Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 252,907,618 | |
Entity Shell Company | true | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 021-340690 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 3610 Mavis Road | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L5C 1W2 | |
City Area Code | 855 | |
Local Phone Number | 837-7295 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | A6 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 48,426 | $ 79,642 |
Restricted cash | 605 | |
Accounts receivable, net | 22,189 | 14,920 |
Investments | 4,072 | |
Inventory | 54,371 | 42,323 |
Prepaid Expenses and other current assets | 7,655 | 6,336 |
Total current assets | 137,318 | 143,221 |
Non-Current Assets | ||
Property and equipment, net | 238,797 | 140,762 |
Deposits | 4,698 | |
Operating lease right of use assets | 30,570 | 29,561 |
Intangible assets, net | 351,638 | 168,984 |
Goodwill | 240,598 | 90,326 |
Indemnification asset | 3,969 | |
Other non-current assets | 4,998 | 5,111 |
Total noncurrent assets | 871,299 | 438,713 |
Total Assets | 1,008,617 | 581,934 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 57,535 | 30,340 |
Deferred revenue | 2,404 | 1,071 |
Loans payable, current | 58,856 | 8,837 |
Contingent consideration payable, current | 3,028 | 9,982 |
Operating lease liability, current | 1,394 | 1,171 |
Lease obligations under finance leases, non-current | 384 | 22 |
Corporate income tax payable | 13,189 | 9,621 |
Other current liabilities | 3,613 | |
Total current liabilities | 140,403 | 61,044 |
Non-Current Liabilities | ||
Loans payable, non-current | 180,781 | 176,306 |
Contingent consideration payable, non-current | 2,620 | 2,553 |
Operating lease liability, non-current | 31,680 | 30,573 |
Lease obligations under finance leases, non-current | 4,794 | 181 |
Warrant liability | 6,176 | 54,986 |
Deferred income tax liability | 73,087 | 14,269 |
Financing obligations | 11,606 | |
Other long term liabilities | 12,502 | 13,068 |
Total non-current liabilities | 323,246 | 291,936 |
Total Liabilities | 463,649 | 352,980 |
Commitments and Contingencies | ||
Share Capital | ||
Common stock, no par value, unlimited shares authorized; 252,707,325 and 190,930,800 shares outstanding as of June 30, 2022 and December 31, 2021 respectively | 0 | 0 |
Additional paid in capital | 854,948 | 535,418 |
Accumulated other comprehensive income (loss) | (1,063) | 2,823 |
Accumulated deficit | (315,132) | (314,654) |
Non-controlling interest | 6,215 | 5,367 |
Total Shareholders' Equity | 544,968 | 228,954 |
Total Liabilities and Shareholders' Equity | 1,008,617 | 581,934 |
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, 2022 | Dec. 31, 2021 | |
Common stock, par value | ||
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares, outstanding | 252,707,325 | 190,930,800 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 12,658 | 13,708 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 610 | 610 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 36 | |
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 | 52,395,071 | 38,890,571 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 65,367 | $ 61,977 | $ 115,812 | $ 118,473 |
Excise and cultivation tax | (563) | (3,254) | (1,349) | (6,396) |
Revenue, net | 64,804 | 58,723 | 114,463 | 112,077 |
Cost of Sales | 41,811 | 23,888 | 76,330 | 42,300 |
Gross profit | 22,993 | 34,835 | 38,133 | 69,777 |
Operating expenses: | ||||
General and administrative | 33,981 | 20,750 | 56,533 | 41,142 |
Amortization and depreciation | 3,016 | 1,844 | 5,634 | 3,717 |
Total operating expenses | 36,997 | 22,594 | 62,167 | 44,859 |
(Loss) income from operations | (14,004) | 12,241 | (24,034) | 24,918 |
Other expense (income) | ||||
Revaluation of contingent consideration | 34 | (7) | 153 | 2,990 |
(Gain) loss on fair value of warrants and purchase option derivative asset | (47,345) | 19,891 | (53,058) | 25,301 |
Finance and other expenses | 13,902 | 8,919 | 20,758 | 15,309 |
Transaction and restructuring costs | 627 | 432 | 1,242 | 432 |
Impairment of goodwill | 5,007 | 5,007 | ||
Impairment of intangible assets | 3,633 | 3,633 | ||
Unrealized and realized foreign exchange loss | (306) | 3,055 | 50 | 5,838 |
Unrealized and realized loss (gain) on investments | 234 | (5,964) | 234 | (6,192) |
Income (loss) before provision from income taxes | 18,850 | (22,725) | 6,587 | (27,400) |
Provision for income taxes | 4,688 | 6,937 | 8,431 | 16,373 |
Net income (loss) | 14,162 | (29,662) | (1,844) | (43,773) |
Foreign currency translation | 280 | (3,025) | 3,887 | (5,214) |
Comprehensive income (loss) | 13,882 | (26,637) | (5,731) | (38,559) |
Net income (loss) attributable to: | ||||
Common and proportionate Shareholders of the Company | 13,217 | (30,660) | (3,140) | (44,834) |
Non-controlling interests | 945 | 998 | 1,296 | 1,061 |
Comprehensive income (loss) attributable to: | ||||
Common and proportionate Shareholders of the Company | 12,937 | (27,635) | (7,027) | (39,620) |
Non-controlling interests | $ 945 | $ 998 | $ 1,296 | $ 1,061 |
Net income (loss) per share, basic and diluted | ||||
Net income (loss) per share - basic | $ 0.05 | $ (0.17) | $ (0.01) | $ (0.25) |
Weighted average number of outstanding common and proportionate voting shares | 252,305,425 | 182,369,839 | 231,829,926 | 176,901,119 |
Net income (loss) per share - diluted | $ 0.05 | $ (0.17) | $ (0.01) | $ (0.25) |
Weighted average number of outstanding common and proportionate voting shares, assuming dilution | 257,883,711 | 182,369,839 | 231,829,926 | 176,901,119 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Exchangeable Shares | Proportionate Voting Shares | Preferred Stock Series A Convertible Preferred Stock | Preferred Stock Series B Convertible Preferred Stock | Preferred Stock Series C Convertible Preferred Stock | Preferred Stock Series D Convertible Preferred Stock | Common Shares Equivalent | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 2020 | $ (13,316) | $ 305,138 | $ (3,662) | $ (318,594) | $ 3,802 | ||||||||
Balance, shares at Dec. 31, 2020 | 79,526,785 | 38,890,571 | 76,307 | 14,258 | 710 | 209,692,379 | |||||||
Shares issued - stock option, warrant and RSU exercises | 33,168 | 33,168 | |||||||||||
Shares issued - stock option, warrant and RSU exercises, shares | 3,647,503 | 87 | 1,315 | 5,048,796 | |||||||||
Shares, options and warrants issued- acquisitions | 34,427 | 34,427 | |||||||||||
Shares, options and warrants issued - acquisitions, shares | 3,464,870 | 3,464,870 | |||||||||||
Shares issued- liability settlement | 57 | 57 | |||||||||||
Shares issued- liability settlement, shares | 5,000 | 5,000 | |||||||||||
Private placement net of share issuance costs | 173,477 | 173,477 | |||||||||||
Private placement net of share issuance costs, shares | 18,115,656 | 18,115,656 | |||||||||||
Shares issued- conversion, shares | 78,358,768 | (76,307) | (550) | (100) | (87) | (1,315) | |||||||
Share-based compensation expense | 8,215 | 8,215 | |||||||||||
Options expired/forfeited | (53) | 53 | |||||||||||
Conversion of convertible debt | 5,656 | 5,656 | |||||||||||
Conversion of convertible debt, shares | 1,284,221 | 1,284,221 | |||||||||||
Return of capital | (383) | (383) | |||||||||||
Net income (loss) | (43,773) | (44,834) | 1,061 | ||||||||||
Foreign currency translation | 5,214 | 5,214 | |||||||||||
Balance at Jun. 30, 2021 | 202,742 | 560,085 | 1,552 | (363,375) | 4,480 | ||||||||
Balance, shares at Jun. 30, 2021 | 184,402,803 | 38,890,571 | 13,708 | 610 | 237,610,922 | ||||||||
Balance at Dec. 31, 2020 | (13,316) | 305,138 | (3,662) | (318,594) | 3,802 | ||||||||
Balance, shares at Dec. 31, 2020 | 79,526,785 | 38,890,571 | 76,307 | 14,258 | 710 | 209,692,379 | |||||||
Return of capital | 1,406 | ||||||||||||
Balance at Dec. 31, 2021 | 228,954 | 535,418 | 2,823 | (314,654) | 5,367 | ||||||||
Balance, shares at Dec. 31, 2021 | 190,930,800 | 38,890,571 | 13,708 | 610 | 36 | 244,175,394 | |||||||
Balance at Mar. 31, 2021 | 183,160 | 513,643 | (1,473) | (332,715) | 3,705 | ||||||||
Balance, shares at Mar. 31, 2021 | 178,956,366 | 38,890,571 | 14,008 | 610 | 232,464,485 | ||||||||
Shares issued - stock option, warrant and RSU exercises | 7,310 | 7,310 | |||||||||||
Shares issued - stock option, warrant and RSU exercises, shares | 1,676,567 | 1,676,567 | |||||||||||
Shares, options and warrants issued- acquisitions | 34,427 | 34,427 | |||||||||||
Shares, options and warrants issued - acquisitions, shares | 3,464,870 | 3,464,870 | |||||||||||
Shares issued- liability settlement | 57 | 57 | |||||||||||
Shares issued- liability settlement, shares | 5,000 | 5,000 | |||||||||||
Shares issued- conversion, shares | 300,000 | (300) | |||||||||||
Share-based compensation expense | 4,648 | 4,648 | |||||||||||
Return of capital | (223) | (223) | |||||||||||
Net income (loss) | (29,662) | (30,660) | 998 | ||||||||||
Foreign currency translation | 3,025 | 3,025 | |||||||||||
Balance at Jun. 30, 2021 | 202,742 | 560,085 | 1,552 | (363,375) | 4,480 | ||||||||
Balance, shares at Jun. 30, 2021 | 184,402,803 | 38,890,571 | 13,708 | 610 | 237,610,922 | ||||||||
Balance at Dec. 31, 2021 | 228,954 | 535,418 | 2,823 | (314,654) | 5,367 | ||||||||
Balance, shares at Dec. 31, 2021 | 190,930,800 | 38,890,571 | 13,708 | 610 | 36 | 244,175,394 | |||||||
Shares issued - stock option, warrant and RSU exercises | 25,743 | 25,743 | |||||||||||
Shares issued - stock option, warrant and RSU exercises, shares | 9,336,728 | 9,336,728 | |||||||||||
Shares, options and warrants issued- acquisitions | 288,044 | 288,044 | |||||||||||
Shares, options and warrants issued - acquisitions, shares | 51,349,978 | 13,504,500 | 64,854,478 | ||||||||||
Shares issued- liability settlement | 22 | 22 | |||||||||||
Shares issued- liability settlement, shares | 4,000 | 4,000 | |||||||||||
Shares issued- conversion, shares | 1,085,819 | (1,050) | (36) | ||||||||||
Share-based compensation expense | 7,819 | 7,819 | |||||||||||
Options expired/forfeited | (2,662) | 2,662 | |||||||||||
Capital Contribution | 116 | 564 | (448) | ||||||||||
Net income (loss) | (1,844) | (3,140) | 1,296 | ||||||||||
Foreign currency translation | (3,886) | (3,886) | |||||||||||
Balance at Jun. 30, 2022 | 544,968 | 854,948 | (1,063) | (315,132) | 6,215 | ||||||||
Balance, shares at Jun. 30, 2022 | 252,707,325 | 52,395,071 | 12,658 | 610 | 318,370,600 | ||||||||
Balance at Mar. 31, 2022 | 525,239 | 850,386 | (783) | (329,855) | 5,491 | ||||||||
Balance, shares at Mar. 31, 2022 | 251,971,226 | 52,395,071 | 13,358 | 610 | 318,334,501 | ||||||||
Shares issued - stock option, warrant and RSU exercises | 1,041 | 1,041 | |||||||||||
Shares issued - stock option, warrant and RSU exercises, shares | 36,099 | 36,099 | |||||||||||
Shares issued- conversion, shares | 700,000 | (700) | |||||||||||
Share-based compensation expense | 4,463 | 4,463 | |||||||||||
Options expired/forfeited | (1,506) | 1,506 | |||||||||||
Capital Contribution | 343 | 564 | (221) | ||||||||||
Net income (loss) | 14,162 | 13,217 | 945 | ||||||||||
Foreign currency translation | (280) | (280) | |||||||||||
Balance at Jun. 30, 2022 | $ 544,968 | $ 854,948 | $ (1,063) | $ (315,132) | $ 6,215 | ||||||||
Balance, shares at Jun. 30, 2022 | 252,707,325 | 52,395,071 | 12,658 | 610 | 318,370,600 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (1,844) | $ (43,773) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||
Non-cash write downs of inventory | 8,495 | 699 |
Accretion expense | 1,936 | (544) |
Depreciation of property and equipment and amortization of intangible assets | 12,131 | 7,050 |
Amortization of operating right-of-use assets | 1,074 | 2,269 |
Share-based compensation | 7,819 | 8,215 |
Deferred income tax (recovery) expense | (787) | 285 |
(Gain) loss on fair value of warrants and purchase option derivative | (53,058) | 25,301 |
Revaluation of contingent consideration | 153 | 2,990 |
Impairment of intangible assets | 3,633 | |
Impairment of goodwill | 5,007 | |
Loss on disposal of fixed assets | 929 | 37 |
Release of indemnification asset | 3,973 | 3,796 |
Forgiveness of principal and interest on loans | (766) | |
Unrealized and realized foreign exchange loss | 50 | 5,838 |
Unrealized and realized loss (gain) on investments | 234 | (6,192) |
Changes in operating assets and liabilities | ||
Receivables | 475 | (950) |
Inventory | 208 | (9,879) |
Prepaid expense and deposits | 1,474 | (507) |
Deposits | 206 | |
Other assets | 461 | 389 |
Accounts payable and accrued liabilities and other payables | (8,299) | 639 |
Operating lease liability | (614) | (1,889) |
Other liability | (10,353) | |
Contingent consideration payable | (410) | (11,394) |
Corporate income tax payable | 5 | (293) |
Deferred revenue | 766 | |
Net cash used in operating activities | (34,976) | (10,076) |
Investing activities | ||
Investment in property and equipment | (12,500) | (10,856) |
Investment in intangible assets | (1,330) | (40) |
Principal payments received on lease receivable | 392 | 359 |
