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 |