Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
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 | 286,961,175 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 021-340690 | |
Entity Incorporation, State or Country Code | A6 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 77 City Centre Drive | |
Entity Address, Address Line Two | Suite 501 - East Tower | |
Entity Address, City or Town | Mississauga | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L5B 1M5 | |
City Area Code | 717 | |
Local Phone Number | 610-4165 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 28,915 | $ 26,158 |
Restricted cash | 3,106 | 605 |
Accounts receivable, net | 9,478 | 22,443 |
Investments | 1,932 | 3,595 |
Inventory | 54,015 | 46,335 |
Assets held for sale | 17,349 | |
Prepaid expenses and other current assets | 8,674 | 4,937 |
Current assets from discontinued operations | 509 | 571 |
Total current assets | 106,629 | 121,993 |
Non-Current Assets | ||
Restricted cash - Non-current | 2,500 | |
Property and equipment, net | 208,995 | 215,812 |
Deposits | 406 | 837 |
Operating lease right of use assets | 32,824 | 29,451 |
Intangible assets, net | 269,594 | 239,704 |
Goodwill | 99,952 | 90,328 |
Other non-current assets | 848 | 3,462 |
Total noncurrent assets | 615,119 | 579,594 |
Total Assets | 721,748 | 701,587 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 50,841 | 44,286 |
Deferred revenue | 3,092 | 2,935 |
Loans payable, current | 23,928 | 48,335 |
Contingent consideration payable, current | 4,434 | 5,184 |
Operating lease liability, current | 1,911 | 1,857 |
Lease obligations under finance leases, current | 275 | 521 |
Corporate income tax payable | 45,934 | 23,077 |
Other current liabilities | 1,608 | 2,599 |
Current liabilities from discontinued operations | 1,466 | 9,111 |
Total current liabilities | 133,489 | 137,905 |
Non-Current Liabilities | ||
Loans payable, non-current | 180,400 | 145,852 |
Operating lease liability, non-current | 35,207 | 31,545 |
Lease obligations under finance leases, non-current | 2,139 | 6,713 |
Derivative liability | 5,750 | 711 |
Convertible debt | 6,447 | |
Deferred income tax liability | 35,596 | 30,700 |
Financing obligations | 10,754 | 11,198 |
Other long term liabilities | 16,367 | 15,792 |
Total non-current liabilities | 292,660 | 242,511 |
Total Liabilities | 426,149 | 380,416 |
Commitments and Contingencies | ||
Share Capital | ||
Common shares, no par value, unlimited shares authorized; 286,807,780 and 259,624,531 shares outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid in capital | 945,926 | 934,972 |
Accumulated other comprehensive income | 1,330 | 2,085 |
Accumulated deficit | (653,623) | (618,260) |
Non-controlling interest | 1,966 | 2,374 |
Total Shareholders' Equity | 295,599 | 321,171 |
Total Liabilities and Shareholders' Equity | 721,748 | 701,587 |
Series A Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series B Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series C Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Series D Convertible Preferred Stock | ||
Share Capital | ||
Preferred stock | ||
Proportionate Voting Shares | ||
Share Capital | ||
Preferred stock | ||
Exchangeable Shares | ||
Share Capital | ||
Preferred stock |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Common stock, par value | ||
Common stock, shares authorized, unlimited | Unlimited | Unlimited |
Common stock, shares, outstanding | 286,807,780 | 259,624,531 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 12,350 | 12,608 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 600 | 600 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Series D Convertible Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Proportionate Voting Shares | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | ||
Exchangeable Shares | ||
Preferred stock, par value | ||
Preferred stock, shares authorized, unlimited | Unlimited | Unlimited |
Preferred stock, shares outstanding | 63,492,038 | 76,996,538 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 72,437 | $ 64,221 | $ 142,157 | $ 113,281 |
Excise and cultivation tax | (313) | (261) | (635) | (736) |
Revenue, net | 72,124 | 63,960 | 141,522 | 112,545 |
Cost of Sales | 35,898 | 40,009 | 71,396 | 72,970 |
Gross profit | 36,226 | 23,951 | 70,126 | 39,575 |
Operating expenses: | ||||
General and administrative | 30,476 | 32,925 | 58,206 | 54,349 |
Amortization and depreciation | 2,242 | 2,581 | 4,271 | 4,756 |
Impairment of property and equipment | 10 | 345 | ||
Total operating expenses | 32,728 | 35,506 | 62,822 | 59,105 |
Income (loss) from operations | 3,498 | (11,555) | 7,304 | (19,530) |
Other (income) expense | ||||
Loss from revaluation of contingent consideration | 34 | 153 | ||
Gain on fair value of warrants and purchase option derivative asset | (215) | (47,345) | (653) | (53,058) |
Finance and other expenses | 8,171 | 13,663 | 18,258 | 20,318 |
Transaction and restructuring costs | 389 | 627 | 392 | 1,242 |
Unrealized and realized foreign exchange (gain) loss | (101) | (315) | (132) | 41 |
Unrealized and realized loss on investments | 1,661 | 234 | 2,360 | 234 |