Distributions of earnings from associates | 469 | |
Deposits for property and equipment | (10,036) | (10,583) |
Deposits for business acquisition | (852) | |
Payments made for land contracts | (429) | |
Cash received on acquisition | 24,716 | |
Cash portion of consideration paid in acquisitions, net of cash acquired | (42,736) | |
Net cash used in investing activities | (39) | (63,387) |
Financing activities | ||
Proceeds from options and warrants exercised | 24,158 | 12,921 |
Loan principal paid | (5,203) | |
Loan amendment fee paid | (1,200) | |
Proceeds from loans payable | 766 | |
Cash distributions to NJ partners | (1,436) | |
Capital contributions paid to non-controlling interests | (448) | (383) |
Payments of contingent consideration | (6,630) | (18,274) |
Payments made for financing obligations | (460) | |
Proceeds from private placement, net of share issuance costs | 173,477 | |
Net cash provided by financing activities | 8,781 | 168,507 |
Net (decrease) increase in cash and cash equivalents during the period | (26,234) | 95,044 |
Net effects of foreign exchange | (4,377) | (89) |
Cash and cash equivalents, beginning of period | 79,642 | 59,226 |
Cash and cash equivalents, end of period | 49,031 | 154,181 |
Supplemental disclosure with respect to cash flows | ||
Income taxes paid | 9,213 | 16,381 |
Interest paid | 14,641 | 13,290 |
Lease termination fee paid | 3,300 | |
Non-cash transactions | ||
Shares issued as consideration for acquisitions | 294,800 | 34,427 |
Promissory note issued as consideration for acquisitions | 6,750 | |
Shares issued for liability settlement | 22 | 57 |
Accrued capital purchases | $ 9,776 | $ 336 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Na ture of operations TerrAscend was incorporated under the Ontario Business Corporations Act on March 7, 2017 . TerrAscend provides cannabis products, brands, and services in the United States ("US") and Canada cannabinoid markets where cannabis production or consumption has been legalized for therapeutic or adult use. TerrAscend operates a number of synergistic businesses, includin g Gage Growth Corp. ("Gage"), a cultivator, processor, and retailer in Michigan, The Apothecarium (“The Apothecarium”), a cannabis dispensary with several retail locations in California, Pennsylvania and New Jersey; TerrAscend NJ, LLC ("TerrAscend NJ"), a cultivator, processor and retailer with operations in New Jersey, Ilera Healthcare (“Ilera”), Pennsylvania’s medical cannabis cultivator, processor and dispenser; HMS Health, LLC and HMS Processing, LLC (collectively “HMS”), a medical cannabis cultivator and processor based in Maryland; Valhalla Confections, a manufacturer of cannabis-infused edibles; State Flower a California-based cannabis producer operating a licensed cultivation facility in San Francisco; and Arise Bioscience Inc., a manufacturer and distributor of hemp-derived products. The Company was listed on the Canadian Stock Exchange effective May 3, 2017, having the ticker symbol TER and effective October 22, 2018, the Company began trading on OTCQX under the ticker symbol TRSSF. The Company’s registered office is located at 3610 Mavis Road, Mississauga, Ontario, L5C 1W2. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 as of and for the three and six months ended June 30, 2022 and 2021 (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the operating results for the year ended December 31, 2022, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2021 contained in the Company's 2021 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Company's 2021 Form 10-K. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | 3. Accounts receivable, net June 30, 2022 December 31, 2021 Trade receivables $ 22,341 $ 14,684 Sales tax receivable 559 358 Other receivables 437 370 Provision for sales returns ( 316 ) ( 157 ) Expected credit losses ( 832 ) ( 335 ) Total receivables, net $ 22,189 $ 14,920 Sales tax receivable represents input tax credits arising from sales tax levied on the supply of goods purchased or services received in Canada. Other receivables at June 30, 2022 and December 31, 2021 mainly include amounts due from the sellers of the Apothecarium. June 30, 2022 December 31, 2021 Trade receivables $ 22,341 $ 14,684 Less: provision for sales returns and expected credit losses ( 1,148 ) ( 492 ) Total trade receivables, net $ 21,193 $ 14,192 Of which Current 8,173 13,282 31-90 days 711 569 Over 90 days 13,457 833 Less: provision for sales returns and expected credit losses ( 1,148 ) ( 492 ) Total trade receivables, net $ 21,193 14,192 The over 90 days aged balance relates mainly to one customer who has agreed to a payment plan and the Company has received payments in accordance with the payment plan subsequent to June 30, 2022. The following is a roll-forward of the provision for sales returns and allowances related to trade accounts receivable: June 30, 2022 December 31, 2021 Beginning of period $ 492 1,782 Provision for sales returns 255 1,125 Expected credit losses 859 357 Write-offs charged against provision ( 431 ) ( 2,772 ) Foreign currency translation adjustments ( 27 ) - Total provision for sales returns and allowances $ 1,148 492 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions AMMD On April 8, 2022, the Company entered into a definitive agreement to acquire Allegany Medical Marijuana Dispensary ("AMMD"), a medical dispensary in Maryland from Moose Curve Holdings, LLC. Under the terms of the agreement, the Company will acquire 100 % equity interest in AMMD for total consideration of $ 10,000 in cash, in addition to acquiring related real estate for $ 1,700 . The transaction is subject to customary closing conditions and regulatory approvals. The Company intends to rebrand the 8,000 square foot dispensary as The Apothecarium. Pinnacle On April 14, 2 022, the Company entered into a definitive agreement to acquire KISA Enterprises MI, LLC and KISA Holdings, LLC (collectively, "Pinnacle"), a dispensary operator in Michigan, and related real estate, for total consideration of $ 28,500 , payable in cash, two promissory notes in an aggregate amount of $ 10,000 , and stock. The transaction includes six retail dispensary licenses, five of which are currently operational and located in the cities of Addison, Buchanan, Camden, Edmore, and Morenci, Michigan. The Company intends to rebrand each of the dispensaries under either the Gage or Cookies retail brand. This transaction is pending approval. Gage On March 10, 2022, in order to expand its footprint in key markets, the Company acquired all of the issued and outstanding subordinate voting shares (or equivalent) of Gage, a cultivator and processor with operations in the Michigan market. Pursuant to the terms of the arrangement agreement, for each Gage subordinate voting share and other equity instruments, including outstanding stock options and warrants, each holder received a 0.3001 equivalent replacement award of the Company's respective security at the time of closing based on the closing price of the Common Shares on the Canadian Stock Exchange ("CSE") on March 10, 2022. On the acquisition date there was consideration in the form o f 51,349,978 Common Shares valued at $ 207,871 , 13,504,500 exchangeable units valued at $ 66,591 , 4,940,364 replacement stock options with a fair value of $ 13,147 , and 282,023 replacement warrants with a fair value of $ 435 . E ach of the directors, officers and 10% shareholders of Gage entered into voting support and lock-up agreements in which the shares issued to these individuals are subject to various vesting periods. As such, a restriction discount of $ 45,336 has been placed over the shares subject to lock-up. The fair value of the replacement options and warrants was calculated using the Black Scholes Option Pricing Model combined with the percentage of the vesting period that was completed prior to the acquisition. Additionally, total consideration included warrant liabilities convertible into equity with a fair value of $ 6,756 . The following table presents the fair value of assets acquired and liabilities assumed as of the March 10, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 24,716 Accounts receivable 8,996 Inventory 20,852 Prepaid expenses and other current assets 1,855 Property and equipment 69,595 Operating right of use asset 1,948 Deposits 1,147 Intangible assets 187,953 Goodwill 150,272 Investments 4,121 Accounts payable and accrued liabilities ( 29,871 ) Corporate income taxes payable ( 5,000 ) Operating lease liability ( 1,948 ) Finance lease liability ( 308 ) Deferred revenue ( 562 ) Loans payable ( 60,605 ) Deferred tax liability ( 59,603 ) Financing obligations ( 12,184 ) Other liabilities ( 6,574 ) Net assets acquired 294,800 Common shares of TerrAscend 274,462 Fair value of other equity instruments 13,582 Fair value of warrants classified as liabilities 6,756 Total consideration 294,800 The acquired intangible assets include cultivation and processing licenses, as well as retail licenses, which are treated as definite-lived intangible assets which are amortized over a 15 year period. The fair value of the cultivation and processing and the retail licenses are $ 77,198 and $ 53,321 , respectively. In addition, the i ntangible assets include brand intangibles which are treated as indefinite lived intangible assets. The fair value of the brand intangibles is $ 57,435 . The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. The accounting for this acquisition has been provisionally determined at June 30, 2022. The fair value of net assets acquired, specifically with respect to inventory, intangible assets, deferred revenue, property and equipment, operating right of use assets, lease liabilities, investments, corporate income taxes payable, deferred tax liability, and goodwill have been determined provisionally and are subject to adjustment. Upon completion of a comprehensive valuation and finalization of the purchase price allocation, the amounts above may be adjusted retrospectively to the acquisition date in future reporting periods. Costs related to this transaction were $ 3,949 , including legal, accounting, due diligence, and other transaction-related expenses. Of the total amount of transaction costs, $ 1,309 was recorded during the six months ended June 30, 2022, and was included in transaction and restructuring costs in the consolidated statement of operations and comprehensive income. On a standalone basis, had the Company acquired the business on January 1, 2022, sales estimates would have been $ 41,444 for the six months ended June 30, 2022 and net loss estimates would have been $ ( 16,959 ) . Actual sales and net loss for the six months ended June 30, 2022 since the date of acquisition are $ 28,928 and $ ( 7,748 ) , respectively. Contingent consideration Contingent consideration recorded relates to the Company’s business acquisitions. Contingent consideration is based upon the potential earnout of the underlying business unit and is measured at fair value using a projection model for the business and the formulaic structure for determining the consideration under the terms of the agreement. The balance of contingent consideration is as follows: State Flower Apothecarium KCR Total Carrying amount, December 31, 2021 $ 8,360 $ 3,028 $ 1,147 $ 12,535 Payments of contingent consideration ( 7,040 ) — — ( 7,040 ) Revaluation of contingent consideration 86 — 67 153 Carrying amount, June 30, 2022 $ 1,406 $ 3,028 $ 1,214 $ 5,648 Less: current portion — ( 3,028 ) — ( 3,028 ) Non-current contingent consideration $ 1,406 $ - $ 1,214 $ 2,620 During the six months ended June 30, 2022, the Company made payments of $ 7,040 to the sellers of its previously acquired State Flower business. The remaining amount will be paid to the sellers of State Flower upon the Company's acquisition of the remaining 50.1 % of State Flower, which is subject to regulatory approval. Refer to Note 20 for discussion of valuation methods used when determining the fair value of the contingent consideration liability at June 30, 2022, and the changes in fair value during the six months ended June 30, 2022 . |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2022 | |
Inventory, Net [Abstract] | |
