ("Proportionate Voting Shares") by the weighted average number of Common Shares and Proportionate Voting Shares outstanding during the period. Contingently issuable shares (including shares held in escrow) are not considered outstanding Common Shares and consequently are not included in the (loss) earnings per share calculations. The Company has the following categories of potentially dilutive common share equivalents: RSUs, stock options, warrants, Preferred Shares, exchangeable shares in the capital of the Company ("Exchangeable Shares") and convertible debentures. In order to determine diluted (loss) earnings per share, it is assumed that any proceeds from the exercise of dilutive instruments would be used to repurchase Common Shares at the average market price during the period. The Company also considers all outstanding convertible securities, such as the Preferred Shares, convertible debentures, and outstanding Exchangeable Shares as if such instruments were converted into Common Shares. Diluted (loss) earnings per share is determined by adjusting the (loss) income attributable to common shareholders and the weighted average number of Common Shares and Proportionate Voting Shares outstanding, adjusted for the effects of all dilutive potential Common Shares and Proportionate Voting Shares. Proportionate Voting Shares are converted to their Common Share equivalent of one thousand Common Shares for every one Proportionate Voting Share for the purposes of calculating basic and diluted (loss) earnings per share. In a period of losses, all of the potentially dilutive Common Share equivalents are excluded in the determination of dilutive net loss per share because their effect is antidilutive. During the years ended December 31, 2023 and 2022, no potentially dilutive Common Share equivalents were included in the computation of diluted loss per share because their impact would have been anti-dilutive. During the year ended December 31, 2021, 27 |
Consolidation
Consolidation | 12 Months Ended |
Dec. 31, 2023 | |
Text Block [Abstract] | |
Consolidation | 3. Consolidation In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company’s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States (the "Reorganization"). Following the completion of the Reorganization, the Company owns 95 % of its Canadian retail business. The Company continues to consolidate both its Canadian and U.S. cannabis operations under two different consolidation models. In connection with the Reorganization, TerrAscend issued and sold, on a private placement basis, Class A shares in the capital of TerrAscend ("Class A Shares") for aggregate gross proceeds of $ 1,000 to an investor ("Investment"). See Note 10 for accounting treatment of the Class A Shares. Following the closing of the Investment, the Class B shares ("Class B Shares") in the capital of TerrAscend held by the Company, representing all of the issued and outstanding Class B shares, were automatically exchanged for non-voting, non-participating exchangeable shares in the capital of TerrAscend ("Non-Voting Shares"), representing approximately 99.8 % of the issued and outstanding shares of TerrAscend on an as-converted basis. As a result of the limited rights associated with Non-Voting Shares that the Company holds following the closing of the Investment, the Company and TerrAscend entered into a protection agreement dated April 18, 2023 ("Protection Agreement"). The Protection Agreement provides for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Class A Shares. The Issuer determined TerrAscend is a VIE, as all of the Company’s U.S. activities continue to be conducted on behalf of the Company which has disproportionately few voting rights. After conducting an analysis of the following VIE factors; purpose and design of the VIE, the Protection Agreement in place, the structure of the Company's board of directors (the "Board"), and substantive kick-out rights of the holders of the Class A Shares, it was determined that the Company has the power to direct the activities of TerrAscend. In addition, given the structure of the Class A Shares where all of the losses and substantially all of the benefits of TerrAscend are absorbed by the Company, the Company consolidates as the primary beneficiary in accordance with ASC 810, Consolidation . The Company's U.S. operations are consolidated through the VIE model. Therefore, substantially all of the Company's current assets, non-current assets, current liabilities and non-current liabilities are consolidated through the VIE model. The Company's assets and liabilities that are not consolidated through the VIE model include convertible debt, derivative liability and assets and liabilities from discontinued operations. The Company also consolidates a minimal amount of assets and liabilities within Canada, see Note 21 for more information. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | 4. Accounts receivable, net December 31, 2023 December 31, 2022 Trade receivables $ 28,403 $ 14,786 Sales tax receivable 408 277 Other receivables 1,154 17,936 Provision for current expected credit losses ( 10,917 ) ( 10,556 ) Total receivables, net $ 19,048 $ 22,443 During the year ended December 31, 2022, the Company had an ERC for qualified wages of $ 14,903 which was included in other receivables in the table above. 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 ERC 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. As of December 31, 2023, the lender received refunds in the amount of $ 13,521 . Management has concluded that collection remains probable and no additional recourse obligation was recorded for the year ended December 31, 2023. December 31, 2023 December 31, 2022 Trade receivables $ 28,403 $ 14,786 Less: provision for current expected credit losses ( 10,917 ) ( 10,556 ) Total trade receivables, net $ 17,486 $ 4,230 Of which Current 13,799 4,045 31-90 days 2,837 614 Over 90 days 11,767 10,127 Less: current expected credit losses ( 10,917 ) ( 10,556 ) Total trade receivables, net $ 17,486 $ 4,230 The over 90 days aged balance relates mainly to one customer which was deemed uncollectible. The following is a roll-forward of the provision for sales returns and allowances related to trade accounts receivable: December 31, 2023 December 31, 2022 Beginning of the year $ 10,556 $ 335 Provision for sales returns 14 324 Expected credit losses 668 10,556 Write-offs charged against provision ( 321 ) ( 659 ) Total provision for current expected credit losses $ 10,917 10,556 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions 2023 Acquisitions AMMD On January 27, 2023, in order to start its retail footprint in Maryland, the Company acquired Allegany Medical Marijuana Dispensary ("AMMD"), a medical dispensary located in Cumberland, Maryland from Moose Curve Holdings, LLC (the "AMMD Acquisition"). Pursuant to the terms of the agreement, the Company acquired a 100 % equity interest in AMMD for total consideration of $ 10,000 in cash (the "AMMD Cash Consideration). The AMMD Cash Consideration paid included a long-term lease with the option to purchase the real estate and 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 1,499 Fixed assets 416 Intangible asset 5,330 Goodwill 6,312 Accounts payable and accrued liabilities ( 366 ) Deferred tax liability ( 2,097 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 1,499 ) 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. Costs related to this transaction were $ 191 , including legal, accounting, due diligence, and other transaction-related expenses. Of the total amount of transaction costs, $ 99 were recorded during the year ended December 31, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 12,289 for the year ended December 31, 2023 and net income estimates would have been $ 3,775 . Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $ 11,610 and $ 3,531 , respectively. Peninsula On June 28, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition of Derby 1, LLC ("Peninsula"), a dispensary located in Salisbury, Maryland (the "Peninsula Acquisition"). Pursuant to the terms of the agreement, the Company acquired a 100 % equity interest in Peninsula for total consideration of $ 15,394 exclusive of assumed financing obligations, valued at $ 7,226 (Refer to Note 10). The consideration was comprised of: (i) 5,442,282 Common Shares (the "Peninsula Share Consideration"), valued at $ 7,857 using the trading priced of the Common Shares on acquisition date less an applicable share restriction discount, (ii) a $ 3,646 secured promissory note bearing interest at a rate of 7.25 % and maturing on June 28, 2026 , and (iii) $ 2,657 of contingent consideration in connection with the Peninsula Share Consideration ("Peninsula Contingent Consideration"), and (iv) $ 1,234 in cash (the "Peninsula Cash Consideration"). The Peninsula Cash Consideration included transaction expenses and repayments of indebtedness on behalf of Peninsula of $ 290 and $ 33 , respectively. The Peninsula Share Consideration was subject to a statutory lock-up restriction of 6 months, and therefore, a share restriction discount was considered in determining the fair value of the Peninsula Share Consideration on the date of issuance, using the Finnerty Model. Pursuant to the terms of the agreement, the Company agreed that if within 18 months from the date of issuance of the Peninsula Share Consideration, the aggregate gross proceeds resulting from the sales of the Common Shares plus the aggregate value of the remaining Common Shares is less than $ 9,000 , the Company shall pay the difference to the sellers. The fair value of Peninsula Contingent Consideration was calculated using the Black-Scholes Model. The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired: Cash and cash equivalents 217 Inventory 468 Prepaid expense 187 Operating right of use asset 1,168 Fixed assets 70 Intangible asset 19,224 Goodwill 3,484 Accounts payable and accrued liabilities ( 1,030 ) Loans payable ( 7,226 ) Operating lease liability ( 1,168 ) Net assets acquired $ 15,394 Cash 1,234 Common shares of TerrAscend 7,857 Loans payable 3,646 Contingent consideration 2,657 Total consideration $ 15,394 The acquired intangible assets include a 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. Costs related to this transaction were $ 626 , including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 17,791 for the year ended December 31, 2023 and net income estimates would have been $ 3,483 . Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $ 11,004 and $ 1,708 , respectively. Blue Ridge On June 30, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition of Hempaid, LLC ("Blue Ridge"), a medical dispensary located in Parkville, Maryland (the "Blue Ridge Acquisition"). The Company has plans to relocate Blue Ridge to a new, high-traffic retail center. Pursuant to the terms of the agreement, the Company acquired a 100 % equity interest in Blue Ridge for total consideration of $ 6,277 , comprised of: (i) a promissory note, valued at $ 3,109 bearing interest at a rate of 7.0 % and maturing on June 30, 2027 (Refer to Note 10) and (ii) $ 3,168 in cash (the "Blue Ridge Cash Consideration"). The Blue Ridge Cash Consideration included repayments of indebtedness and transaction expenses on behalf of Blue Ridge of $ 707 and $ 281 , respectively. The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory 231 Prepaid expense 113 Operating right of use asset 2,325 Intangible asset 4,799 Goodwill 4,161 Other asset 91 Corporate income tax payable ( 154 ) Deferred tax liability ( 1,665 ) Accounts payable and accrued liabilities ( 706 ) Operating lease liability ( 2,325 ) Liability on uncertain tax position ( 593 ) Net assets acquired $ 6,277 Cash 3,168 Loans payable 3,109 Total consideration $ 6,277 The acquired intangible assets include a 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. Costs related to this transaction were $ 401 , including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 5,402 for the year ended December 31, 2023 and net income estimates would have been $ 993 . Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $ 3,404 and $ 621 , respectively. Herbiculture On July 10, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition of Herbiculture Inc. (“Herbiculture”), a medical dispensary in Maryland (the "Herbiculture Acquisition"). Pursuant to the terms of the agreement, the Company acquired 100 % equity interest in Herbiculture for total consideration of $ 7,710 , comprised of: (i) $ 2,776 in cash ("Herbiculture Cash Consideration"), and (ii) a promissory note of $ 4,934 bearing interest at a rate of 10.50 % and maturing on June 30, 2026 . The Herbiculture Cash Consideration included transaction expenses and repayments of indebtedness on behalf of Herbiculture of $ 616 and $ 1,674 , respectively. The following table presents the fair value of assets acquired and liabilities assumed as of the July 10, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 140 Prepaid expense 38 Accounts receivable 10 Fixed assets 230 Operating right of use asset 525 Intangible asset 3,543 Goodwill 7,334 Deferred tax liability ( 1,327 ) Accounts payable and accrued liabilities ( 602 ) Corporate income taxes payable ( 199 ) Operating lease liability ( 525 ) Liability on uncertain tax position ( 1,457 ) Net assets acquired $ 7,710 Cash 2,776 Loans payable 4,934 Total consideration $ 7,710 The acquired intangible assets include a 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. Costs related to this transaction were $ 786 , including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 3,281 for the year ended December 31, 2023 and net loss estimates would have bee n $ 110 . Actual sales and net loss for the year ended December 31, 2023 since the date of acquisition are $ 1,426 and $ 82 , respectively. 2022 Acquisitions Pinnacle On August 23, 2022, in order to expand its retail footprint in Michigan, the Company acquired all of the outstanding equity interests of KISA Enterprises MI, LLC ("Pinnacle") ("Pinnacle Acquisition"), a dispensary chain operator in Michigan, and related real estate assets from KISA Holdings, LLC, for total consideration of $ 31,003 , comprised of: (i) $ 12,327 , in cash ("Pinnacle Cash Consideration"), (ii) two promissory notes in an aggregate amount of $ 10,000 , (iii) 4,803,184 Common Shares, valued at $ 7,926 ("Pinnacle Share Consideration"), and (iv) contingent earn-out payment ("Pinnacle Earn-Out Payment"), valued at $ 750 . Subject to compliance with securities laws, the Common Shares issued in connection with the Pinnacle Share Consideration were subject to a contractual lock-up period, with one-third of the Common Shares vesting on each of the 30 , 60 and 90 day anniversary of the closing date of the transaction. The Pinnacle Cash Consideration paid included repayments of indebtedness and transaction expenses on behalf of Pinnacle of $ 3,913 and $ 619 , respectively. In connection with the Pinnacle Acquisition, the Company acquired six retail dispensary licenses, five of which are currently operational and located in the cities of Addison, Buchanan, Camden, Edmore, and Morenci, Michigan. Pursuant to the terms of the agreement, Pinnacle Earn-Out Payment required the Company to make an earn-out payment equal to the greater of (i) two times net revenue of Pinnacle over the period commencing April 1, 2022 and continuing through and ending on September 30, 2022, or (ii) eight times EBITDA of Pinnacle over the same period, minus $ 28,500 for either case. If gross margin of Pinnacle was determined to be 90% or less of the gross margin for the six-month period ended July 31, 2022, then the payment would be calculated based solely on eight times EBITDA . The final amount of this earn-out payment was $ 750 . The following table presents the fair value of assets acquired and liabilities assumed as of the August 23, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 3,838 Inventory 790 Prepaid expenses and other current assets 93 Property and equipment 5,321 Operating right of use asset 404 Intangible assets 18,300 Goodwill 8,945 Accounts payable and accrued liabilities ( 1,170 ) Corporate income taxes payable ( 479 ) Operating lease liability ( 403 ) Deferred revenue ( 249 ) Deferred tax liability ( 4,387 ) Net assets acquired 31,003 Consideration paid in cash 12,953 Promissory note payable 10,000 Contingent consideration payable 750 Common shares of TerrAscend 7,926 Working capital adjustment ( 626 ) Total consideration 31,003 The acquired intangible assets include retail licenses, which are treated as definite-lived intangible assets and amortized over a 15-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. Costs related to this transaction were $ 117 , including legal, due diligence, and other transaction-related expenses, and were included in transaction and restructuring costs in the consolidated statement of operations and comprehensive income (loss). Gage On March 10, 2022, in order to expand its footprint in key markets, the Company closed the acquisition ("Gage Acquisition") of Gage Growth ("Gage"). Pursuant to the terms of an arrangement agreement between the Company and Gage ("Gage Arrangement Agreement"), the Company acquired all of the issued and outstanding subordinate voting shares of Gage. Pursuant to the terms of the Gage Arrangement Agreement, Gage shareholders received 0.3001 of a Common Share for each Gage share (or equivalent) held. In connection with the Gage Acquisition, the Company issued: (i) 51,349,978 Common Shares valued at $ 242,884 , (ii) 13,504,500 exchangeable units valued at $ 66,591 , (iii) 4,940,364 replacement stock options with a fair value of $ 13,147 , and (iv) 282,023 replacement warrants with a fair value of $ 435 . Each of the directors, officers and 10% shareholders of Gage entered into contractual lock-up agreements, which included a total of 23,988,758 Common Shares and 13,504,500 Exchangeable Share Units. Of these Common Shares and Exchangeable Share Units, 2,496,137 were not subject to contractual lock-up restrictions; 3,117,608 were subject to 3 months contractual lock-up restrictions; 11,828,458 were subject to 6 month contractual lock-up restrictions; 7,519,165 were subject to 12 month contractual lock-up restrictions; 5,012,776 were subject to 18 month contractual lock-up restrictions; 5,012,776 were subject to 24 month contractual lock-up restrictions; and 2,506,338 were subject to 30 month contractual lock-up restrictions. Of these Common Shares and Exchangeable Share Units, 10,467,229 Common Shares were subject to a 6 month legal restriction in which the restriction is a characteristic of the security, and therefore considered in the fair value of share consideration. As such, a restriction discount has been placed over the shares subject to lock-up of $ 10,323 . The fair value of the replacement options and warrants was calculated using the Black-Scholes Model combined with the percentage of the vesting period that was completed prior to the acquisition. Additionally, total consideration included warrant liabilities convertible into equity with a fair value of $ 6,756 . The following table presents the fair value of assets acquired and liabilities assumed as of the March 10, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 23,366 Restricted cash 1,350 Accounts receivable 12,382 Inventory 19,364 Prepaid expenses and other assets 3,154 Property and equipment 61,987 Operating right of use asset 1,948 Deposits 1,147 Intangible assets 203,048 Goodwill 161,414 Investments 3,596 Accounts payable and accrued liabilities ( 29,164 ) Corporate income taxes payable ( 3,822 ) Operating lease liability ( 1,948 ) Finance lease liability ( 763 ) Deferred revenue ( 1,187 ) Loans payable ( 60,605 ) Deferred tax liability ( 46,743 ) Financing obligations ( 12,614 ) Other liabilities ( 6,097 ) Net assets acquired 329,813 Common Shares of TerrAscend 309,475 Fair value of other equity instruments 13,582 Fair value of warrants classified as liabilities 6,756 Total consideration 329,813 The acquired intangible assets include cultivation and processing licenses, as well as retail licenses, which are treated as definite-lived intangible assets and are amortized over a 15 year period. The fair value of the cultivation and processing and the retail licenses are $ 81,862 and $ 44,001 , respectively. In addition, the intangible assets include brand intangible assets which are treated as indefinite lived intangible assets. The fair value of the brand intangible assets is $ 77,185 . 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. Costs related to this transaction were $ 3,680 , including legal, accounting, due diligence, and other transaction- related expenses. Of the total amount of transaction costs, $ 1,040 were recorded during the year ended December 31, 2022, and were included in transaction and restructuring costs in the consolidated statement of operations and comprehensive income. On a standalone basis, had the Company acquired the business on January 1, 2022, sales estimates would have been $ 66,776 for the year ended December 31, 2022, and net loss estimates would have been $ 328,239 . Actual sales and net loss for the year ended December 31, 2022 since the date of acquisition are $ 54,260 and 319,028 , 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 KCR Pinnacle Peninsula Total Carrying amount, December 31, 2021 $ 8,360 $ 3,028 $ 1,147 $ — $ — $ 12,535 Amount recognized on acquisition — — — 750 — 750 Payments of contingent consideration ( 7,040 ) — — — — ( 7,040 ) Loss (gain) on revaluation of contingent consideration 86 — ( 1,147 ) — — ( 1,061 ) Carrying amount, December 31, 2022 $ 1,406 $ 3,028 — $ 750 $ — $ 5,184 Amount recognized on acquisition — — — 2,657 2,657 Payments of contingent consideration — — ( 750 ) — ( 750 ) Gain on revaluation of contingent consideration — — — ( 645 ) ( 645 ) Carrying amount, December 31, 2023 $ 1,406 $ 3,028 — $ — $ 2,012 $ 6,446 Less: current portion ( 1,406 ) ( 3,028 ) — — ( 2,012 ) ( 6,446 ) Non-current contingent consideration $ — $ — — $ — $ - $ - The contingent consideration for ABI SF, LLC ("State Flower") was calculated based on fiscal year 2021 revenue and the final earn-out was calculated as of December 31, 2021. During the year ended December 31, 2022, the Company made payments of $ 7,040 to the sellers of its previously-acquired State Flower business. The contingent considerations of State Flower and The Apothecarium were paid to the sellers on January 19, 2024 (refer to Note 25). During the year ended December 31, 2023, the Company issued 471,681 Common Shares to the sellers of its previously- acquired Pinnacle business. The issuance of such Common Shares fully settles the $ 750 Pinnacle Earn-Out Payment. During the year ended December 31, 2022, the fair value of the contingent consideration related to the acquisition of Guadco, LLC and KCR Holdings LLC (collectively, "KCR") was reduced to $nil, as it was determined that it was more likely than not that the earnout criteria would not be met. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory, Net [Abstract] | |
Inventory | 6. 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: December 31, 2023 December 31, 2022 Raw materials $ 378 $ 1,181 Finished goods 18,821 15,280 Work in process 28,451 26,406 Accessories, supplies and consumables 4,033 3,468 $ 51,683 $ 46,335 During the year ended December 31, 2023, the Company adjusted inventory by $ 985 mainly due to defective cartridges. On February 4, 2022, more than 500 vape products were recalled by the Pennsylvania Department of Health, including several of the Company's SKUs. As a result of the recall, the Company wrote off $ 1,925 of inventory during the year ended December 31, 2022. In addition, during the year ended December 31, 2022, the Company wrote down its inventory by $ 7,157 primarily related to the write down of inventory to lower of cost or market which was related to the Company's operational reconfiguration of its cultivation facility in Pennsylvania. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. Discontinued operations The Company determined to make available for sale the asset groups related to TerrAscend Canada's Licensed Producer business. As a result, all prior year amounts from discontinued operations have been reclassified for consistency with the current year presentation. As of December 31, 2023 and December 31, 2022, the major classes of assets and liabilities from discontinued operations included the following: December 31, 2023 December 31, 2022 Land $ - $ 734 Buildings & improvements 16,529 Office furniture & equipment 86 Total assets held for sale $ - $ 17,349 Prepaid expenses and other current assets 571 Current assets from discontinued operations $ - $ 571 Accounts payable and accrued liabilities - 3,747 Loans payable 5,364 Current liabilities from discontinued operations $ - $ 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 Year Ended December 31, 2023 December 31, 2022 Revenue, net — 2,700 Cost of Sales — 10,910 Gross profit — ( 8,210 ) Operating expenses: General and administrative 900 4,165 Amortization and depreciation 48 1,310 Impairment of property and equipment 3,036 — Total operating expenses 3,984 5,475 Loss from discontinued operations ( 3,984 ) ( 13,685 ) Other expense Finance and other expenses 460 1,692 Net loss from discontinued operations $ ( 4,444 ) $ ( 15,377 ) Asset Specific Impairment The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its property and equipment. The impairment losses discussed below were included in (loss) income from discontinued operations on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Certain assets of TerrAscend Canada were determined to be held for sale as of December 31, 2022 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. 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 CAD $ 9,099 (USD $ 6,998 ). The fair value less cost to sell was included in assets held for sale in the Company's Consolidated Balance Sheets at December 31, 2022. On May 23, 2023, the Mississauga, Ontario facility was sold for CAD $ 19,700 (USD $ 14,285 ). Net proceeds have been applied to pay down existing Company debt. Additionally, during the year ended December 31, 2022, the Company recorded impairment of $ 1,105 related to machinery and equipment at TerrAscend Canada that could not be transferred or sold. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and equipment, net Property and equipment consisted of: December 31, 2023 December 31, 2022 Land $ 6,103 $ 6,512 Assets in process 24,211 28,416 Buildings & improvements 151,989 154,742 Machinery & equipment 35,370 30,973 Office furniture & equipment 9,066 7,576 Assets under finance leases 2,362 7,277 Total cost 229,101 235,496 Less: accumulated depreciation ( 32,886 ) ( 19,684 ) Property and equipment, net $ 196,215 $ 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. During the year ended December 31, 2023, the Company determined that the carrying value of the certain assets in process may not be recoverable. As a result, the Company recorded an impairment loss of $ 2,079 . During the years ended December 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 $ 11,517 ( $ 8,049 included in cost of sales) for the year ended December 31, 2023 , $ 10,043 ($ 7,611 included in cost of sales) for the year ended December 31, 2022 , and $ 6,137 ($ 5,204 included in cost of sales) for the year ended December 31, 2021 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible assets, net and goodwill Intangible assets consisted of the following: At December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,050 $ ( 720 ) $ 1,330 Licenses 187,768 ( 21,360 ) 166,408 Non-compete agreements 280 ( 280 ) — Total finite lived intangible assets 190,098 ( 22,360 ) 167,738 Indefinite lived intangible assets Brand intangibles 48,116 — 48,116 Total indefinite lived intangible assets 48,116 — 48,116 Intangible assets, net $ 238,214 $ ( 22,360 ) $ 215,854 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 $ 8,865 ($ 2,900 included in cost of sales) for the year ended December 31, 2023 , $ 12,581 ($ 5,355 included in cost of sales) for the year ended December 31, 2022, an d $ 6,652 ($ 2,052 included in cost of sales) for the year ended December 31, 2021. Estimated future amortization expense for finite lived intangible assets for the next five years is as follows: 2024 $ 7,001 2025 6,809 2026 6,795 2027 6,714 2028 6,714 As of December 31, 2023 , the weighted average amortization period remaining on intangible assets was 27.5 years. 