Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | TERRASCEND CORP. | |
Entity Central Index Key | 0001778129 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 291,513,055 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 021-340690 | |
Entity Incorporation, State or Country Code | A6 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 77 City Centre Drive | |
Entity Address, Address Line Two | Suite 501 - East Tower | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L5B 1M5 | |
City Area Code | 717 | |
Local Phone Number | 610-4165 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 27,378 | $ 22,241 |
Restricted cash | 3,113 | 3,106 |
Accounts receivable, net | 16,799 | 19,048 |
Investments | 1,737 | 1,913 |
Inventory | 51,009 | 51,683 |
Prepaid expenses and other current assets | 4,771 | 4,898 |
Total current assets | 104,807 | 102,889 |
Non-current assets | ||
Property and equipment, net | 193,340 | 196,215 |
Deposits | 284 | 337 |
Operating lease right of use assets | 41,645 | 43,440 |
Intangible assets, net | 212,515 | 215,854 |
Goodwill | 106,929 | 106,929 |
Other non-current assets | 724 | 854 |
Total non-current assets | 555,437 | 563,629 |
Total assets | 660,244 | 666,518 |
Current liabilities | ||
Accounts payable and accrued liabilities | 46,918 | 49,897 |
Deferred revenue | 4,699 | 4,154 |
Loans payable, current | 15,946 | 137,737 |
Contingent consideration payable, current | 2,632 | 6,446 |
Operating lease liability, current | 2,330 | 1,244 |
Derivative liability, current | 899 | 0 |
Lease obligations under finance leases, current | 93 | 2,030 |
Corporate income tax payable | 3,184 | 4,775 |
Other current liabilities | 756 | 717 |
Total current liabilities | 77,457 | 207,000 |
Non-current liabilities | ||
Loans payable, non-current | 171,926 | 61,633 |
Operating lease liability, non-current | 42,654 | 45,384 |
Lease obligations under finance leases, non-current | 2,140 | 407 |
Derivative liability, non-current | 2,253 | 5,162 |
Convertible debt | 8,126 | 7,266 |
Deferred income tax liability | 16,760 | 17,175 |
Contingent consideration payable, non-current | 2,109 | |
Liability on uncertain tax position and other long term liabilities | 110,673 | 81,751 |
Total non-current liabilities | 356,641 | 218,778 |
Total liabilities | 434,098 | 425,778 |
Commitments and contingencies | ||
Share Capital | ||
Common shares, no par value, unlimited shares authorized; 291,507,430 and 288,327,497 shares outstanding as of June 30, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid in capital | 945,797 | 944,859 |
Accumulated other comprehensive income | 2,457 | 1,799 |
Accumulated deficit | (723,590) | (704,162) |
Non-controlling interest | 1,482 | (1,756) |
Total shareholders' equity | 226,146 | 240,740 |
Total liabilities and shareholders' equity | 660,244 | 666,518 |
Series A Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series B Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series C Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series D Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Proportionate Voting Shares | ||
Share Capital | ||
Preferred stock | ||
Exchangeable Shares | ||
Share Capital | ||
Preferred stock |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Common stock, par value | ||
Common stock, shares authorized, unlimited | Unlimited | |
Common stock, shares, outstanding | 291,507,430 | 288,327,497 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 12,350 | 12,350 |
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 | 63,492,038 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue, net | $ 77,523 | $ 72,124 | $ 158,156 | $ 141,522 |
Cost of sales | 39,840 | 35,898 | 81,742 | 71,396 |
Gross profit | 37,683 | 36,226 | 76,414 | 70,126 |
Operating expenses: | ||||
General and administrative | 24,060 | 30,476 | 52,068 | 58,206 |
Amortization and depreciation | 2,190 | 2,242 | 4,405 | 4,271 |
Impairment of property and equipment and right of use assets | 2,438 | 28 | ||
Other operating (income) expense | (1,186) | 10 | (1,186) | 317 |
Total operating expenses | 25,064 | 32,728 | 57,725 | 62,822 |
Income from operations | 12,619 | 3,498 | 18,689 | 7,304 |
Other expense (income) | ||||
Loss from revaluation of contingent consideration | 1,827 | 3,220 | ||
Gain on fair value of derivative liabilities and purchase option derivative assets | (2,922) | (215) | (1,939) | (653) |
Finance and other expenses | 8,891 | 8,171 | 17,480 | 18,258 |
Transaction and restructuring costs | 389 | 392 | ||
Unrealized and realized foreign exchange loss (gain) | 104 | (101) | 389 | (132) |
Unrealized and realized loss on investments | 227 | 1,661 | 227 | 2,360 |
Income (loss) from continuing operations before provision for income taxes | 4,492 | (6,407) | (688) | (12,921) |
Provision for income taxes | 10,729 | 6,448 | 20,400 | 19,112 |
Net loss from continuing operations | (6,237) | (12,855) | (21,088) | (32,033) |
Discontinued operations: | ||||
Loss from discontinued operations, net of tax | (621) | (4,212) | ||
Net loss | (6,237) | (13,476) | (21,088) | (36,245) |
Foreign currency translation adjustment | (260) | 408 | (658) | 755 |
Comprehensive loss | (5,977) | (13,884) | (20,430) | (37,000) |
Net loss from continuing operations attributable to: | ||||
Common and proportionate Shareholders of the Company | (8,180) | (14,998) | (25,235) | (36,362) |
Non-controlling interests | 1,943 | 2,143 | 4,147 | 4,329 |
Comprehensive loss attributable to: | ||||
Common and proportionate Shareholders of the Company | (7,920) | (16,027) | (24,577) | (41,329) |
Non-controlling interests | $ 1,943 | $ 2,143 | $ 4,147 | $ 4,329 |
Net loss per share - basic: | ||||
Continuing operations | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.13) |
Discontinued operations | (0.02) | |||
Net loss per share - basic | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.15) |
Weighted average number of outstanding common shares | 291,488,661 | 275,186,279 | 291,053,614 | 271,223,233 |
Net loss per share - diluted: | ||||
Continuing operations | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.13) |
Discontinued operations | (0.02) | |||
Net loss per share - diluted | $ (0.03) | $ (0.05) | $ (0.09) | $ (0.15) |
Weighted average number of outstanding common shares, assuming dilution | 291,488,661 | 275,186,279 | 291,053,614 | 271,223,233 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Private placement | Common Stock | Common Stock Private placement | Exchangeable Shares | Preferred Stock Series A Convertible Preferred Stock | Preferred Stock Series B 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, 2022 | $ 321,171 | $ 934,972 | $ 2,085 | $ (618,260) | $ 2,374 | |||||||||
Balance, shares at Dec. 31, 2022 | 259,624,531 | 76,996,538 | 12,608 | 600 | 349,829,273 | |||||||||
Shares issued - stock options, warrant and RSU exercises | 81 | 81 | ||||||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 392,846 | 392,846 | ||||||||||||
Shares, options and warrants issued - acquisitions | 743 | 743 | ||||||||||||
Shares, options and warrants issued - acquisitions, shares | 471,681 | 471,681 | ||||||||||||
Shares, options and warrants issued - legal settlement | 593 | 593 | ||||||||||||
Shares, options and warrants issued - legal settlement, shares | 402,185 | 402,185 | ||||||||||||
Shares issued - conversion, shares | 13,762,500 | (13,504,500) | (258) | |||||||||||
Share-based compensation expense | 1,713 | 1,713 | ||||||||||||
Options and warrants expired/forfeited | (1,698) | 1,698 | ||||||||||||
Capital distributions | (1,884) | (1,884) | ||||||||||||
Net loss for the period | (22,769) | (24,955) | 2,186 | |||||||||||
Foreign currency translation adjustment | (347) | (347) | ||||||||||||
Balance at Mar. 31, 2023 | 299,301 | 936,404 | 1,738 | (641,517) | 2,676 | |||||||||
Balance, shares at Mar. 31, 2023 | 274,653,743 | 63,492,038 | 12,350 | 600 | 351,095,985 | |||||||||
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 | |||||||||
Net loss for the period | (36,245) | |||||||||||||
Balance at Jun. 30, 2023 | 295,599 | 945,926 | 1,330 | (653,623) | 1,966 | |||||||||
Balance, shares at Jun. 30, 2023 | 286,807,780 | 63,492,038 | 12,350 | 600 | 363,250,022 | |||||||||
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 | |||||||||
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 | |||||||||
Balance at Mar. 31, 2023 | 299,301 | 936,404 | 1,738 | (641,517) | 2,676 | |||||||||
Balance, shares at Mar. 31, 2023 | 274,653,743 | 63,492,038 | 12,350 | 600 | 351,095,985 | |||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 1,078 | 1,078 | ||||||||||||
Shares, options and warrants issued - acquisitions | 9,524 | 9,524 | ||||||||||||
Shares, options and warrants issued - acquisitions, shares | 5,442,282 | 5,442,282 | ||||||||||||
Shares, options and warrants issued - legal settlement | 201 | 201 | ||||||||||||
Shares, options and warrants issued - legal settlement, shares | 130,000 | 130,000 | ||||||||||||
Share issued | $ 7,507 | $ 7,507 | ||||||||||||
Share issued, Shares | 6,580,677 | 6,580,677 | ||||||||||||
Share-based compensation expense | 1,981 | 1,981 | ||||||||||||
Options and warrants expired/forfeited | (3,514) | 3,514 | ||||||||||||
Capital distributions | (1,531) | (1,531) | ||||||||||||
Acquisition of non-controlling interest | (7,500) | (6,177) | (1,323) | |||||||||||
Net loss for the period | (13,476) | (15,620) | 2,144 | |||||||||||
Foreign currency translation adjustment | (408) | (408) | ||||||||||||
Balance at Jun. 30, 2023 | 295,599 | 945,926 | 1,330 | (653,623) | 1,966 | |||||||||
Balance, shares at Jun. 30, 2023 | 286,807,780 | 63,492,038 | 12,350 | 600 | 363,250,022 | |||||||||
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 | |||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 69,229 | 69,229 | ||||||||||||
Share-based compensation expense | 1,485 | 1,485 | ||||||||||||
Options and warrants expired/forfeited | (3,819) | 3,819 | ||||||||||||
Capital distributions | (337) | (337) | ||||||||||||
Acquisition of non-controlling interest, Shares | 2,888,088 | 2,888,088 | ||||||||||||
Acquisition of non-controlling interest | 4,674 | 3,300 | 1,374 | |||||||||||
Net loss for the period | (14,851) | (17,055) | 2,204 | |||||||||||
Foreign currency translation adjustment | $ 398 | 398 | ||||||||||||
Balance at Mar. 31, 2024 | 945,825 | 2,197 | (717,398) | 1,485 | ||||||||||
Balance, shares at Mar. 31, 2024 | 232,109 | 291,284,814 | 63,492,038 | 12,350 | 600 | 367,727,056 | ||||||||
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 | |||||||||
Net loss for the period | (21,088) | |||||||||||||
Balance at Jun. 30, 2024 | $ 226,146 | 945,797 | 2,457 | (723,590) | 1,482 | |||||||||
Balance, shares at Jun. 30, 2024 | 291,507,430 | 63,492,038 | 12,350 | 600 | 367,949,672 | |||||||||
Balance at Mar. 31, 2024 | 945,825 | 2,197 | (717,398) | 1,485 | ||||||||||
Balance, shares at Mar. 31, 2024 | 232,109 | 291,284,814 | 63,492,038 | 12,350 | 600 | 367,727,056 | ||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 222,616 | 222,616 | ||||||||||||
Share-based compensation expense | $ 1,960 | 1,960 | ||||||||||||
Options and warrants expired/forfeited | (1,988) | 1,988 | ||||||||||||
Capital distributions | (1,946) | (1,946) | ||||||||||||
Net loss for the period | (6,237) | (8,180) | 1,943 | |||||||||||
Foreign currency translation adjustment | 260 | 260 | ||||||||||||
Balance at Jun. 30, 2024 | $ 226,146 | $ 945,797 | $ 2,457 | $ (723,590) | $ 1,482 | |||||||||
Balance, shares at Jun. 30, 2024 | 291,507,430 | 63,492,038 | 12,350 | 600 | 367,949,672 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss from continuing operations | $ (21,088) | $ (32,033) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Non-cash adjustments of inventory | 1,081 | |
Accretion expense | 8,375 | 5,673 |
Depreciation of property and equipment and amortization of intangible assets | 9,993 | 9,761 |
Amortization of operating right-of-use assets | 1,481 | 932 |
Share-based compensation | 3,446 | 3,694 |
Deferred income tax (recovery) expense | (415) | 815 |
Gain on fair value of derivative liabilities and purchase option derivative assets | (1,939) | (653) |
Gain on disposal of fixed assets | (17) | 345 |