Inventory | 5. Inventory The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2022 December 31, 2021 Raw materials $ 7,161 $ 3,185 Finished goods 16,520 8,721 Work in process 27,842 26,852 Accessories, supplies and consumables 2,848 3,565 $ 54,371 $ 42,323 On February 4, 2022, more than 500 vape products were recalled by the Pennsylvania's Department of Health, including several of the Company's SKUs. As a result of the recall, the Company wrote off $ 1,071 and $ 1,925 of inventory during the three and six months ended June 30, 2022, respectively. In addition, management wrote down its inventory by $ 6,351 and $ 6,570 for the three and six months ended June 30, 2022 , respectively, and $ 115 and $ 699 for the three and six months ended June 30, 2021 . The inventory write-downs in the current year period were mainly due to the write down of inventory to lower of cost or market which was related to the Company's operational reconfiguration of its cultivation facility in Pennsylvania, as well as inventory in Canada that the Company deemed unsaleable. The inventory write-downs in the prior year period were related to inventory that the Company deemed unsaleable. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and equipment Property and equipment consisted of: June 30, 2022 December 31, 2021 Land $ 7,613 $ 4,183 Assets in process 52,624 6,858 Buildings & improvements 157,814 118,014 Machinery & equipment 27,906 23,424 Office furniture & equipment 8,290 3,232 Assets under finance leases 4,961 239 Total cost 259,208 155,950 Less: accumulated depreciation ( 20,411 ) ( 15,188 ) Property and equipment, net $ 238,797 $ 140,762 Assets in process represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service. During the six months ended June 30, 2022 and the twelve months ended December 31, 2021 , borrowing costs were no t capitalized because the assets in process did not meet the criteria of a qualifying asset. Depreciation expense was $ 3,027 and $ 5,513 for the three and six months ended June 30, 2022, respectively ($ 1,670 and $ 3,406 , respectively included in cost of sales) and $ 1,805 and $ 3,771 for the three and six months ended June 30, 2021, respectively ($ 1,127 and $ 2,225 included in cost of sales). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. Intangible assets and goodwill Intangible assets consisted of the following: At June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,926 $ ( 1,819 ) $ 1,107 Licenses 284,818 ( 17,301 ) 267,517 Brand intangibles 1,144 ( 568 ) 576 Non-compete agreements 280 ( 48 ) 232 Total finite lived intangible assets 289,168 ( 19,736 ) 269,432 Indefinite lived intangible assets Brand intangibles 82,206 — 82,206 Total indefinite lived intangible assets 82,206 — 82,206 Intangible assets, net $ 371,374 $ ( 19,736 ) $ 351,638 At December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,626 $ ( 1,353 ) $ 1,273 Licenses 153,300 ( 11,311 ) 141,989 Brand intangibles 1,144 ( 254 ) 890 Non-compete agreements 280 ( 221 ) 59 Total finite lived intangible assets 157,350 ( 13,139 ) 144,211 Indefinite lived intangible assets Brand intangibles 24,773 — 24,773 Total indefinite lived intangible assets 24,773 — 24,773 Intangible assets, net $ 182,123 $ ( 13,139 ) $ 168,984 Amortization expense was $ 4,019 and $ 6,618 for the three and six months ended June 30, 2022, respectively ($ 2,345 and $ 3,076 , respectively included in cost of sales) and $ 1,787 and $ 3,279 for the three and six months ended June 30, 2021, respectively ($ 621 and $ 1,108 , respectively included in cost of sales). Estimated future amortization expense for finite lived intangible assets for the next five years is as follows: 2022 $ 8,236 2023 $ 15,661 2024 $ 15,234 2025 $ 14,797 2026 $ 14,748 The following table summarizes the activity in the Company’s goodwill balance: Balance at December 31, 2021 $ 90,326 Acquisitions (see Note 4) 150,272 Balance at June 30, 2022 $ 240,598 Impairment of Intangible Assets For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Finite lived intangible assets Software $ - $ 9 $ - $ 9 Licenses — — — - Customer Relationships — 2,000 — 2,000 Non-compete agreements — 224 — 224 Total impairment of finite lived intangible assets — 2,233 — 2,233 Indefinite lived intangible assets Brand intangibles — 1,400 — 1,400 Total impairment of indefinite lived intangible assets — 1,400 — 1,400 Total impairment of intangible assets $ - $ 3,633 $ - $ 3,633 In August 2021, the Company made the decision to undertake a strategic review process to explore, review and evaluate potential alternatives for its Arise business focused on maximizing shareholder value. As a result of this review, the Company recorded impairment of intangible assets of $ 3,633 for the six months ended June 30, 2021. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loans Payable | 8. Loans payable Canopy Growth (formerly RIV Capital) Loan Canopy Growth- Canada Inc Loan Other Loans Canopy Growth- Arise Loan Ilera Term Loan KCR Loan Gage loans Total Balance at December 31, 2021 $ 8,680 $ 42,165 $ 7,915 $ 8,900 $ 115,233 $ 2,250 $ - $ 185,143 Addition on acquisition — — — — — — 60,605 60,605 Loan amendment fee — — — — ( 1,200 ) — — ( 1,200 ) Interest accretion 665 2,739 319 702 8,542 74 2,819 15,860 Principal and interest paid ( 624 ) ( 3,837 ) ( 2,586 ) — ( 7,662 ) ( 2,324 ) ( 2,811 ) ( 19,844 ) Effects of movements in foreign exchange ( 142 ) ( 691 ) ( 94 ) — — — — ( 927 ) Ending carrying amount at June 30, 2022 $ 8,579 $ 40,376 $ 5,554 $ 9,602 $ 114,913 $ - $ 60,613 $ 239,637 Less: current portion ( 309 ) ( 1,170 ) ( 464 ) — ( 42 ) — ( 56,871 ) ( 58,856 ) Non-current loans payable $ 8,270 $ 39,206 $ 5,090 $ 9,602 $ 114,871 $ - $ 3,742 $ 180,781 Total interest paid on all loan payables was $ 6,370 and $ 14,641 for the three and six months ended June 30, 2022, respectively, and $ 4,150 and $ 13,290 for the three and six months ended June 30, 2021, respectively. Gage loans The Gage Acquisition (refer to Note 4) included a senior secured term loan with an acquisition date fair value of $ 53,357 . The Credit Agreement bears interest at a r ate equal to the greater of the Prime Rate plus 7 % or 10.25 %. The term loan is payable monthly and matures on November 30, 2022 . The term loan is secured by a first lien on all Gage assets. Additionally, the Gage Acquisition included a loan payable to a former owner of a licensed entity with an acquisition date fair value of $ 2,683 , and a Promissory Note with an acquisition date fair value of $ 4,065 . The loan payable to the former owner bears interest at a rate of 0.2 %. The Promissory Note bears interest at a fixed rate of 6 %. Maturities of loans payable Stated maturities of loans payable over the next five years are as follows: June 30, 2022 2022 $ 56,589 2023 9,187 2024 131,869 2025 — 2026 — Thereafter 82,491 Total principal payments $ 280,136 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 9. 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 28 years. The Company had three finance leases at June 30, 2022 and one finance lease at December 31, 2021. Amounts recognized in the consolidated balance sheet are as follows: June 30, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 30,570 $ 29,561 Operating lease liability classified as current 1,394 1,171 Operating lease liability classified as non-current 31,680 30,573 Total operating lease liabilities $ 33,074 $ 31,744 Finance leases: Property and equipment, net $ 4,724 $ 168 Lease obligations under finance leases classified as current 384 22 Lease obligations under finance leases classified as non-current 4,794 181 Total finance lease obligations $ 5,178 $ 203 The Company recognized operating lease expense of $ 1,173 and $ 2,355 for the three and six months ended June 30, 2022 , respectively and $ 1,231 and $ 2,109 for the three and six months ended June 30, 2021, respectively. On January 27, 2022, the Company made a payment of $ 3,300 related to the Lease Termination at its Hagerstown location which enables the Company to terminate its building lease at a later date. The lease termination fee was expensed during the year ended December 31, 2021. Other information related to operating leases at June 30, 2022 and December 31, 2021 consist of the following: June 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 12.9 14.2 Finance leases 9.9 5.5 Weighted-average discount rate Operating leases 10.69 % 10.72 % Supplemental cash flow information related to leases are as follows: June 30, 2022 December 31, 2021 Cash paid for amounts included in measurement of operating lease liabilities $ 2,434 $ 3,987 Right-of-use assets obtained in exchange for lease obligations $ 6,641 $ 9,773 Cash paid for amounts included in measurement of finance lease liabilities $ 67 $ 40 Undiscounted lease obligations are as follows: Operating Finance Total 2022 $ 2,448 $ 264 $ 2,712 2023 4,975 824 5,799 2024 4,966 757 5,723 2025 4,950 775 5,725 2026 4,672 794 5,466 Thereafter 43,887 4,608 48,495 Total lease payments 65,898 8,022 73,920 Less: interest ( 32,824 ) ( 2,844 ) ( 35,668 ) Total lease liabilities $ 33,074 $ 5,178 $ 38,252 Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: 2022 $ 243 2023 435 2024 434 2025 448 2026 263 Thereafter - Total rental payments $ 1,823 A sale-leaseback transaction occurs when an entity sells an asset it owns and then immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. Under ASC 842, both parties must assess whether the buyer-lessor has obtained control of the asset and a sale has occurred. The Company's subsidiary Gage entered into leaseback transactions on five properties of owned real estate. The Company has determined that these transactions do not qualify as a sale because control was not transferred to the buyer-lessor. Therefore, the Company has classified the lease portion of the transaction as a finance lease and continues to depreciate the asset. The Gage Acquisition (refer to Note 4) included financing obligations. The balance at June 30, 2022 was $ 12,352 . Of this amount, $ 746 is included in other current liabilities and $ 11,606 is included in financing obligations in the consolidated balance sheets. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 10. 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, 2021 30,995,473 8,855,066 $ 4.20 5.66 Exercised ( 7,989,436 ) Replacement warrants granted on acquisition of Gage 282,023 Outstanding, June 30, 2022 23,288,060 1,110,168 $ 4.71 7.06 Pursuant to the terms of the Gage Acquisition, each holder of a Gage warrant received a 0.3001 equivalent replacement warrant. Each warrant is exercisable into common share purchase warrants. The warrants range in exercise price from $ 3.83 to $ 7.00 and expire at various dates from October 6, 2022 to July 2, 2025 . Refer to Note 4 for the determination of fair value of warrants acquired. The Gage Acquisition included warrant liabilities that are exchangeable into Common Shares. Refer to Note 4 for the determination of the fair value of the warrant liability. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 - - $ - - Granted on acquisition of Gage 7,129,517 Outstanding, June 30, 2022 7,129,517 7,129,517 $ 8.66 1.49 The following is a summary of the outstanding warrants for Proportionate Voting Shares at June 30, 2022 . These warrants are exercisable for 0.001 of a Proportionate Voting Share. The Proportionate Voting Shares are exchangeable into Common Shares on a basis of 1,000 Common Shares per Proportionate Voting Share. Number of Proportionate Share Warrants Outstanding Number of Proportionate Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 8,590,908 8,590,908 $ 5.69 0.64 Exercised — Outstanding, June 30, 2022 8,590,908 8,590,908 $ 5.60 0.15 The following is a summary of the outstanding Preferred Share warrants at June 30, 2022 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 16,056 16,056 $ 3,000 1.39 Exercised ( 950 ) Outstanding, June 30, 2022 15,106 15,106 $ 3,000 0.90 |
Share-based Compensation Plans