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, 2021 $ 90,326 Additions at acquisition date 170,359 Impairment of goodwill ( 170,357 ) Balance at December 31, 2022 $ 90,328 Additions at acquisition date 21,291 Impairment of goodwill ( 4,690 ) Balance at December 31, 2023 $ 106,929 Impairment of Intangible Assets The Company recorded the following impairment losses by category of intangible assets: December 31, 2023 December 31, 2022 December 31, 2021 Finite lived intangible assets Software $ — — $ 9 Licenses 15,518 121,527 — Customer Relationships — — 2,000 Non-compete agreements — — 224 Total impairment of finite lived intangible assets 15,518 121,527 2,233 Indefinite lived intangible assets Brand intangibles 35,785 19,200 1,400 Total impairment of indefinite lived intangible assets 35,785 19,200 1,400 Total impairment of intangible assets $ 51,303 $ 140,727 $ 3,633 The Company evaluates the recoverability of long-lived assets, including definite lived intangible assets, whether events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. During the year ended December 31, 2023, the Company determined that changes in market expectations of cash flows in its Michigan and California businesses, as well as increased competition and supply in those states, were indicators that an impairment test was appropriate for each of these reporting units. During the year ended December 31, 2022, the Company determined that changes in market expectations of cash flows in its Michigan, Pennsylvania and California businesses, as well as increased competition and supply in those states, were indicators that an impairment test was appropriate for each of these reporting units. Impairment of indefinite lived assets Indefinite lived intangible assets are reviewed for impairment annually and whether there are events or changes in circumstances that indicate that the carrying amount has been impaired. The impairment indicators previously noted for Michigan indicate that the fair value of the intangible assets associated with the Gage brand are more likely than not lower than the carrying value. As such, the Company performed an impairment analysis and determined the fair value of its brand intangible assets using the relief of royalty method on the following key assumptions: • Cash flows: estimated cash flows were projected based on actual operating results from internal sources, as well as industry and market trends. The forecasts were extended through the estimated useful lives of the assets; • Royalty rate: estimated royalty rate was projected based on industry and market trends. • Post-tax discount rate: the post-tax discount rate is reflective of the weighted average cost of capital ("WACC"). The WACC was estimated based on the risk-free rate, equity risk premium, beta premium, and after-tax cost of debt based on corporate bond yields; and • Tax rate: the tax rates used in determining future cash flows were those substantively enacted at the respective valuation date. As a result of the quantitative analysis, the Company recognized impairment of the Gage brand of $ 34,185 and $ nil , for the year ended December 31, 2023, and 2022, respectively. Additionally, for the year ended December 31, 2023, the Company noted that fair value of the intangible assets associated with Gage banner is also impacted by the impairment indicators previously noted. As such, the Company performed an impairment analysis using a discounted cash flow model and determined the fair value is more likely than not lower than the carrying value. As a result of the quantitative analysis, the Company recognized impairment of $ 1,600 and $ 19,200 for the year ended December 31, 2023, and 2022, respectively. During the year ended December 31, 2021, the Company made the decision to undertake a strategic review process to explore, review, and evaluate potential alternatives for Arise Bioscience, Inc. (“Arise”). The Company also determined that the estimated future cash flows for the business did not support the carrying value of the intangible assets, and therefore recorded impairment of intangible assets of $ 3,633 for the year ended December 31, 2021, reducing the carrying value to $nil. Impairment of finite lived intangible assets When testing for the impairment of finite lived intangible assets, management first calculates the undiscounted cash flows relating to each asset group. If the calculated undiscounted cash flow is less than the carrying value of the asset group, then impairment is indicated. The fair value of each asset group was determined using cash flows expected to be generated by market participants, discounted at weighted average cost of capital. The fair value of the specific assets that were impaired was determined using the multi period excess earnings method or a discounted cash flow approach based on the following key assumptions: • Cash flows: estimated cash flows were projected based on actual operating results from internal sources, as well as industry and market trends. The forecasts were extended through the estimated useful lives of the assets; • Post-tax discount rate: the post-tax discount rate is reflective of the WACC. The WACC was estimated based on the risk-free rate, equity risk premium, beta premium, and after-tax cost of debt based on corporate bond yields; and • Tax rate: the tax rates used in determining future cash flows were those substantively enacted at the respective valuation date. During the year ended December 31, 2023, for the California asset group, the Company compared the carrying value of the retail license to its fair value and determined that the carrying value exceeded the fair value. The Company recorded impairment charges of $ 15,518 , reducing its carrying values to $ nil . During the year ended December 31, 2022, for the Michigan reporting unit, the Company determined the fair value of the asset groups and allocates the impairment to the assets, being the (i) cultivation and processing licenses, and (ii) retail licenses, acquired through the Gage Acquisition. The Company compared the carrying value of the assets to its fair value and determined that the carrying value exceeded the fair value for both the retail and the cultivation and processing licenses. As such, the Company recorded impairment charges of $ 79,462 and $ 42,065 for the cultivation and processing licenses and retail licenses, respectively, reducing both the carrying values to $ nil . Impairment of Goodwill Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying value has been impaired. Based on the indicators of impairment noted previously, the Company determines whether a quantitative impairment test is necessary to assess that the fair value of its reporting units are more likely than not lower than its carrying value at some of its reporting units. The following significant assumptions were applied in the determination of the fair value of the reporting units using a discounted cash flow model: • Cash flows: estimated cash flows were projected based on actual operating results from internal sources, as well as industry and market trends. The forecasts were extended to a total of five years (with a terminal value thereafter); • Terminal value growth rate: The terminal growth rate was based on historical and projected consumer price inflation, historical and projected economic indicators and projected industry growth; • Post-tax discount rate: the post-tax discount rate is reflective of the WACC. The WACC was estimated based on the risk-free rate, equity risk premium, beta premium, and after-tax cost of debt based on corporate bond yields; and • Tax rate: the tax rates used in determining future cash flows were those substantively enacted at the respective valuation date. Based on the impairment indicators noted previously, during the year ended December 31, 2023, the Company recorded impairment of goodwill of $ 4,690 at its California reporting unit, reducing its carrying value to $nil. During the year ended December 31, 2022, the Company recorded impairment of goodwill of $ 170,357 at its Michigan reporting unit, reducing the carrying value of the goodwill acquired through the Gage Acquisition and Pinnacle Acquisition to $nil. As a result of the Company’s decision to undertake a strategic review of its Florida business, the Company recorded impairment of goodwill of $ 5,007 during the year ended December 31, 2021. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | 10. Loans payable December 31, 2023 December 31, 2022 Chicago Atlantic term loan due November 2024 Principal amount $ 24,611 $ 25,000 Deferred financing cost - - Net carrying amount $ 24,611 $ 25,000 Ilera term loan due December 2024 Principal amount $ 76,927 $ 115,000 Deferred financing cost ( 3,191 ) ( 4,150 ) Net carrying amount $ 73,736 $ 110,850 Stearns loan due December 2024 Principal amount $ 24,809 $ - Deferred financing cost ( 791 ) - Net carrying amount $ 24,018 $ - Pelorus term loan due September 2027 Principal amount $ 45,478 $ 45,478 Deferred financing cost ( 1,490 ) ( 1,450 ) Net carrying amount $ 43,988 $ 44,028 Maryland Acquisition loans (1) Principal amount $ 19,873 $ - Unamortized discount ( 1,403 ) - Net carrying amount $ 18,470 $ - Other loans $ 2,698 $ 4,976 Short-term debt $ 11,849 $ 9,333 Current portion of long-term debt $ 125,888 39,002 Loans payable, current $ 137,737 48,335 Loans payable, non-current $ 61,633 $ 145,852 Total loans payable $ 199,370 $ 194,187 (1) For maturity breakout, refer to Maryland Acquisition Loans section below. Total interest paid on all loan payables was $ 23,037 , $ 26,840 , and $ 21,171 , for the years ended December 31, 2023, 2022 and 2021, respectively. The Company had accrued interest of $ 3,491 and $ 644 as of December 31, 2023 and December 31, 2022, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. The weighted average interest rate on short-term debt outstanding as of December 31, 2023 was 12.90 %. Chicago Atlantic Term Loan In connection with the Gage Acquisition, the Company assumed a senior secured term loan (the "Chicago Atlantic Term Loan") with an acquisition date fair value of $ 53,857 . The credit agreement bears interest at a rate equal to the greater of (i) the Prime Rate plus 7 % or (ii) 10.25 %. The term loan was payable monthly and had a maturity date of November 30, 2022 . The Chicago Atlantic Term Loan was secured by a first lien on all Gage Growth assets. On August 10, 2022, the Chicago Atlantic Term Loan was amended as a result of the corporate restructure in conjunction with the Gage Acquisition. The amendment to the Chicago Atlantic Term Loan includes the addition of a borrower and guarantor under the term loan and a right of first offer in favor of the administrative agent for a refinancing of the term loan. This amendment was not considered extinguishment of debt under ASC 470, Debt . As a result of the amendment, the Company paid a loan amendment fee of $ 1,109 which was capitalized. On November 29, 2022, the Company repaid $ 30,000 outstanding principal amount on the Chicago Atlantic Term Loan. On November 30, 2022, the remaining loan principal amount of $ 25,000 on the Chicago Atlantic Term Loan was amended (the "Amended Chicago Atlantic Term Loan"). The Amended Chicago Atlantic Term Loan bears interest on $ 25,000 at a per annum rate equal to the greater of (i) the U.S. "prime rate" plus 6.00 %, and (ii) 13.0 % and matures on November 1, 2024 . Commencing on May 31, 2023, the Company will make monthly principal repayments of 0.40 % of the aggregate principal amount outstanding. Additionally, the unpaid principal amount of the loan shall bear paid in kind interest at a rate of 1.50 % per annum. No prepayment fees are owed if the Company voluntarily prepays the loan after 18 months . If such prepayment occurs prior to 18 months , a prepayment fee equal to all of the interest on the loans that would be due after the date of such prepayment, is owed. Under the Amended Chicago Atlantic Term Loan, the Company has the ability to borrow incremental term loans of $ 30,000 at the option of the Company and subject to consents from the required lenders. The additional $ 30,000 incremental term loans available under the amendment were not drawn as of December 31, 2023. This loan represents a loan syndication, and therefore the Company assessed each of the lenders separately under ASC 470, Debt to determine if this represents a modification, or an extinguishment of debt. For three of the four remaining lenders, it was determined that this was a modification. For the remaining lender, it was determined that this represented an extinguishment of debt and therefore the fees paid to the lenders on modification were expensed. As a result of this transaction, the Company expensed $ 1,907 of fees paid to the lenders and third parties as they did not meet the criteria for capitalization under ASC 470, Debt . On June 9, 2023, the Company agreed to an amendment among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein) and (ii) to permit certain indebtedness and waive certain tax provisions. This amendment was not considered extinguishment of debt under ASC 470, Debt. Ilera Term Loan On December 18, 2020, WDB Holding PA, a subsidiary of the TerrAscend, entered into a senior secured term loan with a syndicate of lenders in the amount of $ 120,000 ("Ilera Term Loan"). The Ilera Term Loan is solely secured by the Company’s Pennsylvania-based Ilera Healthcare LLC (“Ilera”). The Ilera Term Loan bears interest at 12.875 % matures on December 17, 2024 . Subject to certain conditions of the agreement, the Company has the ability to increase the facility by up to $ 30,000 . WDB Holding PA’s obligations under the Ilera Term Loan and related transaction documents are guaranteed by the Company, TerrAscend USA, Inc. (“TerrAscend USA”), and certain subsidiaries of WDB Holding PA, and secured by TerrAscend USA’s equity interest in WDB Holding PA and substantially all of the assets of WDB Holding PA and the subsidiary guarantors party thereto. The Ilera Term Loan can be refinanced at the option of WDB Holding PA after 18 months from the closing date, subject to a premium payment due. Of the total proceeds received, $ 105,767 was used to satisfy the remaining Ilera earn-out payments. On April 28, 2022, the Ilera Term Loan was amended to provide WDB Holding PA with greater flexibility by resetting the minimum consolidated interest coverage ratio levels that must be satisfied at the end of each measurement period and extending the date in which WDB Holding PA is required to deliver its budget for the fiscal year ending December 31, 2021. In addition, the no-call period was extended from 18 months to 30 months, subject to a premium payment. As a result of the amendment, the Company paid a loan amendment fee of $ 1,200 which was capitalized. On November 11, 2022, WDB Holding PA, the Company, TerrAscend USA and the subsidiary guarantors party to the Ilera Term Loan and the PA Agent (on behalf of the required lenders) entered into an amendment to the Ilera Term Loan, pursuant to which the parties agreed that WDB Holding PA's obligation to maintain the consolidated interest coverage ratio as set forth in the Ilera Term Loan for the period ended September 30, 2022, shall not apply, subject to certain conditions, including (but not limited to) an obligation to enter into a subsequent amendment agreement on or before December 15, 2022, documenting certain enhancements and amendments to the Ilera Term Loan. In addition, WDB Holding PA offered a prepayment of $ 5,000 pro rata to all lenders holding outstanding loans thereunder at a price equal to 103.22 % of the principal amount prepaid, plus accrued and unpaid interest. On December 21, 2022, WDB Holding PA completed an amendment to reduce the Company's principal debt by $ 35,000 and annual interest expense by $ 5,000 . The Company agreed to make a $ 35,000 payment at the original prepayment price of 103.22 % to par, and agreed to use commercially reasonable efforts to add certain collateral to Ilera Term Loan, collectively by March 15, 2023. The amendment further provided that should WDB Holding PA fail to maintain the prescribed interest coverage ratio, the Company shall be required to deposit funds, as outlined in the amendment, into a restricted account, and no event of default shall occur. 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 to, among other things: (i) extend the obligation date to prepay the Company’s debt from March 15, 2023 to June 30, 2023, during which WDB Holding PA agreed to 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. On April 14, 2023, WDB Holding PA agreed to an amendment to the Ilera Term Loan to, among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein), and (ii) to waive certain tax provisions. On June 8, 2023, June 15, 2023, and June 29, 2023, WBD Holding PA made repayments of principal in the amounts of $ 7,896 , $ 442 , and $ 28,236 , respectively . On June 22, 2023, WDB Holding PA further agreed to an amendment among other things, to (i) extend the next test date for the interest coverage ratio from June 30, 2023 to September 30, 2023, and (ii) amend the terms for which WDB Holding PA may incur certain indebtedness and liens. On October 2, 2023, the Company made a mandatory prepayment of the Ilera Term Loan of $ 1,500 at the original prepayment price of 103.22 % to par . On December 4, 2023, the parties entered into an amendment that requires WDB Holding PA to make a prepayment of $ 4,800 by January 2, 2024 and a prepayment of $ 3,200 by April 30, 2024, at the prepayment price of 100 % to par. Subsequent to December 31, 2023, the Company completed a prepayment of $ 4,800 at the prepayment price of 100 % to par (refer to Note 25 ). In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. Stearns Loan On June 26, 2023, the Company closed on a $ 25,000 commercial loan with Stearns Bank, secured by the Company's cultivation facility in Pennsylvania and its AMMD dispensary in Cumberland, Maryland ("Stearns Loan"). The Stearns Loan carries an interest rate of prime plus 2.25 % and matures on December 26, 2024 . The Stearns Loan carries no prepayment penalties or fees if paid in full prior to maturity. The Company was required to hold $ 5,000 on deposit in a restricted account, of which $ 2,500 of the restricted cash was released on July 28, 2023 upon meeting certain criteria pursuant to the terms of the Stearns Loan. Pelorus Term Loan On October 11, 2022, subsidiaries of, TerrAscend, among others, entered into a loan agreement with Pelorus Fund REIT, LLC ("Pelorus") for a single-draw senior secured term loan (the “Pelorus Term Loan") in an aggregate principal amount of $ 45,478 . The Pelorus Term Loan is based on a variable rate tied to the one month secured overnight financing rate (SOFR), subject to a base rate, plus 9.5 %, with interest-only payments for the first 36 months. The maturity is five years from closing, being October 11, 2027 . The base rate is defined as, on any day, the greatest of: (i) 2.5 %, (b) the effective federal funds rate in effect on such day plus 0.5 %, and (c) one month Secured Overnight Financing Rate ("SOFR") in effect on such day. The obligations of the borrowers under the Pelorus Term Loan are guaranteed by the Company, TerrAscend USA and certain other subsidiaries of TerrAscend and are secured by all of the assets of TerrAscend's Maryland and New Jersey businesses, including certain real estate in Maryland and New Jersey, but excludes all MD dispensaries. The Pelorus Term Loan matures on October 11, 2027. On April 17, 2023, TerrAscend NJ, LLC agreed to an amendment among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein), and (ii) to waive certain tax provisions. On June 22, 2023, TerrAscend NJ, LLC further agreed to an amendment to permit certain indebtedness. In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. Maryland Acquisition Loans On June 28, 2023, in connection with the Peninsula Acquisition, the Company assumed existing indebtedness in the form of a promissory note in the amount of $ 7,698 , which matures on June 28, 2025 . The promissory note bears interest at a rate of 8.25 %. The Company is required to make monthly payments of principal and interest totaling $ 157 , beginning on July 28, 2023 . The Company is required to make a mandatory prepayment of 50 % of the outstanding principal balance on January 28, 2025. The consideration also included a promissory note in the amount of $ 3,927 . The promissory note bears interest at a rate of 7.25 % and is payable in twelve quarterly installments, maturing on June 28, 2026 . On June 30, 2023, in connection with the Blue Ridge Acquisition, the Company entered into a promissory note in the amount of $ 3,750 , payable in four quarterly installments of accrued interest commencing on September 30, 2023 and twelve equal quarterly installments of principal and accrued interest commencing on September 30, 2024. The remaining amount of the principal and accrued interest is due on June 30, 2027 , the maturity date of the promissory note. The promissory note bears interest at a rate of 7.0 %. On July 10, 2023, in connection with the Herbiculture Acquisition, the Company entered into a promissory note in the amount of $ 5,250 . The promissory note bears interest at a fixed interest rate of 10.50 %. Commencing on September 30, 2023, and thereafter until December 31, 2024, all accrued interest during each quarter will be added to the outstanding principal balance on the last day of each fiscal quarter. Beginning on March 31, 2025, and thereafter until March 31, 2026, only interest payments will be due on the last day of each fiscal quarter. The entire outstanding balance of the principal and accrued interest is due on June 30, 2026 , the maturity date of the promissory note. Other loans Stadium Ventures I n connection with the Gage Acquisition, the Company assumed existing indebtedness in the form of a promissory note in the amount of $ 4,065 , which matures on December 31, 2024 . The promissory note bears interest at a rate of 6 %. Class A Shares of TerrAscend Growth In connection with the Reorganization (see Note 3), TerrAscend issued $ 1,000 of Class A shares with a 20 % guaranteed annual dividend to an investor (the “Investor”) pursuant to the terms of a subscription agreement between TerrAscend and the Investor dated April 20, 2023 (the “Subscription Agreement”). Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40 % of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the option. In addition, the Investor holds a put right that is exercisable at any time after four months’ advanced written notice following the five-year anniversary of the closing of the investment to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks. Short-Term Debt Pinnacle Loans In connection with the Pinnacle Acquisition, the Company entered into two promissory notes in an aggregate amount of $ 10,000 (the “Pinnacle Promissory Notes”). Each of the Pinnacle Promissory Notes bears interest at a rate of 6 % and had an initial maturity date of June 30, 2023 . On June 27, 2023, Spartan Partners Properties, LLC agreed to an amendment to the Pinnacle Promissory Notes to, among other things, extend the maturity date of each of the Pinnacle Promissory Notes to December 1, 2023. The obligations are subject to restructuring upon the resolution of indemnity claims. In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. IHC Real Estate LP Loan On June 26, 2023, the Company acquired the minority interest in IHC Real Estate LP and in connection therewith, the Company entered into a promissory note in the amount of $ 7,500 . The promissory note bears interest at a rate of 15 % and matured on January 15, 2024 . On June 28, 2023 and July 31, 2023, the Company made a payment of $ 1,500 and $ 1,000 , respectively. On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a payment of $ 5,000 . Bay City Promissory Note On October 30, 2023, the Company entered into a promissory note in the amount of $ 1,430 . The promissory note bears interest at a rate of 13 %. Commencing on November 30, 2023 until its maturity date of July 30, 2024 , the Company is required to make a monthly payment of principal and interest. Maturities of loans payable Stated maturities of loans payable over the next five years are as follows: December 31, 2023 2024 $ 141,946 2025 7,942 2026 11,082 2027 44,483 2028 1,000 Thereafter - Total principal payments $ 206,453 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases Amounts recognized in the Consolidated Balance Sheets were as follows: December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 43,440 $ 29,451 Operating lease liability classified as current 1,244 1,857 Operating lease liability classified as non-current 45,384 31,545 Total operating lease liabilities $ 46,628 $ 33,402 Finance leases: Property and equipment, net $ 2,112 $ 6,673 Lease obligations under finance leases classified as current 2,030 521 Lease obligations under finance leases classified as non-current 407 6,713 Total finance lease obligations $ 2,437 $ 7,234 The Company recognized operating lease expense of $ 6,098 ($ 558 included in cost of sales), $ 5,028 ($ 723 included in cost of sales), and $ 3,986 ($ 273 included in cost of sales) for the years ended December 31, 2023, 2022 and 2021, respectively. Other information related to operating leases consisted of the following: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.5 12.8 Finance leases 1.2 6.8 Weighted-average discount rate Operating leases 11.43 % 10.69 % Finance leases 9.47 % 9.89 % Supplemental cash flow information related to leases were as follows: December 31, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 6,264 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 16,603 3,097 Cash paid for amounts included in measurement of finance lease liabilities 153 220 Assets under finance leases obtained in exchange for finance lease obligations — 6,913 Undiscounted lease obligations as of December 31, 2023 are as follows: Operating Finance Total 2024 7,376 2,130 $ 9,506 2025 7,398 132 7,530 2026 7,158 134 7,292 2027 7,014 136 7,150 2028 6,852 80 6,932 Thereafter 56,207 1 56,208 Total lease payments 92,005 2,613 94,618 Less: interest ( 45,377 ) ( 176 ) ( 45,553 ) Total lease liabilities $ 46,628 $ 2,437 $ 49,065 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 the lessor. Under ASC 842, Leases , 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. During the third fiscal quarter of 2023, five out of the six agreements were amended to remove the purchase option which qualified the transactions as a sale. As a result, the Company derecognized underlying assets of $ 8,725 and its related financial obligations in the amount of $ 10,528 , resulting in a gain of $ 1,803 . The Company concurrently recognized an operating right of use asset and operating lease liability of $ 10,518 for the five dispensaries. During the fourth quarter of 2023, the Company issued a promissory note to buy back the remaining property for $ 1,430 (Refer Note 10). As a result, the Company derecognized the financial obligation in the amount of $ 983 , recognizing $ 447 of adjustment to accretion expense in accordance with ASC 842, Leases . |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 12. Convertible debt In June and August 2023, the Company closed the private placements of a total of 10,355 senior unsecured convertible debentures at a price of $ 1,000 per debenture for total gross proceeds of $ 10,355 . Unless repaid or converted earlier, the outstanding principal and accrued and unpaid interest on the debentures will be due and payable 36 months following the closing of the debenture offering (the “Debenture Maturity Date”). Each debenture bears interest at a rate of 9.9 % per annum from the date of issuance, calculated and compounded semi-annually, and payable on the Debenture Maturity Date. Each holder has the option to elect to receive up to 4.95 % per annum of such interest payable in cash on a semi-annual basis. Each debenture is convertible into Common Shares, at the option of the holder, at any time or times prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $ 2.01 . Holders converting their debentures will receive accrued and unpaid interest for the period from and including the date of the last interest payment date, to and including, the date of conversion. In accordance with ASC 815, Derivatives and Hedging , the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. It was recorded at fair value, using the Black-Scholes Model (Note 23). The proceeds are allocated first to the conversion option based on its fair value of $ 3,600 , and the residual was allocated to the host instrument and recorded as convertible debt at a residual value of $ 6,755 . The following table summarizes the convertible debt activity for the year-ended December 31, 2023: Balance at December 31, 2022 $ - Convertible debt proceeds, net of transaction costs 10,098 Allocation to conversion option ( 3,600 ) Interest and accretion 768 Ending carrying amount at December 31, 2023 $ 7,266 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | 13. Shareholders’ equity The Company is authorized to issue an unlimited number of Common Shares, an unlimited number of Proportionate Voting Shares, an unlimited number of Exchangeable Shares, and an unlimited number of Preferred Shares, issuable in series. The Board has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each class of the Company’s capital stock. Unlimited Number of Preferred Shares The Board has authorized the Company to issue an unlimited number of Series A, Series B, Series C and Series D Preferred Shares. The Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, rank on parity with the Preferred Shares of every other series, and will be entitled to preference over the Proportionate Voting Shares, Common Shares and Exchangeable Shares. Voting Rights Holders of Preferred Shares are not entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of the Company. Dividends Holders of Preferred Shares are not entitled to receive any dividends, except that if the Company issues a dividend when necessary to comply with contractual provisions in respect of an adjustment to the conversion ratio in connection with any dividend paid on the Common Shares. Conversion Rights Holders of Preferred Shares are entitled to convert each outstanding Preferred Share into 1,000 Common Shares of the Company (or the economic equivalent in Proportionate Voting Shares for U.S. investors) at the option of the holder, subject to customary anti-dilution provisions. The Preferred Shares will be automatically converted into Proportionate Voting Shares at the then-effective conversion ratio, instead of being redeemed for cash and other assets, in the event of a change in control. Redemption Rights The Company classified the Preferred Shares as permanent equity in the financial statements given that the terms do not obligate the Company to buy back the shares of Preferred Shares in exchange for cash or other assets, nor do the shares represent an obligation that must or may be settled with a variable number of shares, which are debt-like features. No other redemption provisions exist within the terms of the instrument. Liquidation Preference In the event of liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, or upon any other return of capital or distribution of the assets of the Company among its shareholders, in each case for the purposes of winding up its affairs, each Preferred Share entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution or payment may be made to a holder of any Common Shares, Proportionate Voting Shares, Exchangeable Shares or any other shares ranking junior in such liquidation, dissolution, or winding up to the Preferred Shares, an amount per Preferred Share equal to the fair market value of the consideration paid for such Preferred Share upon issuance. The Company’s Series A, Series B, Series C and Series D Preferred Shares have a liquidation preference that is initially equal to $ 2,000 , $ 2,000 , $ 3,000 and $ 3,000 , respectively, per Preferred Share; provided that if the Company makes a distribution to holders of all or substantially all of the respective series of Preferred Shares, or if the Company effects a share split or share consolidation of the respective series of Preferred Shares, then the liquidation preference will then be adjusted on the effective date of such event by a rate computed as (i) the number of respective series of Preferred Shares outstanding immediately before giving effect to such event divided by (ii) the number of respective series of Preferred Shares outstanding immediately after such event. After payment to the holders of the Preferred Shares of the full liquidation preference to which they are entitled in respect of outstanding Preferred Shares (which, for greater certainty), have not been converted prior to such payment), such Preferred Shares will have no further right or claim to any of the assets of the Company. The liquidation preference will be payable to holders of Preferred Shares in cash; provided, however, that to the extent the Company has, having exercised commercially reasonable efforts to make such payment, insufficient cash available to pay the liquidation preference in full in cash, the portion of the Liquidation Preference with respect to which the Company has insufficient cash may be paid in property or other assets of the Company. The value of any property or assets not consisting of cash that is distributed by the Company in satisfaction of any portion of the liquidation preference will equal the fair market value on the date of distribution. As of December 31, 2023, the Convertible Preferred Series A and B Shares had an aggregate liquidation value o f $ 25,900 , or $ 2,000 per share. Unlimited Number of Proportionate Voting Shares Holders of Proportionate Voting Shares are entitled to receive, as and when declared by the Board, dividends in cash or property of the Company. No dividend may be declared on the Proportionate Voting Shares unless the Company simultaneously declares dividends on the Common Shares in an amount equal to the dividend declared per Proportionate Voting Share divided by 1,000. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Proportionate Voting Shares are entitled to participate pari passu with the holders of Common Shares in an amount equal to the amount of such distribution per Common Share multiplied by 1,000. Holders of Proportionate Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or other securities of the Company. There may be no subdivision or consolidation of the Proportionate Voting Shares unless, simultaneously, the Common Shares and Exchangeable Shares are subdivided or consolidated using the same divisor or multiplier. Proportionate Voting Shares carry 1,000 votes per share. Unlimited Number of Exchangeable Shares Voting Rights Holders of Exchangeable Shares will not be entitled to receive notice of, attend or vote at meetings of the shareholders of the Company; provided that the holders of Exchangeable Shares will, however, be entitled to receive notice of meetings of shareholders called for the purpose of authorizing the dissolution of the Company or the sale of its assets, or a substantial part thereof, but holders of Exchangeable Shares will not be entitled to vote at such meeting of the shareholders of the Company. Dividends Holders of Exchangeable Shares will not be entitled to receive any dividends. Dissolution In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, holders of Exchangeable Shares will not be entitled to receive any amount, property or assets of the Company. Exchange Rights Each issued and outstanding Exchangeable Share may at any time following the exchange start date applicable to the holder of such Exchangeable Share, at the option of the holder and subject to any restrictions or limitations, be exchanged for one Common Share. Unlimited Number of Common Shares Voting Rights Holders of Common Shares are entitled to receive notice of, and to attend, all meetings of the shareholders of the Company and shall have one vote per each Common Share held at all meetings of the Company, except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series. Dividend Rights Holders of Common Shares are entitled to receive, subject to the rights of the holder of any other class of shares, any dividends declared by the Company. If, as and when dividends are declared by the directors, each Common Share will be entitled to 0.001 times the amount paid or distributed per Proportionate Voting Share (or, if a stock dividend is declared, each Common Share will be entitled to receive the same number of Common Shares per Common Share of Proportionate Voting Shares entitled to be received per Proportionate Voting Share). Dissolution In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Common Shares will, subject to the rights of any other class of shares, be entitled to receive the remaining property of the Company on the basis that each Common Share will be entitled to 0.001 times the amount distributed per Proportionate Voting Share, but otherwise there is no preference or distinction among or between the Proportionate Voting Shares and the Common Shares. Conversion Rights Each issued and outstanding Common Share may at any time, at the option of the holder, be converted into 0.001 of a Proportionate Voting Share. Description of Transactions: Common Shares (Private Placements) In June 2023, concurrently with convertible debenture placements (Note 12), the Company closed three tranches of private placements and issued 6,580,677 equity units at a price of $ 1.50 per unit for total proceeds of $ 9,476 , net of share issuance costs of $ 395 (the "Private Placements"). Each equity unit is comprised of one Common Share and one-half of one Common Share purchase warrant. Each warrant entitles the holder to acquire one Common Share at a price of $ 1.95 per common share for a period of 24 months following the date of issuance. Detachable warrants issued in a bundled transaction are accounted for separately. Under ASC 815, Derivatives and Hedging , the detachable warrants meet the definition of derivative because the exercise price is denominated in a currency that is different from the functional currency of the Company. It was recorded at a fair value of $ 2,216 , using the Black-Scholes Model. The proceeds are allocated first to the warrants based on their fair value, and the residual of $ 7,655 was allocated to the equity (Note 23). As of December 31, 2023, the warrants were revalued at $ 1,830, and for the year ended December 31, 2023, a gain of $ 386 was recorded in (Gain) loss on fair value of warrants and purchase option derivative asset on the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). On January 28, 2021, the Company completed a private placement and issued 18,115,656 Common Shares at a price of $ 9.64 per Common Share for total proceeds of $ 173,477 , net of share issuance costs of $ 1,643 . 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, 2020 40,504,098 18,363,691 $ 3.80 5.34 Exercised ( 9,508,625 ) 2.60 Outstanding, December 31, 2021 30,995,473 8,855,066 $ 4.20 5.66 Replacement warrants granted on acquisition of Gage 282,023 6.47 Exercised ( 7,989,436 ) 2.50 Expired ( 47,730 ) 3.61 Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Granted 435,212 435,212 1.81 2.50 Expired ( 345,000 ) ( 345,000 ) 3.14 — Outstanding, December 31, 2023 23,330,542 818,927 $ 4.56 8.74 On December 9, 2022, the Company entered into an arrangement with Canopy USA, LLC ("Canopy USA") and certain of its subsidiaries to convert CAD$ 125,500 in aggregate loans plus accrued interest in exchange for 24,601,467 Exchangeable Shares at a notional price of CAD$ 5.10 per Exchangeable Share and 22,474,130 new Common Share purchase warrants (the "New Warrants") to acquire Common Shares at a weighted average exercise price of CAD$ 6.07 per Common Share. In addition, the Company, TerrAscend Canada and Arise Bioscience, Inc. (collectively, "TerrAscend Entities") and Canopy USA, Canopy USA I Limited Partnership ("Canopy USA LP I") and Canopy USA III Limited Partnership ("Canopy USA LP III") entered into a debt settlement agreement (the "Debt Settlement Agreement"), pursuant to which the TerrAscend Entities are required to deliver to Canopy USA LP I and Canopy USA LP III an aggregate of 24,601,467 Exchangeable Shares and New Warrants with exercise prices ranging from CAD$ 3.74 to CAD$ 17.19 as consideration for extinguishing the debt obligations, including all principal and interest on the amounts outstanding thereunder. All of the New Warrants expire on December 31, 2032 . Additionally, all of the existing warrants held by Canopy USA LP I and Canopy USA LP III, consisting of 22,474,130 warrants (the "Prior Warrants") originally issued to Canopy Growth Corporation and RIV Capital Inc. (previously Canopy Rivers Corporation) between 2019 and 2020 were canceled. The Exchangeable Shares can be converted to Common Shares at Canopy USA LP I and Canopy USA LP III's option, subject to certain conditions. The fair value of the New Warrants was determined using the Black-Scholes Model using the following inputs and assumptions: December 9, 2022 Volatility 78.98 % Risk-free interest rate 2.87 % Expected life (years) 10.06 Dividend yield 0 % Pursuant to the terms of the Gage Acquisition, each holder of a warrant to purchase subordinate voting shares of Gage (a "Gage Warrant") was replaced with a warrant to purchase Common Shares (a "Replacement Warrant") on the basis of 0.3001 of a Replacement Warrant for each Gage Warrant held. Each Replacement Warrant is exercisable into Common Shares at an exercise price ranging from $ 3.83 to $ 7.00 . The Replacement Warrants expire at various dates from October 6, 2022 to July 2, 2025 . Refer to Note 5 for the determination of fair value of Replacement Warrants acquired. The following is a summary of the outstanding 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, 2021 — — $ — — Granted 7,129,517 — $ — — Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Granted 3,590,334 — 1.95 1.48 Expired ( 7,129,517 ) ( 7,129,517 ) Outstanding, December 31, 2023 3,590,334 — $ 1.95 1.48 The following is a summary of the outstanding warrants for Proportionate Voting Shares. These warrants are exercisable for 0.001 of a Proportionate Voting Share. The Proportionate Voting Shares are exchangeable into Common Shares on a basis of 1,000 Common Shares per Proportionate Voting Share. Number of Proportionate Share Warrants Outstanding Number of Proportionate Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2020 8,590,908 8,590,908 $ 5.66 1.64 Granted — Exercised — Outstanding, December 31, 2021 8,590,908 8,590,908 $ 5.69 0.64 Expired ( 8,590,908 ) Outstanding, December 31, 2022 — — N/A N/A The expiration of the warrants for Proportionate Voting Shares resulted in an increase to additional paid in capital and a decrease to the accumulated deficit in the Consolidated Balance Sheets. The following is a summary of the outstanding warrants for Preferred Shares. 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, 2020 18,024 18,024 $ 3,000 2.39 Granted — Exercised ( 1,968 ) Outstanding, December 31, 2021 16,056 16,056 $ 3,000 1.39 Exercised ( 950 ) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Expired ( 15,106 ) ( 15,106 ) 3,000 — Outstanding, December 31, 2023 — — $ — — |
Share-based Compensation Plans
Share-based Compensation Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | 14. Share-based compensation plans Share-based payments expense Total share-based payments expense was as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Stock options $ 4,424 $ 9,485 $ 13,988 Restricted share units 3,283 2,677 $ 954 Total share-based payments $ 7,707 $ 12,162 $ 14,942 As of December 31, 2023, the total unrecognized compensation cost related to nonvested stock options was $ 20,427 . The weighted average period over which it is expected to be recognized i s 8.40 years for options. Stock Options The Company’s 15 % rolling Stock Option Plan was originally adopted and approved by the Board effective March 8, 2017. The Stock Option Plan governs the grant, administration and exercise of options to purchase Common Shares, which may be granted to employees, directors or consultants ("Eligible Persons") of the Company. The number of Common Shares reserved for issuance to any one person under an option granted pursuant to the Stock Option Plan, when combined with the number of Common Shares reserved for issuance under all awards granted within the one-year period prior to the date of grant under all other share compensation plans, including the Stock Option Plan and the Company’s share unit plan (the “RSU Plan”), may not exceed 5 % of the issued and outstanding Common Shares at the date of grant on a non-diluted basis, unless the Company has obtained disinterested shareholder approval. Options to purchase Common Shares granted under the Stock Option Plan will have an exercise price not less than the “fair market value” of a Common Share on the date of grant, being the five-day volume weighted average price of the Common Shares based on the date of grant of the option. The exercise price, term and vesting of options to purchase Common Shares shall otherwise be as approved by the Board. Unless otherwise determined by the Board, options to purchase Common Shares typically vest and become exercisable at a rate of 25 % on each of the first four anniversary dates from the date of grant. The options to purchase Common Shares outstanding noted below consist of service-based options granted to employees, the majority of which vest over a one to four-year period and have a five to ten-year contractual term. Th ese awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The following table summarizes the stock option activity: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Outstanding, December 31, 2020 17,363,348 3.96 $ 3.49 $ 112,675 Granted 3,905,000 10.11 Exercised ( 1,376,496 ) 3.97 Forfeited (1) ( 6,838,347 ) 4.46 Expired ( 198,986 ) 5.95 Outstanding, December 31, 2021 12,854,519 4.84 $ 4.85 $ 27,557 Granted 7,058,840 3.69 Replacement options granted on acquisition of Gage 4,940,364 2.99 Exercised ( 778,245 ) 0.62 Forfeited (1) ( 3,397,021 ) 5.96 Expired ( 567,211 ) 7.14 Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 Granted 2,191,627 — 1.69 — Exercised ( 416,852 ) — 0.23 — Forfeited ( 3,478,453 ) — 4.45 — Expired ( 2,129,188 ) — 3.85 — Outstanding, December 31, 2023 16,278,380 4.74 $ 3.35 658 Exercisable, December 31, 2023 10,944,709 2.95 $ 3.42 269 Nonvested, December 31, 2023 5,333,671 8.40 $ 3.21 $ 389 (1) For stock options forfeited, represent 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 at the end of the period and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on December 31, 2023, 2022, and 2021, respectively. The total pre-tax intrinsic value (the difference between the market price of the Common Shares on the exercise date and the price paid by the options to exercise the option) related to stock options exercised is presented below: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Exercised $ 558 $ 1,355 $ 6,667 Pursuant to the terms of t he Gage Acquisition, each holder of a stock option to purchase subordinate voting shares of Gage (a "Gage Option") was replaced with an option to purchase Common Shares (a "Replacement Option") on the basis of 0.3001 of a Replacement Option for each Gage Option held. The Company issued 4,940,364 Replacement Options in connection with the Gage Acquisition. The Replacement Options vest over a one to three year period. The fair value of the Replacement Options is estimated using the Black-Scholes Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Volatility 77.79 % - 80.16 % 77.55 % - 77.89 % 79.05 % - 81.51 % Risk-free interest rate 2.85 % - 4.26 % 1.63 % - 3.51 % 0.90 % - 1.72 % Expected life (years) 9.78 - 10.01 9.62 - 10.01 4.57 - 10.05 Dividend yield 0.00 % 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % 23.21 % - 27.73 % Volatility was estimated by using the historical volatility of the Company. 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 U.S. 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 years ended December 31, 2023, 2022, and 2021, was $ 5,552 , $ 8,352 , and $ 14,840 , respectively. Restricted Share Units The Company’s RSU Plan was approved by the Board effective November 19, 2019. The RSU Plan governs the grant, administration and release of share units ("RSUs") which may be granted to Eligible Persons of the Company. Pursuant to the RSU Plan, the number of Common Shares that may be reserved for issuance under the RSU Plan and under any other share compensation plans of the Company, including the Stock Option Plan, may not exceed (in the aggregate) 10 % of the outstanding Common Shares on the date of grant on a non-diluted basis. The Company is required, at all times during the term of the RSU Plan, to reserve and keep available the number of Common Shares necessary to satisfy the requirements of the RSU Plan. The following table summarizes the activities for the RSUs: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2020 122,311 33,733 N/A Granted 174,408 — Vested ( 40,665 ) — Forfeited ( 63,883 ) — Outstanding, December 31, 2021 192,171 13,294 N/A Granted 1,176,397 — Vested ( 669,478 ) — Forfeited ( 283,450 ) — Outstanding, December 31, 2022 415,640 13,050 N/A Granted 2,387,275 — — Vested ( 1,596,814 ) — — Forfeited ( 127,517 ) — — Outstanding, December 31, 2023 1,078,584 — N/A Of the RSUs granted during the year ended December 31, 2023, 602,183 vested on the grant date and the rest will vest over a six month to four year term. Of the RSUs granted during the year ended December 31, 2022, 106,840 v ested on the grant date and the remainder will vest over a six month to four year term. As of December 31, 2023, there was $ 2,475 of total unrecognized compensation cost related to unvested RSUs. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 15. Non-controlling interest Non-controlling interest consists mainly of TerrAscend's minority ownership interest in TerrAscend's New Jersey operations. On June 26, 2023, the Company reduced its non-controlling interest through a buyout of the minority interest in IHC Real Estate LP (Note 10). The transaction was accounted for as an equity transaction. The carrying amount of the non-controlling interest was adjusted by $ 1,323 to reflect the change in the net book value ownership interest. The difference from the consideration paid of $ 7,500 is recognized in additional paid in capital and attributed to the parent's equity holders. The following table summarizes the non-controlling interest activity for the years ended: December 31, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 11,622 ) ( 7,550 ) Acquisition of non-controlling interest ( 1,323 ) — Net income attributable to non-controlling interest 8,815 4,557 Ending carrying amount $ ( 1,756 ) $ 2,374 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 16. Related parties The 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 10), which makes up $ 159 and $ 250 of the total loan principal balance at December 31, 2023 and December 31, 2022, respectively. (b) Private Placements : The Private Placements constitute a related party transaction because related persons, which consisted of key management and directors of the Company participated in the transaction. The Company’s Executive Chairman, participated, directly and indirectly, in the equity offering and acquired 800,002 Units for gross proceeds of $ 1,200 . In total, the related persons acquired, in the aggregate, 2,000 Debentures and 825,734 Units in connection with the Private Placements for aggregate gross proceeds of $ 3,239 . (c) Shareholders' Equity : Pursuant to the Gage Acquisition for the year ended December 31, 2023, Jason Wild, Chairman of TerrAscend, and his respective affiliates received 10,467,229 of the Company's Common Shares in exchange for their Gage subordinate voting shares that were owned, held, controlled or directed, directly or indirectly, by Mr. Wild and his respective affiliates and 7,129,517 of the Company's warrants in exchange for their Gage warrants that were owned, held, controlled or directed, directly or indirectly, by Mr. Wild and his respective affiliates. The value of the interests of funds controlled directly or indirectly by Mr. Wild in the transaction in respect of the common shares was $ 51,614 , less a restriction discount of $ 10,323 (refer to Note 5), in addition to the Company warrants issued in replacement of Gage warrants, at the implied consideration of $ 0.95 per TerrAscend warrant. Richard Mavrinac, a former director of the Company, received 40,213 Common Shares in exchange for his Gage subordinate voting shares that were owned, held, controlled or directed, directly or indirectly, by Mr. Mavrinac and also received 6,683 Common Shares in exchange for his Gage restricted stock units that were owned, held, controlled or directed, directly or indirectly by Mr. Mavrinac. The value of Mr. Mavrinac's interest in the transaction was $ 234 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income taxes The domestic and foreign components of (loss) income from continuing operations before provision for income taxes are as follows: For the years ended December 31, 2023 December 31, 2022 December 31, 2021 Domestic ( 45,490 ) ( 337,019 ) 15,513 Foreign ( 13,343 ) 26,834 29,017 Income (loss) before income taxes $ ( 58,833 ) $ ( 310,185 ) $ 44,530 The provision for income taxes consists of: For the years ended December 31, 2023 December 31, 2022 December 31, 2021 Current: Federal 30,727 21,692 21,522 State 11,279 2,718 8,600 Foreign 62 106 — Total Current $ 42,068 $ 24,516 $ 30,122 Deferred: Federal ( 13,363 ) ( 29,297 ) ( 1,353 ) State ( 5,271 ) ( 6,002 ) 108 Foreign 19 — — Total Deferred $ ( 18,615 ) $ ( 35,299 ) $ ( 1,245 ) Total Income Tax Provision $ 23,453 $ ( 10,783 ) $ 28,877 The following table reconciles the expected statutory federal income tax to the actual income tax provision: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Net (loss) income before taxes $ ( 58,833 ) $ ( 310,185 ) Expected income benefit at statutory tax rate ( 12,355 ) 21.0 % ( 65,139 ) 21.0 % IRC 280E adjustment 31,960 - 54.3 % 28,607 - 9.2 % Return to provision true-up 5,342 - 9.1 % ( 7,359 ) 2.4 % Impairment of goodwill and intangible assets 985 - 1.7 % 35,775 - 11.5 % Changes in unrecognized tax benefits 3,041 - 5.2 % 10,662 - 3.4 % Extinguishment of debt 173 - 0.3 % ( 8,239 ) 2.7 % Canada income taxes at different statutory rates ( 413 ) 0.7 % ( 2,511 ) 0.8 % Share based compensation 1,619 - 2.8 % 2,554 - 0.8 % Changes in valuation allowance 155 - 0.3 % 19,146 - 6.2 % U.S. state income taxes ( 2,218 ) 3.8 % ( 7,067 ) 2.3 % Revaluation of equity/warrants ( 68 ) 0.1 % ( 12,290 ) 4.0 % Revaluation of contingent consideration ( 136 ) 0.2 % ( 223 ) 0.1 % Other ( 4,632 ) 7.9 % ( 4,699 ) 1.5 % Actual income tax provision $ 23,453 - 39.9 % $ ( 10,783 ) 3.5 % As the operations of the Company are predominantly U.S. based, the Company has prepared the tax rate table using the U.S. Federal tax rate of 21.0 %. The following table presents a reconciliation of unrecognized tax benefits: December 31, 2023 December 31, 2022 Balance at beginning of year $ 18,883 $ 9,318 Increases based on tax positions related to current periods 37,337 2,872 Increase (decrease) based on tax positions related to prior periods 30,250 8,655 Decreases related to settlements with taxing authorities ( 1,985 ) ( 1,962 ) Balance at end of year $ 84,485 $ 18,883 Interest and penalties related to unrecognized tax benefits are recorded as components of the provision for income taxes. The Company had $ 3,100 and $ 2,170 of interest and penalties accrued at December 31, 2023 and December 31, 2022, respectively. The increase in uncertain tax positions is primarily due to legal interpretations that challenge the Company's tax liability under Section 280E of the Code (“280E Tax Position”). As a result, the Company has reclassified approximately $ 61,812 its liability from current liability to noncurrent and included in liability on uncertain tax position and other long term liabilities on the Consolidated Balance Sheets. As a result, effective December 31, 2023, the Company changed estimates in the income tax provision, resulting in a new uncertain tax position of $ 84,485 . The Company believes that it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months due to its 280E Tax Position. The Company's unrecognized tax benefits, inclusive of accruals for income tax related penalties and interest, include $ 77,084 and $ 13,223 of tax positions as of December 31, 2023 and December 31, 2022, respectively, that would affect the effective tax rate recognized. The unrecognized tax benefits are included in liability on uncertain tax position and other long term liabilities on the Consolidated Balance Sheets. The unrecognized tax benefits also consist of other tax accounts, which are primarily deferred taxes, include $ 9,429 and $ 6,758 as of December 31, 2023 and December 31, 2022, respectively. The principal component of deferred taxes are as follows: December 31, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 50,440 $ 42,022 Reserves 286 2,837 Share issuance costs 1,039 — Property and equipment — 4,689 Intangible assets 5,267 3,768 Other 13,402 8,700 Total deferred tax assets 70,434 62,016 Valuation allowance ( 62,608 ) ( 61,274 ) Net deferred tax assets $ 7,826 $ 742 Deferred tax liabilities Intangible assets $ ( 24,949 ) $ ( 31,442 ) Property and equipment ( 52 ) — Total deferred tax liabilities $ ( 25,001 ) $ ( 31,442 ) Net deferred tax liabilities $ ( 17,175 ) $ ( 30,700 ) The Company assesses available positive and negative evidence to estimate if it is more likely than not to use certain jurisdiction-based deferred tax assets including net operating loss carryovers. On the basis of this assessment, the Company continues to maintain a valuation allowance on certain deferred tax assets for the year ended December 31, 2023. As of December 31, 2023 , the Company had $ 155,436 of Canadian net operating loss carryovers that expire at different times, the earliest of which is 2035 for $ 547 . As of December 31, 2023 , the Company had $ 21,473 of domestic federal net operating loss carryovers with no expiration date. As of December 31, 2023, the Company had various state net operating loss carryovers that expire at different times. The statute of limitations with respect to our federal returns remains open for tax years 2020 and forward. Certain acquired subsidiaries are under IRS audit for tax years ended September 30, 2014 and September 30, 2015, in which upon acquisition, the seller set aside cash in an escrow account to be used on future tax indemnifications. As of December 31, 2023 , the Company recorded an indemnification asset of $ 91 . Over the next twelve months, the Company believes it is reasonably possible that various statutes of limitation will expire which would have the effect of reducing the balance of unrecognized tax benefits by $ 4,637 . As the Company operates in the cannabis industry, it is subject to the limitations of Section 280E of the Code, under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under Section 280E of the Code. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. Related to its 280E Tax Position, the Company has begun the process of amending its 2020, 2021 and 2022 tax returns to reduce the income tax paid, which is reflected as an unrecognized tax benefit. The Company’s tax returns remain subject to examination by the US Federal, US State and non US taxing authorities for years ending December 31, 2019 and forward. |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expenses | 18. General and administrative expenses The Company’s general and administrative expenses were as follows: December 31, 2023 December 31, 2022 December 31, 2021 Office and general $ 15,748 $ 26,000 $ 10,091 Professional fees 13,119 12,942 12,041 Lease expense 6,441 5,302 4,523 Facility and maintenance 5,180 4,050 1,396 Salaries and wages 57,336 44,814 30,256 Share-based compensation 7,707 12,162 14,942 Sales and marketing 9,658 10,318 1,858 Total $ 115,189 $ 115,588 $ 75,107 |
Revenue, Net
Revenue, Net | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Net | 19. Revenue, net The Company’s disaggregated revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Retail $ 239,957 $ 184,019 87,119 Wholesale 77,371 63,810 $ 107,091 Total $ 317,328 $ 247,829 $ 194,210 For the years ended December 31, 2023, 2022, and 2021 , 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 6), the Company recorded sales returns of $ 1,040 during the year ended December 31, 2022. |
Finance and Other Expenses
Finance and Other Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Finance And Other Expenses [Abstract] | |
Finance and Other Expenses | 20. Finance and other expense Finance and other expenses were as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Interest and accretion $ 35,106 $ 39,059 $ 24,989 Indemnification asset release — 3,973 4,504 Forgiveness of principal and interest on loans — — ( 1,414 ) Employee retention credits and transfer fee 2,236 ( 9,440 ) — Debt modification fees — 2,507 — Other income ( 301 ) ( 206 ) ( 230 ) Total $ 37,041 $ 35,893 $ 27,849 The indemnification asset release is the reduction of the indemnification asset related to the expiration of the escrow agreement related to the acquisition of The Apothecarium. The debt modification fees relate to amounts paid to modify the Gage Amended Term Loan which did not meet the criteria to capitalize under ASC 470, Debt . Refer to Note 4, for further explanation about employee retention credits transfer with recourse. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geography Information | 21. 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, which is the cultivation, production and sale of cannabis products. Geography The Company has subsidiaries located in Canada and the United States. For each of the twelve months ended December 31, 2023 and 2022, net revenue was primarily generated from sales in the United States. As a result of the Reorganization (Note 3), the Company consolidated its retail location in Canada and generated $ 925 for the twelve months ended December 31, 2023. The Company had non-current assets by geography of: December 31, 2023 December 31, 2022 United States $ 562,854 $ 577,750 Canada 775 1,844 Total $ 563,629 $ 579,594 |
Capital Management