(Loss) Income from continuing operations before provision from income taxes | (6,407) | 21,547 | (12,921) | 11,540 |
Provision for income taxes | 6,448 | 4,688 | 19,112 | 8,431 |
Net (loss) income from continuing operations | (12,855) | 16,859 | (32,033) | 3,109 |
Discontinued operations: | ||||
Loss from discontinued operations, net of tax | (621) | (2,697) | (4,212) | (4,953) |
Net (loss) income | (13,476) | 14,162 | (36,245) | (1,844) |
Foreign currency translation | 408 | 280 | 755 | 3,887 |
Comprehensive (loss) income | (13,884) | 13,882 | (37,000) | (5,731) |
Net (loss) income from continuing operations attributable to: | ||||
Common and proportionate Shareholders of the Company | (14,998) | 15,914 | (36,362) | 1,813 |
Non-controlling interests | 2,143 | 945 | 4,329 | 1,296 |
Comprehensive (loss) income from continuing operations attributable to: | ||||
Common and proportionate Shareholders of the Company | (16,027) | 12,937 | (41,329) | (7,027) |
Non-controlling interests | $ 2,143 | $ 945 | $ 4,329 | $ 1,296 |
Net (loss) income per share - basic: | ||||
Continuing operations | $ (0.05) | $ 0.06 | $ (0.13) | $ 0.01 |
Discontinued operations | (0.01) | (0.02) | (0.02) | |
Net (loss) income per share - basic | $ (0.05) | $ 0.05 | $ (0.15) | $ (0.01) |
Weighted average number of outstanding common and proportionate voting shares | 275,186,279 | 252,305,425 | 271,223,233 | 231,829,926 |
Net (loss) income per share - diluted: | ||||
Continuing operations | $ (0.05) | $ 0.06 | $ (0.13) | $ 0.01 |
Discontinued operations | (0.01) | (0.02) | (0.02) | |
Net (loss) income per share - diluted | $ (0.05) | $ 0.05 | $ (0.15) | $ (0.01) |
Weighted average number of outstanding common and proportionate voting shares, assuming dilution | 275,186,279 | 257,883,711 | 271,223,233 | 231,829,926 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Private placement | Common Stock | Common Stock Private placement | Exchangeable Shares | Preferred Stock Series A Convertible Preferred Stock | Preferred Stock Series B Convertible Preferred Stock | Common Shares Equivalent | Common Shares Equivalent Private placement | Additional Paid In Capital | Additional Paid In Capital Private placement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest |
Balance at Dec. 31, 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 | 244,175,394 | |||||||||
Shares issued - stock options, warrant and RSU exercises | 25,743 | 25,743 | ||||||||||||
Shares issued - stock options, 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 for liability settlement | 22 | 22 | ||||||||||||
Shares issued- liability settlement, shares | 4,000 | 4,000 | ||||||||||||
Shares issued - conversion, shares | 1,085,819 | (1,050) | ||||||||||||
Share-based compensation expense | 7,819 | 7,819 | ||||||||||||
Options and warrants expired/forfeited | (2,662) | 2,662 | ||||||||||||
Conversion of convertible debt | 564 | 564 | ||||||||||||
Capital Contribution (distributions) | (448) | (448) | ||||||||||||
Net (loss) income for the period | (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 options, warrant and RSU exercises | 1,041 | 1,041 | ||||||||||||
Shares issued - stock options, 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 and warrants expired/forfeited | (1,506) | 1,506 | ||||||||||||
Capital Contribution (distributions) | 343 | 564 | (221) | |||||||||||
Net (loss) income for the period | 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 | |||||||||
Balance at Dec. 31, 2022 | 321,171 | 934,972 | 2,085 | (618,260) | 2,374 | |||||||||
Balance, shares at Dec. 31, 2022 | 259,624,531 | 76,996,538 | 12,608 | 600 | 349,829,273 | |||||||||
Shares issued - stock options, warrant and RSU exercises | 81 | 81 | ||||||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 393,924 | 393,924 | ||||||||||||
Shares, options and warrants issued - acquisitions | 10,267 | 10,267 | ||||||||||||
Shares, options and warrants issued - acquisitions, shares | 5,913,963 | 5,913,963 | ||||||||||||
Shares, options and warrants issued - legal settlement | 794 | 794 | ||||||||||||
Shares, options and warrants issued - legal settlement, shares | 532,185 | 532,185 | ||||||||||||
Share issued | $ 7,507 | $ 7,507 | ||||||||||||
Share issued, Shares | 6,580,677 | 6,580,677 | ||||||||||||
Shares issued - conversion, shares | 13,762,500 | (13,504,500) | (258) | |||||||||||
Share-based compensation expense | 3,694 | 3,694 | ||||||||||||
Options and warrants expired/forfeited | (5,212) | 5,212 | ||||||||||||
Capital Contribution (distributions) | (3,415) | (3,415) | ||||||||||||
Acquisition of non-controlling interest | (7,500) | (6,177) | (1,323) | |||||||||||
Net (loss) income for the period | (36,245) | (40,575) | 4,330 | |||||||||||
Foreign currency translation | (755) | (755) | ||||||||||||
Balance at Jun. 30, 2023 | 295,599 | 945,926 | 1,330 | (653,623) | 1,966 | |||||||||
Balance, shares at Jun. 30, 2023 | 286,807,780 | 63,492,038 | 12,350 | 600 | 363,250,022 | |||||||||
Balance at Mar. 31, 2023 | 299,301 | 936,404 | 1,738 | (641,517) | 2,676 | |||||||||
Balance, shares at Mar. 31, 2023 | 274,653,743 | 63,492,038 | 12,350 | 600 | 351,095,985 | |||||||||