Share-based Compensation Plans | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | 11. 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, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Stock options $ 3,500 $ 4,316 $ 6,090 $ 7,766 Restricted share units 963 332 1,729 449 Total share-based payments $ 4,463 $ 4,648 $ 7,819 $ 8,215 Stock Options The following table summarizes the stock option activity for the six months ended June 30, 2022: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2021 12,854,519 4.84 $ 4.85 $ 27,557 $ 4.22 Granted 4,182,590 5.16 Replacement options granted on acquisition of Gage 4,940,364 2.99 Exercised ( 88,015 ) 4.04 Forfeited (1) ( 649,376 ) 8.65 Expired ( 396,441 ) 8.08 Outstanding, June 30, 2022 20,843,641 4.94 $ 4.24 3,615 $ - Exercisable, June 30, 2022 12,396,267 3.07 $ 3.11 3,615 N/A Nonvested, June 30, 2022 8,447,374 7.69 $ 5.89 - N/A (1) For stock options forfeited, represents one share for each stock option forfeited. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2022 and December 31, 2021, 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 all option holders exercised their in-the-money options on June 30, 2022 and December 31, 2021, respectively. The total pre-tax intrinsic value (the difference between th e market price of the Company’s Common Stock on the exercise date and the price paid by the option holder to the exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Exercised $ 79 $ 1,721 $ 140 $ 4,798 The Gage Acquisition included consideration in the form of 4,940,364 replacement options that had been issued before the acquisition date to employees of Gage. The post-combination options vest over a 1- 3 year period. The fair value of the replacement options are estimated using the Black-Scholes Option Pricing Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted was estimated using the Black-Scholes Option Pricing Model with the following assumptions: June 30, 2022 December 31, 2021 Volatility 77.55 % - 79.04 % 79.05 % - 81.51 % Risk-free interest rate 1.63 % - 3.02 % 0.90 % - 1.72 % Expected life (years) 9.62 - 10.01 4.57 - 10.05 Dividend yield 0 % 0 % Forfeiture rate 23.73 % 23.21 % - 27.73 % Volatility was estimated by using the historical volatility of the Company's stock price. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on US treasury bond issues with a remaining term approximately equal to the expected life of the options. Dividend yield is zero since 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, 2022 and 2021 was $ 4,921 and $ 9,140 , respectively. As of June 30, 2022, there was $ 30,806 of total unrecognized compensation cost related to unvested options. Restricted Share Units The following table summarizes the activities for the unvested RSUs for the three and six months ended June 30, 2022: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2021 192,171 13,294 N/A Granted 573,716 Vested ( 58,825 ) Forfeited ( 23,250 ) Outstanding, June 30, 2022 683,812 13,050 N/A As of June 30, 2022, there was $ 3,916 of total unrecognized compensation cost related to unvested RSUs. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 12. Non-controlling interest Non-controlling interest consists mainly of the Company’s ownership minority interest in its New Jersey operations and IHC Real Estate operations and consists of the following amounts: June 30, 2022 December 31, 2021 Opening carrying amount $ 5,367 $ 3,802 Capital distributions ( 448 ) ( 53 ) Investment in NJ partnership — ( 1,406 ) Net income attributable to non-controlling interest 1,296 3,024 Ending carrying amount $ 6,215 $ 5,367 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 13. 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, 2022 amounts due to/from related parties consisted of: • 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 8), which makes up $ 3,550 of the total loan principal balance at June 30, 2022 and December 31, 2021, respectively. • Shareholders’ Equity: During the six months ended June 30, 2022, the Company had the following transactions related to shareholders’ equity: • Pursuant to the Gage Acquisition, Jason Wild and his respective affiliates received 10,467,229 of the Company's Common Shares in exchange for their Gage subordinate voting shares that were owned, held, controlled or directed, directly or indirectly, by Mr. Wild and his respective affiliates and 7,129,517 of the Company's warrants in exchange for their Gage warrants that were owned, held, controlled or directed, directly or indirectly, by Mr. Wild and his respective affiliates. The value of the interests of funds controlled directly or indirectly by Mr. Wild in the transaction in respect of the common shares was $ 52,335 , in addition to the Company warrants issued in replacement of Gage warrants, at the implied consideration of $ 1.50 per Gage warrant. Richard Mavrinac, a former director of the Company, received 40,213 Common Shares in exchange for his Gage subordinate voting shares that were owned, held, controlled or directed, directly or indirectly, by Mr. Mavrinac and also received 6,683 Common Shares in exchange for his Gage restricted stock units that were owned, held, controlled or directed, directly or indirectly by Mr. Mavrinac. The value of Mr. Mavrinac's interest in the transaction was $ 234 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income taxes The effective tax rate was 25 % and 128 % for the three and six months ended June 30, 2022 , respectively and - 31 % and - 60 % for the three and six months ended June 30, 2021, respectively. Unrecognized tax benefits on the Unaudited Interim Condensed Consolidated Balance Sheets of $ 9,318 were reclassed from corporate income tax payable to other long term liability at December 31, 2021 as the classification better aligns with the recognition of the benefits. |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2022 | |
General and Administrative Expense [Abstract] | |
General And Administrative Expenses Text Block | 15. 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, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Office and general $ 6,042 $ 3,369 $ 9,608 $ 7,224 Professional fees 3,564 3,070 6,492 5,749 Lease expense 1,105 1,109 2,355 2,109 Facility and maintenance 813 597 1,450 1,315 Salaries and wages 13,629 7,451 22,917 15,102 Share-based compensation 4,463 4,648 7,819 8,215 Sales and marketing 4,365 506 5,892 1,428 Total $ 33,981 $ 20,750 $ 56,533 $ 41,142 |
Revenue, Net
Revenue, Net | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Net | 16. Revenue, net The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Wholesale $ 16,825 $ 36,330 $ 40,766 $ 74,714 Retail 47,979 22,393 73,697 37,363 Total $ 64,804 $ 58,723 $ 114,463 $ 112,077 , the Company did no t have any single customer that accounted for 10% or more of the Company’s revenue. As a result of the vape recall in Pennsylvania (refer to note 5), the Company recorded sales returns of $nil and $ 1,040 during the three and six months ended June 30, 2022 , respectively. |
Finance and Other Expenses
Finance and Other Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Finance And Other Expenses [Abstract] | |
Finance and Other Expenses | 17. Finance and other expenses The Company’s finance and other expenses included the following: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest accretion $ 8,758 $ 6,464 $ 15,860 $ 12,746 Forgiveness of principal and interest on loans — 766 — - Indemnification asset release 3,998 2,599 3,973 3,796 Loss on disposal of fixed assets 845 37 929 37 Other expense (income) 301 ( 947 ) ( 4 ) ( 1,270 ) Total $ 13,902 $ 8,919 $ 20,758 $ 15,309 The indemnification asset release is the reduction of the indemnification asset related to the expiration of the escrow agreement related to the acquisition of The Apothecarium. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 18. 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 operates with subsidiaries located in Canada and the US. The Company had the following net revenue by geography of: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 United States $ 63,952 $ 52,457 $ 112,545 $ 102,141 Canada 852 6,266 1,918 9,936 Total $ 64,804 $ 58,723 $ 114,463 $ 112,077 The Company had non-current assets by geography of: June 30, 2022 December 31, 2021 United States $ 842,569 $ 409,150 Canada 28,730 29,563 Total $ 871,299 $ 438,713 |
Capital Management
Capital Management | 6 Months Ended |
Jun. 30, 2022 | |
Capital Management [Abstract] | |
Capital Management | 19. Capital management The Company’s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to achieve this objective, the Company prepares a capital budget to manage its capital structure. The Company defines capital as borrowings, equity comprised of issued share capital, share-based payments, accumulated deficit, as well as funds borrowed from related parties. Since inception, the Company has primarily financed its liquidity needs through the issuance of share capital through borrowings. The equity issuances are outlined in Note 11 and debt issuances are outlined in Note 8. The Company is subject to covenants as a result of its loans payable with various lenders. The Company is in compliance with its debt covenants as of June 30, 2022. Other than these items related to loans payable as of June 30, 2022 and December 31, 2021, the Company is not subject to externally imposed capital requirements. On April 28, 2022, the Ilera term loan (refer to Note 8) was amended to provide the Company with greater flexibility, and the optional prepayment date was amended to 30 months (from 18 months ) from the closing date, subject to a premium payment due. On August 10, 2022, the Gage senior secured term loan (refer to Note 8) was amended as a result of the corporate restructure in conjunction with the Gage Acquisition. The amendments to the Gage senior secured term loan include the addition of a borrower and guarantor under the term loan and a right of first offer in favor of the administrative agent for a refinancing of the term loan. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 20. 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, 2022 At December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 48,426 $ - — $ - $ 79,642 $ - — $ - Restricted cash 605 — — — — — Purchase option derivative asset — — 50 — — 868 Total Assets $ 49,031 $ - $ 50 $ 79,642 $ - $ 868 Liabilities Contingent consideration payable — $ - $ 5,648 $ - $ - $ 12,535 Warrant liability — 6,176 — — 54,986 — Total Liabilities $ - $ 6,176 $ 5,648 $ - $ 54,986 $ 12,535 There were no transfers between the levels of fair value hierarchy during the three and six months ended June 30, 2022. The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below: Level 1 Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, loans payable, convertible debentures, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities. Level 2 Warrant liability The following table summarizes the changes in the warrant liability for the six months ended June 30, 2022: Balance at December 31, 2021 $ 54,986 Addition on acquisition 6,756 Included in gain on fair value of warrants ( 53,876 ) Exercises ( 1,690 ) Balance at June 30, 2022 $ 6,176 The Company's warrant liability consists of its Series A, B, C, and D convertible preferred stock issued through its 2020 private placements ("private placement warrant liability"), as well as the warrant liability acquired through its Gage Acquisition ("Gage warrant liability") (refer to Note 4). The private placement warrant liability has been measured at fair value at June 30, 2022. Key inputs and assumptions used in the Black Scholes valuation were as follows: June 30, 2022 December 31, 2021 Common Stock Price of TerrAscend Corp. $ 2.28 $ 6.11 Warrant exercise price $ 3,000 $ 3,000 Warrant conversion ratio $ 1,000 $ 1,000 Annual volatility 65.7 % 65.5 % Annual risk-free rate 2.9 % 0.6 % Expected term (in years) 0.9 1.4 The Gage warrant liability has been remeasured at fair value at June 30, 2022. Key inputs and assumptions used in the Black Scholes valuation were as follows: June 30, 2022 March 10, 2022 Common Stock Price of TerrAscend Corp. $ 2.28 $ 5.70 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 62.88 % - 63.73 % 61.65 % - 61.87 % Annual risk-free rate 2.9 % 1.8 % Expected term (in years) 1.5 1.7 Level 3 Purchase option derivative asset The following table summarizes the changes in the purchase option derivative asset: Balance at December 31, 2021 $ 868 Revaluation of purchase option derivative asset ( 818 ) Balance at June 30, 2022 $ 50 The purchase option derivative asset has been measured at fair value at the transaction date using the Monte Carlo simulation model that relies on assumptions around the Company's EBITDA volatility and risk adjusted discount, among others. Key inputs and assumptions used in the Monte Carlo simulation model are summarized below: June 30, 2022 December 31, 2021 Term (in years) 0.8 1.3 Risk-free rate 2.5 % 0.4 % EBITDA discount rate 15.5 % 15.0 % EBITDA volatility 37.1 % 44.0 % Contingent Consideration Payable The fair value of contingent consideration at June 30, 2022 and December 31, 2021 was determined using a probability weighted model based on the likelihood of achieving certain revenue and EBITDA scenario outcomes. A discount rate of 12.2 % ( June 30, 2021 – 12.8 %) was utilized to determine the present value of the liabilities, resulting in a loss on revaluation of contingent consideration of $ 34 and $ 153 for the three and six months ended June 30, 2022, respectively (June 30, 2021 - ($ 7 ) and $ 2,990 , respectively). The illustrative variance of the total contingent consideration at June 30, 2022 based on reasonably possible changes to one of the significant unobservable inputs, holding other inputs constant, would have the following effects: Discount rate sensitivity KCR Increase 100 basis points $ 1,175 Increase 50 basis points $ 1,195 Decrease 50 basis points $ 1,236 Decrease 100 basis points $ 1,258 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. Commitments and contingencies In the ordinary course of business, the Company is involved in a number of lawsuits incidental to its business, including litigation related to intellectual property, product liability, employment, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on the Company's consolidated balance sheets or results of operations. At June 30, 2022 , there were no pending lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent events i) Subsequent to June 30, 2022, the Company opened The Apothecarium Lodi, its third retail location in New Jersey and 27th dispensary overall. The retail location was opened on July 25, 2022 to medical patients. On July 26, 2022, the Company received approval for Adult Use sales at this location. ii) On July 27, 2022, the Company's first "Cookies Corner" opened in its Maplewood dispensary in New Jersey. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation These unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2022 and 2021 (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the operating results for the year ended December 31, 2022, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2021 contained in the Company's 2021 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Company's 2021 Form 10-K. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | June 30, 2022 December 31, 2021 Trade receivables $ 22,341 $ 14,684 Sales tax receivable 559 358 Other receivables 437 370 Provision for sales returns ( 316 ) ( 157 ) Expected credit losses ( 832 ) ( 335 ) Total receivables, net $ 22,189 $ 14,920 |