Capital Management | 12 Months Ended |
Dec. 31, 2023 | |
Capital Management [Abstract] | |
Capital Management | 22. 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 13, debt modifications are outlined in Note 10, and debt financings are outlined in Note 12. The Company is subject to financial covenants as a result of its loans payable with various lenders. The Company was in compliance with its debt covenants as of December 31, 2023. In the event that, in future periods, the Company’s financial results are below levels required to maintain compliance with any of its covenants, the Company will assess and undertake appropriate corrective initiatives with a view to allowing it to continue to comply with its covenants. Other than these items related to loans payable, the Company is not subject to externally imposed capital requirements. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 23. Financial instruments and risk management Assets and liabilities measured at fair value Financial instruments recorded at fair value are estimated by applying a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy is summarized as follows: Level 1- quoted prices (unadjusted) in active markets for identical assets and liabilities Level 2- inputs other than quoted prices that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data Level 3- inputs for assets and liabilities not based upon observable market data The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At December 31, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 22,241 — — $ 26,158 — — Restricted cash 3,106 — — 605 — — Purchase option derivative asset — — — — — 50 Total Assets $ 25,347 — — $ 26,763 — $ 50 Liabilities Contingent consideration payable — 2,012 4,434 — — 5,184 Derivative liability — 5,162 — — 711 — Total Liabilities $ - $ 7,174 $ 4,434 $ - $ 711 $ 5,184 There were no transfers between the levels of fair value hierarchy during the years ended December 31, 2023 or December 31, 2022. The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 1, Level 2 and Level 3 of the fair value hierarchy are presented below. Level 1 Cash, cash equivalents, and restricted cash, net accounts receivable, accounts payable and accrued liabilities, 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 The Company's derivative liability consists of a detachable warrant liability issued through the private placement (Note 13) and a conversion option related to the convertible debenture offering (Note 12). The following table summarizes the changes in the derivative liability: Balance at December 31, 2021 $ 54,986 Addition on acquisition 6,756 Fair value gain on revaluation of warrants ( 59,341 ) Exercises ( 1,690 ) Balance at December 31, 2022 $ 711 Conversion option issued in 2023 private placement 3,600 Detachable warrants issued in 2023 private placement 2,216 Fair value gain on revaluation of warrants and conversion option ( 1,372 ) Effects of movements in foreign exchange 7 Balance at December 31, 2023 $ 5,162 The warrant liability is remeasured each period using the Black-Scholes Model. The Company recognized a gain on fair value of warrants of $ 1,372 , $ 59,341 , and $ 58,158 for the year ended December 31, 2023 , 2022, and 2021, respectively. The Gage warrant liability was remeasured to fair value at December 31, 2022 and expired during the fourth quarter of 2023. Series A, B, C, and D convertible preferred stock issued through its 2020 private placements expired during the second quarter of 2023. Detachable Warrants The detachable warrants issued as a part of the June 2023 private placement (Note 13) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.65 - $ 1.81 Option exercise price $ 1.95 $ 1.95 Annual volatility 74.7 % 71.0 % - 71.1 % Annual risk-free rate 4.2 % 4.58 % - 4.66 % Expected term (in years) 1.48 1.98 - 2.00 Bifurcated conversion options T he conversion option issued as a part of the June 2023 private placement (Note 12) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.65 - $ 1.81 Option exercise price $ 2.01 $ 2.01 Annual volatility 70.1 % 68.2 % - 68.3 % Annual risk-free rate 4.2 % 4.13 % - 4.25 % Expected term (in years) 2.48 2.98 - 3.00 The conversion option issued as a part of the August 2023 private placement (Note 12) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 August 2, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.41 Option exercise price $ 2.01 $ 2.01 Annual volatility 70.1 % 68.1 % Annual risk-free rate 4.2 % 4.4 % Expected term (in years) 2.59 3.00 Level 3 The purchase option derivative asset expired during the second quarter of 2023. Contingent Consideration Payable The fair value of the Peninsula Contingent Consideration was calculated using the Black-Scholes Model. Key inputs and assumptions were as follows: December 31, 2023 June 28, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.75 Option exercise price $ 1.65 $ 1.65 Annual volatility 63.3 % 73.3 % Annual risk-free rate 4.73 % 4.88 % Expected term (in years) 0.99 1.50 As a result of the revaluation, the Company recognized a gain on revaluation of contingent consideration of $ 645 for the years ended December 31,2023. Risk Management The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below: (a) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable, net. The Company assesses the credit risk of trade receivables by evaluating the aging of trade receivables based on the invoice date. The carrying amounts of trade receivables are reduced through the use of an allowance account and the amount of the loss is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). When a trade receivable balance is considered uncollectible, it is written off against the allowance for expected credit losses. Subsequent recoveries of amounts previously written off are credited against operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) . The Company regularly monitors credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. The Company had no customers whose balance is greater than 10% of total trade receivables as of December 31, 2023. (b) Liquidity risk The Company is exposed to liquidity risk, or the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk through ongoing review of its capital requirements. The Company’s objective with respect to its capital management is to ensure it has sufficient cash resources to maintain its ongoing operations. (c) Market Risk The significant market risk exposures to which the Company is exposed are foreign currency risk and interest rate risk. i) Foreign currency risk: Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and U.S. dollar and other foreign currencies will affect the Company’s operations and financial results. The Company holds cash and cash equivalents in currencies other than their functional currency. The Company does not currently engage in currency hedging activities to limit the risks of currency fluctuations. Consequently, fluctuations in foreign currencies could have a negative impact on the profitability of the Company's operations. However, as of the year ended December 31, 2023, a 10 % change in the value of the U.S. dollar compared to the Canadian dollar would not result in a material impact on unrealized foreign exchange for the Company. ii) Interest rate risk: Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company's policy is to invest excess cash at floating rates of interest in cash equivalents, in order to maintain liquidity, while achieving a satisfactory return. Fluctuations in interest rates impact the value of cash equivalents. The Company’s investments in guaranteed investment certificates bear a fixed rate and are cashable at any time prior to maturity date. The Company does not have significant cash equivalents for the year ended December 31, 2023. The Chicago Atlantic Term Loan, Pelorus Term Loan, and Stearns Loan, have variable interest rates that are tied to the U.S. "prime rate" and SOFR. At December 31, 2023 , a 10 % change to each of the interest rates would result in a change to interest expense of $ 1,272 . The remainder of the Company’s loans payable have fixed interest rates from 7.00 % to 15.00 % per annum. All other financial liabilities are non-interest-bearing instruments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 24. Commitments and contingencies Legal proceedings 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, product liability, employment, and commercial matters. Although it is difficult to predict the ultimate outcome of these matters, management believes that any ultimate liability would not have a material adverse effect on the Company’s Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Income (Loss). Other than as set out below, at December 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, except for the proceedings described below. Pure X Litigation On August 9, 2023, AEY Capital LLC (“AEY”), a licensed subsidiary of TerrAscend, filed a lawsuit in Oakland County Circuit Court (the "Oakland Court") against Pure X, LLC (“Pure X”) seeking damages in the amount of $ 14,969 (the “AEY Claim”). The AEY Claim alleges breach of contract, quantum meruit/unjust enrichment, account stated and statutory conversion. AEY’s alleged damages are related to Pure X’s failure to pay for various cannabis products sold by AEY. This matter is still pending. The Company has not recorded an additional receivable for this matter as of December 31, 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent events On January 2, 2024, the Company completed a prepayment of the Ilera Term Loan of $ 4,800 at the prepayment price of 100 % to par. On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a payment of $ 5,000 . On January 19, 2024, the Company acquired the remaining 50.1 % equity in State Flower, a California cultivator, with a payment of $ 250 in cash and 782,539 Common Shares. The Company also acquired the remaining 50.1 % equity in three Apothecarium dispensaries in California with a total payment of 2,105,550 Common Shares. As a result of these acquisitions, the Company now wholly-owns State Flower and the three Apothecarium dispensaries in California. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation and going concern | (a) Basis of presentation and measurement and going concern These consolidated financial statements as of December 31, 2023 and December 31, 2022 and for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 (the “Consolidated Financial Statements”) of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying 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. As of December 31, 2023, the Company had an accumulated deficit of $ 704,162 and cash and cash equivalents of $ 22,241 . During the year ended December 31, 2023, the Company incurred a net loss from continuing operations of $ 82,286 . Additionally, as of December 31, 2023, the Company had a net capital deficiency. Therefore, the Company expects that it may need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of these Consolidated Financial Statements. The Company believes this concern is mitigated by steps it has taken, or intends to take to improve its operations and cash position, including: (i) identifying access to future capital required to meet the Company’s on-going obligations, (ii) improved cashflow growth from the Company's consolidated operations, particularly TerrAscend's operations in New Jersey and most recently Maryland with conversion to adult-use sales, and (iii) various cost and efficiency improvements. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts of and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Functional and presentation currency | (b) Functional and presentation currency All operations in the United States have a functional currency of the U.S dollar ("USD"). Canadian operations have a functional currency of Canadian dollars (“CAD”). The Company’s presentation currency is in USD. All amounts are presented in USD unless otherwise specified. References to CAD are to Canadian dollars. |
Basis of consolidation | (c) Basis of consolidation These Consolidated Financial Statements include the financial information of the Company. The Company consolidates legal entities in which it holds a controlling financial interest. The Company has a two-tier consolidation model: one focused on voting rights (the voting interest model) and the second focused on a qualitative analysis of power over significant activities and exposure to potentially significant losses or benefits (the variable interest model). All entities are first evaluated to determine whether they are variable interest entities (“VIE”). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model ("VOE"). Voting Interest Entities A VOE is an entity in which (i) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (ii) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (iii) the entity is structured with substantive voting rights. The Company consolidates its Canadian operations under a VOE model based on the controlling financial interest obtained through Common Shares with substantive voting rights. Variable Interest Entities A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (ii) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. For further information on VIEs, see Note 3. All intercompany balances and transactions were eliminated on consolidation. |
Cash, cash equivalents and restricted cash | (d) Cash, cash equivalents and restricted cash Cash and cash equivalents include cash on hand at retail locations, demand deposits with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. Restricted cash consists of cash held with financial institutions which are subject to certain withdrawal restrictions. |
Accounts Receivable | (e) Accounts Receivable Accounts receivable are recorded net of current expected credit losses. The Company estimates current expected credit losses based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances. |
Inventory | (f) Inventory Inventories of harvested and purchased finished goods as well as packaging materials are valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the reasonably predictable costs of completion, disposal and transportation. The direct and indirect costs of inventory include materials, labor and depreciation expense on property and equipment involved in packaging, labeling and inspection. Inventories are generally maintained with the average cost method. Amortization of acquired cannabis production licenses as well as royalties paid relating to the production of inventory are also considered to be indirect costs of inventory. All direct and indirect costs related to inventory are capitalized as they are incurred and they are subsequently recorded within cost of sales on the Consolidated Statements of Operations and Comprehensive Income (Loss) at the time cannabis is sold. Products for resale and supplies and consumables are valued at the lower of cost or net realizable value. The Company reviews inventory for obsolete, redundant, and slow-moving goods, and any such inventories are written down to net realizable value. |
Property and equipment and long-lived assets held for sale | (g) Property and equipment and long-lived assets held for sale Property and equipment is measured at cost, including capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: Buildings and improvements 15 - 30 years Land Not depreciated Machinery & equipment 5 - 15 years Office furniture & production equipment 3 - 5 years Right of use assets Lease term Assets in process Not depreciated Assets in process are transferred to the appropriate asset type when available for use and depreciation of the assets commences at that point. The Company classifies assets and liabilities (the "disposal group") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Long-lived assets held for sale are recorded at the lower of its carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation on these assets. An asset’s residual value, useful life and depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its property and equipment. The Company capitalizes interest and borrowing costs on significant qualifying capital construction projects. Upon the asset becoming available for use, capitalization of borrowing costs ceases, and depreciation commences on a straight-line basis over the estimated useful life of the related asset. |
Leases | (h) Leases Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified assets. The majority of the Company’s leases are operating leases used primarily for corporate offices, retail dispensaries, and cultivation and manufacturing facilities. The operating lease periods range from 1 to 26 years . Additionally, the Company h as two finance leases at December 31, 2023 and three finance leases at December 31, 2022. The lease periods for finance leases range from 4 months to 5 yea rs . The Company’s leases include fixed payments, as well as in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of common area maintenance, operating expenses, and real estate taxes applicable to the property. Variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. Any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense over the term of the lease. None of the Company’s lease agreements contain residual value guarantees or material restrictive covenants. The Company determines if an arrangement is a lease at the inception of the contract. Lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use. The right-of-use (“ROU”) asset is measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, and initial direct costs. For operating leases, right-of-use assets are reduced over the lease term by the straight-line expense recognized, less the amount of accretion of the lease liability determined using the effective interest rate method. Finance leases are included in property and equipment in the Company's Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the term of the lease and is included in cost of sales and general and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the lease asset, and interest expense, which is recognized following an effective interest rate method and is included in finance and other expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The majority of the Company’s leases do not provide an implicit rate that can be easily determined. Therefore, the Company applies its incremental borrowing rate to the lease based on the information available at the commencement date (refer to Note 11 included in Item 8, " Financial Statements and Supplementary Data "). Certain leases include one or more options to renew or terminate the lease at the Company’s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purpose. The Company evaluates its ROU assets for impairment consistent with its impairment of long-lived assets. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its right-of-use assets. In some instances, the Company subleases excess office space to third-party tenants. The Company, as sublessor, continues to account for the head lease. If the lease cost for the term of the sublease exceeds the Company’s anticipated sublease income for the same period, this indicates that the ROU asset associated with the head lease should be assessed for impairment under the long-lived asset impairment provisions. Sublease income is included in Finance (expense) income in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The Company accounts for non-lease and lease components to which they relate as a single lease component. Additionally, the Company recognized lease payments under short-term leases with an initial term of twelve months or less, as well as low value assets, as an expense on a straight-line basis over the lease term without recognizing the lease liability and ROU asset. |
Goodwill | (i) Goodwill Goodwill is recorded at the time of acquisition and represents the excess of the aggregate consideration paid for an acquisition over the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization and is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they might be impaired. See – Impairment of goodwill and intangible assets information within this note for detailed information on the Company’s impairment assessment of its goodwill and intangible assets. |
Intangible assets | (j) Intangible assets Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis over the assets’ estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed annually and any changes in estimates are accounted for prospectively. Amortization is calculated on a straight-line basis over the following terms: Brand intangibles- indefinite lives Indefinite useful lives Brand intangibles- definite lives 3 years Software 5 years Licenses 5 - 30 years Non-compete agreements 3 years Licenses relating to cultivation and dispensaries are amortized using a useful life consistent with the property and equipment to which they relate. Intangible assets that have indefinite useful lives, which include brand names, are not subject to amortization but the carrying value is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they may be impaired. See – Impairment of long-lived assets information within this note for detailed information on the Company’s impairment assessment of its goodwill and intangible assets. |
Impairment of indefinite lived intangible assets and goodwill | (k) Impairment of indefinite lived intangible assets and goodwill The Company operates as one operating segment. For the purposes of testing goodwill, the Company has identified six reporting units. The Company analyzed its reporting units by first reviewing the operating statements based on the jurisdictions in which the Company conducts business (or each market). Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying amount has been impaired. The Company has the option to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying value, a quantitative fair value test is performed. If the carrying value of the reporting unit exceeds the estimated fair value, a goodwill impairment charge is recorded. Indefinite lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite lived intangible assets are recognized based on a comparison of the fair value of the asset to its carrying value. |
Impairment of long-lived assets and definite lived intangible assets | (l) Impairment of long-lived assets and definite lived intangible assets The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU assets, and definite lived intangible assets, based on whether events or changes in circumstances indicate that the carrying value of the asset, or asset group, may not be recoverable. When the Company determines that the carrying value of the long-lived asset may not be recoverable based upon the existence of one or more indicators, the assets are assessed for impairment based on the estimate of future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its estimated fair value. |
Revenue recognition | (m) Revenue recognition Revenue is recognized by the Company in accordance with ASU 2014-09 Revenue from Contracts with Customers (Topic 606). The standard requires sales to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps: i) identify the contract with a customer; ii) identify the performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligations in the contract; and v) recognize sales when (or as) the entity satisfies a performance obligation. Revenues consist of wholesale and retail sales, which are recognized when control of the goods has transferred to the purchaser and the collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligations have been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue for wholesale sales for a fixed price is recognized upon delivery to the customer. Sales are recorded net of returns and discounts and incentives, but inclusive of freight. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company’s credit policy. All shipping and handling activities are performed before the customers obtain control of products and are accounted for as cost of sales. From time to time, the Company enters into sales agreements with suppliers pursuant to which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under Accounting Standards Codification ("ASC") 845, Nonmonetary Transactions. Local authorities will often impose excise or cultivation taxes on the sale or production of cannabis products. Excise and cultivation taxes are effectively a production tax which become payable when a cannabis product is delivered to the customer and are not directly related to the value of sales. The Company has made a policy election to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the company from a customer. Therefore, the net revenue on the Consolidated Statements of Operations and Comprehensive Income (Loss) is netted for any excise or cultivation taxes. |
Business combinations | (n) Business combinations The Company accounts for business combinations using the acquisition method when control is obtained by the Company (see Note 2(c)). The Company measures the consideration transferred, the assets acquired, and the liabilities assumed in a business combination at their acquisition-date fair values. Acquisition related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received, except for the costs to issue debt or equity securities which are recognized according to specific requirements. The excess of the consideration transferred to obtain control, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed, is recognized as goodwill as of the acquisition date. Contingent consideration for a business combination is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is measured at subsequent reporting dates at fair value with the corresponding gain or loss being recognized in profit or loss. If the acquiree’s former owners contractually indemnify the Company for a particular uncertainty, an indemnification asset is recognized on a basis that matches the indemnified item, subject to the contractual provisions or any collectability considerations. |
Investments | (o) Investments The majority of the Company's investments are initially recorded at cost. Management assesses investments for impairment on an annual basis, or when events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. |
Non-controlling interests | (p) Non-controlling interests Non-controlling interests (“NCI”) represents equity interests owned by outside parties. NCI is initially measured at fair value as of the acquisition date (refer to Note 2z(viii)). |
Income taxes | (q) Income taxes Income tax expense, consisting of current and deferred tax expense, is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. The Internal Revenue Service (the "IRS") has taken the position that cannabis companies are subject to the limits of Section 280E of the Internal Revenue Code of 1986, as amended (the "Code"), under which they are only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company has taken the position that it does not owe taxes attributable to the application of Section 280E the Code. This position is treated as an unrecognized tax benefit, and is recorded on the Consolidated Balance Sheets as a liability on uncertain tax position and other long term liabilities. |
Share capital | (r) Share capital Common Shares Common Shares are classified as equity. The proceeds from the exercise of stock options and warrants are recorded as share capital. Incremental costs directly attributable to the issuance of Common Shares are recognized as a deduction from equity. Equity units Equity units are comprised of Common Shares and one-half warrants. Warrants issued during the year are classified as liabilities. The proceeds are allocated first to warrants based on its fair value, measured using the Black-Scholes Option Pricing Model ("Black-Scholes Model") , and the residual was allocated to Common Shares. |
Share based compensation | (s) Share-based compensation The Company has a stock option plan in place (the "Stock Option Plan"). The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility of the Company’s future share price, risk free rates, expected forfeiture and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. Expected forfeitures are estimated at the date of grant, based on historical trends of actual option forfeitures, and subsequently adjusted if further information indicates actual forfeitures may vary from the original estimate. Any revisions are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) such that the cumulative expense reflects the revised estimate. If the actual forfeiture rate is materially different from management’s estimates, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. Upon exercise of stock options and warrants that are classified as equity, any historical fair value in the warrants and share-based compensation reserve is allocated to additional paid in capital. Amounts recorded for expired unexercised stock options and warrants are transferred to deficit in the year of expiration. The fair value of restricted share units is based on the closing price of the Company’s stock as of the grant date. Compensation expense is recognized on a straight-line basis, by amortizing the grant date fair value over the vesting period. |
Convertible Instruments | (t) Convertible instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities . The Company issued convertible debentures with detachable share purchase warrants at various times to raise capital to expand its business and support general corporate needs. The convertible instruments also included embedded derivatives in the form of conversion features and put options. Management evaluated the convertible debentures to determine the proper accounting and whether the embedded derivatives required bifurcation from the host instrument. In accordance with ASC 815, Derivatives and Hedging , the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. The proceeds are allocated first to the conversion option based on its fair value, measured using the Black-Scholes model, and the residual was allocated to the host instrument and recorded as convertible debt at amortized cost. |