Shares issued - stock options, warrant and RSU exercises, shares | 1,078 | 1,078 | ||||||||||||
Shares, options and warrants issued - acquisitions | 9,524 | 9,524 | ||||||||||||
Shares, options and warrants issued - acquisitions, shares | 5,442,282 | 5,442,282 | ||||||||||||
Shares, options and warrants issued - legal settlement | 201 | 201 | ||||||||||||
Shares, options and warrants issued - legal settlement, shares | 130,000 | 130,000 | ||||||||||||
Share issued | 7,507 | 7,507 | ||||||||||||
Share issued, Shares | 6,580,677 | 6,580,677 | ||||||||||||
Share-based compensation expense | 1,981 | 1,981 | ||||||||||||
Options and warrants expired/forfeited | (3,514) | 3,514 | ||||||||||||
Capital Contribution (distributions) | (1,531) | (1,531) | ||||||||||||
Acquisition of non-controlling interest | (7,500) | (6,177) | (1,323) | |||||||||||
Net (loss) income for the period | (13,476) | (15,620) | 2,144 | |||||||||||
Foreign currency translation | (408) | (408) | ||||||||||||
Balance at Jun. 30, 2023 | $ 295,599 | $ 945,926 | $ 1,330 | $ (653,623) | $ 1,966 | |||||||||
Balance, shares at Jun. 30, 2023 | 286,807,780 | 63,492,038 | 12,350 | 600 | 363,250,022 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net (loss) income from continuing operations | $ (32,033) | $ 3,109 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Non-cash write downs of inventory | 1,081 | 8,495 |
Accretion expense | 5,673 | 1,708 |
Depreciation of property and equipment and amortization of intangible assets | 9,761 | 11,253 |
Amortization of operating right-of-use assets | 932 | 1,074 |
Share-based compensation | 3,694 | 7,819 |
Deferred income tax expense | 815 | (787) |
Gain on fair value of warrants and purchase option derivative | (653) | (53,058) |
Loss on disposal of fixed assets | 345 | 929 |
Revaluation of contingent consideration | 153 | |
Release of indemnification asset | 3,973 | |
Unrealized and realized foreign exchange (gain) loss | (132) | 41 |
Unrealized and realized loss on investments / derivatives | 2,410 | 234 |
Changes in operating assets and liabilities | ||
Receivables | 295 | (445) |
Inventory | (7,851) | 208 |
Prepaid expense and other current assets | (319) | 1,434 |
Deposits | 431 | 206 |
Other assets | 714 | 461 |
Accounts payable and accrued liabilities and other payables | 4,089 | (7,840) |
Operating lease liability | (337) | (614) |
Other liability | 1,085 | (10,353) |
Contingent consideration payable | (410) | |
Corporate income tax payable | 22,127 | 5 |
Deferred revenue | 157 | 766 |
Net cash provided by (used in) operating activities- continuing operations | 12,284 | (31,639) |
Net cash (used in) operating activities- discontinued operations | (3,164) | (3,337) |
Net cash provided by (used in) operating activities | 9,120 | (34,976) |
Investing activities | ||
Investment in property and equipment | (4,504) | (12,500) |
Investment in intangible assets | (262) | (1,330) |
Principal payments received on lease receivable | 104 | 392 |
Receipt of convertible debenture payment | 738 | |
Deposits for property and equipment | (10,036) | |
Deposits for business acquisition | (852) | |
Payment for land contracts | (769) | (429) |
Cash portion of consideration paid in acquisitions, net of cash of acquired | (14,469) | 24,716 |
Net cash (used in) / provided by investing activities- continuing operations | (19,162) | (39) |
Net cash (used in) /provided by investing activities- discontinued operations | 14,285 | |
Net cash (used in) / provided by investing activities | (4,877) | (39) |
Financing activities | ||
Transfer of Employee Retention Credit | 12,677 | |
Proceeds from loan payable, net of transaction costs | 23,872 | |
Proceeds from options and warrants exercised | 81 | 24,158 |
Loan principal paid | (40,359) | (4,968) |
Loan amendment fee paid and prepayment premium paid | (1,178) | (1,200) |
Cash distributions to partners | (3,415) | (1,436) |
Capital contributions paid to non-controlling interests | (448) | |
Payments of contingent consideration | (6,630) | |
Proceeds from private placement, net of share issuance costs | 19,218 | |
Payments made for financing obligations and finance lease | (941) | (460) |
Net cash provided by financing activities- continuing operations | 9,955 | 9,016 |
Net cash provided by financing activities- discontinued operations | (5,539) | (235) |
Net cash (used in) /provided by financing activities | 4,416 | 8,781 |
Net increase in cash and cash equivalents and restricted cash during the period | 8,659 | (26,234) |
Net effects of foreign exchange | (901) | (4,377) |
Cash and cash equivalents and restricted cash, beginning of the period | 26,763 | 79,642 |
Cash and cash equivalents and restricted cash, end of the period | 34,521 | 49,031 |
Supplemental disclosure with respect to cash flows | ||
Income taxes (refund received) paid | (4,582) | 9,213 |
Interest paid | 9,259 | 14,641 |
Lease termination fee paid | 3,300 | |
Non-cash transactions | ||
Equity and warrant liability issued as consideration for acquisition | 10,267 | 294,800 |
Shares issued for legal and liability settlement | 794 | 22 |