Unrealized and realized loss on investments | 227 | 2,410 |
Loss from revaluation of contingent consideration | 3,220 | |
Impairment of property and equipment and right of use assets | 2,438 | |
Gain on lease termination | (1,169) | |
Bad debt recovery | (1,307) | (23) |
Unrealized and realized foreign exchange loss (gain) | 389 | (132) |
Changes in operating assets and liabilities | ||
Receivables | 1,358 | 318 |
Inventory | 1,970 | (7,851) |
Prepaid expense and other current assets | 119 | (319) |
Deposits | 53 | 431 |
Other assets | 77 | 714 |
Accounts payable and accrued liabilities and other payables | (8,019) | 4,089 |
Operating lease liability | (1,147) | (337) |
Other liability | (536) | (173) |
Uncertain tax position liabilities | 29,917 | 1,258 |
Corporate income tax payable | (1,591) | 22,127 |
Deferred revenue | 545 | 157 |
Net cash provided by operating activities- continuing operations | 26,380 | 12,284 |
Net cash used in operating activities - discontinued operations | (3,164) | |
Net cash provided by operating activities | 26,380 | 9,120 |
Investing activities | ||
Investment in property and equipment | (4,272) | (4,504) |
Investment in intangible assets | (699) | (262) |
Principal payments received on lease receivable | 104 | |
Insurance recovery for property and equipment | 871 | |
Receipt of convertible debenture payment | 738 | |
Payment for land contracts | (478) | (769) |
Cash portion of consideration paid in acquisitions, net of cash of acquired | (250) | (14,469) |
Net cash used in investing activities - continuing operations | (4,828) | (19,162) |
Net cash provided investing activities - discontinued operations | 14,285 | |
Net cash used in investing activities | (4,828) | (4,877) |
Financing activities | ||
Transfer of Employee Retention Credit | 12,677 | |
Proceeds from loan payable, net of transaction costs | 3,137 | 23,872 |
Proceeds from options and warrants exercised | 81 | |
Loan principal paid | (18,048) | (40,359) |
Loan amendment fee paid and prepayment premium paid | (1,178) | |
Capital distributions paid to non-controlling interests | (1,564) | (3,415) |
Proceeds from private placement, net of share issuance costs | 19,218 | |
Payments made for financing obligations and finance lease | (316) | (941) |
Net cash (used in) provided by financing activities- continuing operations | (16,791) | 9,955 |
Net cash used in financing activities- discontinued operations | (5,539) | |
Net cash (used in) provided by financing activities | (16,791) | 4,416 |
Net increase in cash and cash equivalents and restricted cash during the period | 4,761 | 8,659 |
Net effects of foreign exchange | 383 | (901) |
Cash and cash equivalents and restricted cash, beginning of the period | 25,347 | 26,763 |
Cash and cash equivalents and restricted cash, end of the period | 30,491 | 34,521 |
Supplemental disclosure with respect to cash flows | ||
Income taxes paid (refund received) | (8,116) | (4,582) |
Interest paid | 12,599 | 9,259 |
Lease termination fee paid | 271 | |
Non-cash transactions | ||
Equity and warrant liability issued for acquisitions and non-controlling interest | 4,674 | 10,267 |
Shares issued for legal and liability settlement | 794 | |
Distribution Payable to Non-controlling Interests | 719 | |
Accrued capital purchases | $ 811 | $ 529 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Na ture 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 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 twenty dispensaries, and three cultivation and processing facilities; • TerrAscend California (“TerrAscend CA”), a wholly-owned operation with four dispensaries, and a cultivation facility; and • TerrAscend Canada Inc. (“TerrAscend Canada”), 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 | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the year ended December 31, 2024, or any other interim or future periods. The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024 (the "Annual Report"). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2023 in the Company's Annual Report. 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. The Company previously concluded that substantial doubt existed as to its ability to continue as a going concern primarily due to the Company's current liabilities exceeding its current assets related to its loans maturing within the current year. On August 1, 2024, the Company entered into a four-year $ 140,000 senior secured term loan with an initial draw of $ 114,000 used to retire the majority of its loans coming due within the next year and a delayed draw of $ 26,000 , expected to occur on September 30, 2024 which will be used to retire the Chicago Atlantic Term Loan resulting in positive net working capital for the Company (see Note 25). Following the retiring and financing of the Company’s loans coming due within the next year, along with its ability to identify access to future capital, and continued improvement in cash flow from the Company's consolidated operations, management has determined that substantial doubt no longer exists in the Company's ability to continue as a going concern. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, (Gain) loss on disposal of fixed assets has been reclassified out of Impairment of property and equipment and right of use assets and into Other operating (income) expense on the Consolidated Statements of Operations and Comprehensive Loss. |
Consolidation
Consolidation | 6 Months Ended |
Jun. 30, 2024 | |
Text Block [Abstract] | |
Consolidation | 3. Consolidation The Company consolidates entities in which it has a controlling financial interest by evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). 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. Subsequent to the Reorganization, all operations in the United States have a functional currency of the U.S. dollar ("USD"). Canadian operations continue to have a functional currency of the Canadian dollar ("CAD"). Voting Interest Entities A VOE is an entity in which (1) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (2) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (3) the entity is structured with substantive voting rights. The Company consolidates the 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 (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) 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). 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 that 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 Accounting Standards Codification ("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, and derivative liability. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, net | 4. Accounts receivable, net The Company's accounts receivable, net consisted of the following: June 30, 2024 December 31, 2023 Trade receivables $ 16,811 $ 28,403 Sales tax receivable 617 408 Other receivables 530 1,154 Provision for current expected credit losses ( 1,159 ) ( 10,917 ) Total receivables, net $ 16,799 $ 19,048 June 30, 2024 December 31, 2023 Trade receivables $ 16,811 $ 28,403 Less: provision for current expected credit losses ( 1,159 ) ( 10,917 ) Total trade receivables, net $ 15,652 $ 17,486 Of which Current 12,023 13,799 31-90 days 2,035 2,837 Over 90 days 2,753 11,767 Less: current expected credit losses ( 1,159 ) ( 10,917 ) Total trade receivables, net $ 15,652 $ 17,486 During the second quarter, the Company settled accounts receivable that had been previously accounted for as expected credit losses which resulted in a bad debt recovery of $ 4,188 within General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions Contingent consideration The balances of the Company's contingent considerations are as follows: State Flower Apothecarium Peninsula Total Carrying amount, December 31, 2023 $ 1,406 $ 3,028 $ 2,012 $ 6,446 Settlement of contingent consideration ( 1,334 ) ( 3,591 ) — ( 4,925 ) Loss on revaluation of contingent consideration 705 1,895 620 3,220 Carrying amount, June 30, 2024 $ 777 $ 1,332 $ 2,632 $ 4,741 Less: current portion — — ( 2,632 ) ( 2,632 ) Non-current contingent consideration $ 777 $ 1,332 $ — $ 2,109 During the six months ended June 30, 2024, the Company amended the original purchase agreement and issued an aggregate of 2,888,088 Common Shares and paid $ 250 of cash to the sellers of its previously-acquired State Flower and The Apothecarium businesses. The issuance of Common Shares fully settled the previous contingent consideration balances. The Company provided a price protection on the Common Shares issued. The remaining balance recorded as at June 30, 2024 relates to the fair value of the price protection clause using the Black-Scholes Option Pricing Model ("Black-Scholes Model") |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory, Net [Abstract] | |
Inventory | 6. Inventory The Company’s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2024 December 31, 2023 Raw materials $ 552 $ 378 Finished goods 19,636 18,821 Work in process 26,953 28,451 Accessories, supplies and consumables 3,868 4,033 Total inventory $ 51,009 $ 51,683 |
Discontinued operations
Discontinued operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. Discontinued operations TerrAscend Canada operated out of a 67,300 square foot facility located in Mississauga, Ontario and was licensed to cultivate, process and sell cannabis for medical and adult-use purposes. These licenses allowed for sales of dried cannabis, cannabis oil and extracts, topicals, and edibles. The Company ceased operations at TerrAscend Canada’s manufacturing facility during the three months ended December 31, 2022. As such, TerrAscend Canada's Licensed Producer (as such term is defined in the Cannabis Act) results are presented in discontinued operations. The results of operations for the discontinued operations includes revenues and expenses directly attributable to the disposed of operations. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to the Canadian Licensed Producer business. The results of discontinued operations were as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Revenue, net $ — $ — $ — $ — Cost of Sales — — — — Gross profit — — — — Operating expenses: General and administrative — 455 — 756 Amortization and depreciation — - — 48 Impairment of property and equipment — — — 3,064 Total operating expenses — 455 — 3,868 Loss from discontinued operations — ( 455 ) — ( 3,868 ) Other expense Finance and other expenses — 166 — 344 Net loss from discontinued operations $ — $ ( 621 ) $ — $ ( 4,212 ) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and equipment Property and equipment consisted of: June 30, 2024 December 31, 2023 Land $ 6,152 $ 6,103 Assets in process 19,130 24,211 Buildings & improvements 159,186 151,989 Machinery & equipment 36,146 35,370 Office furniture & equipment 9,185 9,066 Assets under finance leases 2,114 2,362 Total cost 231,913 229,101 Less: accumulated depreciation ( 38,573 ) ( 32,886 ) Property and equipment, net $ 193,340 $ 196,215 Assets in process primarily represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service. During the six months ended June 30, 2024, the Company recorded an impairment loss of certain property and equipment of $ 2,438 due to the wind-down of one of its California dispensaries. As of June 30, 2024 and December 31, 2023 , borrowing costs were no t capitalized because the assets in process did not meet the criteria of a qualifying asset. Depreciation expense wa s $ 3,055 and $ 6,092 for the three and six months ended June 30, 2024 , respectively ($ 2,079 and $ 4,140 included in cost o f sales) and $ 3,395 and $ 6,652 for the three and six months ended June 30, 2023, respectively ($ 2,023 and $ 4,040 include d in cost of sales). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible assets and goodwill Intangible assets consisted of the following: At June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,529 $ ( 1,714 ) $ 815 Licenses 187,759 ( 23,031 ) 164,728 Non-compete agreements 280 ( 280 ) — Total finite lived intangible assets 190,568 ( 25,025 ) 165,543 Indefinite lived intangible assets Brand intangibles 46,972 — 46,972 Total indefinite lived intangible assets 46,972 — 46,972 Intangible assets, net $ 237,540 $ ( 25,025 ) $ 212,515 At December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,050 $ ( 720 ) $ 1,330 Licenses 186,624 ( 20,216 ) 166,408 Brand intangibles 1,144 ( 1,144 ) — 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 Amortization expense was $ 1,941 and $ 3,872 for the three and six months ended June 30, 2024, respectively, ($ 724 and $ 1,448 included in cost of sales) and $ 1,595 and $ 3,109 for the three and six months ended June 30, 2023 ($ 725 and $ 1,450 included in cost of sales). Estimated future amortization expense for finite lived intangible assets for the next five years is as follow s: 2024 $ 3,684 2025 7,253 2026 7,242 2027 7,164 2028 7,112 Thereafter 133,088 Total $ 165,543 As of June 30, 2024, the weighted average amortization period remaining on intangible assets was 25.0 years. The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company’s goodwill bala nce: Balance at December 31, 2023 $ 106,929 Additions at acquisition date - Impairment of goodwill - Balance at June 30, 2024 $ 106,929 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Loans Payable | 10. Loans payable The Company's loans payable consisted of the following: June 30, 2024 December 31, 2023 Chicago Atlantic term loan due November 2024 (1) Principal amount $ 24,196 $ 24,611 Deferred financing cost — — Net carrying amount $ 24,196 $ 24,611 Ilera term loan due December 2024 (1) Principal amount $ 68,927 $ 76,927 Deferred financing cost ( 1,552 ) ( 3,191 ) Net carrying amount $ 67,375 $ 73,736 Stearns loan due December 2024 (1) Principal amount $ 24,638 $ 24,809 Deferred financing cost ( 426 ) ( 791 ) Net carrying amount $ 24,212 $ 24,018 Pelorus term loan due October 2027 Principal amount $ 45,478 $ 45,478 Deferred financing cost ( 1,334 ) ( 1,490 ) Net carrying amount $ 44,144 $ 43,988 Maryland Acquisition loans (2) Principal amount $ 19,115 $ 19,873 Unamortized discount ( 1,065 ) ( 1,403 ) Net carrying amount $ 18,050 $ 18,470 Other loans $ 3,651 $ 2,698 Short-term debt (1) $ 6,244 $ 11,849 Current portion of long-term debt 9,702 125,888 Loans payable, current $ 15,946 137,737 Loans payable, non-current $ 171,926 $ 61,633 Total loans payable $ 187,872 $ 199,370 (1) Subsequent to June 30, 2024, the Company retired four of its debt facilities and entered into a new loan agreement. The new debt is set to mature in August 2028 which resulted in a reclassification of $ 115,998 , net of deferred financing costs, between Loans payable, current and Loans payable, non-current. See note 25 for further details of the refinancing. (2) For maturity breakout, refer to Maryland Acquisition Loans section below. Total interest paid on all loan payables was $ 6,335 and $ 12,599 for the three and six months ended June 30, 2024, respectively, and $ 6,803 and $ 9,259 for the three and six months ended June 30, 2023, respectively. The Company had accrued interest on loans payable of $ 3,261 and $ 3,491 as of June 30, 2024 and December 31, 2023, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. Chicago Atlantic Term Loan In connection with the acquisition of Gage Growth on March 10, 2022 (the "Gage Acquisition"), the Company assumed a senior secured term loan that was amended to provide an amount of $ 25,000 (the “Chicago Atlantic Term Loan”) bearing an interest 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 . The Chicago Atlantic Loan was secured by a first lien on all Gage Growth assets. As of June 30, 2024, there was an outstanding principal amount of $ 24,196 under the Chicago Atlantic Term Loan. Subsequent to June 30, 2024, the Company made a prepayment of the Chicago Atlantic Term Loan of $ 1,500 at par. On August 1, 2024, the Company entered into a four-year $ 140,000 senior secured term loan that matures in August 2028, of which, a portion of the proceeds will be used to retire the Chicago Atlantic Term Loan and pay the outstanding principal amount of $ 22,696 (see Note 25). Ilera Term Loan On December 18, 2020, WDB Holding PA, a subsidiary of 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 . 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 April 30, 2024, the Company made a prepayment of $ 3,200 of the Ilera Term Loan, at the prepayment price of 100 % to par. In accordance with ASC 470, Debt , these amendments were not considered extinguishment of debt. As of June 30, 2024, there was an outstanding principal amount of $ 68,927 under the Ilera Term Loan. Subsequent to June 30, 2024, the Company entered into a four-year $ 140,000 senior secured term loan that matures in August 2028, of which, a portion of the proceeds were used to retire the Ilera Term Loan and pay the outstanding principal amount of $ 68,927 (see Note 25). 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 Allegany Medical Marijuana Dispensary ("AMMD") dispensary in Cumberland, Maryland ("Stearns Loan"). The Stearns Loan bears an interest rate of prime plus 2.25 % and matures on December 26, 2024 . As of June 30, 2024, there was an outstanding principal amount of $ 24,638 under the Stearns Loan. Subsequent to June 30, 2024, the Company entered into a four-year $ 140,000 senior secured term loan that matures in August 2028, of which, a portion of the proceeds were used to retire the Stearns Loan and pay the outstanding principal amount of $ 24,638 (see Note 25). 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 and matures on 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. As of June 30, 2024, there was an outstanding principal amount of $ 45,478 under the Pelorus Term Loan. Maryland Acquisition Loans In connection with the acquisition of Derby 1, LLC ("Peninsula"), Hempaid, LLC ("Blue Ridge"), and Herbiculture Inc. ("Herbiculture"), (collectively, the "Maryland Acquisitions"), the Company entered into promissory notes with an aggregate principal amount of $ 20,625 that bear interest at rates ranging from 7.0 % to 10.5 % with maturities ranging from June 28, 2025 to June 30, 2027 . As of June 30, 2024, there was an outstanding principal amount of $ 19,115 under the Maryland Acquisition Loans. Other loans Stadium Ventures In 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 %. As of June 30, 2024, there was an outstanding principal amount of $ 936 under the Stadium Ventures loan. 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 The average dollar amount of short-term debt for the six months ended June 30, 2024 was $ 8,727 with a weighted-average interest rate of 11.06 % as of June 30, 2024. On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a payment of $ 5,000 . Subsequent to June 30, 2024, the Company entered into a four-year $ 140,000 senior secured term loan that matures in August 2028, of which, a portion of the proceeds were used to retire certain short-term debt and pay the outstanding principal amount of $ 1,715 (see Note 25). Maturities of loans payable Stated maturities of loans payable over the next five years are as follows: June 30, 2024 2024 $ 9,449 2025 7,942 2026 10,771 2027 44,483 2028 118,980 Thereafter — Total principal payments $ 191,625 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 11. Leases The majority of the Company’s leases are operating leases used primarily for corporate offices, retail, cultivation and manufacturing. The operating lease periods generally range from 1 to 25 years. The Company h ad two fi nance leases at June 30, 2024 and December 31, 2023. Amounts recognized in the consolidated balance sheet were as follows: June 30, 2024 December 31, 2023 Operating leases: Operating lease right-of-use assets $ 41,645 $ 43,440 Operating lease liability classified as current 2,330 1,244 Operating lease liability classified as non-current 42,654 45,384 Total operating lease liabilities $ 44,984 $ 46,628 Finance leases: Property and equipment, net $ 1,792 $ 2,112 Lease obligations under finance leases classified as current 93 2,030 Lease obligations under finance leases classified as non-current 2,140 407 Total finance lease obligations $ 2,233 $ 2,437 The Company recognized operating lease expense of $ 2,204 and $ 4,024 for the three and six months ended June 30, 2024, respectively, and $ 1,254 and $ 2,451 for the three and six months ended June 30, 2023, respectively. Other information related to operating leases at June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (years) Operating leases 12.3 12.5 Finance leases 1.8 1.2 Weighted-average discount rate Operating leases 11.42 % 11.43 % Finance leases 9.47 % 9.47 % Supplemental cash flow information related to leases are as follows: June 30, 2024 December 31, 2023 Cash paid for amounts included in measurement of operating lease liabilities $ 3,720 $ 6,264 Right-of-use assets obtained in exchange for operating lease obligations 509 16,603 Cash paid for amounts included in measurement of finance lease liabilities 65 153 Undiscounted lease obligations are as follows: Operating Finance Total 2024 $ 3,597 $ 65 $ 3,662 2025 7,278 2,132 9,410 2026 7,051 134 7,185 2027 6,933 136 7,069 2028 6,730 80 6,810 Thereafter 55,773 — 55,773 Total lease payments 87,362 2,547 89,909 Less: interest ( 42,378 ) ( 314 ) ( 42,692 ) Total lease liabilities $ 44,984 $ 2,233 $ 47,217 |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 12. Convertible Debt The Company's convertible debt consisted of the following: June 30, 2024 December 31, 2023 Convertible debt proceeds, net of transaction costs - Maturing June 2026 $ 10,098 $ 10,098 Allocation to conversion option 3,600 3,600 Allocation to debt 6,498 6,498 Interest and accretion 1,628 768 Net carrying amount $ 8,126 $ 7,266 The Company had $ 778 of accrued interest on convertible debt as of June 30, 2024 and no accrued interest on convertible debt as of December 31, 2023, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | 13. Shareholders' equity Warrants The following is a summary of the outstanding warrants for Common Shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2023 23,330,542 818,927 $ 4.56 8.74 Granted 344,140 344,140 2.17 3.01 Expired — — — — Outstanding, June 30, 2024 23,674,682 1,163,067 $ 4.37 8.17 The weighted-average exercise price in the above table is denominated in a currency that is different from the functional currency of the Company and can influence the USD conversion. 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, 2023 3,590,334 — $ 1.95 1.48 Granted — — — — Expired — — — — Outstanding, June 30, 2024 3,590,334 — $ 1.95 0.98 |
Share-based Compensation Plans
Share-based Compensation Plans | 6 Months Ended |
Jun. 30, 2024 | |