Convertible preferred stock and detachable warrants | (u) Convertible preferred stock and detachable warrants The Company evaluates convertible preferred stock in accordance with ASC 470-20-35-7, Debt with Conversion and Other Options . The preferred shares in the capital of the Company ("Preferred Shares") are convertible into Common Shares at a conversion ratio of one Preferred Share for 1,000 Common Shares. All series of Preferred Shares are classified as shareholders’ equity in the Company’s Consolidated Balance Sheets. The fair value of the related Preferred Shares is based on the closing price of the Common Shares on the day of issuance of the Preferred Shares. Included in the issuance were detachable warrants to purchase Preferred Shares. The detachable purchase warrants were evaluated for equity or liability classification and were determined to meet liability classification. The warrants are legally detachable and separately exercisable from the Preferred Shares. |
Warrant Liability | (v) Warrant liability The Company may issue Common Share warrants with debt, equity or as a standalone financing instrument that is recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the Consolidated Balance Sheets, and remeasured on each reporting date with changes recorded in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) . |
Embedded derivative liabilities | (w) Embedded derivative liabilities The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with ASC 815, Derivatives and Hedging . Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. |
(Loss) earnings per share | (x) (Loss) earnings per share The Company presents basic and diluted (loss) earnings per share data for its ordinary shares. Basic (loss) earnings per share is calculated using the treasury stock method, by dividing the (loss) income attributable to holders of Common Shares and proportionate voting shares in the capital of the Company ("Proportionate Voting Shares") by the weighted average number of Common Shares and Proportionate Voting Shares outstanding during the period. Contingently issuable shares (including shares held in escrow) are not considered outstanding Common Shares and consequently are not included in the (loss) earnings per share calculations. The Company has the following categories of potentially dilutive common share equivalents: RSUs, stock options, warrants, Preferred Shares, exchangeable shares in the capital of the Company ("Exchangeable Shares") and convertible debentures. In order to determine diluted (loss) earnings per share, it is assumed that any proceeds from the exercise of dilutive instruments would be used to repurchase Common Shares at the average market price during the period. The Company also considers all outstanding convertible securities, such as the Preferred Shares, convertible debentures, and outstanding Exchangeable Shares as if such instruments were converted into Common Shares. Diluted (loss) earnings per share is determined by adjusting the (loss) income attributable to common shareholders and the weighted average number of Common Shares and Proportionate Voting Shares outstanding, adjusted for the effects of all dilutive potential Common Shares and Proportionate Voting Shares. Proportionate Voting Shares are converted to their Common Share equivalent of one thousand Common Shares for every one Proportionate Voting Share for the purposes of calculating basic and diluted (loss) earnings per share. In a period of losses, all of the potentially dilutive Common Share equivalents are excluded in the determination of dilutive net loss per share because their effect is antidilutive. During the years ended December 31, 2023 and 2022, no potentially dilutive Common Share equivalents were included in the computation of diluted loss per share because their impact would have been anti-dilutive. During the year ended December 31, 2021, 27,652,010 potentially dilutive Common Share equivalents were included in the computation of diluted earnings per share. |
Discontinued operations | (y) Discontinued operations The Company deems it appropriate to classify a part of the business as discontinued operations if the related disposal group meets all of the following criteria: (i) the disposal group is a component of the Company, (ii) the component meets the held-for-sale criteria, and (iii) the disposal of the component represents a strategic shift that has a major effect on the Company's operations and financial results. A disposal group that represents a strategic shift to the Company is reflected as discontinued operations on the Consolidated Statements of Operations and Comprehensive Income (Loss) and prior periods are recast to reflect the earnings or losses as income from discontinued operations. TerrAscend Canada is a cannabis retailer in Ontario, Canada. TerrAscend Canada operates the Company's a majority-owned Cookies Canada dispensary in Toronto, Ontario, Canada. TerrAscend Canada was previously a Licensed Producer (as such term is defined in the Cannabis Act) of cannabis until the Company commenced an optimization of its operations in Canada, whereby the Company reduced its manufacturing footprint in order to focus on its Canadian retail business, as well as monetize its intellectual property portfolio in Canada. The Company ceased operations at TerrAscend Canada's manufacturing facility during the three months ended December 31, 2022. All prior year amounts from discontinued operations have been reclassified for consistency with the current year presentation. |
Use of significant estimates and judgments | (z) Use of significant estimates and judgments The preparation of the Company’s Consolidated Financial Statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Management has applied significant estimates and judgments related to the following: i) Inventory The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The future realization of these inventories may be affected by market-driven changes that may reduce future selling prices. A change to these assumptions could impact the Company’s inventory valuation and gross profit. The impact of inventory reserves is reflected in cost of sales. ii) Revenue recognition From time to time, the Company partakes in sales agreements with suppliers in which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under ASC 845, Nonmonetary Transactions , which requires management judgment to determine if the transaction has commercial substance . iii) Share-based payments In calculating share-based compensation expense, key estimates are used such as, the rate of forfeiture of options granted, the expected life of the option, the volatility of the Company’s stock price, and the risk-free interest rate. iv) Warrant liability In calculating the fair value of warrants issued, the Company includes key estimates such as the volatility of the Company’s stock price and the risk-free interest rate. The Company uses judgment to select methods used and in performing the fair value calculations at the initial measurement at issuance, as well as for subsequent measurement on a recurring basis. v) Income taxes The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company generating future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in classifying transactions and assessing probable outcomes of tax positions taken, and in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. It is possible, however, that at some future date, an additional liability could result from audits by taxing authorities. If the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. vi) Impairment of goodwill and indefinite lived intangible assets The Company uses an income-based approach as necessary to assess the fair values of indefinite lived intangible assets, asset groups and reporting units for goodwill testing purposes. Under the income approach, fair value is based on the present value of estimated cash flows. An impaired asset is written down to its estimated fair value based on the most recent information available. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Determining the value in use requires the Company to estimate expected future cash flows associated with the assets and a suitable discount rate in order to calculate present value. A number of factors, including historical results, business plans, forecasts, and market data are used to determine the fair value of the reporting unit and intangible assets. vii) Impairment of long-lived assets The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU assets, and definite lived intangible assets, whether events or changes in circumstances indicate that the carrying value of the asset, or asset group, may not be recoverable. Judgment is required to evaluate whether one or more indicators of potential impairment exist. The assets are assessed for impairment based on the estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the carrying value of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying value over its fair value. viii) Business combinations Classification of an acquisition as a business combination or an asset acquisition depends on whether the asset acquired constitutes a business, which can be a complex judgment. The Company has determined that its acquisitions in Note 5 are business combinations under ASC, 805 Business Combinations . In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. If any intangible assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, the Company may utilize an independent external valuation expert to develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. ix) Contingent consideration Contingent consideration payable as the result of a business combination is recorded at the date of acquisition at fair value. The fair value of contingent consideration is subject to significant judgment and estimates, such as projected future revenue. Subsequent changes to the fair value of contingent consideration are measured at each reporting date, with changes recognized through profit or loss. x) Incremental borrowing rates Lease payments are discounted using the rate implicit in the lease if that rate is readily available. If that rate cannot be easily determined, the lessee is required to use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company estimates it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company calculates its incremental borrowing rate as the interest rate the Company would pay to borrow funds necessary to obtain an asset of similar value over similar terms taking into consideration the economic factors and the credit risk rating at the commencement date of the lease. xi) Control, joint control or level of influence When determining the appropriate basis of accounting for the Company’s interests in affiliates, the Company makes judgments about the degree of influence that it exerts directly or through an arrangement over the investees’ relevant activities. xii) Employee Retention Tax Credit The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") provides for an Employee Retention Tax Credit ("ERC") which is a refundable tax credit for businesses that continued to pay employees while shut down due to the COVID-19 pandemic, or had significant declines in gross receipts from March 13, 2020 to December 31, 2021. Eligible employers were entitled to claim the ERC on an original or adjusted employment tax return for a period within those dates. The Company has elected to account for the ERC as a government grant. There is limited grant accounting guidance within U.S. GAAP that is applicable to for-profit entities. Therefore, the Company has elected to follow the grant accounting model in International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance. Accordingly, the Company recognized government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits and has therefore recognized a receivable for the total credit amount on the Consolidated Balance Sheet as of December 31, 2022 (refer to Note 4). The determination of the collectability of the ERC requires significant judgment, including assessment of the Company's eligibility based on the facts and circumstances. No formal determination has been made regarding the Company’s eligibility to receive ERC or if companies in the cannabis industry are generally eligible to receive ERC. There is a risk that a determination could be made that the Company, due to its operations or the nature of its business, is not eligible for the ERC distributions it has received. xiii) Variable Interest Entity The Company consolidates legal entities in which it holds a controlling financial interest. Determining whether it has a controlling financial interest in VIE is subject to significant judgment and estimates. There is inherent uncertainty in evaluating who has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. Our considerations include, but are not limited to, voting interests of the VIE, management, service and other agreements with the VIE, involvement in the VIE’s initial design and the existence of explicit or implicit financial guarantees. Management has applied significant judgment when evaluating the facts and circumstances of the VIE (Note 3). xiv) Current Expected Credit Losses Management determines the current expected credit losses by evaluating individual receivable balances along with the consideration of other financial and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the balance sheet date. |
New standards, amendments and interpretations adopted | (aa) New standards, amendments and interpretations adopted (i) In October 2021, the Financial Accounting Standard Board ("FASB") issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of this ASU should be applied prospectively. The Company adopted this standard effective January 1, 2022 and notes that it did no t have a material impact on the Company's Consolidated Financial Statements. (ii) In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which is intended to clarify that contractual sales restrictions are not considered in measuring equity securities at fair value. This ASU differentiates between (i) a restriction that is characteristic of a security (for which the effect of the restriction is included in the equity security's fair value because it is a security-specific characteristic) and (ii) a contractual sale restriction (for which the effect of the restriction is not included in the equity security's fair value because it is an entity-specific characteristic). The effective date for adoption is for fiscal years beginning after December 15, 2023 for public business entities, with early adoption permitted for both interim and annual financial statements. The Company adopted this standard during in the interim period ending June 30, 2022 in order to increase the comparability of reported financial information. (iii) In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on its Consolidated Financial Statements. (iv) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its Consolidated Financial Statements and whether we will apply the standard prospectively or retrospectively. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment estimated useful life | Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: Buildings and improvements 15 - 30 years Land Not depreciated Machinery & equipment 5 - 15 years Office furniture & production equipment 3 - 5 years Right of use assets Lease term Assets in process Not depreciated |
Schedule of indefinite and definite lived intangible assets amortization expense | Amortization is calculated on a straight-line basis over the following terms: Brand intangibles- indefinite lives Indefinite useful lives Brand intangibles- definite lives 3 years Software 5 years Licenses 5 - 30 years Non-compete agreements 3 years |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | December 31, 2023 December 31, 2022 Trade receivables $ 28,403 $ 14,786 Sales tax receivable 408 277 Other receivables 1,154 17,936 Provision for current expected credit losses ( 10,917 ) ( 10,556 ) Total receivables, net $ 19,048 $ 22,443 |
Schedule of Trade Receivables | December 31, 2023 December 31, 2022 Trade receivables $ 28,403 $ 14,786 Less: provision for current expected credit losses ( 10,917 ) ( 10,556 ) Total trade receivables, net $ 17,486 $ 4,230 Of which Current 13,799 4,045 31-90 days 2,837 614 Over 90 days 11,767 10,127 Less: current expected credit losses ( 10,917 ) ( 10,556 ) Total trade receivables, net $ 17,486 $ 4,230 |
Schedule of Provision For Sales Returns And Allowances Related To Trade Accounts Receivable | The following is a roll-forward of the provision for sales returns and allowances related to trade accounts receivable: December 31, 2023 December 31, 2022 Beginning of the year $ 10,556 $ 335 Provision for sales returns 14 324 Expected credit losses 668 10,556 Write-offs charged against provision ( 321 ) ( 659 ) Total provision for current expected credit losses $ 10,917 10,556 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Balances of Contingent Consideration | The balance of contingent consideration is as follows: State Flower Apothecarium KCR Pinnacle Peninsula Total Carrying amount, December 31, 2021 $ 8,360 $ 3,028 $ 1,147 $ — $ — $ 12,535 Amount recognized on acquisition — — — 750 — 750 Payments of contingent consideration ( 7,040 ) — — — — ( 7,040 ) Loss (gain) on revaluation of contingent consideration 86 — ( 1,147 ) — — ( 1,061 ) Carrying amount, December 31, 2022 $ 1,406 $ 3,028 — $ 750 $ — $ 5,184 Amount recognized on acquisition — — — 2,657 2,657 Payments of contingent consideration — — ( 750 ) — ( 750 ) Gain on revaluation of contingent consideration — — — ( 645 ) ( 645 ) Carrying amount, December 31, 2023 $ 1,406 $ 3,028 — $ — $ 2,012 $ 6,446 Less: current portion ( 1,406 ) ( 3,028 ) — — ( 2,012 ) ( 6,446 ) Non-current contingent consideration $ — $ — — $ — $ - $ - |
Peninsula | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired: Cash and cash equivalents 217 Inventory 468 Prepaid expense 187 Operating right of use asset 1,168 Fixed assets 70 Intangible asset 19,224 Goodwill 3,484 Accounts payable and accrued liabilities ( 1,030 ) Loans payable ( 7,226 ) Operating lease liability ( 1,168 ) Net assets acquired $ 15,394 Cash 1,234 Common shares of TerrAscend 7,857 Loans payable 3,646 Contingent consideration 2,657 Total consideration $ 15,394 |
Blue Ridge | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory 231 Prepaid expense 113 Operating right of use asset 2,325 Intangible asset 4,799 Goodwill 4,161 Other asset 91 Corporate income tax payable ( 154 ) Deferred tax liability ( 1,665 ) Accounts payable and accrued liabilities ( 706 ) Operating lease liability ( 2,325 ) Liability on uncertain tax position ( 593 ) Net assets acquired $ 6,277 Cash 3,168 Loans payable 3,109 Total consideration $ 6,277 |
Herbiculture | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the July 10, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 140 Prepaid expense 38 Accounts receivable 10 Fixed assets 230 Operating right of use asset 525 Intangible asset 3,543 Goodwill 7,334 Deferred tax liability ( 1,327 ) Accounts payable and accrued liabilities ( 602 ) Corporate income taxes payable ( 199 ) Operating lease liability ( 525 ) Liability on uncertain tax position ( 1,457 ) Net assets acquired $ 7,710 Cash 2,776 Loans payable 4,934 Total consideration $ 7,710 |
AMMD | |
Business Acquisition [Line Items] | |
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 1,499 Fixed assets 416 Intangible asset 5,330 Goodwill 6,312 Accounts payable and accrued liabilities ( 366 ) Deferred tax liability ( 2,097 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 1,499 ) Net assets acquired $ 9,631 Cash 10,000 Working capital adjustment ( 369 ) Total consideration $ 9,631 |
Pinnacle | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the August 23, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 3,838 Inventory 790 Prepaid expenses and other current assets 93 Property and equipment 5,321 Operating right of use asset 404 Intangible assets 18,300 Goodwill 8,945 Accounts payable and accrued liabilities ( 1,170 ) Corporate income taxes payable ( 479 ) Operating lease liability ( 403 ) Deferred revenue ( 249 ) Deferred tax liability ( 4,387 ) Net assets acquired 31,003 Consideration paid in cash 12,953 Promissory note payable 10,000 Contingent consideration payable 750 Common shares of TerrAscend 7,926 Working capital adjustment ( 626 ) Total consideration 31,003 |
Gage Growth Corp | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the March 10, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 23,366 Restricted cash 1,350 Accounts receivable 12,382 Inventory 19,364 Prepaid expenses and other assets 3,154 Property and equipment 61,987 Operating right of use asset 1,948 Deposits 1,147 Intangible assets 203,048 Goodwill 161,414 Investments 3,596 Accounts payable and accrued liabilities ( 29,164 ) Corporate income taxes payable ( 3,822 ) Operating lease liability ( 1,948 ) Finance lease liability ( 763 ) Deferred revenue ( 1,187 ) Loans payable ( 60,605 ) Deferred tax liability ( 46,743 ) Financing obligations ( 12,614 ) Other liabilities ( 6,097 ) Net assets acquired 329,813 Common Shares of TerrAscend 309,475 Fair value of other equity instruments 13,582 Fair value of warrants classified as liabilities 6,756 Total consideration 329,813 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 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: December 31, 2023 December 31, 2022 Raw materials $ 378 $ 1,181 Finished goods 18,821 15,280 Work in process 28,451 26,406 Accessories, supplies and consumables 4,033 3,468 $ 51,683 $ 46,335 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations | As of December 31, 2023 and December 31, 2022, the major classes of assets and liabilities from discontinued operations included the following: December 31, 2023 December 31, 2022 Land $ - $ 734 Buildings & improvements 16,529 Office furniture & equipment 86 Total assets held for sale $ - $ 17,349 Prepaid expenses and other current assets 571 Current assets from discontinued operations $ - $ 571 Accounts payable and accrued liabilities - 3,747 Loans payable 5,364 Current liabilities from discontinued operations $ - $ 9,111 The results of discontinued operations were as follows: For the Year Ended December 31, 2023 December 31, 2022 Revenue, net — 2,700 Cost of Sales — 10,910 Gross profit — ( 8,210 ) Operating expenses: General and administrative 900 4,165 Amortization and depreciation 48 1,310 Impairment of property and equipment 3,036 — Total operating expenses 3,984 5,475 Loss from discontinued operations ( 3,984 ) ( 13,685 ) Other expense Finance and other expenses 460 1,692 Net loss from discontinued operations $ ( 4,444 ) $ ( 15,377 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of: December 31, 2023 December 31, 2022 Land $ 6,103 $ 6,512 Assets in process 24,211 28,416 Buildings & improvements 151,989 154,742 Machinery & equipment 35,370 30,973 Office furniture & equipment 9,066 7,576 Assets under finance leases 2,362 7,277 Total cost 229,101 235,496 Less: accumulated depreciation ( 32,886 ) ( 19,684 ) Property and equipment, net $ 196,215 $ 215,812 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: At December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,050 $ ( 720 ) $ 1,330 Licenses 187,768 ( 21,360 ) 166,408 Non-compete agreements 280 ( 280 ) — Total finite lived intangible assets 190,098 ( 22,360 ) 167,738 Indefinite lived intangible assets Brand intangibles 48,116 — 48,116 Total indefinite lived intangible assets 48,116 — 48,116 Intangible assets, net $ 238,214 $ ( 22,360 ) $ 215,854 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: 2024 $ 7,001 2025 6,809 2026 6,795 2027 6,714 2028 6,714 |
Activity in Goodwill Balance | The following table summarizes the activity in the Company's goodwill balance: Balance at December 31, 2021 $ 90,326 Additions at acquisition date 170,359 Impairment of goodwill ( 170,357 ) Balance at December 31, 2022 $ 90,328 Additions at acquisition date 21,291 Impairment of goodwill ( 4,690 ) Balance at December 31, 2023 $ 106,929 |
Schedule Of Impairment Intangible Assets | The Company recorded the following impairment losses by category of intangible assets: December 31, 2023 December 31, 2022 December 31, 2021 Finite lived intangible assets Software $ — — $ 9 Licenses 15,518 121,527 — Customer Relationships — — 2,000 Non-compete agreements — — 224 Total impairment of finite lived intangible assets 15,518 121,527 2,233 Indefinite lived intangible assets Brand intangibles 35,785 19,200 1,400 Total impairment of indefinite lived intangible assets 35,785 19,200 1,400 Total impairment of intangible assets $ 51,303 $ 140,727 $ 3,633 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | December 31, 2023 December 31, 2022 Chicago Atlantic term loan due November 2024 Principal amount $ 24,611 $ 25,000 Deferred financing cost - - Net carrying amount $ 24,611 $ 25,000 Ilera term loan due December 2024 Principal amount $ 76,927 $ 115,000 Deferred financing cost ( 3,191 ) ( 4,150 ) Net carrying amount $ 73,736 $ 110,850 Stearns loan due December 2024 Principal amount $ 24,809 $ - Deferred financing cost ( 791 ) - Net carrying amount $ 24,018 $ - Pelorus term loan due September 2027 Principal amount $ 45,478 $ 45,478 Deferred financing cost ( 1,490 ) ( 1,450 ) Net carrying amount $ 43,988 $ 44,028 Maryland Acquisition loans (1) Principal amount $ 19,873 $ - Unamortized discount ( 1,403 ) - Net carrying amount $ 18,470 $ - Other loans $ 2,698 $ 4,976 Short-term debt $ 11,849 $ 9,333 Current portion of long-term debt $ 125,888 39,002 Loans payable, current $ 137,737 48,335 Loans payable, non-current $ 61,633 $ 145,852 Total loans payable $ 199,370 $ 194,187 (1) For maturity breakout, refer to Maryland Acquisition Loans section below. |
Summary of Stated maturities of Loans Payable | Stated maturities of loans payable over the next five years are as follows: December 31, 2023 2024 $ 141,946 2025 7,942 2026 11,082 2027 44,483 2028 1,000 Thereafter - Total principal payments $ 206,453 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the Consolidated Balance Sheets were as follows: December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 43,440 $ 29,451 Operating lease liability classified as current 1,244 1,857 Operating lease liability classified as non-current 45,384 31,545 Total operating lease liabilities $ 46,628 $ 33,402 Finance leases: Property and equipment, net $ 2,112 $ 6,673 Lease obligations under finance leases classified as current 2,030 521 Lease obligations under finance leases classified as non-current 407 6,713 Total finance lease obligations $ 2,437 $ 7,234 |
Summary of Other Information related to Operating Leases | Other information related to operating leases consisted of the following: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.5 12.8 Finance leases 1.2 6.8 Weighted-average discount rate Operating leases 11.43 % 10.69 % Finance leases 9.47 % 9.89 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases were as follows: December 31, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 6,264 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 16,603 3,097 Cash paid for amounts included in measurement of finance lease liabilities 153 220 Assets under finance leases obtained in exchange for finance lease obligations — 6,913 |
Summary of Undiscounted Lease Obligations | Undiscounted lease obligations as of December 31, 2023 are as follows: Operating Finance Total 2024 7,376 2,130 $ 9,506 2025 7,398 132 7,530 2026 7,158 134 7,292 2027 7,014 136 7,150 2028 6,852 80 6,932 Thereafter 56,207 1 56,208 Total lease payments 92,005 2,613 94,618 Less: interest ( 45,377 ) ( 176 ) ( 45,553 ) Total lease liabilities $ 46,628 $ 2,437 $ 49,065 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary Of Convertible Debt Activity | The following table summarizes the convertible debt activity for the year-ended December 31, 2023: Balance at December 31, 2022 $ - Convertible debt proceeds, net of transaction costs 10,098 Allocation to conversion option ( 3,600 ) Interest and accretion 768 Ending carrying amount at December 31, 2023 $ 7,266 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class Of Stock [Line Items] | |
Summary of Assumptions used to Estimate Fair Value of New Warrants | The fair value of the Replacement Options is estimated using the Black-Scholes Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Volatility 77.79 % - 80.16 % 77.55 % - 77.89 % 79.05 % - 81.51 % Risk-free interest rate 2.85 % - 4.26 % 1.63 % - 3.51 % 0.90 % - 1.72 % Expected life (years) 9.78 - 10.01 9.62 - 10.01 4.57 - 10.05 Dividend yield 0.00 % 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % 23.21 % - 27.73 % |
Proportionate Voting Shares | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for Proportionate Voting Shares. These warrants are exercisable for 0.001 of a Proportionate Voting Share. The Proportionate Voting Shares are exchangeable into Common Shares on a basis of 1,000 Common Shares per Proportionate Voting Share. Number of Proportionate Share Warrants Outstanding Number of Proportionate Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2020 8,590,908 8,590,908 $ 5.66 1.64 Granted — Exercised — Outstanding, December 31, 2021 8,590,908 8,590,908 $ 5.69 0.64 Expired ( 8,590,908 ) Outstanding, December 31, 2022 — — N/A N/A |
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, 2020 40,504,098 18,363,691 $ 3.80 5.34 Exercised ( 9,508,625 ) 2.60 Outstanding, December 31, 2021 30,995,473 8,855,066 $ 4.20 5.66 Replacement warrants granted on acquisition of Gage 282,023 6.47 Exercised ( 7,989,436 ) 2.50 Expired ( 47,730 ) 3.61 Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Granted 435,212 435,212 1.81 2.50 Expired ( 345,000 ) ( 345,000 ) 3.14 — Outstanding, December 31, 2023 23,330,542 818,927 $ 4.56 8.74 |
Common Stock | Gage Growth Corp | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | 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, 2021 — — $ — — Granted 7,129,517 — $ — — Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Granted 3,590,334 — 1.95 1.48 Expired ( 7,129,517 ) ( 7,129,517 ) Outstanding, December 31, 2023 3,590,334 — $ 1.95 1.48 |
Preferred Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for Preferred Shares. 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, 2020 18,024 18,024 $ 3,000 2.39 Granted — Exercised ( 1,968 ) Outstanding, December 31, 2021 16,056 16,056 $ 3,000 1.39 Exercised ( 950 ) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Expired ( 15,106 ) ( 15,106 ) 3,000 — Outstanding, December 31, 2023 — — $ — — |
Warrants | |
Class Of Stock [Line Items] | |