Accrued capital purchases | $ 529 | $ 9,776 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Na ture of operations TerrAscend Corp. (“TerrAscend” or the “Company”) was incorporated under the Ontario Business Corporations Act on March 7, 2017 . TerrAscend provides cannabis products, brands, and services to the United States (“U.S.”) and Canadian cannabinoid markets where cannabis production or consumption has been legalized for therapeutic or adult use. TerrAscend operates a number of synergistic businesses, including Gage Growth ("Gage"), a cultivator, processor and retailer in Michigan; KISA Enterprises MI, LLC and KISA Holdings LLC (collectively "Pinnacle"); The Apothecarium (“The Apothecarium”), a cannabis dispensary with several retail locations in California, Pennsylvania and New Jersey; TerrAscend NJ, LLC ("TerrAscend NJ"), a cultivator, processor and retailer with operations in New Jersey; Ilera Healthcare (“Ilera”), Pennsylvania’s medical cannabis cultivator, processor and dispenser; vertically integrated operations in Maryland which include HMS Health, LLC and HMS Processing, LLC (collectively “HMS”), a cannabis cultivator and process or, Allegany Medical Marijuana Dispensary ("AMMD"), Peninsula Alternative Health ("Peninsula"), Blue Ridge Wellness ("Blue Ridge"), and Herbiculture Inc. ("Herbiculture"); Valhalla Confections, a cannabis-infused edibles brand; and State Flower, a California-based cannabis producer operating a licensed cultivation facility in San Francisco. Notwithstanding various states in the U.S. which have implemented medical marijuana laws, or which have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970. Effective July 4, 2023, the Company commenced trading of its common shares on the Toronto Stock Exchange ("TSX"), under the ticker symbol "TSND". Previously from May 3, 2017 to June 30, 2023, common shares of the Company were traded on the Canadian Securities Exchange under ticker symbol "TER". The common shares of the Company began trading on OTCQX on October 22, 2018 under the ticker symbol "TRSSF" and changed its ticker symbol to "TSNDF" effective July 6, 2023. The Company’s registered office is loc ated at 77 City Centre Drive, Suite 501, Mississauga, Ontario, L5B 1M5. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with U.S. Generally Accepted Accounting Principles ("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, 2023 are not necessarily indicative of the operating results for the year ended December 31, 2023, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. At June 30, 2023, TerrAscend had an accumulated deficit of $ 653,623 . During the three and six months ended June 30, 2023, TerrAscend incurred a net loss from continuing operations of $ 12,855 and $ 32,033 , respectively. Additionally, as of June 30, 2023 the Company’s current liabilities exceed its current assets. Therefore, the Company expects that it will need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about TerrAscend's ability to continue as a going concern for at least one year from the issuance of these financial statements. The Company believes this concern is mitigated by steps to improve its operations and cash position, including: (i) identifying access to future capital required to meet the Company’s on-going obligations, (ii) improved cashflow growth from the Company's consolidated operations, particularly in New Jersey and most recently Maryland with conversion to adult use sales, and (iii) various cost and efficiency improvements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2022 contained in the Company's 2022 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2022 in the Company's 2022 Form 10-K other than the new estimate disclosed in Note 3 of the financial statements. |
Consolidation
Consolidation | 6 Months Ended |
Jun. 30, 2023 | |
Text Block [Abstract] | |
Consolidation | 3. Consolidation The Company consolidates entities in which it has a controlling financial interest by evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). As a part of the TSX listing, the Company reorganized its ownership in subsidiaries to segregate the Company’s Canadian cannabis operations from its operations in the United States (the "Reorganization"). After the Reorganization, the Company owns 95 % of its Canadian business. The Company continues to consolidate both its Canadian and its U.S. cannabis operation under two different consolidation models. Voting Interest Entities A VOE is an entity in which (1) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (2) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (3) the entity is structured with substantive voting rights. The Company consolidates the Canadian operations under a VOE model based on the controlling financial interest obtained through common shares with substantive voting rights. Variable Interest Entities A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). As a result of the Company's TSX listing effort, TerrAscend Growth Corp., a wholly owned subsidiary of the Company, has issued $ 1 million of Class A shares to an investor. See Note 10 for accounting treatment of Class A shares. The Company’s ownership in Class B shares, representing 100 % of the issued and outstanding shares of TerrAscend Growth Corp., were