Schedule of Trade Receivables | June 30, 2022 December 31, 2021 Trade receivables $ 22,341 $ 14,684 Less: provision for sales returns and expected credit losses ( 1,148 ) ( 492 ) Total trade receivables, net $ 21,193 $ 14,192 Of which Current 8,173 13,282 31-90 days 711 569 Over 90 days 13,457 833 Less: provision for sales returns and expected credit losses ( 1,148 ) ( 492 ) Total trade receivables, net $ 21,193 14,192 |
Schedule of Provision For Sales Returns And Allowances Related To Trade Accounts Receivable | The following is a roll-forward of the provision for sales returns and allowances related to trade accounts receivable: June 30, 2022 December 31, 2021 Beginning of period $ 492 1,782 Provision for sales returns 255 1,125 Expected credit losses 859 357 Write-offs charged against provision ( 431 ) ( 2,772 ) Foreign currency translation adjustments ( 27 ) - Total provision for sales returns and allowances $ 1,148 492 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Asset Acquisition [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the March 10, 2022 acquisition date and allocation of the consideration to net assets acquired: $ Cash and cash equivalents 24,716 Accounts receivable 8,996 Inventory 20,852 Prepaid expenses and other current assets 1,855 Property and equipment 69,595 Operating right of use asset 1,948 Deposits 1,147 Intangible assets 187,953 Goodwill 150,272 Investments 4,121 Accounts payable and accrued liabilities ( 29,871 ) Corporate income taxes payable ( 5,000 ) Operating lease liability ( 1,948 ) Finance lease liability ( 308 ) Deferred revenue ( 562 ) Loans payable ( 60,605 ) Deferred tax liability ( 59,603 ) Financing obligations ( 12,184 ) Other liabilities ( 6,574 ) Net assets acquired 294,800 Common shares of TerrAscend 274,462 Fair value of other equity instruments 13,582 Fair value of warrants classified as liabilities 6,756 Total consideration 294,800 |
Schedule of Balances of Contingent Consideration | The balance of contingent consideration is as follows: State Flower Apothecarium KCR Total Carrying amount, December 31, 2021 $ 8,360 $ 3,028 $ 1,147 $ 12,535 Payments of contingent consideration ( 7,040 ) — — ( 7,040 ) Revaluation of contingent consideration 86 — 67 153 Carrying amount, June 30, 2022 $ 1,406 $ 3,028 $ 1,214 $ 5,648 Less: current portion — ( 3,028 ) — ( 3,028 ) Non-current contingent consideration $ 1,406 $ - $ 1,214 $ 2,620 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory, Net [Abstract] | |
Schedule of Inventory | The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2022 December 31, 2021 Raw materials $ 7,161 $ 3,185 Finished goods 16,520 8,721 Work in process 27,842 26,852 Accessories, supplies and consumables 2,848 3,565 $ 54,371 $ 42,323 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of: June 30, 2022 December 31, 2021 Land $ 7,613 $ 4,183 Assets in process 52,624 6,858 Buildings & improvements 157,814 118,014 Machinery & equipment 27,906 23,424 Office furniture & equipment 8,290 3,232 Assets under finance leases 4,961 239 Total cost 259,208 155,950 Less: accumulated depreciation ( 20,411 ) ( 15,188 ) Property and equipment, net $ 238,797 $ 140,762 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: At June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,926 $ ( 1,819 ) $ 1,107 Licenses 284,818 ( 17,301 ) 267,517 Brand intangibles 1,144 ( 568 ) 576 Non-compete agreements 280 ( 48 ) 232 Total finite lived intangible assets 289,168 ( 19,736 ) 269,432 Indefinite lived intangible assets Brand intangibles 82,206 — 82,206 Total indefinite lived intangible assets 82,206 — 82,206 Intangible assets, net $ 371,374 $ ( 19,736 ) $ 351,638 At December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 2,626 $ ( 1,353 ) $ 1,273 Licenses 153,300 ( 11,311 ) 141,989 Brand intangibles 1,144 ( 254 ) 890 Non-compete agreements 280 ( 221 ) 59 Total finite lived intangible assets 157,350 ( 13,139 ) 144,211 Indefinite lived intangible assets Brand intangibles 24,773 — 24,773 Total indefinite lived intangible assets 24,773 — 24,773 Intangible assets, net $ 182,123 $ ( 13,139 ) $ 168,984 |
Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets | Estimated future amortization expense for finite lived intangible assets for the next five years is as follows: 2022 $ 8,236 2023 $ 15,661 2024 $ 15,234 2025 $ 14,797 2026 $ 14,748 |
Activity in Goodwill Balance | The following table summarizes the activity in the Company’s goodwill balance: Balance at December 31, 2021 $ 90,326 Acquisitions (see Note 4) 150,272 Balance at June 30, 2022 $ 240,598 |
Schedule Of Impairment Intangible Assets | Impairment of Intangible Assets For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Finite lived intangible assets Software $ - $ 9 $ - $ 9 Licenses — — — - Customer Relationships — 2,000 — 2,000 Non-compete agreements — 224 — 224 Total impairment of finite lived intangible assets — 2,233 — 2,233 Indefinite lived intangible assets Brand intangibles — 1,400 — 1,400 Total impairment of indefinite lived intangible assets — 1,400 — 1,400 Total impairment of intangible assets $ - $ 3,633 $ - $ 3,633 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Canopy Growth (formerly RIV Capital) Loan Canopy Growth- Canada Inc Loan Other Loans Canopy Growth- Arise Loan Ilera Term Loan KCR Loan Gage loans Total Balance at December 31, 2021 $ 8,680 $ 42,165 $ 7,915 $ 8,900 $ 115,233 $ 2,250 $ - $ 185,143 Addition on acquisition — — — — — — 60,605 60,605 Loan amendment fee — — — — ( 1,200 ) — — ( 1,200 ) Interest accretion 665 2,739 319 702 8,542 74 2,819 15,860 Principal and interest paid ( 624 ) ( 3,837 ) ( 2,586 ) — ( 7,662 ) ( 2,324 ) ( 2,811 ) ( 19,844 ) Effects of movements in foreign exchange ( 142 ) ( 691 ) ( 94 ) — — — — ( 927 ) Ending carrying amount at June 30, 2022 $ 8,579 $ 40,376 $ 5,554 $ 9,602 $ 114,913 $ - $ 60,613 $ 239,637 Less: current portion ( 309 ) ( 1,170 ) ( 464 ) — ( 42 ) — ( 56,871 ) ( 58,856 ) Non-current loans payable $ 8,270 $ 39,206 $ 5,090 $ 9,602 $ 114,871 $ - $ 3,742 $ 180,781 |
Summary of Stated maturities of Loans Payable | Stated maturities of loans payable over the next five years are as follows: June 30, 2022 2022 $ 56,589 2023 9,187 2024 131,869 2025 — 2026 — Thereafter 82,491 Total principal payments $ 280,136 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Summary of Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the consolidated balance sheet are as follows: June 30, 2022 December 31, 2021 Operating leases: Operating lease right-of-use assets $ 30,570 $ 29,561 Operating lease liability classified as current 1,394 1,171 Operating lease liability classified as non-current 31,680 30,573 Total operating lease liabilities $ 33,074 $ 31,744 Finance leases: Property and equipment, net $ 4,724 $ 168 Lease obligations under finance leases classified as current 384 22 Lease obligations under finance leases classified as non-current 4,794 181 Total finance lease obligations $ 5,178 $ 203 |
Summary of Other Information related to Operating Leases | Other information related to operating leases at June 30, 2022 and December 31, 2021 consist of the following: June 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 12.9 14.2 Finance leases 9.9 5.5 Weighted-average discount rate Operating leases 10.69 % 10.72 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: June 30, 2022 December 31, 2021 Cash paid for amounts included in measurement of operating lease liabilities $ 2,434 $ 3,987 Right-of-use assets obtained in exchange for lease obligations $ 6,641 $ 9,773 Cash paid for amounts included in measurement of finance lease liabilities $ 67 $ 40 |
Summary of Undiscounted Lease Obligations | Undiscounted lease obligations are as follows: Operating Finance Total 2022 $ 2,448 $ 264 $ 2,712 2023 4,975 824 5,799 2024 4,966 757 5,723 2025 4,950 775 5,725 2026 4,672 794 5,466 Thereafter 43,887 4,608 48,495 Total lease payments 65,898 8,022 73,920 Less: interest ( 32,824 ) ( 2,844 ) ( 35,668 ) Total lease liabilities $ 33,074 $ 5,178 $ 38,252 |
Summary of Expected Future Rental Income from Third-Party Leases under Operating Sublease Agreements | Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: 2022 $ 243 2023 435 2024 434 2025 448 2026 263 Thereafter - Total rental payments $ 1,823 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Proportionate Voting Shares | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for Proportionate Voting Shares at June 30, 2022 . These warrants are exercisable for 0.001 of a Proportionate Voting Share. The Proportionate Voting Shares are exchangeable into Common Shares on a basis of 1,000 Common Shares per Proportionate Voting Share. Number of Proportionate Share Warrants Outstanding Number of Proportionate Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 8,590,908 8,590,908 $ 5.69 0.64 Exercised — Outstanding, June 30, 2022 8,590,908 8,590,908 $ 5.60 0.15 |
Common Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for Common Shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 30,995,473 8,855,066 $ 4.20 5.66 Exercised ( 7,989,436 ) Replacement warrants granted on acquisition of Gage 282,023 Outstanding, June 30, 2022 23,288,060 1,110,168 $ 4.71 7.06 |
Common Stock | Gage Growth Corp | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The Gage Acquisition included warrant liabilities that are exchangeable into Common Shares. Refer to Note 4 for the determination of the fair value of the warrant liability. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 - - $ - - Granted on acquisition of Gage 7,129,517 Outstanding, June 30, 2022 7,129,517 7,129,517 $ 8.66 1.49 |
Preferred Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding Preferred Share warrants at June 30, 2022 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2021 16,056 16,056 $ 3,000 1.39 Exercised ( 950 ) Outstanding, June 30, 2022 15,106 15,106 $ 3,000 0.90 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Stock options $ 3,500 $ 4,316 $ 6,090 $ 7,766 Restricted share units 963 332 1,729 449 Total share-based payments $ 4,463 $ 4,648 $ 7,819 $ 8,215 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the six months ended June 30, 2022: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2021 12,854,519 4.84 $ 4.85 $ 27,557 $ 4.22 Granted 4,182,590 5.16 Replacement options granted on acquisition of Gage 4,940,364 2.99 Exercised ( 88,015 ) 4.04 Forfeited (1) ( 649,376 ) 8.65 Expired ( 396,441 ) 8.08 Outstanding, June 30, 2022 20,843,641 4.94 $ 4.24 3,615 $ - Exercisable, June 30, 2022 12,396,267 3.07 $ 3.11 3,615 N/A Nonvested, June 30, 2022 8,447,374 7.69 $ 5.89 - N/A For stock options forfeited, represents one share for each stock option forfeited. The total pre-tax intrinsic value (the difference between th e market price of the Company’s Common Stock on the exercise date and the price paid by the option holder to the exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Exercised $ 79 $ 1,721 $ 140 $ 4,798 |
Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options | The fair value of the replacement options are estimated using the Black-Scholes Option Pricing Model with the following assumptions: March 10, 2022 Volatility 55.0 %- 80.0 % Risk-free interest rate 1.22 %- 1.94 % Expected life (years) 1.00 - 5.00 Dividend yield 0 % The fair value of the various stock options granted was estimated using the Black-Scholes Option Pricing Model with the following assumptions: June 30, 2022 December 31, 2021 Volatility 77.55 % - 79.04 % 79.05 % - 81.51 % Risk-free interest rate 1.63 % - 3.02 % 0.90 % - 1.72 % Expected life (years) 9.62 - 10.01 4.57 - 10.05 Dividend yield 0 % 0 % Forfeiture rate 23.73 % 23.21 % - 27.73 % |