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 Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Stock options $ 1,183 $ 1,437 $ 2,087 $ 2,697 Restricted share units 777 544 1,358 997 Total share-based payments $ 1,960 $ 1,981 $ 3,445 $ 3,694 Stock Options The following table s ummarizes the stock option activity for the six months ended June 30, 2024: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Outstanding, December 31, 2023 16,278,380 4.74 $ 3.35 $ 658 Granted 1,845,000 — 2.82 — Exercised ( 25,000 ) — 1.60 — Forfeited ( 420,354 ) — 2.35 — Expired ( 1,707,057 ) — 3.48 — Outstanding, June 30, 2024 15,970,969 5.47 $ 3.36 $ 243 Exercisable, June 30, 2024 11,313,294 4.21 $ 3.63 $ 165 Nonvested, June 30, 2024 4,657,675 8.52 $ 2.68 $ 78 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company’s closing stock price on June 30, 2024 and December 31, 2023, respectively, and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had they exercised their in-the-money options on June 30, 2024 and December 31, 2023, 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 option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Exercised $ 5 $ — $ 5 $ 551 The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following assumptions: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. 1.91 - 2.89 1.71 - 2.81 Volatility 77.70 % - 78.31 % 77.79 % - 80.16 % Risk-free interest rate 3.18 % - 3.76 % 2.85 % - 4.26 % Expected life (years) 4.01 - 10.01 9.78 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % Volatility was estimated by using the historical volatility of the Company's stock price. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on 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 six months ended June 30, 2024 and 2023 was $ 4,594 and $ 5,563 , respectively. As of June 30, 2024, there was $ 7,658 of total unrecognized compensation cost related to unvested options. Restricted Share Units The following table summarizes the activities for the RSUs for th e six months ended June 30, 2024: Number of RSUs Outstanding, December 31, 2023 1,078,584 Granted 2,234,612 Vested ( 336,037 ) Forfeited ( 162,090 ) Outstanding, June 30, 2024 2,815,069 As of June 30, 2024, there was $ 4,194 of total unrecognized com pensation cost related to unvested RSUs. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 15. Non-controlling interest Non-controlling interest consists mainly of a 12.5 % minority ownership interest in TerrAscend's New Jersey operations. On January 19, 2024, the Company reduced its non-controlling interest through the acquisition of the remaining 50.1 % equity in both State Flower and three Apothecarium dispensaries in California. The carrying amount of non-controlling interest was adjusted by $ 1,374 and recognized in additional paid in capital and attributed to the parent's equity holders. The following table s ummarizes the non-controlling interest activity for the six months ended June 30, 2024: June 30, 2024 December 31, 2023 Opening carrying amount $ ( 1,756 ) $ 2,374 Capital distributions ( 2,283 ) ( 11,622 ) Acquisition of non-controlling interest 1,374 ( 1,323 ) Net income attributable to non-controlling interest 4,147 8,815 Ending carrying amount $ 1,482 $ ( 1,756 ) |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Parties | 16. Related parties Parties are related if one party has the ability to control or exercise significant influence over the other party in making financing and operating decisions. At June 30, 2024, 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 $ 142 and $ 159 of the total loan principal balance at June 30, 2024 and December 31, 2023 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income taxes The Company's effective tax rate was 239% and (2,965)% for the three and six months ended June 30, 2024 and ( 101 )% and ( 148 )% for the three and six months ended June 30, 2023. The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the period presented: For the Six Months Ended June 30, 2024 Balance, beginning of period $ 84,485 Increases based on tax positions related to prior years 32,976 Additions based on tax positions related to the current year 17,248 Expirations of applicable statutes of limitations - Settlements with tax authorities - Ending carrying amount $ 134,709 A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, for the period presented: For the Six Months Ended June 30, 2024 Balance, beginning of period $ 77,084 Increases based on tax positions related to prior years 6,899 Additions based on tax positions related to the current year 16,081 Additions based on refunds received related to prior years 8,371 Reclass of tax payments on deposit 1,108 Ending carrying amount $ 109,543 The Company had an unrecognized tax benefits of $ 134,709 and $ 84,485 as of June 30, 2024 and December 31, 2023, respectively. The increase in uncertain tax positions is primarily due to legal interpretations that challenge the Company's tax liability under the Code (“280E Tax Position”). 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. Of the unrecognized tax benefits amounts, $ 12,772 and $ 10,459 as of June 30, 2024 and December 31, 2023, respectively, is unrelated to its 280E Tax Position. The unrecognized tax liabilities are combined with other long term liabilities of $ 1,130 and $ 4,667 as at June 30, 2024 and December 31, 2023, respectively, on the consolidated balance sh eets. Related to its 280E Tax Position, the Company has filed the majority of its amended federal and state returns for tax years 2020 through 2022. During the period ended June 30, 2024, the Company received refunds related primarily to the amended federal tax return for tax year 2020 in the amount of $ 8,371 , including interest . |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2024 | |
General and Administrative Expense [Abstract] | |
General and administrative expenses | 18. General and administrative expenses The Company’s general and administrative expenses were as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Office and general $ 3,662 $ 3,733 $ 7,551 7,828 Professional fees 3,840 5,103 6,901 8,476 Lease expense 2,204 1,294 4,024 2,538 Facility and maintenance 1,034 1,364 2,359 2,608 Salaries and wages 14,974 14,334 29,870 27,830 Share-based compensation 1,960 1,981 3,445 3,694 Sales and marketing 1,493 2,599 2,958 5,255 Bad debt (recovery) expense ( 4,236 ) 68 ( 4,169 ) ( 23 ) Insurance recovery for property and equipment ( 871 ) — ( 871 ) — Total $ 24,060 $ 30,476 $ 52,068 $ 58,206 |
Revenue, Net
Revenue, Net | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Net | 19. Revenue, net The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers was as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Retail $ 53,240 $ 58,254 $ 107,098 $ 113,676 Wholesale 24,283 13,870 51,058 27,846 Total $ 77,523 $ 72,124 $ 158,156 $ 141,522 For the three and six months ended June 30, 2024 and 2023 , the Company did no t have any single customer that accounted for 10% or more of the Company’s revenue. |
Finance and Other Expenses
Finance and Other Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Finance And Other Expenses [Abstract] | |
Finance and Other Expenses | 20. Finance and other expenses The Company’s finance and other exp enses included the following: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Interest and accretion $ 9,132 $ 7,965 $ 18,004 $ 15,840 Employee retention credits and transfer fee — — — 2,235 Other income ( 241 ) 206 ( 524 ) 183 Total $ 8,891 $ 8,171 $ 17,480 $ 18,258 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment 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, being the cultivation, production and sale of cannabis products. Geography The Company has subsidiaries located in Canada and the United States. For the three months ended June 30, 2024, 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 net revenue of $ 274 and $ 538 the three and six months ended June 30, 2024, respectively. The Company had non-current assets by geography of: June 30, 2024 December 31, 2023 United States $ 554,839 $ 562,854 Canada 598 775 Total $ 555,437 $ 563,629 |
Capital Management
Capital Management | 6 Months Ended |
Jun. 30, 2024 | |
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 and 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 is in compliance with its debt covenants as of June 30, 2024 . 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 | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 23. Financial instruments and risk management Assets and liabilities measured at fair value Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, loans payable, convertible debentures, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities. The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At June 30, 2024 At December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 27,378 — — $ 22,241 — — Restricted cash 3,113 — — 3,106 — — Total Assets $ 30,491 — — $ 25,347 — $ — Liabilities Contingent consideration payable — 4,741 — — 2,012 4,434 Detachable warrants — 2,253 — — 3,332 — Bifurcated conversion options — 899 — — 1,830 — Total Liabilities $ — $ 7,893 $ — $ — $ 7,174 $ 4,434 There were no transfers between the levels of fair value hierarchy during the three and six months ended June 30, 2024. The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below: Level 1 Cash, 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 following table summarizes the changes in the derivative liability for t he six months ended June 30, 2024: Balance at December 31, 2023 $ 5,162 Fair value gain on revaluation of warrants and conversion option ( 1,939 ) Effects of movements in foreign exchange ( 71 ) Balance at June 30, 2024 $ 3,152 Warrant liability and conversion option The Company's warrant liability consists of a detachable warrant issued through the private placement (Note 13), and a conversion option related to the convertible debenture offering (Note 12). 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 June 30, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 1.95 $ 1.95 Annual volatility 74.9 % 74.7 % Annual risk-free rate 5.09 % 4.23 % Expected term (in years) 0.98 1.48 Bifurcated conversion options The conversion option issued as a part of the June and August 2023 private placement (Note 12) has been measured at fair value as of June 30, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 2.01 $ 2.01 Annual volatility 77.0 % 70.1 % Annual risk-free rate 4.71 % 4.23 % Expected term (in years) 1.98 - 2.09 2.48 - 2.59 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: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 1.65 $ 1.65 Annual volatility 83.1 % 63.3 % Annual risk-free rate 5.33 % 4.73 % Expected term (in years) 0.50 0.99 The fair value of the State Flower and The Apothecarium Contingent Considerations were calculated using the Black-Scholes Model. Key inputs and assumptions were as follows: June 30, 2024 January 19, 2024 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.95 Option exercise price $ 1.76 $ 1.76 Annual volatility 83.1 % 68.7 % Annual risk-free rate 5.33 % 5.21 % Expected term (in years) 1.56 2.00 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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, 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 Loss. At June 30, 2024, 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 were related to Pure X’s failure to pay for various cannabis products sold by AEY. This matter was settled between the parties and dismissed with prejudice by the Oakland Court on June 28, 2024 . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent events On July 19, 2024, the Company made a prepayment of the Chicago Atlantic Term Loan of $ 1,500 at par. On August 1, 2024, the Company and TerrAscend USA, Inc., as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., WDB Holding MI, Inc., Moose Curve Holdings, LLC, and Hempaid, LLC, including certain of each of their respective subsidiaries, as borrowers (collectively, the “Borrowers”), and FG Agency Lending LLC, as the Administrative Agent (the “Agent”) entered into a Loan Agreement (the “FG Loan”). The FG Loan provides for a four-year , $ 140,000 senior-secured term loan with an initial draw on August 1, 2024, upon closing of the FG Loan, of $ 114,000 (the “Initial Draw”) and a delayed draw of $ 26,000 expected to occur on September 30, 2024 (the “Delayed Draw”). Proceeds from the Initial Draw were used to retire the Ilera Term Loan, the Stearns Loan and certain other indebtedness (collectively, the “Retired Loans”), in addition to being used for working capital and general corporate purposes. As a result, each outstanding obligation under the Retired Loans were repaid in full and subsequently terminated. The proceeds from the Delayed Draw will be used to retire the Chicago Atlantic Term Loan. The FG Loan is guaranteed by the Company and TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. The FG Loan bears interest at 12.75 % per annum and matures on August 1, 2028. Certain funds controlled by the Company’s Executive Chairman, Jason Wild, a related party of the Company, have invested approximately $ 7,500 under the FG Loan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the year ended December 31, 2024, or any other interim or future periods. The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024 (the "Annual Report"). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2023 in the Company's Annual Report. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, (Gain) loss on disposal of fixed assets has been reclassified out of Impairment of property and equipment and right of use assets and into Other operating (income) expense on the Consolidated Statements of Operations and Comprehensive Loss. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | The Company's accounts receivable, net consisted of the following: June 30, 2024 December 31, 2023 Trade receivables $ 16,811 $ 28,403 Sales tax receivable 617 408 Other receivables 530 1,154 Provision for current expected credit losses ( 1,159 ) ( 10,917 ) Total receivables, net $ 16,799 $ 19,048 |