Summary of Assumptions used to Estimate Fair Value of New Warrants | The fair value of the New Warrants was determined using the Black-Scholes Model using the following inputs and assumptions: December 9, 2022 Volatility 78.98 % Risk-free interest rate 2.87 % Expected life (years) 10.06 Dividend yield 0 % |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Total Share-Based Payments Expense | Total share-based payments expense was as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Stock options $ 4,424 $ 9,485 $ 13,988 Restricted share units 3,283 2,677 $ 954 Total share-based payments $ 7,707 $ 12,162 $ 14,942 |
Summary of Stock Option Activity | The following table summarizes the stock option activity: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Outstanding, December 31, 2020 17,363,348 3.96 $ 3.49 $ 112,675 Granted 3,905,000 10.11 Exercised ( 1,376,496 ) 3.97 Forfeited (1) ( 6,838,347 ) 4.46 Expired ( 198,986 ) 5.95 Outstanding, December 31, 2021 12,854,519 4.84 $ 4.85 $ 27,557 Granted 7,058,840 3.69 Replacement options granted on acquisition of Gage 4,940,364 2.99 Exercised ( 778,245 ) 0.62 Forfeited (1) ( 3,397,021 ) 5.96 Expired ( 567,211 ) 7.14 Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 Granted 2,191,627 — 1.69 — Exercised ( 416,852 ) — 0.23 — Forfeited ( 3,478,453 ) — 4.45 — Expired ( 2,129,188 ) — 3.85 — Outstanding, December 31, 2023 16,278,380 4.74 $ 3.35 658 Exercisable, December 31, 2023 10,944,709 2.95 $ 3.42 269 Nonvested, December 31, 2023 5,333,671 8.40 $ 3.21 $ 389 (1) For stock options forfeited, represent one share for each stock option forfeited. The total pre-tax intrinsic value (the difference between the market price of the Common Shares on the exercise date and the price paid by the options to exercise the option) related to stock options exercised is presented below: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Exercised $ 558 $ 1,355 $ 6,667 Pursuant to the terms of t |
Key Inputs and Assumptions Used in Black Scholes Simulation Model | The fair value of the Replacement Options is estimated using the Black-Scholes Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Volatility 77.79 % - 80.16 % 77.55 % - 77.89 % 79.05 % - 81.51 % Risk-free interest rate 2.85 % - 4.26 % 1.63 % - 3.51 % 0.90 % - 1.72 % Expected life (years) 9.78 - 10.01 9.62 - 10.01 4.57 - 10.05 Dividend yield 0.00 % 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % 23.21 % - 27.73 % |
Summary of Activities for Unvested RSUs | The following table summarizes the activities for the RSUs: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2020 122,311 33,733 N/A Granted 174,408 — Vested ( 40,665 ) — Forfeited ( 63,883 ) — Outstanding, December 31, 2021 192,171 13,294 N/A Granted 1,176,397 — Vested ( 669,478 ) — Forfeited ( 283,450 ) — Outstanding, December 31, 2022 415,640 13,050 N/A Granted 2,387,275 — — Vested ( 1,596,814 ) — — Forfeited ( 127,517 ) — — Outstanding, December 31, 2023 1,078,584 — N/A |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership in Minority Interest | The following table summarizes the non-controlling interest activity for the years ended: December 31, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 11,622 ) ( 7,550 ) Acquisition of non-controlling interest ( 1,323 ) — Net income attributable to non-controlling interest 8,815 4,557 Ending carrying amount $ ( 1,756 ) $ 2,374 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components of (Loss) Income from Continuing Operations before Provision for Income Taxes | The domestic and foreign components of (loss) income from continuing operations before provision for income taxes are as follows: For the years ended December 31, 2023 December 31, 2022 December 31, 2021 Domestic ( 45,490 ) ( 337,019 ) 15,513 Foreign ( 13,343 ) 26,834 29,017 Income (loss) before income taxes $ ( 58,833 ) $ ( 310,185 ) $ 44,530 |
Summary of Provision for Income Taxes | The provision for income taxes consists of: For the years ended December 31, 2023 December 31, 2022 December 31, 2021 Current: Federal 30,727 21,692 21,522 State 11,279 2,718 8,600 Foreign 62 106 — Total Current $ 42,068 $ 24,516 $ 30,122 Deferred: Federal ( 13,363 ) ( 29,297 ) ( 1,353 ) State ( 5,271 ) ( 6,002 ) 108 Foreign 19 — — Total Deferred $ ( 18,615 ) $ ( 35,299 ) $ ( 1,245 ) Total Income Tax Provision $ 23,453 $ ( 10,783 ) $ 28,877 |
Schedule of Reconciliation the Expected Statutory Federal Income Tax to the Actual Income Tax Provision | The following table reconciles the expected statutory federal income tax to the actual income tax provision: December 31, 2023 December 31, 2022 Amount Percent Amount Percent Net (loss) income before taxes $ ( 58,833 ) $ ( 310,185 ) Expected income benefit at statutory tax rate ( 12,355 ) 21.0 % ( 65,139 ) 21.0 % IRC 280E adjustment 31,960 - 54.3 % 28,607 - 9.2 % Return to provision true-up 5,342 - 9.1 % ( 7,359 ) 2.4 % Impairment of goodwill and intangible assets 985 - 1.7 % 35,775 - 11.5 % Changes in unrecognized tax benefits 3,041 - 5.2 % 10,662 - 3.4 % Extinguishment of debt 173 - 0.3 % ( 8,239 ) 2.7 % Canada income taxes at different statutory rates ( 413 ) 0.7 % ( 2,511 ) 0.8 % Share based compensation 1,619 - 2.8 % 2,554 - 0.8 % Changes in valuation allowance 155 - 0.3 % 19,146 - 6.2 % U.S. state income taxes ( 2,218 ) 3.8 % ( 7,067 ) 2.3 % Revaluation of equity/warrants ( 68 ) 0.1 % ( 12,290 ) 4.0 % Revaluation of contingent consideration ( 136 ) 0.2 % ( 223 ) 0.1 % Other ( 4,632 ) 7.9 % ( 4,699 ) 1.5 % Actual income tax provision $ 23,453 - 39.9 % $ ( 10,783 ) 3.5 % |
Schedule of Reconciliation of Unrecognized Tax Benefits | The following table presents a reconciliation of unrecognized tax benefits: December 31, 2023 December 31, 2022 Balance at beginning of year $ 18,883 $ 9,318 Increases based on tax positions related to current periods 37,337 2,872 Increase (decrease) based on tax positions related to prior periods 30,250 8,655 Decreases related to settlements with taxing authorities ( 1,985 ) ( 1,962 ) Balance at end of year $ 84,485 $ 18,883 |
Summary of Principal Component of Deferred Taxes | The principal component of deferred taxes are as follows: December 31, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 50,440 $ 42,022 Reserves 286 2,837 Share issuance costs 1,039 — Property and equipment — 4,689 Intangible assets 5,267 3,768 Other 13,402 8,700 Total deferred tax assets 70,434 62,016 Valuation allowance ( 62,608 ) ( 61,274 ) Net deferred tax assets $ 7,826 $ 742 Deferred tax liabilities Intangible assets $ ( 24,949 ) $ ( 31,442 ) Property and equipment ( 52 ) — Total deferred tax liabilities $ ( 25,001 ) $ ( 31,442 ) Net deferred tax liabilities $ ( 17,175 ) $ ( 30,700 ) |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expense [Abstract] | |
Summary of General and Administrative Expenses | The Company’s general and administrative expenses were as follows: December 31, 2023 December 31, 2022 December 31, 2021 Office and general $ 15,748 $ 26,000 $ 10,091 Professional fees 13,119 12,942 12,041 Lease expense 6,441 5,302 4,523 Facility and maintenance 5,180 4,050 1,396 Salaries and wages 57,336 44,814 30,256 Share-based compensation 7,707 12,162 14,942 Sales and marketing 9,658 10,318 1,858 Total $ 115,189 $ 115,588 $ 75,107 |
Revenue, Net (Tables)
Revenue, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The Company’s disaggregated revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Retail $ 239,957 $ 184,019 87,119 Wholesale 77,371 63,810 $ 107,091 Total $ 317,328 $ 247,829 $ 194,210 |
Finance and Other Expenses (Tab
Finance and Other Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance And Other Expenses [Abstract] | |
Schedule of Finance and Other Expenses | Finance and other expenses were as follows: For the Twelve Months Ended December 31, 2023 December 31, 2022 December 31, 2021 Interest and accretion $ 35,106 $ 39,059 $ 24,989 Indemnification asset release — 3,973 4,504 Forgiveness of principal and interest on loans — — ( 1,414 ) Employee retention credits and transfer fee 2,236 ( 9,440 ) — Debt modification fees — 2,507 — Other income ( 301 ) ( 206 ) ( 230 ) Total $ 37,041 $ 35,893 $ 27,849 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Geographical Areas | The Company had non-current assets by geography of: December 31, 2023 December 31, 2022 United States $ 562,854 $ 577,750 Canada 775 1,844 Total $ 563,629 $ 579,594 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
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 December 31, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 22,241 — — $ 26,158 — — Restricted cash 3,106 — — 605 — — Purchase option derivative asset — — — — — 50 Total Assets $ 25,347 — — $ 26,763 — $ 50 Liabilities Contingent consideration payable — 2,012 4,434 — — 5,184 Derivative liability — 5,162 — — 711 — Total Liabilities $ - $ 7,174 $ 4,434 $ - $ 711 $ 5,184 |
Summary of Changes in Preferred Share Warrant Liability | The following table summarizes the changes in the derivative liability: Balance at December 31, 2021 $ 54,986 Addition on acquisition 6,756 Fair value gain on revaluation of warrants ( 59,341 ) Exercises ( 1,690 ) Balance at December 31, 2022 $ 711 Conversion option issued in 2023 private placement 3,600 Detachable warrants issued in 2023 private placement 2,216 Fair value gain on revaluation of warrants and conversion option ( 1,372 ) Effects of movements in foreign exchange 7 Balance at December 31, 2023 $ 5,162 The warrant liability is remeasured each period using the Black-Scholes Model. The Company recognized a gain on fair value of warrants of $ 1,372 , $ 59,341 , and $ 58,158 for the year ended December 31, 2023 , 2022, and 2021, respectively. |
Key Inputs and Assumptions Used in Black Scholes Simulation Model | The fair value of the Replacement Options is estimated using the Black-Scholes Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions: December 31, 2023 December 31, 2022 December 31, 2021 Volatility 77.79 % - 80.16 % 77.55 % - 77.89 % 79.05 % - 81.51 % Risk-free interest rate 2.85 % - 4.26 % 1.63 % - 3.51 % 0.90 % - 1.72 % Expected life (years) 9.78 - 10.01 9.62 - 10.01 4.57 - 10.05 Dividend yield 0.00 % 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % 23.21 % - 27.73 % |
Bifurcated Conversion Options | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key Inputs and Assumptions Used in Black Scholes Simulation Model | T he conversion option issued as a part of the June 2023 private placement (Note 12) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.65 - $ 1.81 Option exercise price $ 2.01 $ 2.01 Annual volatility 70.1 % 68.2 % - 68.3 % Annual risk-free rate 4.2 % 4.13 % - 4.25 % Expected term (in years) 2.48 2.98 - 3.00 The conversion option issued as a part of the August 2023 private placement (Note 12) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 August 2, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.41 Option exercise price $ 2.01 $ 2.01 Annual volatility 70.1 % 68.1 % Annual risk-free rate 4.2 % 4.4 % Expected term (in years) 2.59 3.00 |
Contingent Consideration Payable | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Fair Value of the Peninsula Contingent Consideration | The fair value of the Peninsula Contingent Consideration was calculated using the Black-Scholes Model. Key inputs and assumptions were as follows: December 31, 2023 June 28, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.75 Option exercise price $ 1.65 $ 1.65 Annual volatility 63.3 % 73.3 % Annual risk-free rate 4.73 % 4.88 % Expected term (in years) 0.99 1.50 |
Gage Warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary Of Warrant Liability Measured At Fair Value | The Gage warrant liability was remeasured to fair value at December 31, 2022 and expired during the fourth quarter of 2023. |
Detachable Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary Of Warrant Liability Measured At Fair Value | The detachable warrants issued as a part of the June 2023 private placement (Note 13) have been measured at fair value as of December 31, 2023. Key inputs and assumptions used in the Black-Scholes Model were as follows: December 31, 2023 June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.63 $ 1.65 - $ 1.81 Option exercise price $ 1.95 $ 1.95 Annual volatility 74.7 % 71.0 % - 71.1 % Annual risk-free rate 4.2 % 4.58 % - 4.66 % Expected term (in years) 1.48 1.98 - 2.00 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 Dispensary Facility | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Entity date of incorporation | Mar. 07, 2017 |
New Jersey | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of majority owned operation in dispensaries | Dispensary | 3 |
Number of cultivation/processing facility owned | 1 |
Maryland | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of wholly-owned operation in dispensaries | Dispensary | 4 |
Number of cultivation/processing facility owned | 1 |
Pennsylvania | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of cultivation/processing facility owned | 1 |
California | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of wholly-owned operation in dispensaries | Dispensary | 5 |
Number of cultivation/processing facility owned | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property And Equipment And Long-lived Assets Held For Sale Estimated Useful Life (Details) | Dec. 31, 2023 |
Buildings and Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 30 years |
Buildings and Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 15 years |
Machinery & Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 15 years |
Machinery & Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 5 years |
Office furniture & production equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 5 years |
Office furniture & production equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life, term | 3 years |
Right of use assets | |
Property, Plant and Equipment [Line Items] | |
Useful lives | us-gaap:UsefulLifeTermOfLeaseMember |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Reportingunit Segment Leases shares | Dec. 31, 2022 USD ($) Leases shares | Dec. 31, 2021 USD ($) shares | |
Debt Instrument [Line Items] | |||
Accumulated deficit | $ (704,162) | $ (618,260) | |
Cash and cash equivalents | 22,241 | 26,158 | |
Net loss from continuing operations | $ (82,286) | $ (299,402) | $ 15,653 |
Number of finance lease | Leases | 2 | 3 | |
Option to extend | true | ||
Option to terminate | true | ||
Lessee Finance Lease Option to Extend and Terminate | Certain leases include one or more options to renew or terminate the lease at the Company’s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purpose. | ||
Number of operating segment | Segment | 1 | ||
Number of reporting units | Reportingunit | 6 | ||
Convertible preferred stock conversion ratio | 0.001 | ||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 0 | 0 | 27,652,010 |
ASU 2021-08 | |||
Debt Instrument [Line Items] | |||
Accounting standards adoption | true | ||
Accounting standards adoption, date | Jan. 01, 2022 | ||
Accounting standards adoption, immaterial effect | false | ||
ASU 2022-03 | |||
Debt Instrument [Line Items] | |||
Accounting standards adoption, date | Jun. 30, 2022 | ||
Accounting standards early adoption | true | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Operating lease term | 26 years | ||
Finance lease term | 5 years | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Operating lease term | 1 year | ||
Finance lease term | 4 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Amortization of Estimated Useful Lives of Intangible Assets (Details) | Dec. 31, 2023 |
Brand Intangibles | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization of estimated useful lives | 3 years |
Software | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization of estimated useful lives | 5 years |
Licenses | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization of estimated useful lives | 5 years |
Licenses | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization of estimated useful lives | 30 years |
Non-Compete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets amortization of estimated useful lives | 3 years |
Consolidation (Additional Infor
Consolidation (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Aggregate gross proceeds from private placement | $ 20,822 | $ 173,477 |
TerrAscend Growth | Class A shares | ||
Noncontrolling Interest [Line Items] | ||
Aggregate gross proceeds from private placement | $ 1,000 | |
TerrAscend Growth | Class B shares | ||
Noncontrolling Interest [Line Items] | ||
Ownership Interest | 99.80% | |
Canadian Business | ||
Noncontrolling Interest [Line Items] | ||
Ownership Interest | 95% |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 28,403 | $ 14,786 |
Sales tax receivable | 408 | 277 |
Other receivables | 1,154 | 17,936 |
Provision for current expected credit losses | (10,917) | (10,556) |
Total receivables, net | $ 19,048 | $ 22,443 |
Accounts Receivable, net - Sc_2
Accounts Receivable, net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 28,403 | $ 14,786 |
Less: provision for current expected credit losses | (10,917) | (10,556) |
Total trade receivables, net | 17,486 | 4,230 |
Current | 13,799 | 4,045 |
31-90 days | 2,837 | 614 |
Over 90 days | $ 11,767 | $ 10,127 |
Accounts Receivable, net - Sc_3
Accounts Receivable, net - Schedule of Provision For Sales Returns And Allowances Related To Trade Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Beginning of the year | $ 10,556 | $ 335 |
Provision for sales returns | 14 | 324 |
Expected credit losses | 668 | 10,556 |
Write-offs charged against provision | (321) | (659) |
Total provision for current expected credit losses | $ 10,917 | $ 10,556 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Customer | Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | ||||
ERC for qualified wages | $ 14,903 | |||
Employee Retention Credits recorded in other income | 9,440 | |||
Number of customers agreed to payment plan over 90 days | Customer | 1 | |||
Bad debt expense | $ 9,941 | |||
Amount received pursuant to financing agreement | $ 12,667 | |||
Factoring interests | $ 14,903 | |||
Employee retension credits transfer fee as percentage of claim | 15% | |||
Percentage of repay of funds received plus interest accrued | 10% | |||
Proceeds from employee retention credit financing agreement | $ 13,521 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 10 Months Ended | 12 Months Ended | ||||||||
Jul. 10, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 28, 2023 USD ($) shares | Jan. 27, 2023 USD ($) | Aug. 23, 2022 USD ($) DispensaryLicense shares | Mar. 10, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Total consideration in cash | $ 750,000 | $ 7,040,000 | ||||||||
Contingent consideration payable | $ 5,184,000 | 6,446,000 | 5,184,000 | $ 12,535,000 | ||||||
AMMD | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest acquired | 100% | |||||||||
Total consideration | $ 9,631,000 | |||||||||
Total net consideration | 9,631,000 | |||||||||
Total consideration in cash | 10,000,000 | |||||||||
Cash | 10,000,000 | |||||||||
Repayments of indebtedness | 160,000 | |||||||||
Transaction expenses on behalf of seller | $ 29,000 | |||||||||
Definite-lived intangible assets amortized period | 30 years | |||||||||
Transaction cost recognized during period | 99,000 | |||||||||
Sales estimate | 12,289,000 | |||||||||
Net income (loss) estimates | 3,775,000 | |||||||||
Actual Sales | 11,610,000 | |||||||||
Net income | $ 3,531,000 | |||||||||
Transaction costs | $ 191,000 | |||||||||
Pinnacle | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 31,003,000 | |||||||||
Total net consideration | $ 31,003,000 | |||||||||
Number of common stock issued | shares | 4,803,184 | 471,681 | ||||||||
Value of common stock shares issued | $ 7,926,000 | |||||||||
Total consideration in cash | 12,327,000 | $ 750,000 | ||||||||
Cash | 12,953,000 | |||||||||
Promissory notes | 10,000,000 | |||||||||
Repayments of indebtedness | 3,913,000 | |||||||||
Contingent consideration payable | 750,000 | |||||||||
Transaction expenses on behalf of seller | $ 619,000 | |||||||||
Definite-lived intangible assets amortized period | 15 years | |||||||||
Transaction costs | $ 117,000 | |||||||||
Number of retail dispensary licenses | DispensaryLicense | 6 | |||||||||
Number of dispensary licenses currently operational | DispensaryLicense | 5 | |||||||||
Contingent consideration description | earn-out payment equal to the greater of (i) two times net revenue of Pinnacle over the period commencing April 1, 2022 and continuing through and ending on September 30, 2022, or (ii) eight times EBITDA of Pinnacle over the same period, minus $28,500 for either case. If gross margin of Pinnacle was determined to be 90% or less of the gross margin for the six-month period ended July 31, 2022, then the payment would be calculated based solely on eight times EBITDA. | |||||||||
Contingent consideration payment | $ 28,500,000 | |||||||||
Earn out consideration | $ 750,000 | |||||||||
Pinnacle | Tranche One | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 30 days | |||||||||
Pinnacle | Tranche Three | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 90 days | |||||||||
Pinnacle | Tranche Two | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Vesting period | 60 days | |||||||||
Peninsula | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest acquired | 100% | |||||||||
Total consideration | $ 15,394,000 | |||||||||
Total net consideration | $ 15,394,000 | |||||||||
Number of common stock issued | shares | 5,442,282 | |||||||||
Value of common stock shares issued | $ 7,857,000 | |||||||||
Total consideration in cash | 1,234,000 | |||||||||
Cash | 1,234,000 | |||||||||
Promissory notes | 3,646,000 | |||||||||
Loans payable | 3,646,000 | |||||||||
Financing obligations assumed | $ 7,226,000 | |||||||||
Transaction date | 18 months | |||||||||
Aggregate gross proceeds from the sales of the common shares plus the aggregate value of the remaining common shares | $ 9,000,000 | |||||||||
Bearing interest rate | 7.25% | |||||||||
Debt instrument maturity date | Jun. 28, 2026 | |||||||||
Repayments of indebtedness | $ 290,000 | |||||||||
Contingent consideration payable | 2,657,000 | |||||||||
Transaction expenses on behalf of seller | $ 33,000 | |||||||||
Definite-lived intangible assets amortized period | 30 years | |||||||||
Transaction cost recognized during period | 626,000 | |||||||||
Sales estimate | 17,791,000 | |||||||||
Net income (loss) estimates | 3,483,000 | |||||||||
Actual Sales | 11,004,000 | |||||||||
Net income | 1,708,000 | |||||||||
Blue Ridge | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest acquired | 100% | |||||||||
Total consideration | $ 6,277,000 | |||||||||
Total net consideration | 6,277,000 | |||||||||
Cash | 3,168,000 | |||||||||
Loans payable | $ 3,109,000 | |||||||||
Bearing interest rate | 7% | |||||||||
Debt instrument maturity date | Jun. 30, 2027 | |||||||||
Repayments of indebtedness | $ 707,000 | |||||||||
Transaction expenses on behalf of seller | $ 281,000 | |||||||||
Definite-lived intangible assets amortized period | 30 years | |||||||||
Transaction cost recognized during period | 401,000 | |||||||||
Sales estimate | 5,402,000 | |||||||||
Net income (loss) estimates | 993,000 | |||||||||
Actual Sales | 3,404,000 | |||||||||
Net income | 621,000 | |||||||||
Herbiculture | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity interest acquired | 100% | |||||||||
Total consideration | $ 7,710,000 | |||||||||
Total net consideration | 7,710,000 | |||||||||
Total consideration in cash | 2,776,000 | |||||||||
Cash | 2,776,000 | |||||||||
Promissory notes | 4,934,000 | |||||||||
Loans payable | $ 4,934,000 | |||||||||
Bearing interest rate | 10.50% | |||||||||
Debt instrument maturity date | Jun. 30, 2026 | |||||||||
Repayments of indebtedness | $ 1,674,000 | |||||||||
Transaction expenses on behalf of seller | $ 616,000 | |||||||||
Definite-lived intangible assets amortized period | 30 years | |||||||||
Transaction cost recognized during period | 786,000 | |||||||||
Sales estimate | 3,281,000 | |||||||||
Net income (loss) estimates | (110,000) | |||||||||
Actual Sales | 1,426,000 | |||||||||
Net income | $ 82,000 | |||||||||
Gage Growth Corp | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 329,813,000 | |||||||||
Total net consideration | $ 329,813,000 | |||||||||
Number of common stock issued | shares | 51,349,978 | |||||||||
Value of common stock shares issued | $ 242,884,000 | |||||||||
Definite-lived intangible assets amortized period | 15 years | |||||||||
Sales estimate | 66,776,000 | |||||||||
Net income (loss) estimates | (328,239,000) | |||||||||
Actual Sales | 54,260,000 | |||||||||
Net income | (319,028,000) | |||||||||
Transaction costs | 3,680,000 | 3,680,000 | ||||||||
Common share for each Gage share, received by the shareholders of Gage | $ / shares | $ 0.3001 | |||||||||
Number of common shares issued | shares | 23,988,758 | |||||||||
Number of exchangeable units issued | shares | 13,504,500 | |||||||||
Value of exchangeable units issued | $ 66,591,000 | |||||||||
Business combination replacement stock options | 4,940,364 | |||||||||
Business combination replacement stock options fair value | 13,147,000 | |||||||||
Business combination replacement warrants | 282,023 | |||||||||
Business combination replacement warrants with fair value | $ 435,000 | |||||||||
Common shares subject to legal restrictions | shares | 10,467,229 | |||||||||
Restriction discount placed on shares subject to lock-up | $ 10,323,000 | |||||||||
Business combination warrant liabilities equity with fair value | $ 6,756,000 | |||||||||
Fair value of cultivation and processing | 81,862,000 | |||||||||
Fair value of retail licenses | 44,001,000 | |||||||||
Fair value of brand intangibles | $ 77,185,000 | |||||||||
Business combination transaction and restructuring costs | $ 1,040,000 | $ 1,040,000 | ||||||||
Gage Growth Corp | No Contractual Lock-up Restrictions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued | shares | 2,496,137 | |||||||||
Gage Growth Corp | 3 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 3,117,608 | |||||||||
Gage Growth Corp | 6 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 11,828,458 | |||||||||
Gage Growth Corp | 12 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 7,519,165 | |||||||||
Gage Growth Corp | 18 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 5,012,776 | |||||||||
Gage Growth Corp | 24 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 5,012,776 | |||||||||
Gage Growth Corp | 30 Months Lock-up Restriction | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of common and exchangeable share units issued subject to contractual lock-up restrictions | shares | 2,506,338 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jul. 10, 2023 | Jun. 30, 2023 | Jun. 28, 2023 | Jan. 27, 2023 | Aug. 23, 2022 | Mar. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 106,929 | $ 90,328 | $ 90,326 | ||||||
Contingent consideration payable | $ 6,446 | $ 5,184 | $ 12,535 | ||||||
AMMD | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 20 | ||||||||
Inventory | 303 | ||||||||
Prepaid expenses | 4 | ||||||||
Operating right of use asset | 1,499 | ||||||||
Fixed assets | 416 | ||||||||
Intangible assets | 5,330 | ||||||||
Goodwill | 6,312 | ||||||||
Accounts payable and accrued liabilities | (366) | ||||||||
Deferred tax liability | (2,097) | ||||||||
Corporate income taxes payable | (291) | ||||||||
Operating lease liability | (1,499) | ||||||||
Net assets acquired | 9,631 | ||||||||
Cash | 10,000 | ||||||||
Working capital adjustment | (369) | ||||||||
Total consideration | $ 9,631 | ||||||||
Peninsula | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 217 | ||||||||
Inventory | 468 | ||||||||
Prepaid expenses | 187 | ||||||||
Operating right of use asset | 1,168 | ||||||||
Fixed assets | 70 | ||||||||
Intangible assets | 19,224 | ||||||||
Goodwill | 3,484 | ||||||||
Accounts payable and accrued liabilities | (1,030) | ||||||||
Loans payable | (7,226) | ||||||||
Operating lease liability | (1,168) | ||||||||
Net assets acquired | 15,394 | ||||||||
Cash | 1,234 | ||||||||
Common shares of TerrAscend | 7,857 | ||||||||
Loans payable | 3,646 | ||||||||
Contingent consideration payable | 2,657 | ||||||||
Total consideration | $ 15,394 | ||||||||
Blue Ridge | |||||||||
Business Acquisition [Line Items] | |||||||||
Inventory | $ 231 | ||||||||
Prepaid expenses | 113 | ||||||||
Operating right of use asset | 2,325 | ||||||||
Intangible assets | 4,799 | ||||||||
Goodwill | 4,161 | ||||||||
Other asset | 91 | ||||||||
Accounts payable and accrued liabilities | (706) | ||||||||
Deferred tax liability | (1,665) | ||||||||
Corporate income taxes payable | (154) | ||||||||
Operating lease liability | (2,325) | ||||||||
Liability on uncertain tax position | (593) | ||||||||
Net assets acquired | 6,277 | ||||||||
Cash | 3,168 | ||||||||
Loans payable | 3,109 | ||||||||
Total consideration | $ 6,277 | ||||||||
Herbiculture | |||||||||
Business Acquisition [Line Items] | |||||||||
Inventory | $ 140 | ||||||||
Prepaid expenses | 38 | ||||||||
Accounts receivable | 10 | ||||||||
Operating right of use asset | 525 | ||||||||
Fixed assets | 230 | ||||||||
Intangible assets | 3,543 | ||||||||
Goodwill | 7,334 | ||||||||
Accounts payable and accrued liabilities | (602) | ||||||||
Deferred tax liability | (1,327) | ||||||||
Corporate income taxes payable | (199) | ||||||||
Operating lease liability | (525) | ||||||||
Liability on uncertain tax position | (1,457) | ||||||||
Net assets acquired | 7,710 | ||||||||
Cash | 2,776 | ||||||||
Loans payable | 4,934 | ||||||||
Total consideration | $ 7,710 | ||||||||
Pinnacle | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 3,838 | ||||||||
Inventory | 790 | ||||||||
Prepaid expenses | 93 | ||||||||
Operating right of use asset | 404 | ||||||||
Fixed assets | 5,321 | ||||||||
Intangible assets | 18,300 | ||||||||
Goodwill | 8,945 | ||||||||
Accounts payable and accrued liabilities | (1,170) | ||||||||
Deferred tax liability | (4,387) | ||||||||
Corporate income taxes payable | (479) | ||||||||
Operating lease liability | (403) | ||||||||
Deferred revenue | (249) | ||||||||
Net assets acquired | 31,003 | ||||||||
Cash | 12,953 | ||||||||
Common shares of TerrAscend | 7,926 | ||||||||
Contingent consideration payable | 750 | ||||||||