Summary of Activities for Unvested RSUs | The following table summarizes the activities for the unvested RSUs for the three and six months ended June 30, 2022: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2021 192,171 13,294 N/A Granted 573,716 Vested ( 58,825 ) Forfeited ( 23,250 ) Outstanding, June 30, 2022 683,812 13,050 N/A |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership in Minority Interest | Non-controlling interest consists mainly of the Company’s ownership minority interest in its New Jersey operations and IHC Real Estate operations and consists of the following amounts: June 30, 2022 December 31, 2021 Opening carrying amount $ 5,367 $ 3,802 Capital distributions ( 448 ) ( 53 ) Investment in NJ partnership — ( 1,406 ) Net income attributable to non-controlling interest 1,296 3,024 Ending carrying amount $ 6,215 $ 5,367 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Office and general $ 6,042 $ 3,369 $ 9,608 $ 7,224 Professional fees 3,564 3,070 6,492 5,749 Lease expense 1,105 1,109 2,355 2,109 Facility and maintenance 813 597 1,450 1,315 Salaries and wages 13,629 7,451 22,917 15,102 Share-based compensation 4,463 4,648 7,819 8,215 Sales and marketing 4,365 506 5,892 1,428 Total $ 33,981 $ 20,750 $ 56,533 $ 41,142 |
Revenue, Net (Tables)
Revenue, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers were as follows: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Wholesale $ 16,825 $ 36,330 $ 40,766 $ 74,714 Retail 47,979 22,393 73,697 37,363 Total $ 64,804 $ 58,723 $ 114,463 $ 112,077 |
Finance and Other Expenses (Tab
Finance and Other Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Finance And Other Expenses [Abstract] | |
Schedule of Finance and Other Expenses | The Company’s finance and other expenses included the following: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest accretion $ 8,758 $ 6,464 $ 15,860 $ 12,746 Forgiveness of principal and interest on loans — 766 — - Indemnification asset release 3,998 2,599 3,973 3,796 Loss on disposal of fixed assets 845 37 929 37 Other expense (income) 301 ( 947 ) ( 4 ) ( 1,270 ) Total $ 13,902 $ 8,919 $ 20,758 $ 15,309 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Geographical Areas | The Company had the following net revenue by geography of: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 United States $ 63,952 $ 52,457 $ 112,545 $ 102,141 Canada 852 6,266 1,918 9,936 Total $ 64,804 $ 58,723 $ 114,463 $ 112,077 The Company had non-current assets by geography of: June 30, 2022 December 31, 2021 United States $ 842,569 $ 409,150 Canada 28,730 29,563 Total $ 871,299 $ 438,713 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value | The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At June 30, 2022 At December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 48,426 $ - — $ - $ 79,642 $ - — $ - Restricted cash 605 — — — — — Purchase option derivative asset — — 50 — — 868 Total Assets $ 49,031 $ - $ 50 $ 79,642 $ - $ 868 Liabilities Contingent consideration payable — $ - $ 5,648 $ - $ - $ 12,535 Warrant liability — 6,176 — — 54,986 — Total Liabilities $ - $ 6,176 $ 5,648 $ - $ 54,986 $ 12,535 |
Summary of Changes in Preferred Share Warrant Liability | The following table summarizes the changes in the warrant liability for the six months ended June 30, 2022: Balance at December 31, 2021 $ 54,986 Addition on acquisition 6,756 Included in gain on fair value of warrants ( 53,876 ) Exercises ( 1,690 ) Balance at June 30, 2022 $ 6,176 |
Summary Of Warrant Liability Measured At Fair Value | The private placement warrant liability has been measured at fair value at June 30, 2022. Key inputs and assumptions used in the Black Scholes valuation were as follows: June 30, 2022 December 31, 2021 Common Stock Price of TerrAscend Corp. $ 2.28 $ 6.11 Warrant exercise price $ 3,000 $ 3,000 Warrant conversion ratio $ 1,000 $ 1,000 Annual volatility 65.7 % 65.5 % Annual risk-free rate 2.9 % 0.6 % Expected term (in years) 0.9 1.4 The Gage warrant liability has been remeasured at fair value at June 30, 2022. Key inputs and assumptions used in the Black Scholes valuation were as follows: June 30, 2022 March 10, 2022 Common Stock Price of TerrAscend Corp. $ 2.28 $ 5.70 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 62.88 % - 63.73 % 61.65 % - 61.87 % Annual risk-free rate 2.9 % 1.8 % Expected term (in years) 1.5 1.7 |
Summary of Changes in Purchase Option Derivative Asset | The following table summarizes the changes in the purchase option derivative asset: Balance at December 31, 2021 $ 868 Revaluation of purchase option derivative asset ( 818 ) Balance at June 30, 2022 $ 50 |
Derivative Asset EBIDTA Assumptions | The purchase option derivative asset has been measured at fair value at the transaction date using the Monte Carlo simulation model that relies on assumptions around the Company's EBITDA volatility and risk adjusted discount, among others. Key inputs and assumptions used in the Monte Carlo simulation model are summarized below: June 30, 2022 December 31, 2021 Term (in years) 0.8 1.3 Risk-free rate 2.5 % 0.4 % EBITDA discount rate 15.5 % 15.0 % EBITDA volatility 37.1 % 44.0 % |
Illustrative Variance of Total Contingent Consideration Based on Reasonably Possible Changes To one Significant Unobservable Inputs | The illustrative variance of the total contingent consideration at June 30, 2022 based on reasonably possible changes to one of the significant unobservable inputs, holding other inputs constant, would have the following effects: Discount rate sensitivity KCR Increase 100 basis points $ 1,175 Increase 50 basis points $ 1,195 Decrease 50 basis points $ 1,236 Decrease 100 basis points $ 1,258 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity date of incorporation | Mar. 07, 2017 |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 22,341 | $ 14,684 |
Sales tax receivable | 559 | 358 |
Other receivables | 437 | 370 |
Provision for sales returns | (316) | (157) |
Expected credit losses | (832) | (335) |
Total receivables, net | $ 22,189 | $ 14,920 |
Accounts Receivable, net - Sc_2
Accounts Receivable, net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 22,341 | $ 14,684 |
Less: provision for sales returns and expected credit losses | (1,148) | (492) |
Total trade receivables, net | 21,193 | 14,192 |
Current | 8,173 | 13,282 |
31-90 days | 711 | 569 |
Over 90 days | $ 13,457 | $ 833 |
Accounts Receivable, net - Sc_3
Accounts Receivable, net - Schedule of Provision For Sales Returns And Allowances Related To Trade Accounts Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Beginning of period | $ 492 | $ 1,782 |
Provision for sales returns | 255 | 1,125 |
Expected credit losses | 859 | 357 |
Write-offs charged against provision | (431) | (2,772) |
Foreign currency translation adjustments | (27) | |
Total provision for sales returns and allowances | $ 1,148 | $ 492 |
Accounts Receivable, net (Addit
Accounts Receivable, net (Additional Information) (Details) | Jun. 30, 2022 Customer |
Receivables [Abstract] | |
Number of customers agreed to payment plan over 90 days | 1 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
Apr. 14, 2022 USD ($) DispensaryLicense | Apr. 08, 2022 USD ($) ft² | Mar. 10, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||
Payments of contingent consideration | $ 7,040,000 | ||||||
Actual Sales | $ 64,804,000 | $ 58,723,000 | 114,463,000 | $ 112,077,000 | |||
Net loss | 13,217,000 | $ (30,660,000) | $ (3,140,000) | $ (44,834,000) | |||
Securities Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of non-controlling interest | 50.10% | ||||||
Gage Growth Corp | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 294,800,000 | ||||||
Common share for each Gage share, received by the shareholders of Gage | $ / shares | $ 0.3001 | ||||||
Number of common stock shares issued | shares | 51,349,978 | ||||||
Value of common stock shares issued | $ 207,871,000 | ||||||
Number of exchangeable units issued | shares | 13,504,500 | ||||||
Value of exchangeable units issued | $ 66,591,000 | ||||||
Business combination replacement stock options | 4,940,364 | ||||||
Business combination replacement stock options fair value | 13,147,000 | ||||||
Business combination replacement warrants | 282,023 | ||||||
Business combination replacement warrants with fair value | 435,000 | ||||||
Restriction discount placed on shares subject to lock-up | 45,336,000 | ||||||
Business combination warrant liabilities equity with fair value | $ 6,756,000 | ||||||
Definite-lived intangible assets amortized period | 15 years | ||||||
Fair value of cultivation and processing | 77,198,000 | $ 77,198,000 | |||||
Fair value of retail licenses | 53,321,000 | 53,321,000 | |||||
Fair value of brand intangibles | 57,435,000 | 57,435,000 | |||||
Transaction costs | 3,949,000 | 3,949,000 | |||||
Business combination transaction and restructuring costs | $ 1,309,000 | 1,309,000 | |||||
Sales estimate | 41,444,000 | ||||||
Estimate of net loss | (16,959,000) | ||||||
Actual Sales | 28,928,000 | ||||||
Net loss | $ (7,748,000) | ||||||
AMMD | |||||||
Business Acquisition [Line Items] | |||||||
Equity interest acquired | 100% | ||||||
Payments of contingent consideration | $ 10,000,000 | ||||||
Payments to acquire real estate | $ 1,700,000 | ||||||
Intended dispensary rebrand area | ft² | 8,000 | ||||||
KISA Enterprises MI, LLC and KISA Holdings, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 28,500,000 | ||||||
Number of retail dispensary licenses | DispensaryLicense | 6 | ||||||
Number of dispensary licenses currently operational | DispensaryLicense | 5 | ||||||
Promissory notes | $ 10,000,000 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 10, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 240,598 | $ 90,326 | |
Loans payable | $ (60,605) | ||
Gage Growth Corp | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 24,716 | ||
Accounts receivable | 8,996 | ||
Inventory | 20,852 | ||
Prepaid expenses and other current assets | 1,855 | ||
Property and equipment | 69,595 | ||
Operating right of use asset | 1,948 | ||
Deposits | 1,147 | ||
Intangible assets | 187,953 | ||
Goodwill | 150,272 | ||
Investments | 4,121 | ||
Accounts payable and accrued liabilities | (29,871) | ||
Corporate income taxes payable | (5,000) | ||
Operating lease liability | (1,948) | ||
Finance lease liability | (308) | ||
Deferred revenue | (562) | ||
Loans payable | (60,605) | ||
Deferred tax liability | (59,603) | ||
Financing obligations | (12,184) | ||
Other liabilities | (6,574) | ||
Net assets acquired | 294,800 | ||
Common shares of TerrAscend | 274,462 | ||
Fair value of other equity instruments | 13,582 | ||
Fair value of warrants classified as liabilities | 6,756 | ||
Total consideration | $ 294,800 |
Acquisition - Schedule of Balan
Acquisition - Schedule of Balances of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Asset Acquisition Contingent Consideration [Line Items] | |||||
Carrying amount, Beginning balance | $ 12,535 | ||||
Payments of contingent consideration | (7,040) | ||||
Revaluation of contingent consideration | $ 34 | $ (7) | 153 | $ 2,990 | |
Carrying amount, Ending balance | 5,648 | 5,648 | |||
Less: current portion | (3,028) | (3,028) | $ (9,982) | ||
Non-current contingent consideration | 2,620 | 2,620 | $ 2,553 | ||
State Flower | |||||
Asset Acquisition Contingent Consideration [Line Items] | |||||
Carrying amount, Beginning balance | 8,360 | ||||
Payments of contingent consideration | (7,040) | ||||
Revaluation of contingent consideration | 86 | ||||
Carrying amount, Ending balance | 1,406 | 1,406 | |||
Non-current contingent consideration | 1,406 | 1,406 | |||
Apothecarium | |||||
Asset Acquisition Contingent Consideration [Line Items] | |||||
Carrying amount, Beginning balance | 3,028 | ||||
Carrying amount, Ending balance | 3,028 | 3,028 | |||
Less: current portion | (3,028) | (3,028) | |||
K C R | |||||
Asset Acquisition Contingent Consideration [Line Items] | |||||
Carrying amount, Beginning balance | 1,147 | ||||
Revaluation of contingent consideration | 67 | ||||
Carrying amount, Ending balance | 1,214 | 1,214 | |||
Non-current contingent consideration | $ 1,214 | $ 1,214 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory, Net [Abstract] | ||
Raw materials | $ 7,161 | $ 3,185 |
Finished goods | 16,520 | 8,721 |
Work in process | 27,842 | 26,852 |
Accessories, supplies and consumables | 2,848 | 3,565 |
Inventory, Net | $ 54,371 | $ 42,323 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Feb. 04, 2022 Product | |
Inventory [Line Items] | |||||
Non-cash write downs of inventory | $ 8,495 | $ 699 | |||
Inventory Deemed Unsaleable | |||||
Inventory [Line Items] | |||||
Non-cash write downs of inventory | $ 6,351 | $ 115 | 6,570 | $ 699 | |
Pennsylvania | |||||
Inventory [Line Items] | |||||
Non-cash write downs of inventory | $ 1,071 | $ 1,925 | |||
Number of vape products recalled | Product | 500 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total cost | $ 259,208 | $ 155,950 |
Less: accumulated depreciation | (20,411) | (15,188) |
Property and equipment, net | 238,797 | 140,762 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 7,613 | 4,183 |
Assets in Process | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 52,624 | 6,858 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 157,814 | 118,014 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 27,906 | 23,424 |