Schedule of Trade Receivables | June 30, 2024 December 31, 2023 Trade receivables $ 16,811 $ 28,403 Less: provision for current expected credit losses ( 1,159 ) ( 10,917 ) Total trade receivables, net $ 15,652 $ 17,486 Of which Current 12,023 13,799 31-90 days 2,035 2,837 Over 90 days 2,753 11,767 Less: current expected credit losses ( 1,159 ) ( 10,917 ) Total trade receivables, net $ 15,652 $ 17,486 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Acquisition [Line Items] | |
Schedule of Balances of Contingent Consideration | The balances of the Company's contingent considerations are as follows: State Flower Apothecarium Peninsula Total Carrying amount, December 31, 2023 $ 1,406 $ 3,028 $ 2,012 $ 6,446 Settlement of contingent consideration ( 1,334 ) ( 3,591 ) — ( 4,925 ) Loss on revaluation of contingent consideration 705 1,895 620 3,220 Carrying amount, June 30, 2024 $ 777 $ 1,332 $ 2,632 $ 4,741 Less: current portion — — ( 2,632 ) ( 2,632 ) Non-current contingent consideration $ 777 $ 1,332 $ — $ 2,109 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory, Net [Abstract] | |
Schedule of Inventory | The Company’s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2024 December 31, 2023 Raw materials $ 552 $ 378 Finished goods 19,636 18,821 Work in process 26,953 28,451 Accessories, supplies and consumables 3,868 4,033 Total inventory $ 51,009 $ 51,683 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations | The results of operations for the discontinued operations includes revenues and expenses directly attributable to the disposed of operations. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to the Canadian Licensed Producer business. The results of discontinued operations were as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Revenue, net $ — $ — $ — $ — Cost of Sales — — — — Gross profit — — — — Operating expenses: General and administrative — 455 — 756 Amortization and depreciation — - — 48 Impairment of property and equipment — — — 3,064 Total operating expenses — 455 — 3,868 Loss from discontinued operations — ( 455 ) — ( 3,868 ) Other expense Finance and other expenses — 166 — 344 Net loss from discontinued operations $ — $ ( 621 ) $ — $ ( 4,212 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of: June 30, 2024 December 31, 2023 Land $ 6,152 $ 6,103 Assets in process 19,130 24,211 Buildings & improvements 159,186 151,989 Machinery & equipment 36,146 35,370 Office furniture & equipment 9,185 9,066 Assets under finance leases 2,114 2,362 Total cost 231,913 229,101 Less: accumulated depreciation ( 38,573 ) ( 32,886 ) Property and equipment, net $ 193,340 $ 196,215 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: At June 30, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,529 $ ( 1,714 ) $ 815 Licenses 187,759 ( 23,031 ) 164,728 Non-compete agreements 280 ( 280 ) — Total finite lived intangible assets 190,568 ( 25,025 ) 165,543 Indefinite lived intangible assets Brand intangibles 46,972 — 46,972 Total indefinite lived intangible assets 46,972 — 46,972 Intangible assets, net $ 237,540 $ ( 25,025 ) $ 212,515 At December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,050 $ ( 720 ) $ 1,330 Licenses 186,624 ( 20,216 ) 166,408 Brand intangibles 1,144 ( 1,144 ) — 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 |
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 follow s: 2024 $ 3,684 2025 7,253 2026 7,242 2027 7,164 2028 7,112 Thereafter 133,088 Total $ 165,543 |
Activity in Goodwill Balance | The following table summarizes the activity in the Company’s goodwill bala nce: Balance at December 31, 2023 $ 106,929 Additions at acquisition date - Impairment of goodwill - Balance at June 30, 2024 $ 106,929 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | The Company's loans payable consisted of the following: June 30, 2024 December 31, 2023 Chicago Atlantic term loan due November 2024 (1) Principal amount $ 24,196 $ 24,611 Deferred financing cost — — Net carrying amount $ 24,196 $ 24,611 Ilera term loan due December 2024 (1) Principal amount $ 68,927 $ 76,927 Deferred financing cost ( 1,552 ) ( 3,191 ) Net carrying amount $ 67,375 $ 73,736 Stearns loan due December 2024 (1) Principal amount $ 24,638 $ 24,809 Deferred financing cost ( 426 ) ( 791 ) Net carrying amount $ 24,212 $ 24,018 Pelorus term loan due October 2027 Principal amount $ 45,478 $ 45,478 Deferred financing cost ( 1,334 ) ( 1,490 ) Net carrying amount $ 44,144 $ 43,988 Maryland Acquisition loans (2) Principal amount $ 19,115 $ 19,873 Unamortized discount ( 1,065 ) ( 1,403 ) Net carrying amount $ 18,050 $ 18,470 Other loans $ 3,651 $ 2,698 Short-term debt (1) $ 6,244 $ 11,849 Current portion of long-term debt 9,702 125,888 Loans payable, current $ 15,946 137,737 Loans payable, non-current $ 171,926 $ 61,633 Total loans payable $ 187,872 $ 199,370 (1) Subsequent to June 30, 2024, the Company retired four of its debt facilities and entered into a new loan agreement. The new debt is set to mature in August 2028 which resulted in a reclassification of $ 115,998 , net of deferred financing costs, between Loans payable, current and Loans payable, non-current. See note 25 for further details of the refinancing. (2) 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: June 30, 2024 2024 $ 9,449 2025 7,942 2026 10,771 2027 44,483 2028 118,980 Thereafter — Total principal payments $ 191,625 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Summary of Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the consolidated balance sheet were as follows: June 30, 2024 December 31, 2023 Operating leases: Operating lease right-of-use assets $ 41,645 $ 43,440 Operating lease liability classified as current 2,330 1,244 Operating lease liability classified as non-current 42,654 45,384 Total operating lease liabilities $ 44,984 $ 46,628 Finance leases: Property and equipment, net $ 1,792 $ 2,112 Lease obligations under finance leases classified as current 93 2,030 Lease obligations under finance leases classified as non-current 2,140 407 Total finance lease obligations $ 2,233 $ 2,437 |
Summary of Other Information related to Operating Leases | Other information related to operating leases at June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (years) Operating leases 12.3 12.5 Finance leases 1.8 1.2 Weighted-average discount rate Operating leases 11.42 % 11.43 % Finance leases 9.47 % 9.47 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: June 30, 2024 December 31, 2023 Cash paid for amounts included in measurement of operating lease liabilities $ 3,720 $ 6,264 Right-of-use assets obtained in exchange for operating lease obligations 509 16,603 Cash paid for amounts included in measurement of finance lease liabilities 65 153 |
Summary of Undiscounted Lease Obligations | Undiscounted lease obligations are as follows: Operating Finance Total 2024 $ 3,597 $ 65 $ 3,662 2025 7,278 2,132 9,410 2026 7,051 134 7,185 2027 6,933 136 7,069 2028 6,730 80 6,810 Thereafter 55,773 — 55,773 Total lease payments 87,362 2,547 89,909 Less: interest ( 42,378 ) ( 314 ) ( 42,692 ) Total lease liabilities $ 44,984 $ 2,233 $ 47,217 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary Of Convertible Debt | The Company's convertible debt consisted of the following: June 30, 2024 December 31, 2023 Convertible debt proceeds, net of transaction costs - Maturing June 2026 $ 10,098 $ 10,098 Allocation to conversion option 3,600 3,600 Allocation to debt 6,498 6,498 Interest and accretion 1,628 768 Net carrying amount $ 8,126 $ 7,266 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) - Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 23,330,542 818,927 $ 4.56 8.74 Granted 344,140 344,140 2.17 3.01 Expired — — — — Outstanding, June 30, 2024 23,674,682 1,163,067 $ 4.37 8.17 |
Gage Growth Corp | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | 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, 2023 3,590,334 — $ 1.95 1.48 Granted — — — — Expired — — — — Outstanding, June 30, 2024 3,590,334 — $ 1.95 0.98 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Total Share-Based Payments Expense | Total share-based payments expense was as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Stock options $ 1,183 $ 1,437 $ 2,087 $ 2,697 Restricted share units 777 544 1,358 997 Total share-based payments $ 1,960 $ 1,981 $ 3,445 $ 3,694 |
Summary of Stock Option Activity | The following table s ummarizes the stock option activity for the six months ended June 30, 2024: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Outstanding, December 31, 2023 16,278,380 4.74 $ 3.35 $ 658 Granted 1,845,000 — 2.82 — Exercised ( 25,000 ) — 1.60 — Forfeited ( 420,354 ) — 2.35 — Expired ( 1,707,057 ) — 3.48 — Outstanding, June 30, 2024 15,970,969 5.47 $ 3.36 $ 243 Exercisable, June 30, 2024 11,313,294 4.21 $ 3.63 $ 165 Nonvested, June 30, 2024 4,657,675 8.52 $ 2.68 $ 78 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 option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Exercised $ 5 $ — $ 5 $ 551 |
Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options | The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following assumptions: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. 1.91 - 2.89 1.71 - 2.81 Volatility 77.70 % - 78.31 % 77.79 % - 80.16 % Risk-free interest rate 3.18 % - 3.76 % 2.85 % - 4.26 % Expected life (years) 4.01 - 10.01 9.78 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % |
Summary of Activities for Unvested RSUs | The following table summarizes the activities for the RSUs for th e six months ended June 30, 2024: Number of RSUs Outstanding, December 31, 2023 1,078,584 Granted 2,234,612 Vested ( 336,037 ) Forfeited ( 162,090 ) Outstanding, June 30, 2024 2,815,069 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership in Minority Interest | The following table s ummarizes the non-controlling interest activity for the six months ended June 30, 2024: June 30, 2024 December 31, 2023 Opening carrying amount $ ( 1,756 ) $ 2,374 Capital distributions ( 2,283 ) ( 11,622 ) Acquisition of non-controlling interest 1,374 ( 1,323 ) Net income attributable to non-controlling interest 4,147 8,815 Ending carrying amount $ 1,482 $ ( 1,756 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits for the period presented: For the Six Months Ended June 30, 2024 Balance, beginning of period $ 84,485 Increases based on tax positions related to prior years 32,976 Additions based on tax positions related to the current year 17,248 Expirations of applicable statutes of limitations - Settlements with tax authorities - Ending carrying amount $ 134,709 |
Schedule of Reconciliation of Uncertain Tax Liabilities, Inclusive of Accruals for Related Penalties and Interest | A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, for the period presented: For the Six Months Ended June 30, 2024 Balance, beginning of period $ 77,084 Increases based on tax positions related to prior years 6,899 Additions based on tax positions related to the current year 16,081 Additions based on refunds received related to prior years 8,371 Reclass of tax payments on deposit 1,108 Ending carrying amount $ 109,543 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
General and Administrative Expense [Abstract] | |
Summary of General and Administrative Expenses | The Company’s general and administrative expenses were as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Office and general $ 3,662 $ 3,733 $ 7,551 7,828 Professional fees 3,840 5,103 6,901 8,476 Lease expense 2,204 1,294 4,024 2,538 Facility and maintenance 1,034 1,364 2,359 2,608 Salaries and wages 14,974 14,334 29,870 27,830 Share-based compensation 1,960 1,981 3,445 3,694 Sales and marketing 1,493 2,599 2,958 5,255 Bad debt (recovery) expense ( 4,236 ) 68 ( 4,169 ) ( 23 ) Insurance recovery for property and equipment ( 871 ) — ( 871 ) — Total $ 24,060 $ 30,476 $ 52,068 $ 58,206 |
Revenue, Net (Tables)