Promissory note payable | 10,000 | ||||||||
Working capital adjustment | (626) | ||||||||
Total consideration | $ 31,003 | ||||||||
Gage Growth Corp | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash and cash equivalents | $ 23,366 | ||||||||
Inventory | 19,364 | ||||||||
Prepaid expenses | 3,154 | ||||||||
Accounts receivable | 12,382 | ||||||||
Operating right of use asset | 1,948 | ||||||||
Fixed assets | 61,987 | ||||||||
Intangible assets | 203,048 | ||||||||
Goodwill | 161,414 | ||||||||
Restricted cash | 1,350 | ||||||||
Deposits | 1,147 | ||||||||
Investments | 3,596 | ||||||||
Accounts payable and accrued liabilities | (29,164) | ||||||||
Deferred tax liability | (46,743) | ||||||||
Corporate income taxes payable | (3,822) | ||||||||
Loans payable | (60,605) | ||||||||
Operating lease liability | (1,948) | ||||||||
Finance lease liability | (763) | ||||||||
Deferred revenue | (1,187) | ||||||||
Financing obligations | (12,614) | ||||||||
Other liabilities | (6,097) | ||||||||
Net assets acquired | 329,813 | ||||||||
Common shares of TerrAscend | 309,475 | ||||||||
Fair value of other equity instruments | 13,582 | ||||||||
Fair value of warrants classified as liabilities | 6,756 | ||||||||
Total consideration | $ 329,813 |
Acquisitions - Schedule of Bala
Acquisitions - Schedule of Balances of Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | $ 5,184 | $ 12,535 | |
Amount recognized on acquisition | 2,657 | 750 | |
Payments of contingent consideration | (750) | (7,040) | |
Loss (gain) from revaluation of contingent consideration | (645) | (1,061) | $ 3,584 |
Carrying amount, Ending balance | 6,446 | 5,184 | 12,535 |
Less: current portion | (6,446) | (5,184) | |
State Flower | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 1,406 | 8,360 | |
Payments of contingent consideration | (7,040) | ||
Loss (gain) from revaluation of contingent consideration | 86 | ||
Carrying amount, Ending balance | 1,406 | 1,406 | 8,360 |
Less: current portion | (1,406) | ||
Apothecarium | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 3,028 | 3,028 | |
Carrying amount, Ending balance | 3,028 | 3,028 | 3,028 |
Less: current portion | (3,028) | ||
KCR | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 1,147 | ||
Loss (gain) from revaluation of contingent consideration | (1,147) | ||
Carrying amount, Ending balance | $ 1,147 | ||
Pinnacle | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 750 | ||
Amount recognized on acquisition | 750 | ||
Payments of contingent consideration | (750) | ||
Carrying amount, Ending balance | $ 750 | ||
Peninsula | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Amount recognized on acquisition | 2,657 | ||
Loss (gain) from revaluation of contingent consideration | (645) | ||
Carrying amount, Ending balance | 2,012 | ||
Less: current portion | $ (2,012) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 378 | $ 1,181 |
Finished goods | 18,821 | 15,280 |
Work in process | 28,451 | 26,406 |
Accessories, supplies and consumables | 4,033 | 3,468 |
Inventory, Net | $ 51,683 | $ 46,335 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 04, 2022 Product | |
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 985 | $ 9,082 | $ 4,941 | |
Pennsylvania | ||||
Inventory [Line Items] | ||||
Non-cash write downs of inventory | 1,925 | |||
Number of vape products recalled | Product | 500 | |||
Inventory Deemed Unsaleable | ||||
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 7,157 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current liabilities from discontinued operations | $ 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 | 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 | 571 | |
Current assets from discontinued operations | 571 | |
Accounts payable and accrued liabilities | 3,747 | |
Loans payable | 5,364 | |
Current liabilities from discontinued operations | 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 | |
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 | 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 | $ 86 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other expense | |||
Net loss from discontinued operations | $ (4,444) | $ (25,949) | $ (9,518) |
Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue, net | 2,700 | ||
Cost of Sales | 10,910 | ||
Gross profit | (8,210) | ||
Operating expenses: | |||
General and administrative | 900 | 4,165 | |
Amortization and depreciation | 48 | 1,310 | |
Impairment of property and equipment | 3,036 | ||
Total operating expenses | 3,984 | 5,475 | |
Loss from discontinued operations | (3,984) | (13,685) | |
Other expense | |||
Finance and other expenses | 460 | 1,692 | |
Net loss from discontinued operations | $ (4,444) | $ (15,377) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CAD ($) ft² | Dec. 31, 2022 USD ($) ft² | May 23, 2023 CAD ($) | May 23, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Facility held for sale | ft² | 67,300 | 67,300 | ||
Facility sold | $ 19,700 | $ 14,285 | ||
Building | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of asset held for sale | $ 9,099 | $ 6,998 | ||
Machinery & Equipment | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of asset held for sale | $ | $ 1,105 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total cost | $ 229,101 | $ 235,496 |
Less: accumulated depreciation | (32,886) | (19,684) |
Property and equipment, net | 196,215 | 215,812 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 6,103 | 6,512 |
Assets in Process | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 24,211 | 28,416 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 151,989 | 154,742 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 35,370 | 30,973 |
Office Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 9,066 | 7,576 |
Assets under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total cost | $ 2,362 | $ 7,277 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, capitalized borrowing costs | $ 0 | $ 0 | |
Depreciation expense | 11,517,000 | 10,043,000 | $ 6,137,000 |
Impairment of property and equipment | 2,079,000 | 1,089,000 | 312,000 |
Cost of Sales | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 8,049,000 | $ 7,611,000 | $ 5,204,000 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | $ 190,098 | $ 181,522 |
Finite lived intangible assets, Accumulated Amortization | (22,360) | (24,575) |
Finite lived intangible assets, Net Carrying Amount | 167,738 | 156,947 |
Indefinite lived intangible assets, Net Carrying Amount | 48,116 | 82,757 |
Intangible assets net, Gross Carrying Amount | 238,214 | 264,279 |
Intangible assets net, Accumulated Amortization | (22,360) | (24,575) |
Intangible assets, net | 215,854 | 239,704 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Indefinite lived intangible assets, Net Carrying Amount | 48,116 | 82,757 |
Software | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 2,050 | 1,169 |
Finite lived intangible assets, Accumulated Amortization | (720) | (569) |
Finite lived intangible assets, Net Carrying Amount | 1,330 | 600 |
Licenses | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 187,768 | 178,929 |
Finite lived intangible assets, Accumulated Amortization | (21,360) | (22,590) |
Finite lived intangible assets, Net Carrying Amount | 166,408 | 156,339 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,144 | |
Finite lived intangible assets, Accumulated Amortization | (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, Net and Go_2
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Line Items] | |||
Amortization expense | $ 8,865 | $ 12,581 | $ 6,652 |
Impairment of intangible assets | 51,303 | 140,727 | 3,633 |
Impairment of indefinite lived intangible assets | 35,785 | 19,200 | 1,400 |
Impairment of intangible assets | 15,518 | 121,527 | 2,233 |
Impairment of retail licenses | 42,065 | ||
Goodwill | 106,929 | 90,328 | 90,326 |
Impairment of goodwill | 4,690 | 170,357 | 5,007 |
Impairment of cultivation and processing licenses | 79,462 | ||
Carrying value of long-lived assets | 563,629 | 579,594 | |
Impairment of goodwill | $ (4,690) | (170,357) | (5,007) |
Weighted average amortization period | 27 years 6 months | ||
Cananda | |||
Intangible Assets [Line Items] | |||
Carrying value of long-lived assets | $ 775 | 1,844 | |
California | |||
Intangible Assets [Line Items] | |||
Impairment of intangible assets | 15,518 | ||
Carrying value of long-lived assets | 0 | ||
Retail Licenses [Member] | |||
Intangible Assets [Line Items] | |||
Carrying value of long-lived assets | 0 | ||
Customer Relationships | |||
Intangible Assets [Line Items] | |||
Impairment of intangible assets | 2,000 | ||
Gage Brand | |||
Intangible Assets [Line Items] | |||
Impairment of indefinite lived intangible assets | 34,185 | 0 | |
Gage Banner | |||
Intangible Assets [Line Items] | |||
Impairment of indefinite lived intangible assets | 1,600 | 19,200 | |
Cost of Sales | |||
Intangible Assets [Line Items] | |||
Amortization expense | $ 2,900 | $ 5,355 | $ 2,052 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 7,001 |
2025 | 6,809 |
2026 | 6,795 |
2027 | 6,714 |
2028 | $ 6,714 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Activity in Goodwill Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning Balance | $ 90,328 | $ 90,326 | |
Additions at acquisition date | 21,291 | 170,359 | |
Impairment of goodwill | (4,690) | (170,357) | $ (5,007) |
Ending Balance | $ 106,929 | $ 90,328 | $ 90,326 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule Of Impairment Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Line Items] | |||
Impairment of finite lived intangible assets | $ 15,518 | $ 121,527 | $ 2,233 |
Impairment of indefinite lived intangible assets | 35,785 | 19,200 | 1,400 |
Total impairment of intangible assets | 51,303 | 140,727 | 3,633 |
Brand Intangibles | |||
Intangible Assets [Line Items] | |||
Impairment of indefinite lived intangible assets | 35,785 | 19,200 | 1,400 |
Software | |||
Intangible Assets [Line Items] | |||
Impairment of finite lived intangible assets | 9 | ||
Licenses | |||
Intangible Assets [Line Items] | |||
Impairment of finite lived intangible assets | $ 15,518 | $ 121,527 | |
Customer Relationships | |||
Intangible Assets [Line Items] | |||
Impairment of finite lived intangible assets | 2,000 | ||
Non-Compete Agreements | |||
Intangible Assets [Line Items] | |||
Impairment of finite lived intangible assets | $ 224 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2022 |
Debt Instrument [Line Items] | |||
Principal amount | $ 35,000 | ||
Net carrying amount | $ 199,370 | $ 194,187 | |
Short-term debt | 11,849 | 9,333 | |
Current portion of long-term debt | 125,888 | 39,002 | |
Loans payable, current | 137,737 | 48,335 | |
Loans payable, non-current | 61,633 | 145,852 | |
Maryland Acquisition Loans | |||
Debt Instrument [Line Items] | |||
Principal amount | 19,873 | ||
Unamortized discount | (1,403) | ||
Net carrying amount | 18,470 | ||
Chicago Atlantic Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 24,611 | 25,000 | |
Net carrying amount | 24,611 | 25,000 | |
Ilera Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 76,927 | 115,000 | |
Deferred financing cost | (3,191) | (4,150) | |
Net carrying amount | 73,736 | 110,850 | |
Stearns Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 24,809 | ||
Deferred financing cost | (791) | ||
Net carrying amount | 24,018 | ||
Pelorus Term Loan | |||
Debt Instrument [Line Items] | |||
Principal amount | 45,478 | 45,478 | |
Deferred financing cost | (1,490) | (1,450) | |
Net carrying amount | 43,988 | 44,028 | |
Other Loans | |||
Debt Instrument [Line Items] | |||
Net carrying amount | $ 2,698 | $ 4,976 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Chicago Atlantic Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument maturity month and year | 2024-11 |
Ilera Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument maturity month and year | 2024-12 |
Stearns Loan | |
Debt Instrument [Line Items] | |
Debt instrument maturity month and year | 2024-12 |
Pelorus Term Loan | |
Debt Instrument [Line Items] | |
Debt instrument maturity month and year | 2027-09 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||||||||||||||||||||||||
Apr. 30, 2024 USD ($) | Jan. 15, 2024 USD ($) | Jan. 02, 2024 USD ($) | Oct. 30, 2023 | Oct. 03, 2023 USD ($) | Oct. 02, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jul. 10, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 29, 2023 USD ($) | Jun. 28, 2023 USD ($) | Jun. 26, 2023 USD ($) | Jun. 15, 2023 USD ($) | Jun. 08, 2023 USD ($) | Apr. 20, 2023 USD ($) | Mar. 15, 2023 USD ($) | Dec. 21, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 29, 2022 USD ($) | Nov. 11, 2022 USD ($) | Oct. 11, 2022 USD ($) | Aug. 10, 2022 USD ($) | Apr. 28, 2022 USD ($) | Dec. 18, 2020 USD ($) | Dec. 31, 2023 USD ($) PromissoryNotes | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 28, 2023 USD ($) | Mar. 10, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Total interest paid on all loan payables | $ 5,000 | $ 23,037 | $ 26,840 | $ 21,171 | |||||||||||||||||||||||||
Accrued interest | $ 3,491 | 644 | |||||||||||||||||||||||||||
Weighted average interest rate | 12.90% | ||||||||||||||||||||||||||||
Percentage of fee in the amount of outstanding principal loan balance | 1% | ||||||||||||||||||||||||||||
Face amount | 35,000 | ||||||||||||||||||||||||||||
Prepayment of term loan | $ 28,236 | $ 442 | $ 7,896 | $ 35,000 | $ 50,154 | 42,221 | 4,500 | ||||||||||||||||||||||
Interest and accretion | $ 5,000 | $ 23,037 | 26,840 | $ 21,171 | |||||||||||||||||||||||||
Percentage of prepayment price | 103.22% | ||||||||||||||||||||||||||||
Pelorus Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Face amount | $ 45,478 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 11, 2027 | ||||||||||||||||||||||||||||
Interest-only payments term | 36 months | ||||||||||||||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||||||||||||
Stearns Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Face amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 26, 2024 | ||||||||||||||||||||||||||||
Restricted cash to be released upon closing of loan | $ 5,000 | ||||||||||||||||||||||||||||
Deposit in restricted account | $ 2,500 | ||||||||||||||||||||||||||||
IHC Real Estate LP Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 15, 2024 | ||||||||||||||||||||||||||||
Note interest rate | 15% | ||||||||||||||||||||||||||||
Notes payable | $ 7,500 | ||||||||||||||||||||||||||||
Payment of notes | $ 1,000 | $ 1,500 | |||||||||||||||||||||||||||
IHC Real Estate LP Loan | Subsequent Event | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Payment of notes | $ 5,000 | ||||||||||||||||||||||||||||
Bay City Promissory Note | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jul. 30, 2024 | ||||||||||||||||||||||||||||
Note interest rate | 13% | ||||||||||||||||||||||||||||
Interest rate, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||
Promissory note issued | $ 1,430 | ||||||||||||||||||||||||||||
Class A shares | TerrAscend Growth | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Share issued | $ 1,000 | ||||||||||||||||||||||||||||
Precentage of guaranteed annual dividend | 20% | ||||||||||||||||||||||||||||
Subcription Amount Percentage | 40% | ||||||||||||||||||||||||||||
Peninsula | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2026 | ||||||||||||||||||||||||||||
Note interest rate | 7.25% | ||||||||||||||||||||||||||||
Financing obligations assumed | $ 7,226 | ||||||||||||||||||||||||||||
Promissory notes | $ 3,646 | ||||||||||||||||||||||||||||
Peninsula | Promissory note 8.25% | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2025 | ||||||||||||||||||||||||||||
Note interest rate | 8.25% | ||||||||||||||||||||||||||||
Principal and interest paid | $ 157 | ||||||||||||||||||||||||||||
Financing obligations assumed | $ 7,698 | ||||||||||||||||||||||||||||
Interest rate, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||
Monthly payments beginning date | Jul. 28, 2023 | ||||||||||||||||||||||||||||
Peninsula | promissory note 7.52% | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 28, 2026 | ||||||||||||||||||||||||||||
Note interest rate | 7.25% | ||||||||||||||||||||||||||||
Interest rate, frequency of periodic payment | twelve quarterly | ||||||||||||||||||||||||||||
Mandatory prepayment percentage | 50% | ||||||||||||||||||||||||||||
Promissory notes | $ 3,927 | ||||||||||||||||||||||||||||
Blue Ridge | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Face amount | $ 3,750 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2027 | ||||||||||||||||||||||||||||
Note interest rate | 7% | ||||||||||||||||||||||||||||
Interest rate, frequency of periodic payment | four quarterly installments of accrued interest commencing on September 30, 2023 and twelve equal quarterly installments of principal and accrued interest commencing on September 30, 2024. The remaining amount of the principal and accrued interest is due on June 30, 2027, the maturity date of the promissory note. | ||||||||||||||||||||||||||||
Herbiculture Inc | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2026 | ||||||||||||||||||||||||||||
Note interest rate | 10.50% | ||||||||||||||||||||||||||||
Promissory notes | $ 5,250 | ||||||||||||||||||||||||||||
Prime Rate | Pelorus Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, variable rate | 2.50% | ||||||||||||||||||||||||||||
Effective federal funds rate | 0.50% | ||||||||||||||||||||||||||||
Prime Rate | Stearns Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Note interest rate | 2.25% | ||||||||||||||||||||||||||||
Secured overnight financing rate (SOFR) | Pelorus Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument, variable rate | 9.50% | ||||||||||||||||||||||||||||
Amended Gage Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Remaining loan principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Chicago Atlantic Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Effective interest rate on loan | 1.50% | ||||||||||||||||||||||||||||
Prepayment fees | $ 0 | ||||||||||||||||||||||||||||
Period for prepaying loan voluntarily | 18 months | ||||||||||||||||||||||||||||
Face amount | $ 24,611 | 25,000 | |||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 01, 2024 | ||||||||||||||||||||||||||||
Percentage of principal repayments monthly | 0.40% | ||||||||||||||||||||||||||||
Incremental Term Loans | $ 30,000 | ||||||||||||||||||||||||||||
Fees paid to the lenders and third parties on modification | 1,907 | ||||||||||||||||||||||||||||
Prepayment of term loan | $ 30,000 | ||||||||||||||||||||||||||||
Remaining loan principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Paid loan amendment fee | $ 1,109 | ||||||||||||||||||||||||||||
Ilera Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Increase the amount of debt to be reduced, maximum | $ 37,000 | ||||||||||||||||||||||||||||
Face amount | $ 76,927 | $ 115,000 | |||||||||||||||||||||||||||
Prepayment of term loan | $ 1,500 | ||||||||||||||||||||||||||||
Paid loan amendment fee | $ 1,200 | ||||||||||||||||||||||||||||
Prepay principal amount | $ 5,000 | ||||||||||||||||||||||||||||
Debt instrument prepayment principal percentage | 103.22% | ||||||||||||||||||||||||||||
Percentage of prepayment price | 103.22% | 103.22% | |||||||||||||||||||||||||||
Ilera Term Loan | Subsequent Event | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Prepayment of term loan | $ 4,800 | ||||||||||||||||||||||||||||
Percentage of prepayment price | 100% | ||||||||||||||||||||||||||||
Ilera Term Loan | Scenario Forecast | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Prepayment of term loan | $ 3,200 | ||||||||||||||||||||||||||||
Percentage of prepayment price | 100% | ||||||||||||||||||||||||||||
Ilera Term Loan | Ilera | Senior Secured Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Face amount | $ 120,000 | ||||||||||||||||||||||||||||
Proceeds received to satisfy earn-out payments | 105,767 | ||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 30,000 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 17, 2024 | ||||||||||||||||||||||||||||
Note interest rate | 12.875% | ||||||||||||||||||||||||||||
Pinnacle Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Face amount | $ 10,000 | ||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2023 | ||||||||||||||||||||||||||||
Number of Promissory Notes | PromissoryNotes | 2 | ||||||||||||||||||||||||||||
Note interest rate | 6% | ||||||||||||||||||||||||||||
Gage Loans | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Nov. 30, 2022 | ||||||||||||||||||||||||||||
Senior secured term loan fair value | $ 53,857 | ||||||||||||||||||||||||||||
Promissory note acquisition date fair value | $ 4,065 | ||||||||||||||||||||||||||||
Note interest rate | 6% | ||||||||||||||||||||||||||||
Gage Loans | Promissory Note at 6% | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2024 | ||||||||||||||||||||||||||||
Minimum | Chicago Atlantic Term Loan | Prime Rate | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Credit agreement bears interest rate | 6% | ||||||||||||||||||||||||||||
Minimum | Ilera Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Optional prepayment date amended period | 18 months | ||||||||||||||||||||||||||||
Minimum | Gage Loans | Prime Rate | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Credit agreement bears interest rate | 7% | ||||||||||||||||||||||||||||
Maximum | Chicago Atlantic Term Loan | Prime Rate | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Credit agreement bears interest rate | 13% | ||||||||||||||||||||||||||||
Maximum | Ilera Term Loan | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Optional prepayment date amended period | 30 months | ||||||||||||||||||||||||||||
Maximum | Gage Loans | Prime Rate | |||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Credit agreement bears interest rate | 10.25% |
Loans payable - Summary of Stat
Loans payable - Summary of Stated maturities of Loans Payable (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 141,946 |
2025 | 7,942 |
2026 | 11,082 |
2027 | 44,483 |
2028 | 1,000 |
Long-term Debt, Total | $ 206,453 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Property | Dec. 31, 2023 USD ($) Property | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | |
Lessee Lease Description [Line Items] | |||||
Operating lease right-of-use assets | $ 43,440 | $ 43,440 | $ 29,451 | $ 43,440 | |
Lease Termination | 1,217 | (3,278) | |||
Operating lease expense | 6,098 | 5,028 | 3,986 | ||
Operating lease liability | $ 46,628 | 46,628 | 33,402 | ||
Accretion expense | 10,674 | 9,740 | 4,273 | ||
Financing obligations noncurrent | 11,198 | ||||
Cost of Sales | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease expense | $ 558 | $ 723 | $ 273 | ||
Gage Growth Corp | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease right-of-use assets | $ 10,518 | ||||
Sales-leaseback transactions number of properties | Property | 6 | 6 | |||
Derecognized Underlying Asset | $ 983 | $ 983 | 8,725 | ||
Financial obligations amount | 10,528 | ||||
Gain recognized | 1,803 | ||||
Operating lease liability | $ 10,518 | ||||
Issued promissory property note | 1,430 | $ 1,430 | |||
Accretion expense | $ (447) | ||||
Minimum | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease term | 1 year | 1 year | |||
Finance lease term | 4 months | 4 months | |||
Maximum | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease term | 26 years | 26 years | |||
Finance lease term | 5 years | 5 years |
Leases - Summary of Amounts Rec
Leases - Summary of Amounts Recognized in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases: | |||
Operating lease right-of-use assets | $ 43,440 | $ 29,451 | $ 43,440 |
Operating lease liability classified as current | 1,244 | 1,857 | |
Operating lease liability classified as non-current | 45,384 | 31,545 | |
Total operating lease liabilities | 46,628 | 33,402 | |
Finance leases: | |||
Property and equipment, net | $ 2,112 | $ 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 | $ 2,030 | $ 521 | |
Lease obligations under finance leases classified as non-current | 407 | 6,713 | |
Total finance lease obligations | $ 2,437 | $ 7,234 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (years) | ||
Operating leases | 12 years 6 months | 12 years 9 months 18 days |
Finance leases | 1 year 2 months 12 days | 6 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 11.43% | 10.69% |
Finance leases | 9.47% | 9.89% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 6,264 | $ 5,053 |
Right-of-use assets obtained in exchange for lease obligations | 16,603 | 3,097 |
Cash paid for amounts included in measurement of finance lease liabilities | $ 153 | 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 ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating, 2024 | $ 7,376 | |
Operating, 2025 | 7,398 | |
Operating, 2026 | 7,158 | |
Operating, 2027 | 7,014 | |
Operating, 2028 | 6,852 | |
Operating, Thereafter | 56,207 | |
Operating, Total lease payments | 92,005 | |
Operating, Less: interest | (45,377) | |
Operating, Total lease liabilities | 46,628 | $ 33,402 |
Finance, 2024 | 2,130 | |
Finance, 2025 | 132 | |
Finance, 2026 | 134 | |
Finance, 2027 | 136 | |
Finance, 2028 | 80 | |
Finance, Thereafter | 1 | |
Finance, Total lease payments | 2,613 | |
Finance, Less: interest | (176) | |
Finance, Total lease liabilities | 2,437 | $ 7,234 |
2024 | 9,506 | |
2025 | 7,530 | |
2026 | 7,292 | |
2027 | 7,150 | |
2028 | 6,932 | |
Thereafter | 56,208 | |
Total lease payments | 94,618 | |
Less: interest | (45,553) | |
Total lease liabilities | $ 49,065 |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 21, 2022 | |
Short-Term Debt [Line Items] | ||||
Aggregate principal amount | $ 35,000 | |||
Proceeds allocated to conversion option based on fair value | $ 3,600 | |||
Convertible debt at fair value | 6,755 | |||
Senior Unsecured Convertible Debenture | ||||
Short-Term Debt [Line Items] | ||||
Aggregate principal amount | $ 10,355 | $ 10,355 | ||
Conversion price per debenture | $ 1,000 | $ 1,000 | ||
Gross proceeds from convertible debenture | $ 10,355 | $ 10,355 | $ 10,098 | |
Debenture due period | 36 months | |||
Debenture interest rate | 9.90% | |||
Interest rate, frequency of periodic payment | semi-annual | |||
Senior Unsecured Convertible Debenture | Common Shares | ||||
Short-Term Debt [Line Items] | ||||
Conversion price per debenture | $ 2.01 | |||
Senior Unsecured Convertible Debenture | Maximum | ||||
Short-Term Debt [Line Items] | ||||
Debenture interest rate | 4.95% |
Convertible Debt - Summary Of C
Convertible Debt - Summary Of Convertible Debt Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 21, 2022 | Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Interest and accretion | $ 5,000 | $ 23,037 | $ 26,840 | $ 21,171 | ||
Senior Unsecured Convertible Debenture | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible debt proceeds, net of transaction costs | $ 10,355 | $ 10,355 | 10,098 | |||
Allocation to conversion option | (3,600) | |||||
Interest and accretion | 768 | |||||
Ending carrying amount at December 31, 2023 | $ 7,266 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 09, 2022 USD ($) shares | Dec. 09, 2022 $ / shares shares | Jan. 28, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Class Of Stock [Line Items] | |||||||
Conversion of convertible preferred shares | shares | 1,000 | ||||||
Common stock, voting rights | Holders of Common Shares are entitled to receive notice of, and to attend, all meetings of the shareholders of the Company and shall have one vote per each Common Share | ||||||
Number of vote per each common share held | Vote | 1 | ||||||
Proportionate voting share | 0.001 | ||||||
Proceeds from private placement | $ | $ 20,822 | $ 173,477 | |||||
Share issuance costs, net | $ | $ 1,643 | $ 395 | |||||
Warrants and Rights Description | Each equity unit is comprised of one Common Share and one-half of one Common Share purchase warrant. Each warrant entitles the holder to acquire one Common Share at a price of $1.95 per common share for a period of 24 months following the date of issuance. | ||||||
Loss on fair value of warrants and purchase option derivative asset | $ | $ 322 | $ 58,523 | $ 57,904 | ||||
Canopy USA Entities | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate sale of stock number of shares issued in transaction plus accrued interest | $ | $ 125,500 | ||||||
TerrAscend Entities | |||||||
Class Of Stock [Line Items] | |||||||
Common share purchase warrants | shares | 24,601,467 | ||||||
Expiration date | Dec. 31, 2032 | Dec. 31, 2032 | |||||
Private Placement Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Sale of stock price per share | $ 1.5 | ||||||
Warrant exercise price | $ 1.95 | ||||||
Warrants revauled value | $ | 1,830 | ||||||
Loss on fair value of warrants and purchase option derivative asset | $ | $ 386 | ||||||
Replacement Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Number of common shares called by each warrant | shares | 0.3001 | ||||||
Detachable Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Warrant fair value | $ | $ 2,216 | ||||||
Warrants residual value | $ | 7,655 | ||||||
Warrants Residual Value | $ | $ 7,655 | ||||||
Proportionate Voting Shares | |||||||
Class Of Stock [Line Items] | |||||||
Dividend declared | $ 0 | ||||||
Preferred stock, Voting description | Proportionate Voting Shares carry 1,000 votes per share. | ||||||
Preferred stock votes per share | $ 1,000 | ||||||
Number of common shares called by each warrant | shares | 1,000 | ||||||
Warrants exercisable for each proportionate voting share | shares | 0.001 | ||||||
Series A Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, liquidation preference | $ 2,000 | ||||||
Series B Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, liquidation preference | 2,000 | ||||||
Series C Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, liquidation preference | 3,000 | ||||||
Series D Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, liquidation preference | 3,000 | ||||||
Series A and B Convertible Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, liquidation preference | $ 2,000 | ||||||
Preferred stock, liquidation preference value | $ | $ 25,900 | ||||||
Exchangeable Shares | Canopy USA Entities | |||||||
Class Of Stock [Line Items] | |||||||
Conversion of loans to exchangeable shares | shares | 24,601,467 | 24,601,467 | |||||