Office Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 8,290 | 3,232 |
Assets under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total cost | $ 4,961 | $ 239 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Property and equipment, capitalized borrowing costs | $ 0 | $ 0 | |||
Depreciation expense | $ 3,027,000 | $ 1,805,000 | 5,513,000 | $ 3,771,000 | |
Cost of Sales | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 1,670,000 | $ 1,127,000 | $ 3,406,000 | $ 2,225,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | $ 289,168 | $ 157,350 |
Finite lived intangible assets, Accumulated Amortization | (19,736) | (13,139) |
Finite lived intangible assets, Net Carrying Amount | 269,432 | 144,211 |
Indefinite lived intangible assets, Net Carrying Amount | 82,206 | 24,773 |
Intangible assets net, Gross Carrying Amount | 371,374 | 182,123 |
Intangible assets net, Accumulated Amortization | (19,736) | (13,139) |
Intangible assets, net | 351,638 | 168,984 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Indefinite lived intangible assets, Net Carrying Amount | 82,206 | 24,773 |
Software | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 2,926 | 2,626 |
Finite lived intangible assets, Accumulated Amortization | (1,819) | (1,353) |
Finite lived intangible assets, Net Carrying Amount | 1,107 | 1,273 |
Licenses | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 284,818 | 153,300 |
Finite lived intangible assets, Accumulated Amortization | (17,301) | (11,311) |
Finite lived intangible assets, Net Carrying Amount | 267,517 | 141,989 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,144 | 1,144 |
Finite lived intangible assets, Accumulated Amortization | (568) | (254) |
Finite lived intangible assets, Net Carrying Amount | 576 | 890 |
Non-Compete Agreements | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 280 | 280 |
Finite lived intangible assets, Accumulated Amortization | (48) | (221) |
Finite lived intangible assets, Net Carrying Amount | $ 232 | $ 59 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 4,019 | $ 1,787 | $ 6,618 | $ 3,279 |
Impairment of intangible assets | 3,633 | 3,633 | ||
Cost of Sales | ||||
Intangible Assets [Line Items] | ||||
Amortization expense | $ 2,345 | $ 621 | $ 3,076 | $ 1,108 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,236 |
2023 | 15,661 |
2024 | 15,234 |
2025 | 14,797 |
2026 | $ 14,748 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Activity in Goodwill Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2021 | $ 90,326 |
Acquisitions (see Note 4) | 150,272 |
Balance at June 30, 2022 | $ 240,598 |
Intangible assets and goodwil_6
Intangible assets and goodwill - Schedule Of Impairment Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible Assets [Line Items] | ||||
Impairment of finite lived intangible assets | $ 2,233 | $ 2,233 | ||
Impairment of indefinite lived intangible assets | 1,400 | 1,400 | ||
Total impairment of intangible assets | 3,633 | 3,633 | ||
Brand Intangibles | ||||
Intangible Assets [Line Items] | ||||
Impairment of indefinite lived intangible assets | 1,400 | 1,400 | ||
Software | ||||
Intangible Assets [Line Items] | ||||
Impairment of finite lived intangible assets | 9 | 9 | ||
Customer Relationships | ||||
Intangible Assets [Line Items] | ||||
Impairment of finite lived intangible assets | 2,000 | 2,000 | ||
Non-Compete Agreements | ||||
Intangible Assets [Line Items] | ||||
Impairment of finite lived intangible assets | $ 224 | $ 224 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | $ 185,143 | |
Addition on acquisition | 60,605 | |
Loan amendment fee | (1,200) | |
Interest accretion | 15,860 | |
Principal and interest paid | (19,844) | |
Effects of movements in foreign exchange | (927) | |
Ending carrying amount at March 31, 2022 | 239,637 | |
Less: current portion | (58,856) | $ (8,837) |
Non-current loans payable | 180,781 | $ 176,306 |
Canopy Growth | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 8,680 | |
Interest accretion | 665 | |
Principal and interest paid | (624) | |
Effects of movements in foreign exchange | (142) | |
Ending carrying amount at March 31, 2022 | 8,579 | |
Less: current portion | (309) | |
Non-current loans payable | 8,270 | |
Canopy Growth Canada Inc Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 42,165 | |
Interest accretion | 2,739 | |
Principal and interest paid | (3,837) | |
Effects of movements in foreign exchange | (691) | |
Ending carrying amount at March 31, 2022 | 40,376 | |
Less: current portion | (1,170) | |
Non-current loans payable | 39,206 | |
Other Loans | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 7,915 | |
Interest accretion | 319 | |
Principal and interest paid | (2,586) | |
Effects of movements in foreign exchange | (94) | |
Ending carrying amount at March 31, 2022 | 5,554 | |
Less: current portion | (464) | |
Non-current loans payable | 5,090 | |
Canopy Growth Arise Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 8,900 | |
Interest accretion | 702 | |
Principal and interest paid | ||
Effects of movements in foreign exchange | ||
Ending carrying amount at March 31, 2022 | 9,602 | |
Non-current loans payable | 9,602 | |
Ilera Term Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 115,233 | |
Loan amendment fee | (1,200) | |
Interest accretion | 8,542 | |
Principal and interest paid | (7,662) | |
Effects of movements in foreign exchange | ||
Ending carrying amount at March 31, 2022 | 114,913 | |
Less: current portion | (42) | |
Non-current loans payable | 114,871 | |
K C R Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2021 | 2,250 | |
Interest accretion | 74 | |
Principal and interest paid | (2,324) | |
Effects of movements in foreign exchange | ||
Gage Loan | ||
Debt Instrument [Line Items] | ||
Addition on acquisition | 60,605 | |
Interest accretion | 2,819 | |
Principal and interest paid | (2,811) | |
Effects of movements in foreign exchange | ||
Ending carrying amount at March 31, 2022 | 60,613 | |
Less: current portion | (56,871) | |
Non-current loans payable | $ 3,742 |
Loans payable - Summary of Stat
Loans payable - Summary of Stated maturities of Loans Payable (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 56,589 |
2023 | 9,187 |
2024 | 131,869 |
Thereafter | 82,491 |
Long-term Debt, Total | $ 280,136 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 10, 2022 | |
Debt Instrument [Line Items] | |||||
Total interest paid on all loan payables | $ 6,370 | $ 4,150 | $ 14,641 | $ 13,290 | |
Gage Loans | |||||
Debt Instrument [Line Items] | |||||
Senior secured term loan fair value | $ 53,357 | ||||
Credit agreement bears interest rate | 0.20% | 0.20% | |||
Loan payable acquisition date fair value | 2,683 | ||||
Promissory note acquisition date fair value | $ 4,065 | ||||
Promissory note fixed rate | 6% | 6% | |||
Debt instrument maturity date | Nov. 30, 2022 | ||||
Minimum | Gage Loans | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Credit agreement bears interest rate | 7% | 7% | |||
Maximum | Gage Loans | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Credit agreement bears interest rate | 10.25% | 10.25% |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 27, 2022 USD ($) | Jun. 30, 2022 USD ($) Property | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Property Leases | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Leases | |
Lessee Lease Description [Line Items] | ||||||
Number of finance lease | Leases | 3 | 1 | ||||
Operating lease right-of-use assets | $ 30,570 | $ 30,570 | $ 29,561 | |||
Operating lease liability | 33,074 | 33,074 | 31,744 | |||
Lease Termination | $ 3,300 | |||||
Operating lease expense | 1,173 | $ 1,231 | 2,355 | $ 2,109 | ||
Financing obligations noncurrent | $ 11,606 | $ 11,606 | ||||
Gage Growth Corp | ||||||
Lessee Lease Description [Line Items] | ||||||
Sales-leaseback transactions number of properties | Property | 5 | 5 | ||||
Financing obligations | $ 12,352 | $ 12,352 | ||||
Financing obligations current | 746 | 746 | ||||
Financing obligations noncurrent | $ 11,606 | $ 11,606 | ||||
Minimum | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 1 year | 1 year | ||||
Maximum | ||||||
Lessee Lease Description [Line Items] | ||||||
Operating lease term | 28 years | 28 years |
Leases - Summary of Amounts Rec
Leases - Summary of Amounts Recognized in Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating leases: | ||
Operating lease right-of-use assets | $ 30,570 | $ 29,561 |
Operating lease liability classified as current | 1,394 | 1,171 |
Operating lease liability classified as non-current | 31,680 | 30,573 |
Total operating lease liabilities | 33,074 | 31,744 |
Finance leases: | ||
Property and equipment, net | $ 4,724 | $ 168 |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Other non-current assets | Other non-current assets |
Lease obligations under finance leases classified as current | $ 384 | $ 22 |
Lease obligations under finance leases classified as non-current | 4,794 | 181 |
Total finance lease obligations | $ 5,178 | $ 203 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (years) | ||
Operating leases | 12 years 10 months 24 days | 14 years 2 months 12 days |
Finance leases | 9 years 10 months 24 days | 5 years 6 months |
Weighted-average discount rate | ||
Operating leases | 10.69% | 10.72% |
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, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 2,434 | $ 3,987 |
Right-of-use assets obtained in exchange for lease obligations | 6,641 | 9,773 |
Cash paid for amounts included in measurement of finance lease liabilities | $ 67 | $ 40 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating, 2022 | $ 2,448 | |
Operating, 2023 | 4,975 | |
Operating, 2024 | 4,966 | |
Operating, 2025 | 4,950 | |
Operating, 2026 | 4,672 | |
Operating, Thereafter | 43,887 | |
Operating, Total lease payments | 65,898 | |
Operating, Less: interest | (32,824) | |
Operating, Total lease liabilities | 33,074 | $ 31,744 |
Finance, 2022 | 264 | |
Finance, 2023 | 824 | |
Finance, 2024 | 757 | |
Finance, 2025 | 775 | |
Finance, 2026 | 794 | |
Finance, Thereafter | 4,608 | |
Finance, Total lease payments | 8,022 | |
Finance, Less: interest | (2,844) | |
Finance, Total lease liabilities | 5,178 | $ 203 |
2022 | 2,712 | |
2023 | 5,799 | |
2024 | 5,723 | |
2025 | 5,725 | |
2026 | 5,466 | |
Thereafter | 48,495 | |
Total lease payments | 73,920 | |
Less: interest | (35,668) | |
Total lease liabilities | $ 38,252 |
Leases - Summary of Expected Fu
Leases - Summary of Expected Future Rental Income from Third-Party Leases under Operating Sublease Agreements (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 243 |
2023 | 435 |
2024 | 434 |
2025 | 448 |
2026 | 263 |
Total rental payments | $ 1,823 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Proportionate Voting Shares | ||
Class Of Stock [Line Items] | ||
Number of common shares called by each warrant | 1,000 | |
Warrants exercisable for each proportionate voting share | 0.001 | |
Common Stock | ||
Class Of Stock [Line Items] | ||
Number of common shares called by each warrant | 0.3001 | |
Preferred Stock | ||
Class Of Stock [Line Items] | ||
Number of common shares called by each warrant | 1 | |
Private Placement Warrant | ||
Class Of Stock [Line Items] | ||
Warrant exercise price | $ 3,000 | $ 3,000 |
Maximum | Common Stock | ||
Class Of Stock [Line Items] | ||
Warrant exercise price | $ 7 | |
Expiration date | Jul. 02, 2025 | |
Minimum | Common Stock | ||
Class Of Stock [Line Items] | ||
Warrant exercise price | $ 3.83 | |
Expiration date | Oct. 06, 2022 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Outstanding Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Proportionate Voting Shares | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 8,590,908 | |
Number of Warrants Outstanding, Ending balance | 8,590,908 | |
Number of Warrants Exercisable | 8,590,908 | |
Number of Warrants Exercisable | 8,590,908 | |
Weighted Average Exercise Price | $ 5.69 | |
Weighted Average Exercise Price | $ 5.60 | |
Weighted Average Remaining Life (years) | 1 month 24 days | 7 months 20 days |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 30,995,473 | |
Number of Warrants Outstanding, Exercised | (7,989,436) | |
Number of Warrants Outstanding, Replacement warrants granted on acquisition of Gage | 282,023 | |
Number of Warrants Outstanding, Ending balance | 23,288,060 | |
Number of Warrants Exercisable | 8,855,066 | |
Number of Warrants Exercisable | 1,110,168 | |
Weighted Average Exercise Price | $ 4.20 | |
Weighted Average Exercise Price | $ 4.71 | |
Weighted Average Remaining Life (years) | 7 years 21 days | 5 years 7 months 28 days |
Common Stock | Gage Growth Corp | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Granted on acquisition of Gage | 7,129,517 | |
Number of Warrants Outstanding, Ending balance | 7,129,517 | |
Number of Warrants Exercisable | 7,129,517 | |