Revenue, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers was as follows: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Retail $ 53,240 $ 58,254 $ 107,098 $ 113,676 Wholesale 24,283 13,870 51,058 27,846 Total $ 77,523 $ 72,124 $ 158,156 $ 141,522 |
Finance and Other Expenses (Tab
Finance and Other Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Finance And Other Expenses [Abstract] | |
Schedule of Finance and Other Expenses | The Company’s finance and other exp enses included the following: For the Three Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Interest and accretion $ 9,132 $ 7,965 $ 18,004 $ 15,840 Employee retention credits and transfer fee — — — 2,235 Other income ( 241 ) 206 ( 524 ) 183 Total $ 8,891 $ 8,171 $ 17,480 $ 18,258 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Geographical Areas | The Company had non-current assets by geography of: June 30, 2024 December 31, 2023 United States $ 554,839 $ 562,854 Canada 598 775 Total $ 555,437 $ 563,629 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 At December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 27,378 — — $ 22,241 — — Restricted cash 3,113 — — 3,106 — — Total Assets $ 30,491 — — $ 25,347 — $ — Liabilities Contingent consideration payable — 4,741 — — 2,012 4,434 Detachable warrants — 2,253 — — 3,332 — Bifurcated conversion options — 899 — — 1,830 — Total Liabilities $ — $ 7,893 $ — $ — $ 7,174 $ 4,434 |
Summary of Changes in Derivative Liability | The following table summarizes the changes in the derivative liability for t he six months ended June 30, 2024: Balance at December 31, 2023 $ 5,162 Fair value gain on revaluation of warrants and conversion option ( 1,939 ) Effects of movements in foreign exchange ( 71 ) Balance at June 30, 2024 $ 3,152 |
Key Inputs and Assumptions Used in Black Scholes Simulation Model | The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following assumptions: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. 1.91 - 2.89 1.71 - 2.81 Volatility 77.70 % - 78.31 % 77.79 % - 80.16 % Risk-free interest rate 3.18 % - 3.76 % 2.85 % - 4.26 % Expected life (years) 4.01 - 10.01 9.78 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % |
Peninsula Contingent Consideration | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Fair Value of Contingent Consideration | The fair value of the Peninsula Contingent Consideration was calculated using the Black-Scholes Model. Key inputs and assumptions were as follows: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 1.65 $ 1.65 Annual volatility 83.1 % 63.3 % Annual risk-free rate 5.33 % 4.73 % Expected term (in years) 0.50 0.99 |
State Flower and The Apothecarium Contingent Consideration | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Fair Value of Contingent Consideration | The fair value of the State Flower and The Apothecarium Contingent Considerations were calculated using the Black-Scholes Model. Key inputs and assumptions were as follows: June 30, 2024 January 19, 2024 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.95 Option exercise price $ 1.76 $ 1.76 Annual volatility 83.1 % 68.7 % Annual risk-free rate 5.33 % 5.21 % Expected term (in years) 1.56 2.00 |
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 June 30, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 1.95 $ 1.95 Annual volatility 74.9 % 74.7 % Annual risk-free rate 5.09 % 4.23 % Expected term (in years) 0.98 1.48 |
Bifurcated Conversion Options | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key Inputs and Assumptions Used in Black Scholes Simulation Model | The conversion option issued as a part of the June and August 2023 private placement (Note 12) has been measured at fair value as of June 30, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows: June 30, 2024 December 31, 2023 Common Stock Price of TerrAscend Corp. $ 1.35 $ 1.63 Option exercise price $ 2.01 $ 2.01 Annual volatility 77.0 % 70.1 % Annual risk-free rate 4.71 % 4.23 % Expected term (in years) 1.98 - 2.09 2.48 - 2.59 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 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 | Facility | 1 |
Maryland | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of majority owned operation in dispensaries | Dispensary | 4 |
Number of cultivation/processing facility owned | Facility | 1 |
Pennsylvania | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of majority owned operation in dispensaries | Dispensary | 6 |
Number of cultivation/processing facility owned | Facility | 1 |
Michigan | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of majority owned operation in dispensaries | Dispensary | 20 |
Number of cultivation/processing facility owned | Facility | 3 |
California | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of majority owned operation in dispensaries | Dispensary | 4 |
Number of cultivation/processing facility owned | Facility | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Aug. 01, 2024 | Jul. 01, 2024 |
Debt Instrument [Line Items] | ||
Principal amount | $ 115,998 | |
Senior Secured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 140,000 | |
Debt Instrument Initial Draw Amount | 114,000 | |
Debt instrument delayed draw amount | $ 26,000 |
Consolidation - Additional Info
Consolidation - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | |
Noncontrolling Interest [Line Items] | ||
Aggregate gross proceeds from private placement | $ 19,218 | |
TerrAscend Growth | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest | 12.50% | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Trade receivables | $ 16,811 | $ 28,403 |
Sales tax receivable | 617 | 408 |
Other receivables | 530 | 1,154 |
Provision for current expected credit losses | (1,159) | (10,917) |
Total receivables, net | $ 16,799 | $ 19,048 |
Accounts Receivable, net - Sc_2
Accounts Receivable, net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Trade receivables | $ 16,811 | $ 28,403 |
Less: provision for current expected credit losses | (1,159) | (10,917) |
Total trade receivables, net | 15,652 | 17,486 |
Current | 12,023 | 13,799 |
31-90 days | 2,035 | 2,837 |
Over 90 days | $ 2,753 | $ 11,767 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Bad debt recovery | $ 4,188 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Business Acquisition [Line Items] | |
Total consideration in cash | $ 4,925 |
State Flower and The Apothecarium Businesses | |
Business Acquisition [Line Items] | |
Number of common stock issued | shares | 2,888,088 |
Total consideration in cash | $ 250 |
Acquisitions - Schedule of Bala
Acquisitions - Schedule of Balances of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | $ 6,446 | ||
Settlement of contingent consideration | (4,925) | ||
Loss on revaluation of contingent consideration | $ 1,827 | 3,220 | |
Carrying amount, Ending balance | 4,741 | 4,741 | |
Less: current portion | (2,632) | (2,632) | $ (6,446) |
Non-current contingent consideration | 2,109 | 2,109 | |
State Flower | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 1,406 | ||
Settlement of contingent consideration | (1,334) | ||
Loss on revaluation of contingent consideration | 705 | ||
Carrying amount, Ending balance | 777 | 777 | |
Less: current portion | 0 | 0 | |
Non-current contingent consideration | 777 | 777 | |
Apothecarium | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 3,028 | ||
Settlement of contingent consideration | (3,591) | ||
Loss on revaluation of contingent consideration | 1,895 | ||
Carrying amount, Ending balance | 1,332 | 1,332 | |
Less: current portion | 0 | 0 | |
Non-current contingent consideration | 1,332 | 1,332 | |
Peninsula | |||
Asset Acquisition Contingent Consideration [Line Items] | |||
Carrying amount, Beginning balance | 2,012 | ||
Settlement of contingent consideration | 0 | ||
Loss on revaluation of contingent consideration | 620 | ||
Carrying amount, Ending balance | 2,632 | 2,632 | |
Less: current portion | (2,632) | (2,632) | |
Non-current contingent consideration | $ 0 | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials | $ 552 | $ 378 |
Finished goods | 19,636 | 18,821 |
Work in process | 26,953 | 28,451 |
Accessories, supplies and consumables | 3,868 | 4,033 |
Total inventory | $ 51,009 | $ 51,683 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Other expense | ||
Net loss from discontinued operations | $ (621) | $ (4,212) |
Discontinued Operations | ||
Operating expenses: | ||
General and administrative | 455 | 756 |
Amortization and depreciation | 48 | |
Impairment of property and equipment | 3,064 | |
Total operating expenses | 455 | 3,868 |
Loss from discontinued operations | (455) | (3,868) |
Other expense | ||
Finance and other expenses | 166 | 344 |
Net loss from discontinued operations | $ (621) | $ (4,212) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) | Jun. 30, 2024 ft² |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Facility held for sale | 67,300 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Total cost | $ 231,913 | $ 229,101 |
Less: accumulated depreciation | (38,573) | (32,886) |
Property and equipment, net | 193,340 | 196,215 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 6,152 | 6,103 |
Assets in Process | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 19,130 | 24,211 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 159,186 | 151,989 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 36,146 | 35,370 |
Office Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 9,185 | 9,066 |
Assets under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total cost | $ 2,114 | $ 2,362 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property Plant And Equipment [Line Items] | |||||
Impairment loss of property and equipment | $ 2,438,000 | $ 28,000 | |||
Property and equipment, capitalized borrowing costs | 0 | $ 0 | |||
Depreciation expense | $ 3,055,000 | $ 3,395,000 | 6,092,000 | 6,652,000 | |
Cost of Sales | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 2,079,000 | $ 2,023,000 | $ 4,140,000 | $ 4,040,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | $ 190,568 | $ 190,098 |
Finite lived intangible assets, Accumulated Amortization | (25,025) | (22,360) |
Finite lived intangible assets, Net Carrying Amount | 165,543 | 167,738 |
Indefinite lived intangible assets, Net Carrying Amount | 46,972 | 48,116 |
Intangible assets net, Gross Carrying Amount | 237,540 | 238,214 |
Intangible assets net, Accumulated Amortization | (25,025) | (22,360) |
Intangible assets, net | 212,515 | 215,854 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Indefinite lived intangible assets, Net Carrying Amount | 46,972 | 48,116 |
Software | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 2,529 | 2,050 |
Finite lived intangible assets, Accumulated Amortization | (1,714) | (720) |
Finite lived intangible assets, Net Carrying Amount | 815 | 1,330 |
Licenses | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 187,759 | 186,624 |
Finite lived intangible assets, Accumulated Amortization | (23,031) | (20,216) |
Finite lived intangible assets, Net Carrying Amount | 164,728 | 166,408 |
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) | $ (280) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Segment | Jun. 30, 2023 USD ($) | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,941 | $ 1,595 | $ 3,872 | $ 3,109 |
Weighted average amortization period | 25 years | 25 years | ||
Number of reportable segment | Segment | 1 | |||
Cost of Sales | ||||
Intangible Assets [Line Items] | ||||
Amortization expense | $ 724 | $ 725 | $ 1,448 | $ 1,450 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 3,684 | |
2025 | 7,253 | |
2026 | 7,242 | |
2027 | 7,164 | |
2028 | 7,112 | |
Thereafter | 133,088 | |
Finite lived intangible assets, Net Carrying Amount | $ 165,543 | $ 167,738 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Activity in Goodwill Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2023 | $ 106,929 |
Additions at acquisition date | 0 |
Measurement period adjustment | 0 |
Balance at June 30, 2024 | $ 106,929 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 187,872 | $ 199,370 |
Short-term debt | 6,244 | 11,849 |
Current portion of long-term debt | 9,702 | 125,888 |
Loans payable, current - prior to refinancing | 15,946 | 137,737 |