exchanged for non-voting, non-participating exchangeable shares of TerrAscend Growth Corp. Simultaneously, the Company entered into a protection agreement with TerrAscend Growth Corp. that contains certain negative covenants that are designed to preserve the value of the non-voting shares until such time as they are converted into common shares. The Company determined TerrAscend Growth Corp. is a VIE as all the Company’s US activities continue to be conducted on behalf of the Company which has disproportionately few voting rights. After conducting an analysis of the following VIE factors; purpose and design of the VIE, the protection agreement in place, the board structure of TerrAscend Growth Corp., and substantive kick-out rights of the Class A shareholders, it was determined that the Company has the power to direct the activities of TerrAscend Growth Corp. In addition, given the structure of the Class A shares where all of the losses and substantially all of the benefits of TerrAscend Growth Corp. are absorbed by the Company, the Company consolidates as the primary beneficiary in accordance with ASC 810 Consolidation . Management has applied significant judgment on the decision to consolidate its VIE's based on the facts and circumstances noted above. The Company's U.S. operations are consolidated through the VIE model. Therefore, substantially all of the Company's current assets, non-current assets, current liabilities and non-current liabilities are consolidated through the VIE model. The Company's assets and liabilities that are not consolidated through the VIE model include convertible debt, derivative liability and assets and liabilities from discontinued operations. The Company also consolidates a minimal amount of assets and liabilities within Canada, see Note 21 for more information. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | 4. Accounts receivable, net June 30, 2023 December 31, 2022 Trade receivables $ 19,213 $ 14,786 Sales tax receivable 120 277 Other receivables 994 17,936 Expected credit losses ( 10,849 ) ( 10,556 ) Total receivables, net $ 9,478 $ 22,443 For the year ended December 31, 2022, the Company has an Employee Retention Credit ("ERC") for qualified wages of $ 14,903 which was included in other receivables in the table above at December 31, 2022. During January 2023, the Company received $ 12,667 , pursuant to a financing agreement with a third-party lender. In exchange, the Company assigned to the lender its interests in the $ 14,903 ERC claim that was submitted during December 2022. The difference between the amount of the claim and the amount received from the lender is the employee retention credits transfer fee which is equal to 15 % of the total claim amount. The framework prescribed in ASC 860 Transfers and Servicing was reviewed and management has concluded that this should be accounted for as an asset transfer with recourse. This fee is included in finance and other expenses. If the Company does not receive the ERC claim, in whole or in part, the Company is required to repay the related portion of the funds received plus interest of 10 % accrued from the date of the financing agreement through the repayment date. The Company’s obligation under the financing agreement will be satisfied upon receipt of the ERC claim or other full repayment. As of June 30, 2023, the lender has received refunds in the amount of $ 10,059 and is awaiting receipt of the remaining refunds. Management has concluded that collection remains probable and no additional recourse obligation was recorded for the six months ended June 30, 2023. June 30, 2023 December 31, 2022 Trade receivables $ 19,213 $ 14,786 Less: provision for sales returns and expected credit losses ( 10,849 ) ( 10,556 ) Total trade receivables, net $ 8,364 $ 4,230 Of which Current 7,393 4,045 31-90 days 1,108 614 Over 90 days 10,712 10,127 Less: provision for sales returns and expected credit losses ( 10,849 ) ( 10,556 ) Total trade receivables, net $ 8,364 $ 4,230 The over 90 days aged balance relates mainly to one customer which was deemed uncollectible. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions AMMD On January 27, 2023, TerrAscend closed the acquisition of AMMD, a dispensary in Cumberland, Maryland. Under the terms of the agreement, TerrAscend acquired a 100 % equity interest in AMMD for total consideration of $ 10,000 in cash, in addition to entering into a long-term lease with the option to purchase the real estate. The cash consideration paid included repayments of indebtedness and transaction expenses on behalf of AMMD of $ 160 and $ 29 , respectively. The following table pre sents the fair value of assets acquired and liabilities assumed as of the January 27, 2023 acquisition date and allocation of the consideration to net assets acquired: Cash and cash equivalents $ 20 Inventory 303 Prepaid expense 4 Operating right of use asset 781 Fixed assets 416 Intangible asset 5,330 Goodwill 6,005 Accounts payable and accrued liabilities ( 135 ) Deferred tax liability ( 2,021 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 781 ) Net assets acquired $ 9,631 Cash 10,000 Working capital adjustment ( 369 ) Total consideration $ 9,631 The acquired intangible assets include a medical license, which is treated as a definite-lived intangible asset and amortized over a 30-year period. The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. The accounting for this acquisition has been provisionally determined at June 30, 2023. The fair value of net assets acquired, specifically with respect to inventory, intangible assets, property and equipment, operating right of use assets, lease liabilities, corporate income taxes payable, deferred tax liability, and goodwill have been determined provisionally and are subject to adjustment. Upon completion of a comprehensive valuation and finalization of the purchase price allocation, the amounts above may be adjusted retrospectively to the acquisition date in future reporting periods. During the 3 months ended June 30, 2023, an adjustment was made to decrease intangible assets by $ 620 due to new information regarding the fair value at January 27, 2023. This resulted in an increase to goodwill of the same amount. Costs related to this transaction were $ 191 , including legal, accounting, due diligence, and other transaction-related expenses. Of the total amount of transaction costs, $ 36 and $ 99 were recorded during the six months ended June 30, 2023 and June 30, 2022, respectively. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 3,736 for the six months ended June 30, 2023 and net income estimates would have been $ 1,141 . Actual sales and net income for the six months ended June 30, 2023 since the date of acquisition are $ 3,057 and $ 897 , respectively. Peninsula On June 28, 2023, the Company closed the acquisition of Peninsula, a dispensary located in Salisbury, Maryland. Under the terms of the agreement, the Company acquired 100 % of the equity interest in Peninsula for total consideration of $ 14,362 exclusive of assumed financing obligations of $ 7,698 . The consideration was comprised of 5,442,282 common shares of the Company ("Common Shares"), valued at $ 9,524 , a $ 3,927 secured promissory note at an interest rate of 7.25 % maturing on June 28, 2026 , and $ 1,500 in cash, less a working capital adjustment of $ 589 . The cash consideration paid included transaction expenses and repayments of indebtedness on behalf of Peninsula of $ 290 and $ 33 , respectively. As part of the stock consideration, the Company guaranteed the value of the stock consideration as of the transaction date for a period up to 24 months from the transaction d ate. This guarantee in value is accounted for as a derivative in accordance with ASC 815, Derivatives and Hedging. The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 370 Prepaid expense 371 Operating right of use asset 1,168 Fixed assets 68 Intangible asset 21,800 Goodwill 683 Accounts payable and accrued liabilities ( 1,123 ) Loans payable ( 7,807 ) Operating lease liability ( 1,168 ) Net assets acquired $ 14,362 Cash 1,500 Common shares of TerrAscend 9,524 Loans payable 3,927 Working capital adjustment ( 589 ) Total consideration $ 14,362 The acquired intangible assets include a medical license, which is treated as a definite-lived intangible asset and amortized over a 30-year period. The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. The accounting for this acquisition has been provisionally determined at June 30, 2023. The fair value of net assets acquired, specifically with respect to inventory, intangible assets, property and equipment, operating right of use assets, lease liabilities, 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 $ 445 , including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the six months ended June 30, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 6,987 for the six months ended June 30, 2023 and net income estimates would have been $ 1,168 . Actual sales and net loss for the six months ended June 30, 2023 since the date of acquisition are $ 200 and $ 129 , respectively. Blue Ridge On June 30, 2023, the Company closed the acquisition of Blue Ridge, a dispensary located in Parkville, Maryland. The Company has plans to relocate Blue Ridge in the next six months to a new, high-traffic retail center. Under the terms of the agreement, the Company acquired a 100 % equity interest in Blue Ridge for total consideration of $ 6,188 , comprised of a promissory note of $ 3,750 at an interest rate of 7.0 % maturing on June 30, 2027 and $ 3,000 in cash, less a working capital adjustment of $ 562 . The cash consideration paid included repayments of indebtedness and transaction expenses on behalf of Blue Ridge of $ 707 and $ 281 , respectively. The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 234 Prepaid expense 192 Operating right of use asset 2,325 Intangible asset 6,410 Goodwill 2,936 Deferred tax liability ( 2,653 ) Accounts payable and accrued liabilities ( 931 ) Operating lease liability ( 2,325 ) Net assets acquired $ 6,188 Cash 3,000 Loans payable 3,750 Working capital adjustment ( 562 ) Total consideration $ 6,188 The acquired intangible assets include a medical license, which is treated as a definite-lived intangible asset and amortized over a 30 -year