Weighted Average Exercise Price | $ 8.66 | |
Weighted Average Remaining Life (years) | 1 year 5 months 26 days | |
Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 16,056 | |
Number of Warrants Outstanding, Exercised | (950) | |
Number of Warrants Outstanding, Ending balance | 15,106 | |
Number of Warrants Exercisable | 16,056 | |
Number of Warrants Exercisable | 15,106 | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Remaining Life (years) | 10 months 24 days | 1 year 4 months 20 days |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Total Share-Based Payments Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based payments | $ 4,463 | $ 4,648 | $ 7,819 | $ 8,215 |
Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based payments | 3,500 | 4,316 | 6,090 | 7,766 |
Restricted Share Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share based payments | $ 963 | $ 332 | $ 1,729 | $ 449 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Replacement options issued | 4,940,364 | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested options | $ 30,806 | |
Total estimated fair value of stock options vested | $ 4,921 | $ 9,140 |
Stock Options | Gage Growth Corp | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Replacement options issued | 4,940,364 | |
Vesting period | 3 years | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested RSUs | $ 3,916 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | ||
Share-Based Payment Arrangement [Abstract] | |||
Number of Stock Options, Outstanding at beginning of period | 12,854,519 | ||
Number of Stock Options, Granted | 4,182,590 | ||
Replacement options granted on acquisition of Gage | 4,940,364 | ||
Number of Stock Options, Exercised | (88,015) | ||
Number of Stock Options, Forfeited | [1] | (649,376) | |
Number of Stock Options, Expired | (396,441) | ||
Number of Stock Options, Outstanding at end of period | 20,843,641 | 12,854,519 | |
Number of Stock Options, Exercisable at June 30, 2022 | 12,396,267 | ||
Number of Stock Options, Nonvested at June 30, 2022 | 8,447,374 | ||
Weighted average remaining contractual life (in years), Outstanding | 4 years 11 months 8 days | 4 years 10 months 2 days | |
Weighted average remaining contractual life (in years), Exercisable | 3 years 25 days | ||
Weighted average remaining contractual life (in years), Nonvested | 7 years 8 months 8 days | ||
Weighted Average Exercise Price (per share), Outstanding at beginning of period | $ 4.85 | ||
Weighted Average Exercise Price (per share), Granted | 5.16 | ||
Weighted Average Exercise Price (per share), Replacement options granted on acquisition of Gage | 2.99 | ||
Weighted Average Exercise Price (per share), Exercised | 4.04 | ||
Weighted Average Exercise Price (per share), Forfeited | [1] | 8.65 | |
Weighted Average Exercise Price (per share), Expired | 8.08 | ||
Weighted Average Exercise Price (per share), Outstanding at end of period | 4.24 | $ 4.85 | |
Weighted Average Exercise Price (per share), Exercisable at June 30, 2022 | 3.11 | ||
Weighted Average Exercise Price (per share), Nonvested at June 30, 2022 | $ 5.89 | ||
Aggregate intrinsic value, Outstanding | $ 3,615 | $ 27,557 | |
Aggregate intrinsic value, Exercisable at June 30, 2022 | $ 3,615 | ||
Weighted average fair value of nonvested options (per share), Outstanding at beginning of period | $ 4.22 | ||
Weighted average fair value of nonvested options (per share), Outstanding at end of period | $ 4.22 | ||
[1] For stock options forfeited, represents one share for each stock option forfeited. |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Summary of Stock Options Exercised (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Exercised | $ 79 | $ 1,721 | $ 140 | $ 4,798 |
Share-based Compensation Plan_6
Share-based Compensation Plans - Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options Granted (Details) | 6 Months Ended | 12 Months Ended | |
Mar. 10, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility minimum | 77.55% | 79.05% | |
Volatility maximum | 79.04% | 81.51% | |
Risk-free interest rate minimum | 1.63% | 0.90% | |
Risk-free interest rate maximum | 3.02% | 1.72% | |
Dividend yield | 0% | 0% | |
Forfeiture rate | 23.73% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (years) | 9 years 7 months 13 days | 4 years 6 months 25 days | |
Forfeiture rate | 23.21% | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (years) | 10 years 3 days | 10 years 18 days | |
Forfeiture rate | 27.73% | ||
Gage Growth Corp | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility minimum | 55% | ||
Volatility maximum | 80% | ||
Risk-free interest rate minimum | 1.22% | ||
Risk-free interest rate maximum | 1.94% | ||
Dividend yield | 0% | ||
Gage Growth Corp | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (years) | 1 year | ||
Gage Growth Corp | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (years) | 5 years |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Activities for Unvested RSUs (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of RSUs, Outstanding at beginning of period | 192,171 |
Number of RSUs, Granted | 573,716 |
Number of RSUs, Vested | 58,825 |
Number of RSUs, Cancelled | (23,250) |
Number of RSUs, Outstanding at end of period | 683,812 |
Number of RSUs, Outstanding at beginning of period | 13,294 |
Number of RSUs, Outstanding at ending of period | 13,050 |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Ownership in Minority Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |||||
Opening carrying amount balance | $ 5,367 | $ 3,802 | $ 3,802 | ||
Capital contributions received | (448) | (53) | |||
Investment in NJ partnership | $ 223 | 383 | (1,406) | ||
Net income attributable to non-controlling interest | $ 945 | $ 998 | 1,296 | $ 1,061 | 3,024 |
Ending carrying amount balance | $ 6,215 | $ 6,215 | $ 5,367 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Loan principal balance | $ 3,550 | $ 3,550 |
Jason Wild and Affiliates | Gage Growth Corp | ||
Related Party Transaction [Line Items] | ||
Number of warrants issued | 7,129,517 | |
Value of interests of funds controlled by related party | $ 52,335 | |
Common share purchase warrants, exercise price, per share | $ 1.50 | |
Jason Wild and Affiliates | Gage Growth Corp | Subordinate Voting Shares | ||
Related Party Transaction [Line Items] | ||
Common stock, shares, issued | 10,467,229 | |
Richard Mavrinac | Gage Growth Corp | ||
Related Party Transaction [Line Items] | ||
Value of interests of funds controlled by related party | $ 234 | |
Richard Mavrinac | Gage Growth Corp | RSUs | ||
Related Party Transaction [Line Items] | ||
Common stock, shares, issued | 6,683 | |
Richard Mavrinac | Gage Growth Corp | Subordinate Voting Shares | ||
Related Party Transaction [Line Items] | ||
Common stock, shares, issued | 40,213 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||||
Effective tax rate | 25% | (31.00%) | 128% | (60.00%) | |
Unrecognized tax benefits | $ 9,318 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General And Administrative Expense [Line Items] | ||||
Office and general | $ 6,042 | $ 3,369 | $ 9,608 | $ 7,224 |
Professional fees | 3,564 | 3,070 | 6,492 | 5,749 |
Lease expense | 1,105 | 1,109 | 2,355 | 2,109 |
Facility and maintenance | 813 | 597 | 1,450 | 1,315 |
Salaries and wages | 13,629 | 7,451 | 22,917 | 15,102 |
Share based payments | 4,463 | 4,648 | 7,819 | 8,215 |
Sales and marketing | 4,365 | 506 | 5,892 | 1,428 |
Total | $ 33,981 | $ 20,750 | $ 56,533 | $ 41,142 |
Revenue, Net - Summary of Disag
Revenue, Net - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 64,804 | $ 58,723 | $ 114,463 | $ 112,077 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 16,825 | 36,330 | 40,766 | 74,714 |
Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 47,979 | $ 22,393 | $ 73,697 | $ 37,363 |
Revenue, Net - Additional Infor
Revenue, Net - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 Customer | Jun. 30, 2021 Customer | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 Customer | |
Revenue from Contract with Customer [Abstract] | ||||
Number of customers accounting more than 10% of revenue | Customer | 0 | 0 | 0 | 0 |
Sales returns | $ | $ 1,040 |
Finance and Other Expenses - Sc
Finance and Other Expenses - Schedule of Finance and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finance And Other Expenses [Abstract] | ||||
Interest accretion | $ 8,758 | $ 6,464 | $ 15,860 | $ 12,746 |
Forgiveness of principal and interest on loans | 766 | (766) | ||
Indemnification asset release | 3,998 | 2,599 | 3,973 | 3,796 |
Loss on disposal of fixed assets | 845 | 37 | 929 | 37 |
Other expense (income) | 301 | (947) | (4) | (1,270) |
Total | $ 13,902 | $ 8,919 | $ 20,758 | $ 15,309 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | $ 64,804 | $ 58,723 | $ 114,463 | $ 112,077 | |
Non-current assets | 871,299 | 871,299 | $ 438,713 | ||
United States | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 63,952 | 52,457 | 112,545 | 102,141 | |
Non-current assets | 842,569 | 842,569 | 409,150 | ||
Cananda | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Revenue | 852 | $ 6,266 | 1,918 | $ 9,936 | |
Non-current assets | $ 28,730 | $ 28,730 | $ 29,563 |
Capital Management - Additional
Capital Management - Additional Information (Details) | Apr. 28, 2022 | Apr. 27, 2022 |
Ilera Term Loan | ||
Debt Instrument [Line Items] | ||
Optional prepayment date amended period | 30 months | 18 months |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase option derivative asset | $ 50 | $ 868 |
Contingent consideration payable | 5,648 | 12,535 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 48,426 | 79,642 |
Restricted cash | 605 | |
Total Assets | 49,031 | 79,642 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 6,176 | 54,986 |
Total Liabilities | 6,176 | 54,986 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase option derivative asset | 50 | 868 |
Total Assets | 50 | 868 |
Contingent consideration payable | 5,648 | 12,535 |
Total Liabilities | $ 5,648 | $ 12,535 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Financial Instruments And Risk Management [Line Items] | ||||
Fair value assets transfers between levels of hierarchy | $ 0 | $ 0 | ||
Discount rate utilized to determine present value of liabilities | 12.20% | 12.80% | ||
Revaluation of contingent consideration | $ 34,000 | $ (7,000) | $ 153,000 | $ 2,990,000 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Summary of Changes in Preferred Share Warrant Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2021 | $ 54,986 |
Addition on acquisition | 6,756 |
Included in gain on fair value of warrants | (53,876) |
Exercises | (1,690) |
Balance at June 30, 2022 | $ 6,176 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Key Inputs and Assumptions Used in Black Scholes Simulation Valuation Model (Details) | 6 Months Ended | 12 Months Ended | |
Mar. 10, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Private Placement Warrant | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ | 2.28 | 6.11 | |
Warrant exercise price | $ / shares | $ 3,000 | $ 3,000 | |
Warrant conversion ratio | 10 | 10 | |
Annual volatility | 65.70% | 65.50% | |
Annual risk-free rate | 2.90% | 0.60% | |
Expected term (in years) | 10 months 24 days | 1 year 4 months 24 days | |
Gage Warrant | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Common Stock Price of TerrAscend Corp. | $ | 5.70 | 2.28 | |
Warrant exercise price | $ / shares | $ 8.66 | $ 8.66 | |
Annual risk-free rate | 1.80% | 2.90% | |
Expected term (in years) | 1 year 8 months 12 days | 1 year 6 months | |
Gage Warrant | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Annual volatility | 61.65% | 62.88% | |
Gage Warrant | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Annual volatility | 61.87% | 63.73% |
Financial Instruments and Ris_7
Financial Instruments and Risk Management - Summary of Purchase Option Derivative Asset (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Derivative asset, Beginning balance | $ 868 |
Revaluation of purchase option derivative asset | (818) |
Derivative asset, Ending balance | $ 50 |
Financial Instruments and Ris_8
Financial Instruments and Risk Management - Key Inputs and Assumptions Used in Monte Carlo Simulation Valuation Model (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Term (in years) | 9 months 18 days | 1 year 3 months 18 days |
Risk-free rate | 2.50% | 0.40% |
EBITDA discount rate | 15.50% | 15% |
EBITDA volatility | 37.10% | 44% |
Financial Instruments and Ris_9
Financial Instruments and Risk Management - Illustrative Variance of Total Contingent Consideration Based on Reasonably Possible Changes To one Significant Unobservable Inputs (Details) - Guad Co L L C And K C R Holdings L L C $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Discount rate sensitivity | |
Increase 100 basis points | $ 1,175 |
Increase 50 basis points | 1,195 |
Decrease 50 basis points | 1,236 |
Decrease 100 basis points | $ 1,258 |