Notional price per exchangeable shares | $ 5.1 | ||||||
Common Stock | Private Placement Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Shares issued | shares | 18,115,656 | 6,580,677 | 6,580,677 | 18,115,656 | |||
Sale of stock price per share | $ 9.64 | ||||||
Proceeds from private placement | $ | $ 173,477 | $ 9,476 | |||||
Warrants | Canopy USA Entities | |||||||
Class Of Stock [Line Items] | |||||||
Common share purchase warrants | shares | 22,474,130 | ||||||
Exercise price per common share | 6.07 | ||||||
Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Number of common shares called by each warrant | shares | 1 | ||||||
Maximum | TerrAscend Entities | |||||||
Class Of Stock [Line Items] | |||||||
Exercise price per common share | 17.19 | ||||||
Maximum | Replacement Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Warrant exercise price | $ 7 | ||||||
Expiration date | Jul. 02, 2025 | ||||||
Minimum | TerrAscend Entities | |||||||
Class Of Stock [Line Items] | |||||||
Exercise price per common share | $ 3.74 | ||||||
Minimum | Replacement Warrant | |||||||
Class Of Stock [Line Items] | |||||||
Warrant exercise price | $ 3.83 | ||||||
Expiration date | Oct. 06, 2022 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Outstanding Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Proportionate Voting Shares | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding, Beginning balance | 8,590,908 | 8,590,908 | ||
Number of Warrants Outstanding, Exercised | 0 | |||
Number of Warrants Outstanding, Expired | (8,590,908) | |||
Number of Warrants Outstanding, Ending balance | 8,590,908 | 8,590,908 | ||
Number of Warrants Exercisable, Beginning Balance | 8,590,908 | 8,590,908 | ||
Number of Warrants Exercisable, Ending Balance | 8,590,908 | 8,590,908 | ||
Weighted Average Exercise Price | $ 5.69 | $ 5.66 | ||
Weighted Average Exercise Price | $ 5.69 | $ 5.66 | ||
Weighted Average Remaining Life (years) | 7 months 20 days | 1 year 7 months 20 days | ||
Common Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding, Beginning balance | 23,240,330 | 30,995,473 | 40,504,098 | |
Number of Warrants Outstanding, Granted | 435,212 | |||
Number of Warrants Outstanding, Replacement warrants granted on acquisition of Gage | 282,023 | |||
Number of Warrants Outstanding, Exercised | (7,989,436) | (9,508,625) | ||
Number of Warrants Outstanding, Expired | (345,000) | (47,730) | ||
Number of Warrants Outstanding, Ending balance | 23,330,542 | 23,240,330 | 30,995,473 | 40,504,098 |
Number of Warrants Exercisable, Beginning Balance | 728,715 | 8,855,066 | 18,363,691 | |
Number of Warrants Exercisable, Granted | 435,212 | |||
Number of Warrants Exercisable, Expired | (345,000) | |||
Number of Warrants Exercisable, Ending Balance | 818,927 | 728,715 | 8,855,066 | 18,363,691 |
Weighted Average Exercise Price | $ 4.49 | $ 4.2 | $ 3.8 | |
Weighted Average Exercise Price, Granted | 1.81 | |||
Weighted Average Exercise Price, Replacement warrants granted on acquisition of Gage | 6.47 | |||
Weighted Average Exercise Price, Exercised | 2.5 | 2.6 | ||
Weighted Average Exercise Price, Expired | 3.14 | 3.61 | ||
Weighted Average Exercise Price | $ 4.56 | $ 4.49 | $ 4.2 | $ 3.8 |
Weighted Average Remaining Life (years) | 8 years 8 months 26 days | 9 years 8 months 19 days | 5 years 7 months 28 days | 5 years 4 months 2 days |
Weighted Average Remaining Life (years), Granted | 2 years 6 months | |||
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, Granted | 3,590,334 | 7,129,517 | ||
Number of Warrants Outstanding, Expired | (7,129,517) | |||
Number of Warrants Outstanding, Ending balance | 3,590,334 | 7,129,517 | ||
Number of Warrants Exercisable, Beginning Balance | 7,129,517 | |||
Number of Warrants Exercisable, Expired | (7,129,517) | |||
Number of Warrants Exercisable, Ending Balance | 7,129,517 | |||
Weighted Average Exercise Price | $ 8.66 | |||
Weighted Average Exercise Price, Granted | 1.95 | |||
Weighted Average Exercise Price | $ 1.95 | $ 8.66 | ||
Weighted Average Remaining Life (years) | 1 year 5 months 23 days | 11 months 26 days | ||
Weighted Average Remaining Life (years), Granted | 1 year 5 months 23 days | |||
Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants Outstanding, Beginning balance | 15,106 | 16,056 | 18,024 | |
Number of Warrants Outstanding, Exercised | (950) | (1,968) | ||
Number of Warrants Outstanding, Expired | (15,106) | |||
Number of Warrants Outstanding, Ending balance | 15,106 | 16,056 | 18,024 | |
Number of Warrants Exercisable, Beginning Balance | 15,106 | 16,056 | 18,024 | |
Number of Warrants Exercisable, Expired | (15,106) | |||
Number of Warrants Exercisable, Ending Balance | 15,106 | 16,056 | 18,024 | |
Weighted Average Exercise Price | $ 3,000 | $ 3,000 | $ 3,000 | |
Weighted Average Exercise Price, Expired | $ 3,000 | |||
Weighted Average Exercise Price | $ 3,000 | $ 3,000 | $ 3,000 | |
Weighted Average Remaining Life (years) | 4 months 20 days | 1 year 4 months 20 days | 2 years 4 months 20 days |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Assumptions used to Estimate Fair Value of New Warrants (Details) | 12 Months Ended | |||
Dec. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Dividend yield | 0% | 0% | 0% | |
New Warrants | ||||
Class of Stock [Line Items] | ||||
Volatility | 78.98% | |||
Risk-free interest rate | 2.87% | |||
Expected life (years) | 10 years 21 days | |||
Dividend yield | 0% |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Total Share-Based Payments Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based payments | $ 7,707 | $ 12,162 | $ 14,942 |
Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based payments | 4,424 | 9,485 | 13,988 |
Restricted Share Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share based payments | $ 3,283 | $ 2,677 | $ 954 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Mar. 10, 2022 | Nov. 19, 2019 | Mar. 08, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Replacement options issued | 4,940,364 | ||||||
Expiration period | 1 year | ||||||
Rolling percentage | 15% | ||||||
Percentage of issued and outstanding shares | 5% | ||||||
Exercisable percentage | 25% | ||||||
Shares vested on grant date | 1,596,814 | 669,478 | 40,665 | ||||
Stock options, contractual term | 4 years 8 months 26 days | 4 years 10 months 9 days | 4 years 10 months 2 days | 3 years 11 months 15 days | |||
Gage Growth Corp | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common share for each Gage share, received by the shareholders of Gage | $ 0.3001 | ||||||
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to unvested options | $ 20,427 | ||||||
Total estimated fair value of stock options vested | $ 5,552 | $ 8,352 | $ 14,840 | ||||
Unrecognized compensation cost related to unvested options, weighted average recognition period | 8 years 4 months 24 days | ||||||
Stock Options | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Stock options, contractual term | 5 years | ||||||
Stock Options | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock options, contractual term | 10 years | ||||||
Replacement Option | Gage Growth Corp | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common share for each Gage share, received by the shareholders of Gage | $ 0.3001 | ||||||
Replacement options issued | 4,940,364 | ||||||
Replacement Option | Gage Growth Corp | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Replacement Option | Gage Growth Corp | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to unvested RSUs | $ 2,475 | ||||||
Maximum number of shares | 10% | ||||||
Shares vested on grant date | 602,183 | 106,840 | |||||
RSUs | Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 6 months | 6 months | |||||
RSUs | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | 4 years |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Share-Based Payment Arrangement [Abstract] | ||||||
Number of Stock Options, Outstanding at beginning of period | 20,111,246 | 12,854,519 | 17,363,348 | |||
Number of Stock Options, Granted | 2,191,627 | 7,058,840 | 3,905,000 | |||
Replacement options granted on acquisition of Gage | 4,940,364 | |||||
Number of Stock Options, Exercised | (416,852) | (778,245) | (1,376,496) | |||
Number of Stock Options, Forfeited | (3,478,453) | (3,397,021) | [1] | (6,838,347) | [1] | |
Number of Stock Options, Expired | (2,129,188) | (567,211) | (198,986) | |||
Number of Stock Options, Outstanding at end of period | 16,278,380 | 20,111,246 | 12,854,519 | 17,363,348 | ||
Number of Stock Options, Exercisable at December 31, 2023 | 10,944,709 | |||||
Number of Stock Options, Nonvested at December 31, 2023 | 5,333,671 | |||||
Weighted average remaining contractual life (in years), Outstanding | 4 years 8 months 26 days | 4 years 10 months 9 days | 4 years 10 months 2 days | 3 years 11 months 15 days | ||
Weighted average remaining contractual life (in years), Exercisable | 2 years 11 months 12 days | |||||
Weighted average remaining contractual life (in years), Nonvested | 8 years 4 months 24 days | |||||
Weighted Average Exercise Price (per share), Outstanding at beginning of period | $ 3.63 | $ 4.85 | $ 3.49 | |||
Weighted Average Exercise Price (per share), Granted | 1.69 | 3.69 | 10.11 | |||
Weighted Average Exercise Price (per share), Replacement options granted on acquisition of Gage | 2.99 | |||||
Weighted Average Exercise Price (per share), Exercised | 0.23 | 0.62 | 3.97 | |||
Weighted Average Exercise Price (per share), Forfeited | 4.45 | 5.96 | [1] | 4.46 | [1] | |
Weighted Average Exercise Price (per share), Expired | 3.85 | 7.14 | 5.95 | |||
Weighted Average Exercise Price (per share), Outstanding at end of period | 3.35 | $ 3.63 | $ 4.85 | $ 3.49 | ||
Weighted Average Exercise Price (per share), Exercisable at December 31, 2023 | 3.42 | |||||
Weighted Average Exercise Price (per share), Nonvested at December 31, 2023 | $ 3.21 | |||||
Aggregate intrinsic value, Outstanding at beginning of period | $ 320 | $ 27,557 | $ 112,675 | |||
Aggregate intrinsic value, Outstanding at end of period | 658 | $ 320 | $ 27,557 | $ 112,675 | ||
Aggregate intrinsic value, Exercisable at December 31, 2023 | 269 | |||||
Aggregate intrinsic value, Nonvested at December 31, 2023 | $ 389 | |||||
[1] For stock options forfeited, represent 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Exercised | $ 558 | $ 1,355 | $ 6,667 |
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) | 12 Months Ended | |||
Mar. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility minimum | 77.79% | 77.55% | 79.05% | |
Volatility maximum | 80.16% | 77.89% | 81.51% | |
Risk-free interest rate minimum | 2.85% | 1.63% | 0.90% | |
Risk-free interest rate maximum | 4.26% | 3.51% | 1.72% | |
Dividend yield | 0% | 0% | 0% | |
Forfeiture rate | 26.11% | 26.11% | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (years) | 9 years 9 months 10 days | 9 years 7 months 13 days | 4 years 6 months 25 days | |
Forfeiture rate | 23.21% | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (years) | 10 years 3 days | 10 years 3 days | 10 years 18 days | |
Forfeiture rate | 27.73% | |||
Gage Growth Corp | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility minimum | 55% | |||
Volatility maximum | 80% | |||
Risk-free interest rate minimum | 1.22% | |||
Risk-free interest rate maximum | 1.94% | |||
Dividend yield | 0% | |||
Gage Growth Corp | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (years) | 1 year | |||
Gage Growth Corp | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (years) | 5 years |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Activities for Unvested RSUs (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RSUs, Outstanding at beginning of period | 415,640 | 192,171 | 122,311 |
Number of RSUs, Granted | 2,387,275 | 1,176,397 | 174,408 |
Number of RSUs, Vested | (1,596,814) | (669,478) | (40,665) |
Number of RSUs, Forfeited | (127,517) | (283,450) | (63,883) |
Number of RSUs, Outstanding at end of period | 1,078,584 | 415,640 | 192,171 |
Number of RSUs, Outstanding at beginning of period | 13,050 | 13,294 | 33,733 |
Number of RSUs, Outstanding at ending of period | 13,050 | 13,294 | |
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of RSUs, Vested | (602,183) | (106,840) |
Non-controlling interest (Addit
Non-controlling interest (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 7,500 | $ 48,878 |
New Jersey Partnership | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 1,323 | |
Additional Paid In Capital | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (6,177) | $ 47,472 |
Additional Paid In Capital | New Jersey Partnership | ||
Noncontrolling Interest [Line Items] | ||
Total consideration | $ 7,500 |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Ownership in Minority Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Opening carrying amount balance | $ 2,374 | $ 5,367 | |
Capital contributions received | (11,622) | (7,550) | |
Acquisition of non-controlling interest | (7,500) | $ (48,878) | |
Net income attributable to non-controlling interest | 8,815 | 4,557 | |
Ending carrying amount balance | (1,756) | $ 2,374 | $ 5,367 |
IHC Real Estate LP | Pennsylvania | |||
Noncontrolling Interest [Line Items] | |||
Acquisition of non-controlling interest | $ (1,323) |
Related Parties - Additional In
Related Parties - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Units $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Proceeds from private placement | $ 20,822 | $ 173,477 | |
Insider Participation | |||
Related Party Transaction [Line Items] | |||
Proceeds from private placement | 3,239 | ||
Related Party | |||
Related Party Transaction [Line Items] | |||
Loan principal balance | 159 | $ 250 | |
Gage Growth Corp | |||
Related Party Transaction [Line Items] | |||
Restriction discount | 10,323 | ||
Gage Growth Corp | Jason wild and affiliates | |||
Related Party Transaction [Line Items] | |||
Value of interests of funds controlled by related party | $ 51,614 | ||
Number of Warrants Issued | shares | 7,129,517 | ||
Restriction discount | $ 10,323 | ||
Consideration for warrant | $ / shares | $ 0.95 | ||
Gage Growth Corp | Director | |||
Related Party Transaction [Line Items] | |||
Value of interests of funds controlled by related party | $ 234 | ||
Gage Growth Corp | Subordinate Voting Shares [Member] | Jason wild and affiliates | |||
Related Party Transaction [Line Items] | |||
Common stock, shares, issued | shares | 10,467,229 | ||
Gage Growth Corp | Subordinate Voting Shares [Member] | Director | |||
Related Party Transaction [Line Items] | |||
Common stock, shares, issued | shares | 40,213 | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Debentures | $ 2,000 | ||
Number of units | Units | 825,734 | ||
Private Placement | First Tranche | |||
Related Party Transaction [Line Items] | |||
Proceeds from private placement | $ 1,200 | ||
Number of units | Units | 800,002 | ||
RSUs | Gage Growth Corp | Director | |||
Related Party Transaction [Line Items] | |||
Common stock, shares, issued | shares | 6,683 |
Income Taxes - Summary of Domes
Income Taxes - Summary of Domestic and Foreign Components of (Loss) Income from Continuing Operations before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (45,490) | $ (337,019) | $ 15,513 |
Foreign | (13,343) | 26,834 | 29,017 |
Income (loss) before income taxes | $ (58,833) | $ (310,185) | $ 44,530 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 30,727 | $ 21,692 | $ 21,522 |
State | 11,279 | 2,718 | 8,600 |
Foreign | 62 | 106 | |
Total Current | 42,068 | 24,516 | 30,122 |
Deferred: | |||
Federal | (13,363) | (29,297) | (1,353) |
State | (5,271) | (6,002) | 108 |
Foreign | 19 | ||
Total Deferred | (18,615) | (35,299) | (1,245) |
Total Income Tax Provision | $ 23,453 | $ (10,783) | $ 28,877 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation the Expected Statutory Federal Income Tax to the Actual Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amount | |||
Net (loss) income before taxes | $ (58,833) | $ (310,185) | $ 44,530 |
Expected income benefit at statutory tax rate | (12,355) | (65,139) | |
IRC 280E adjustment | 31,960 | 28,607 | |
Return to provision true-up | 5,342 | (7,359) | |
Impairment of goodwill and intangible assets | 985 | 35,775 | |
Changes in unrecognized tax benefits | 3,041 | 10,662 | |
Extinguishment of debt | 173 | (8,239) | |
Share based compensation | 1,619 | 2,554 | |
Changes in valuation allowance | 155 | 19,146 | |
U.S. state income taxes | (2,218) | (7,067) | |
Revaluation of equity/warrants | (68) | (12,290) | |
Revaluation of contingent consideration | (136) | (223) | |
Other | (4,632) | (4,699) | |
Total Income Tax Provision | $ 23,453 | $ (10,783) | $ 28,877 |
Percent | |||
Expected income benefit at statutory tax rate | 21% | 21% | |
IRC 280E adjustment | (54.30%) | (9.20%) | |
Return to provision true-up | (9.10%) | 2.40% | |
Impairment of goodwill and intangible assets | (1.70%) | (11.50%) | |
Changes in unrecognized tax benefits | (5.20%) | (3.40%) | |
Extinguishment of Debt | (0.30%) | 2.70% | |
Share based compensation | (2.80%) | (0.80%) | |
Change in valuation allowance | (0.30%) | (6.20%) | |
U.S. state income taxes | 3.80% | 2.30% | |
Revaluation of equity/warrants | 0.10% | 4% | |
Revaluation of contingent consideration | 0.20% | 0.10% | |
Other | 7.90% | 1.50% | |
Actual income tax provision | (39.90%) | 3.50% | |
Canada | |||
Amount | |||
Foreign income taxes at different statutory rates | $ (413) | $ (2,511) | |
Percent | |||
Foreign income taxes at different statutory rates | 0.70% | 0.80% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | |||
U.S. Federal tax rate | 21% | 21% | |
Interest and penalties accrued | $ 3,100 | $ 2,170 | |
Unrecognized tax benefits | 84,485 | 18,883 | $ 9,318 |
Unrecognized tax benefits that, if recognized, would affect the effective tax rate | 77,084 | 13,223 | |
Unrecognized tax benefits that, if recognized, would result in adjustments to other tax accounts | 9,429 | $ 6,758 | |
Indemnification asset | 91 | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 4,637 | ||
Domestic | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryovers | 21,473 | ||
Foreign | Canada | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryovers | 155,436 | ||
Foreign | Canada | Earliest Tax Year [Member] | |||
Income Tax Examination [Line Items] | |||
Net operating loss carryovers | 547 | ||
Other Long Term Liabilites | |||
Income Tax Examination [Line Items] | |||
Unrecognized tax benefits | $ 61,812 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 18,883 | $ 9,318 |
Increases based on tax positions related to current periods | 37,337 | 2,872 |
Increase (decrease) based on tax positions related to prior periods | 30,250 | 8,655 |
Decreases related to settlements with taxing authorities | (1,985) | (1,962) |
Balance at end of year | $ 84,485 | $ 18,883 |
Income Taxes - Summary of Princ
Income Taxes - Summary of Principal Component of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating losses | $ 50,440 | $ 42,022 |
Reserves | 286 | 2,837 |
Share issuance costs | 1,039 | |
Property and equipment | 4,689 | |
Intangible assets | 5,267 | 3,768 |
Other | 13,402 | 8,700 |
Total deferred tax assets | 70,434 | 62,016 |
Valuation allowance | (62,608) | (61,274) |
Net deferred tax assets | 7,826 | 742 |
Deferred tax liabilities | ||
Intangible assets | (24,949) | (31,442) |
Property and equipment | (52) | |
Total deferred tax liabilities | (25,001) | (31,442) |
Net deferred tax liabilities | $ (17,175) | $ (30,700) |
General and Administrative Ex_3
General and Administrative Expenses - Summary of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and Administrative Expense [Abstract] | |||
Office and general | $ 15,748 | $ 26,000 | $ 10,091 |
Professional fees | 13,119 | 12,942 | 12,041 |
Lease expense | 6,441 | 5,302 | 4,523 |
Facility and maintenance | 5,180 | 4,050 | 1,396 |
Salaries and wages | 57,336 | 44,814 | 30,256 |
Share-based compensation | 7,707 | 12,162 | 14,942 |
Sales and marketing | 9,658 | 10,318 | 1,858 |
Total | $ 115,189 | $ 115,588 | $ 75,107 |
Revenue, Net - Summary of Disag
Revenue, Net - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 317,328 | $ 247,829 | $ 194,210 |
Wholesale | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 77,371 | 63,810 | 107,091 |
Retail | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 239,957 | $ 184,019 | $ 87,119 |
Revenue, Net - Additional Infor
Revenue, Net - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 Customer | Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 Customer | |
Revenue from Contract with Customer [Abstract] | |||
Number of customers accounting more than 10% of revenue | Customer | 0 | 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance And Other Expenses [Abstract] | |||
Interest and accretion | $ 35,106 | $ 39,059 | $ 24,989 |
Indemnification asset release | 3,973 | 4,504 | |
Forgiveness of principal and interest on loans | (1,414) | ||
Employee retention credits and transfer fee | 2,236 | (9,440) | |
Debt modification fees | 2,507 | ||
Other income | (301) | (206) | (230) |
Total | $ 37,041 | $ 35,893 | $ 27,849 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Net revenue | $ 317,328 | $ 247,829 | $ 194,210 |
Cananda | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 925 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 317,328 | $ 247,829 | $ 194,210 |
Non-current assets | 563,629 | 579,594 | |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Non-current assets | 562,854 | 577,750 | |
Cananda | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 925 | ||
Non-current assets | $ 775 | $ 1,844 |
Capital Management - Additional
Capital Management - Additional Information (Details) - USD ($) $ in Thousands | Nov. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2022 |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 35,000 | |||
Loans payable | $ 199,370 | $ 194,187 | ||
Ilera Term Loan | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 76,927 | 115,000 | ||
Loans payable | $ 73,736 | $ 110,850 | ||
Prepay principal amount | $ 5,000 | |||
Debt instrument prepayment principal percentage | 103.22% |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration payable | $ 6,446 | $ 5,184 | $ 12,535 |
Derivative liability | 5,162 | 711 | $ 54,986 |
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 22,241 | 26,158 | |
Restricted cash | 3,106 | 605 | |
Total Assets | 25,347 | 26,763 | |
Fair Value, Measurements, Recurring | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration payable | 2,012 | ||
Derivative liability | $ 5,162 | $ 711 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Total Liabilities | $ 7,174 | $ 711 | |
Fair Value, Measurements, Recurring | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Purchase option derivative asset | $ 50 | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Total Assets | $ 50 | ||
Contingent consideration payable | $ 4,434 | 5,184 | |
Total Liabilities | $ 4,434 | $ 5,184 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Customer | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Financial Instruments And Risk Management [Line Items] | |||
Fair value assets transfers between levels of hierarchy | $ 0 | $ 0 | |
(Gain) loss from revaluation of contingent consideration | (645,000) | (1,061,000) | $ 3,584,000 |
Included in (gain) loss on fair value of warrants | $ (1,372,000) | $ (59,341,000) | $ (58,158,000) |
Foreign currency fluctuating percentage | 10% | ||
Interest rate risk | Secured overnight financing rate (SOFR) | |||
Financial Instruments And Risk Management [Line Items] | |||
Change in interest expense amount due to change in interest rates | $ 1,272,000 | ||
Interest rate risk fluctuating percentage | 10% | ||
Customer Concentration Risk | Accounts Receivable | |||
Financial Instruments And Risk Management [Line Items] | |||
Number of customers | Customer | 0 | ||
Concentration risk description | no customers whose balance is greater than 10% of total trade receivables as of December 31, 2023. | ||
Minimum | Interest rate risk | |||
Financial Instruments And Risk Management [Line Items] | |||
Loans payable fixed interest rate | 7% | ||
Maximum | Interest rate risk | |||
Financial Instruments And Risk Management [Line Items] | |||
Loans payable fixed interest rate | 15% |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Summary of Changes in Preferred Share Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||
Balance | $ 711 | $ 54,986 | |
Addition on acquisition | 6,756 | ||
Fair value gain on revaluation of warrants | (59,341) | ||
Included in (gain) loss on fair value of warrants | (1,372) | (59,341) | $ (58,158) |
Exercises | (1,690) | ||
Conversion option issued in 2023 private placement | 3,600 | ||
Detachable warrants issued in 2023 private placement | 2,216 | ||
Fair value gain on revaluation of warrants and conversion option | (1,372) | ||
Effects of movements in foreign exchange | 7 | ||
Balance | $ 5,162 | $ 711 | $ 54,986 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Key Inputs and Assumptions Used in Black Scholes Simulation Model (Details) | 6 Months Ended | 12 Months Ended | ||||
Aug. 02, 2023 $ / shares | Jun. 28, 2023 $ / shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Annual volatility, minimum | 77.79% | 77.55% | 79.05% | |||
Annual volatility, maximum | 80.16% | 77.89% | 81.51% | |||
Annual risk-free rate, minimum | 2.85% | 1.63% | 0.90% | |||
Annual risk-free rate, maximum | 4.26% | 3.51% | 1.72% | |||
Maximum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Expected term (in years) | 10 years 3 days | 10 years 3 days | 10 years 18 days | |||
Minimum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Expected term (in years) | 9 years 9 months 10 days | 9 years 7 months 13 days | 4 years 6 months 25 days | |||
Contingent Consideration Payable | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ 1.75 | $ 1.63 | ||||
Option exercise price | $ 1.65 | $ 1.65 | ||||
Annual volatility | 73.30% | 63.30% | ||||
Annual risk-free rate | 4.88% | 4.73% | ||||
Expected term (in years) | 1 year 6 months | 11 months 26 days | ||||
Private Placement Warrant | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Warrant exercise price | $ 1.95 | |||||
Detachable Warrants | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ | 1.63 | |||||
Option exercise price | $ 1.95 | $ 1.95 | ||||
Annual volatility | 74.70% | |||||
Annual volatility, minimum | 71% | |||||
Annual volatility, maximum | 71.10% | |||||
Annual risk-free rate | 4.20% | |||||
Annual risk-free rate, minimum | 4.58% | |||||
Annual risk-free rate, maximum | 4.66% | |||||
Expected term (in years) | 1 year 5 months 23 days | |||||
Detachable Warrants | Maximum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ | 1.81 | |||||
Expected term (in years) | 2 years | |||||
Detachable Warrants | Minimum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ | 1.65 | |||||
Expected term (in years) | 1 year 11 months 23 days | |||||
June 2023 Private Placement | Bifurcated Conversion Options | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ 1.63 | |||||
Option exercise price | $ 2.01 | $ 2.01 | ||||
Annual volatility | 70.10% | |||||
Annual volatility, minimum | 68.20% | |||||
Annual volatility, maximum | 68.30% | |||||
Annual risk-free rate | 4.20% | |||||
Annual risk-free rate, minimum | 4.13% | |||||
Annual risk-free rate, maximum | 4.25% | |||||
Expected term (in years) | 2 years 5 months 23 days | |||||
June 2023 Private Placement | Bifurcated Conversion Options | Maximum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ 1.81 | |||||
Expected term (in years) | 3 years | |||||
June 2023 Private Placement | Bifurcated Conversion Options | Minimum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ 1.65 | |||||
Expected term (in years) | 2 years 11 months 23 days | |||||
August 2023 Private Placement | Bifurcated Conversion Options | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Common Stock Price of TerrAscend Corp. | $ 1.41 | $ 1.63 | ||||
Option exercise price | $ 2.01 | $ 2.01 | ||||
Annual volatility | 68.10% | 70.10% | ||||
Annual risk-free rate | 4.40% | 4.20% | ||||
Expected term (in years) | 3 years | 2 years 7 months 2 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Aug. 09, 2023 USD ($) |
AEY Capital LLC | |
Loss Contingencies [Line Items] | |
Loss contingency, amount of damages sought | $ 14,969 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||||||
Jan. 19, 2024 USD ($) Dispensary shares | Jan. 15, 2024 USD ($) | Jan. 02, 2024 USD ($) | Oct. 02, 2023 USD ($) | Jun. 29, 2023 USD ($) | Jun. 15, 2023 USD ($) | Jun. 08, 2023 USD ($) | Mar. 15, 2023 USD ($) | Dec. 21, 2022 | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Subsequent Event [Line Items] | ||||||||||||
Prepayment of term loan | $ 28,236 | $ 442 | $ 7,896 | $ 35,000 | $ 50,154 | $ 42,221 | $ 4,500 | |||||
Percentage of prepayment price | 103.22% | |||||||||||
Payments of contingent consideration | $ 750 | $ 7,040 | ||||||||||
Common Shares | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares, acquired | shares | 5,913,963 | 56,812,852 | 3,464,870 | |||||||||
Ilera Term Loan | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment of term loan | $ 1,500 | |||||||||||
Percentage of prepayment price | 103.22% | 103.22% | ||||||||||
Subsequent Event | Ilera Term Loan | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Prepayment of term loan | $ 4,800 | |||||||||||
Percentage of prepayment price | 100% | |||||||||||
Subsequent Event | State Flower | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Equity interest acquired | 50.10% | |||||||||||
Payments of contingent consideration | $ 250 | |||||||||||
Subsequent Event | State Flower | Common Shares | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares, acquired | shares | 782,539 | |||||||||||
Subsequent Event | Apothecarium | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Equity interest acquired | 50.10% | |||||||||||
Subsequent Event | Apothecarium | Common Shares | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares, acquired | shares | 2,105,550 | |||||||||||
Subsequent Event | Promissory Notes | IHC Real Estate LP | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment of notes | $ 5,000 | |||||||||||
Subsequent Event | California | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of apothecarium dispensaries acquired | Dispensary | 3 |