Loans payable, non-current - prior to refinancing | 171,926 | 61,633 |
Maryland Acquisition Loans | ||
Debt Instrument [Line Items] | ||
Principal amount | 19,115 | 19,873 |
Unamortized discount | (1,065) | (1,403) |
Net carrying amount | 18,050 | 18,470 |
Chicago Atlantic Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 24,196 | 24,611 |
Net carrying amount | 24,196 | 24,611 |
Ilera Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 68,927 | 76,927 |
Deferred financing cost | (1,552) | (3,191) |
Net carrying amount | 67,375 | 73,736 |
Stearns Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 24,638 | 24,809 |
Deferred financing cost | (426) | (791) |
Net carrying amount | 24,212 | 24,018 |
Pelorus Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 45,478 | 45,478 |
Deferred financing cost | (1,334) | (1,490) |
Net carrying amount | 44,144 | 43,988 |
Other Loans | ||
Debt Instrument [Line Items] | ||
Net carrying amount | $ 3,651 | $ 2,698 |
Loans Payable - Schedule of L_2
Loans Payable - Schedule of Loans Payable (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 01, 2024 | Jun. 30, 2024 | Aug. 01, 2024 | Dec. 31, 2023 | |
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 115,998 | |||
Subsequent Event | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity month and year | 2028-08 | |||
Chicago Atlantic Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 24,196 | $ 24,611 | ||
Debt instrument maturity month and year | 2024-11 | |||
Chicago Atlantic Term Loan | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 22,696 | |||
Ilera Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 68,927 | 76,927 | ||
Debt instrument maturity month and year | 2024-12 | |||
Ilera Term Loan | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 68,927 | |||
Stearns Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 24,638 | 24,809 | ||
Debt instrument maturity month and year | 2024-12 | |||
Pelorus Term Loan | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 45,478 | $ 45,478 | ||
Debt instrument maturity month and year | 2027-10 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||||||
Jul. 19, 2024 | Jul. 01, 2024 | Apr. 30, 2024 | Jan. 15, 2024 | Jan. 02, 2024 | Jun. 26, 2023 | Apr. 20, 2023 | Oct. 11, 2022 | Dec. 18, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Aug. 01, 2024 | Dec. 31, 2023 | Mar. 10, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||
Total interest paid on all loan payables | $ 6,335 | $ 6,803 | $ 12,599 | $ 9,259 | ||||||||||||
Interest payable on loan payable, current | $ 3,261 | 3,261 | $ 3,491 | |||||||||||||
Prepayment of term loan | $ 18,048 | $ 40,359 | ||||||||||||||
Weighted-Average Interest Rate | 11.06% | 11.06% | ||||||||||||||
Short-term debt, average amount | $ 8,727 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 115,998 | |||||||||||||||
Senior Secured Term Loan | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 140,000 | |||||||||||||||
Stearns Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 25,000 | $ 24,638 | 24,638 | |||||||||||||
Debt instrument maturity date | Dec. 26, 2024 | |||||||||||||||
Stearns Loan | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 24,638 | |||||||||||||||
Senior secured term loan fair value | 140,000 | |||||||||||||||
Pelorus Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 45,478 | 45,478 | 45,478 | |||||||||||||
Debt instrument maturity date | Oct. 11, 2027 | |||||||||||||||
Interest-only payments term | 36 months | |||||||||||||||
Other Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 936 | 936 | ||||||||||||||
IHC Real Estate LP Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Payment of notes | $ 5,000 | |||||||||||||||
Class A shares | TerrAscend Growth | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 1,715 | |||||||||||||||
Precentage of guaranteed annual dividend | 20% | |||||||||||||||
Subcription Amount Percentage | 40% | |||||||||||||||
Senior secured term loan fair value | 140,000 | |||||||||||||||
Share issued | $ 1,000 | |||||||||||||||
Maryland Acquisition Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 19,115 | 19,115 | 19,873 | |||||||||||||
Maryland Acquisition Loans | Promissory Notes 7.0% to 10.5% | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 20,625 | $ 20,625 | ||||||||||||||
Debt instrument maturity date | Jun. 30, 2027 | |||||||||||||||
Prime Rate | Stearns Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 2.25% | |||||||||||||||
Prime Rate | Pelorus Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable rate | 2.50% | |||||||||||||||
Effective federal funds rate | 0.50% | |||||||||||||||
Secured overnight financing rate (SOFR) | Pelorus Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, variable rate | 9.50% | |||||||||||||||
Ilera Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage of prepayment price | 100% | 100% | ||||||||||||||
Principal amount | $ 68,927 | $ 68,927 | 76,927 | |||||||||||||
Debt instrument maturity month and year | 2024-12 | |||||||||||||||
Prepayment of term loan | $ 3,200 | $ 4,800 | ||||||||||||||
Ilera Term Loan | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 68,927 | |||||||||||||||
Senior secured term loan fair value | 140,000 | |||||||||||||||
Ilera Term Loan | Ilera | Senior Secured Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 120,000 | |||||||||||||||
Interest rate | 12.875% | |||||||||||||||
Debt instrument maturity date | Dec. 17, 2024 | |||||||||||||||
Gage Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 6% | 6% | ||||||||||||||
Senior secured term loan fair value | $ 25,000 | |||||||||||||||
Promissory note acquisition date fair value | $ 4,065 | |||||||||||||||
Debt instrument maturity date | Nov. 01, 2024 | |||||||||||||||
Gage Loan | Promissory Note at 6% | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity date | Dec. 31, 2024 | |||||||||||||||
Chicago Atlantic Term Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 24,196 | $ 24,196 | $ 24,611 | |||||||||||||
Debt instrument maturity month and year | 2024-11 | |||||||||||||||
Chicago Atlantic Term Loan | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 22,696 | |||||||||||||||
Senior secured term loan fair value | $ 140,000 | |||||||||||||||
Prepayment of term loan | $ 1,500 | |||||||||||||||
Minimum | Maryland Acquisition Loans | Promissory Notes 7.0% to 10.5% | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 7% | 7% | ||||||||||||||
Minimum | Gage Loan | Prime Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement bears interest rate | 6% | |||||||||||||||
Maximum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument maturity month and year | 2028-08 | |||||||||||||||
Maximum | Maryland Acquisition Loans | Promissory Notes 7.0% to 10.5% | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 10.50% | 10.50% | ||||||||||||||
Maximum | Gage Loan | Prime Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Credit agreement bears interest rate | 13% |
Loans payable - Summary of Stat
Loans payable - Summary of Stated maturities of Loans Payable (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 9,449 |
2025 | 7,942 |
2026 | 10,771 |
2027 | 44,483 |
2028 | 118,980 |
Long-term Debt, Total | $ 191,625 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Leases | Jun. 30, 2023 USD ($) | Dec. 31, 2023 Leases | |
Lessee Lease Description [Line Items] | |||||
Number of finance lease | Leases | 2 | 2 | |||
Operating lease expense | $ | $ 2,204 | $ 1,254 | $ 4,024 | $ 2,451 | |
Minimum | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease term | 1 year | 1 year | |||
Maximum | |||||
Lessee Lease Description [Line Items] | |||||
Operating lease term | 25 years | 25 years |
Leases - Summary of Amounts Rec
Leases - Summary of Amounts Recognized in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Operating lease right-of-use assets | $ 41,645 | $ 43,440 |
Operating lease liability classified as current | 2,330 | 1,244 |
Operating lease liability classified as non-current | 42,654 | 45,384 |
Total operating lease liabilities | 44,984 | 46,628 |
Finance leases: | ||
Property and equipment, net | $ 1,792 | $ 2,112 |
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 | $ 93 | $ 2,030 |
Lease obligations under finance leases classified as non-current | 2,140 | 407 |
Total finance lease obligations | $ 2,233 | $ 2,437 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Weighted-average remaining lease term (years) | ||
Operating leases | 12 years 3 months 18 days | 12 years 6 months |
Finance leases | 1 year 9 months 18 days | 1 year 2 months 12 days |
Weighted-average discount rate | ||
Operating leases | 11.42% | 11.43% |
Finance leases | 9.47% | 9.47% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 3,720 | $ 6,264 |
Right-of-use assets obtained in exchange for lease obligations | 509 | 16,603 |
Cash paid for amounts included in measurement of finance lease liabilities | $ 65 | $ 153 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating, 2024 | $ 3,597 | |
Operating, 2025 | 7,278 | |
Operating, 2026 | 7,051 | |
Operating, 2027 | 6,933 | |
Operating, 2028 | 6,730 | |
Operating, Thereafter | 55,773 | |
Operating, Total lease payments | 87,362 | |
Operating, Less: interest | (42,378) | |
Operating, Total lease liabilities | 44,984 | $ 46,628 |
Finance, 2024 | 65 | |
Finance, 2025 | 2,132 | |
Finance, 2026 | 134 | |
Finance, 2027 | 136 | |
Finance, 2028 | 80 | |
Finance, Total lease payments | 2,547 | |
Finance, Less: interest | (314) | |
Finance, Total lease liabilities | 2,233 | $ 2,437 |
2024 | 3,662 | |
2025 | 9,410 | |
2026 | 7,185 | |
2027 | 7,069 | |
2028 | 6,810 | |
Thereafter | 55,773 | |
Total lease payments | 89,909 | |
Less: interest | (42,692) | |
Total lease liabilities | $ 47,217 |
Convertible Debt - Summary Of C
Convertible Debt - Summary Of Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest and accretion | $ 6,335 | $ 6,803 | $ 12,599 | $ 9,259 | |
Convertible debt - Maturing June 2026 | |||||
Debt Instrument [Line Items] | |||||
Convertible debt proceeds, net of transaction costs - Maturing June 2026 | 10,098 | $ 10,098 | |||
Allocation to conversion option | 3,600 | 3,600 | |||
Allocation to debt | 6,498 | 6,498 | |||
Interest and accretion | 1,628 | 768 | |||
Net carrying amount | $ 8,126 | $ 8,126 | $ 7,266 |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts payable and accrued liabilities | ||
Short-Term Debt [Line Items] | ||
Accrued interest on convertible debt | $ 778,000 | $ 0 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Outstanding Warrants (Details) - Common Stock - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 23,330,542 | |
Number of Warrants Outstanding, Granted | 344,140 | |
Number of Warrants Outstanding, Expired | 0 | |
Number of Warrants Outstanding, Ending balance | 23,674,682 | |
Number of Warrants Exercisable | 818,927 | |
Number of Warrants Exercisable | 344,140 | |
Number of Warrants Exercisable | 0 | |
Number of Warrants Exercisable | 1,163,067 | |
Weighted Average Exercise Price | $ 4.56 | |
Weighted Average Exercise Price | 2.17 | |
Weighted Average Exercise Price | 0 | |
Weighted Average Exercise Price | $ 4.37 | |
Weighted Average Remaining Life (years), Granted | 3 years 3 days | |
Weighted Average Remaining Life (years) | 8 years 2 months 1 day | 8 years 8 months 26 days |
Gage Growth Corp | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 3,590,334 | |
Number of Warrants Outstanding, Ending balance | 3,590,334 | |
Weighted Average Exercise Price | $ 1.95 | |
Weighted Average Exercise Price | $ 1.95 | |
Weighted Average Remaining Life (years) | 11 months 23 days | 1 year 5 months 23 days |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Total Share-Based Payments Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 1,960 | $ 1,981 | $ 3,445 | $ 3,694 |
Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 1,183 | 1,437 | 2,087 | 2,697 |
Restricted Share Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 777 | $ 544 | $ 1,358 | $ 997 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Stock Options, Outstanding at beginning of period | 16,278,380 | |
Number of Stock Options, Granted | 1,845,000 | |
Number of Stock Options, Exercised | (25,000) | |
Number of Stock Options, Forfeited | (420,354) | |
Number of Stock Options, Expired | (1,707,057) | |
Number of Stock Options, Outstanding at end of period | 15,970,969 | 16,278,380 |
Number of Stock Options, Exercisable at June 30, 2024 | 11,313,294 | |
Number of Stock Options, Nonvested at June 30, 2024 | 4,657,675 | |
Weighted average remaining contractual life (in years), Outstanding | 5 years 5 months 19 days | 4 years 8 months 26 days |
Weighted average remaining contractual life (in years), Exercisable | 4 years 2 months 15 days | |
Weighted average remaining contractual life (in years), Nonvested | 8 years 6 months 7 days | |
Weighted Average Exercise Price (per share), Outstanding at beginning of period | $ 3.35 | |
Weighted Average Exercise Price (per share), Granted | 2.82 | |
Weighted Average Exercise Price (per share), Exercised | 1.6 | |
Weighted Average Exercise Price (per share), Forfeited | 2.35 | |
Weighted Average Exercise Price (per share), Expired | 3.48 | |
Weighted Average Exercise Price (per share), Outstanding at end of period | 3.36 | $ 3.35 |
Weighted Average Exercise Price (per share), Exercisable at June 30, 2024 | 3.63 | |
Weighted Average Exercise Price (per share), Nonvested at June 30, 2024 | $ 2.68 | |
Aggregate intrinsic value, Outstanding at beginning of period | $ 658 | |
Aggregate intrinsic value, Outstanding at end of period | 243 | $ 658 |
Aggregate intrinsic value, Exercisable at June 30, 2024 | 165 | |
Aggregate intrinsic value, Nonvested at June 30, 2024 | $ 78 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Stock Options Exercised (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |||
Exercised | $ 5 | $ 5 | $ 551 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options Granted (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility minimum | 77.70% | 77.79% |
Volatility maximum | 78.31% | 80.16% |
Risk-free interest rate minimum | 3.18% | 2.85% |
Risk-free interest rate maximum | 3.76% | 4.26% |
Dividend yield | 0% | 0% |
Forfeiture rate | 26.11% | 26.11% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ 1.91 | $ 1.71 |
Expected life (years) | 4 years 3 days | 9 years 9 months 10 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ 2.89 | $ 2.81 |
Expected life (years) | 10 years 3 days | 10 years 3 days |
Share-Based Compensation Plan_6
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total estimated fair value of stock options vested | $ 4,594 | $ 5,563 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested options | 7,658 | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested RSUs | $ 4,194 |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Activities for Unvested RSUs (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of RSUs, Outstanding at beginning of period | 1,078,584 |
Number of RSUs, Granted | 2,234,612 |
Number of RSUs, Vested | (336,037) |
Number of RSUs, Forfeited | (162,090) |
Number of RSUs, Outstanding at end of period | 2,815,069 |
Non-controlling interest - Addi
Non-controlling interest - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 19, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ (4,674) | $ 7,500 | ||
California | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 1,374 | |||
TerrAscend Growth | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest | 12.50% | |||
State Flower and three Apothecarium | California | ||||
Noncontrolling Interest [Line Items] | ||||
Acquisition of the remaining equity | 50.10% |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Ownership in Minority Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Noncontrolling Interest [Line Items] | ||||
Opening carrying amount balance | $ (1,756) | $ (1,756) | $ 2,374 | |
Capital contributions received | (2,283) | (11,622) | ||
Acquisition of non-controlling interest | $ 4,674 | $ (7,500) | ||
Net income attributable to non-controlling interest | 4,147 | 8,815 | ||
Ending carrying amount balance | 1,482 | (1,756) | ||
IHC Real Estate | Pennsylvania | ||||
Noncontrolling Interest [Line Items] | ||||
Acquisition of non-controlling interest | $ 1,374 | $ (1,323) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Line Items] | ||||
Effective tax rate | (101.00%) | (148.00%) | ||
Unrecognized tax benefits | $ 134,709 | $ 84,485 | ||
Unrecognized tax benefits amounts | 12,772 | 10,459 | ||
Unrecognized tax benefits other long term liabilities | $ 1,130 | $ 4,667 | ||
Uncertain tax positions description | The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained. | |||
Federal tax return refund | $ 8,371 |
Income Taxes -Schedule of Recon
Income Taxes -Schedule of Reconciliation of Unrecognized Tax Benefits (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance, beginning of period | $ 84,485 |
Increases based on tax positions related to prior years | 32,976 |
Additions based on tax positions related to the current year | 17,248 |
Decreases related to settlements / expirations | 0 |
Ending carrying amount | $ 134,709 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Uncertain Tax Liabilities, Inclusive of Accruals for Related Penalties and Interest (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract] | |
Balance, beginning of period | $ 77,084 |
Increases based on tax positions related to prior years | 6,899 |
Additions based on tax positions related to the current year | 16,081 |
Additions based on refunds received related to prior years | 8,371 |
Reclass of tax payments on deposit | 1,108 |
Ending carrying amount | $ 109,543 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Loan principal balance | $ 142 | $ 159 |
General and Administrative Ex_3
General and Administrative Expenses - Summary of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General And Administrative Expense [Line Items] | ||||
Share-based compensation | $ 1,960 | $ 1,981 | $ 3,445 | $ 3,694 |
General and Administrative Expense | ||||
General And Administrative Expense [Line Items] | ||||
Office and general | 3,662 | 3,733 | 7,551 | 7,828 |
Professional fees | 3,840 | 5,103 | 6,901 | 8,476 |
Lease expense | 2,204 | 1,294 | 4,024 | 2,538 |
Facility and maintenance | 1,034 | 1,364 | 2,359 | 2,608 |
Salaries and wages | 14,974 | 14,334 | 29,870 | 27,830 |
Share-based compensation | 1,960 | 1,981 | 3,445 | 3,694 |
Sales and marketing | 1,493 | 2,599 | 2,958 | 5,255 |
Bad debt (recovery) expense | (4,236) | 68 | (4,169) | (23) |
Insurance recovery for property and equipment | (871) | (871) | ||
Total | $ 24,060 | $ 30,476 | $ 52,068 | $ 58,206 |
Revenue, Net - Summary of Disag
Revenue, Net - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 77,523 | $ 72,124 | $ 158,156 | $ 141,522 |
Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 53,240 | 58,254 | 107,098 | 113,676 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 24,283 | $ 13,870 | $ 51,058 | $ 27,846 |
Revenue, Net - Additional Infor
Revenue, Net - Additional Information (Details) - Customer | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Number of customers accounting more than 10% of revenue | 0 | 0 | 0 | 0 |
Finance and Other Expenses - Sc
Finance and Other Expenses - Schedule of Finance and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finance And Other Expenses [Abstract] | ||||
Interest and accretion | $ 9,132 | $ 7,965 | $ 18,004 | $ 15,840 |
Employee retention credits and transfer fee | 2,235 | |||
Other income | (241) | 206 | (524) | 183 |
Total | $ 8,891 | $ 8,171 | $ 17,480 | $ 18,258 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Segment | Jun. 30, 2023 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Net revenue | $ 77,523 | $ 72,124 | $ 158,156 | $ 141,522 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 274 | $ 538 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Geographical Areas (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 555,437 | $ 563,629 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | 554,839 | 562,854 |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 598 | $ 775 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | $ 4,741 | $ 6,446 |
Derivative liability | 3,152 | 5,162 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 27,378 | 22,241 |
Restricted cash | 3,113 | 3,106 |
Total Assets | 30,491 | 25,347 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | 4,741 | 2,012 |
Detachable warrants | 2,253 | 3,332 |
Bifurcated coversion options | 899 | 1,830 |
Total Liabilities | $ 7,893 | 7,174 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | 4,434 | |
Total Liabilities | $ 4,434 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers between levels of hierarchy | $ 0 | $ 0 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Summary of Changes in Derivative Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2023 | $ 5,162 |
Fair value gain on revaluation of warrants and conversion option | (1,939) |
Effects of movements in foreign exchange | (71) |
Balance at June 30, 2024 | $ 3,152 |
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 | |
Jan. 19, 2024 $ / shares | Jun. 30, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Annual volatility, minimum | 77.70% | 77.79% | |
Annual volatility, maximum | 78.31% | 80.16% | |
Annual risk-free rate, minimum | 3.18% | 2.85% | |
Annual risk-free rate, maximum | 3.76% | 4.26% | |
Peninsula Contingent Consideration | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ 1.35 | $ 1.63 | |
Option exercise price | $ 1.65 | $ 1.65 | |
Annual volatility | 83.10% | 63.30% | |
Annual risk-free rate | 5.33% | 4.73% | |
Expected term (in years) | 6 months | 11 months 26 days | |
State Flower and The Apothecarium Contingent Consideration | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ 1.95 | $ 1.35 | |
Option exercise price | $ 1.76 | $ 1.76 | |
Annual volatility | 68.70% | 83.10% | |
Annual risk-free rate | 5.21% | 5.33% | |
Expected term (in years) | 2 years | 1 year 6 months 21 days | |
Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ 1.91 | $ 1.71 | |
Expected term (in years) | 4 years 3 days | 9 years 9 months 10 days | |
Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ 2.89 | $ 2.81 | |
Expected term (in years) | 10 years 3 days | 10 years 3 days | |
Detachable Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ | 1.35 | 1.63 | |
Option exercise price | $ 1.95 | $ 1.95 | |
Annual volatility | 74.90% | 74.70% | |
Annual risk-free rate | 5.09% | 4.23% | |
Expected term (in years) | 11 months 23 days | 1 year 5 months 23 days | |
Bifurcated Conversion Options | June and August 2023 private placement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ 1.35 | $ 1.63 | |
Option exercise price | $ 2.01 | $ 2.01 | |
Annual volatility | 77% | 70.10% | |
Annual risk-free rate | 4.71% | 4.23% | |
Bifurcated Conversion Options | June and August 2023 private placement | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 1 year 11 months 23 days | 2 years 5 months 23 days | |
Bifurcated Conversion Options | June and August 2023 private placement | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 2 years 1 month 2 days | 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) - USD ($) $ in Thousands | 6 Months Ended | ||||||
Aug. 01, 2024 | Jul. 31, 2024 | Jul. 19, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 01, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||||
Prepayment of term loan | $ 18,048 | $ 40,359 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 115,998 | ||||||
Senior Secured Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 140,000 | ||||||
Debt instrument initial draw amount | 114,000 | ||||||
Debt instrument delayed draw amount | 26,000 | ||||||
Chicago Atlantic Term Loan | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 24,196 | $ 24,611 | |||||
Chicago Atlantic Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Prepayment of term loan | $ 1,500 | ||||||
Principal amount | 22,696 | ||||||
FG Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Invested amount by related party | 7,500 | ||||||
FG Loan | Senior Secured Term Loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 140,000 | ||||||
Debt instrument maturity period | 4 years | ||||||
Interest rate | 12.75% | ||||||
Debt instrument initial draw amount | 114,000 | ||||||
Debt instrument delayed draw amount | $ 26,000 |