period. The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes. The accounting for this acquisition has been provisionally determined at June 30, 2023. The fair value of net assets acquired, specifically with respect to inventory, intangible assets, operating right of use assets, lease liabilities, 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 $ 163 , including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the six months ended June 30, 2023. On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $ 2,018 for the six months ended June 30, 2023 and net income estimates would have been $ 383 . Actual sales and net loss for the six months ended June 30, 2023 since the date of acquisition are $ 21 and $ 84 , respectively. Contingent consideration Contingent consideration recorded relates to the Company’s business acquisitions. Contingent consideration is based upon the potential earnout of the underlying business unit and is measured at fair value using a projection model for the business and the formulaic structure for determining the consideration under the terms of the agreement. The balance of contingent consideration is as follows: State Flower Apothecarium Pinnacle Total Carrying amount, December 31, 2022 $ 1,406 $ 3,028 $ 750 $ 5,184 Payments of contingent consideration — — ( 750 ) ( 750 ) Carrying amount, June 30, 2023 $ 1,406 $ 3,028 — $ 4,434 Less: current portion ( 1,406 ) ( 3,028 ) — ( 4,434 ) Non-current contingent consideration — — — — During the six months ended June 30, 2023, the Company issued 471,681 shares of common stock to the sellers of its previously acquired Pinnacle business. The issuance of shares fully settles the $ 750 earn out consideration provision in the stock purchase agreement. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory, Net [Abstract] | |
Inventory | 6. Inventory The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2023 December 31, 2022 Raw materials $ 1,406 $ 1,181 Finished goods 20,691 15,280 Work in process 26,891 26,406 Accessories, supplies and consumables 5,027 3,468 $ 54,015 $ 46,335 The Company wrote down $ 1,081 of packaging inventory due primarily to defective cartridges during the six months ended June 30, 2023. On February 4, 2022, more than 500 vape products were recalled by the Pennsylvania's Department of Health, including several of the Company's SKUs. As a result of the recall, the Company wrote off $ 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. The inventory write-downs in the prior year period were mainly due to the write down of inventory to lower of cost or market which was related to the Company's operations reconfiguration of its cultivation facility in Pennsylvania, as well as inventory in Canada that the Company deemed unsaleable. |
Discontinued operations
Discontinued operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. Discontinued operations The Company determined to make available for sale the asset groups related to TerrAscend Canada's Licensed Producer business. Therefore, the results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. The major classes of assets and liabilities from discontinued operations included the following: June 30, 2023 December 31, 2022 Land — $ 734 Buildings & improvements — 16,529 Office furniture & equipment — 86 Total assets held for sale — $ 17,349 Prepaid expenses and other current assets 509 571 Current assets from discontinued operations $ 509 $ 571 Accounts payable and accrued liabilities $ 1,466 $ 3,747 Loans payable — 5,364 Current liabilities from discontinued operations $ 1,466 $ 9,111 The results of operations for the discontinued operations includes revenues and expenses directly attributable to the operations disposed. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to TerrAscend Canada's Licensed Producer business. The results of discontinued operations were as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue — $ 1,146 — $ 2,531 Excise and cultivation tax — ( 302 ) — ( 613 ) Revenue, net — 844 — 1,918 Cost of Sales — 1,802 — 3,360 Gross profit — ( 958 ) — ( 1,442 ) Operating expenses: General and administrative 455 1,056 756 2,184 Amortization and depreciation — 435 48 878 Impairment of property and equipment — — 3,064 — Total operating expenses 455 1,491 3,868 3,062 Loss from discontinued operations ( 455 ) ( 2,449 ) ( 3,868 ) ( 4,504 ) Other expense Finance and other expenses 166 248 344 449 Net loss from discontinued operations $ ( 621 ) $ ( 2,697 ) $ ( 4,212 ) $ ( 4,953 ) Asset Specific Impairment Certain assets of TerrAscend Canada were determined to be held for sale as they met the criteria under ASC 360 Property, Plant and Equipment . TerrAscend Canada operated out of a 67,300 square foot facility located in Mississauga, Ontario. Assets held for sale are reported at the lower of its carrying value or fair value less cost to se ll. On May 23, 2023, the Mississauga, Ontario facility was sold for CAD $ 19,700 (U.S. $ 14,285 ). Net proceeds have been applied to pay down existing Company debt. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and equipment Property and equipment consisted of: June 30, 2023 December 31, 2022 Land $ 6,713 $ 6,512 Assets in process 26,181 28,416 Buildings & improvements 159,356 154,742 Machinery & equipment 33,337 30,973 Office furniture & equipment 8,727 7,576 Assets under finance leases 2,530 7,277 Total cost 236,844 235,496 Less: accumulated depreciation ( 27,849 ) ( 19,684 ) Property and equipment, net $ 208,995 $ 215,812 Assets in process represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service. As of June 30, 2023 and December 31, 2022 , borrowing costs were no t capitalized because the assets in process did not meet the criteria of a qualifying asset. Depreciation expense was $ 3,395 and $ 6,652 for the three and six months ended June 30, 2023 , respectively ($ 2,023 and $ 4,040 included in cost of sales) and $ 3,027 and $ 4,684 for the three and six months ended June 30, 2022 , respectively ($ 1,670 and $ 3,171 included in cost of sales). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible assets and goodwill Intangible assets consisted of the following: At June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,286 $ ( 817 ) $ 469 Licenses 208,384 ( 22,016 ) 186,368 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 280 ) - Total finite lived intangible assets 211,094 ( 24,257 ) 186,837 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 293,851 $ ( 24,257 ) $ 269,594 At December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,169 $ ( 569 ) $ 600 Licenses 178,929 ( 22,590 ) 156,339 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 272 ) 8 Total finite lived intangible assets 181,522 ( 24,575 ) 156,947 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 264,279 $ ( 24,575 ) $ 239,704 Amortization expense was $ 1,595 and $ 3,109 for the three and six months ended June 30, 2023, respectively ($ 725 and $ 1,450 included in cost of sales) and $ 3,871 and $ 6,333 for the three and six months ended June 30, 2022, respectively ($ 2,345 and $ 3,076 included in cost of sales). Estimated future amortization expense for finite lived intangible assets for the next five years is as follow s: Remainder of 2023 $ 4,501 2024 8,662 2025 8,396 2026 8,381 2027 8,301 The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company’s goodwill bala nce: Balance at December 31, 2022 $ 90,328 Acquisitions (see Note 5) 9,004 Measurement period adjustment 620 Balance at June 30, 2023 $ 99,952 |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Loans Payable | 10. Loans payable Ilera Term Loan Stearns Loan Gage Loans Pinnacle Loans Pelorus Term Loan Maryland Acquisition Loans Class A Share Gage Growth Corp IHC Note Payable Total Balance at December 31, 2022 $ 110,850 $ - $ 29,976 $ 9,333 $ 44,028 $ - $ - $ - $ 194,187 Loan principal, net of transaction costs 23,872 — — — 15,485 1,000 7,500 47,857 Loan amendment fee / Prepayment penalty ( 2,328 ) — — — — — — — ( 2,328 ) Interest and accretion 8,405 38 2,189 266 3,332 — — — 14,230 Principal and interest paid ( 40,469 ) — ( 3,132 ) ( 1,266 ) ( 3,251 ) — — ( 1,500 ) ( 49,618 ) Effects of movements in foreign exchange — — — — — — — — - Ending carrying amount at June 30, 2023 76,458 23,910 29,033 8,333 44,109 15,485 1,000 6,000 204,328 Less: current portion ( 3,461 ) ( 405 ) ( 3,214 ) ( 8,333 ) ( 551 ) ( 1,964 ) — ( 6,000 ) ( 23,928 ) Non-current loans payable $ 72,997 $ 23,505 $ 25,819 — $ 43,558 $ 13,521 $ 1,000 $ - $ 180,400 Total interest paid on all loan payable s was $ 6,803 and $ 9,259 for the three and six months ended June 30, 2023, respectively, and $ 6,370 and $ 14,406 for the three and six months ended June 30, 2022, respectively. Ilera Term Loan On April 14, 2023, WDB Holding PA agreed to an amendment to the Ilera Term Loan among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein), and (ii) to waive certain tax provisions. On June 22, 2023, WDB Holding PA further agreed to an amendment among other things, to (i) extend the next test date for the interest coverage ratio from June 30, 2023 until September 30, 2023, and (ii) amend the terms for which WDB Holding PA may incur certain indebtedness and liens. In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. Stearns Loan On June 26, 2023, the Company closed on a $ 25,000 commercial loan with Stearns Bank, secured by the Company's cultivation facility in Pennsylvania and its AMMD dispensary in Cumberland, Maryland ("Stearns Loan"). The loan carries an interest rate of prime plus 2.25 % and matures on December 26, 2024 . The Company is required to hold $ 2,500 on deposit in a restricted account. Gage Loans On June 9, 2023, TerrAscend Growth Corp. agreed to an amendment among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein) and (ii) to permit certain indebtedness and waive certain tax provisions. Pinnacle Loan The Pinnacle Acquisition purchase price included two promissory notes in an aggregate amount of $ 10,000 to pay down all Pinnacle liabilities and encumbrances. The promissory notes carry an interest rate of 6 %. On June 27, 2023, Spartan Partn ers Properties, LLC agreed to an amendment among other things, to extend the obligation date of the loan until December 1, 2023. In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. Pelorus Term Loan On April 17, 2023, TerrAscend NJ, LLC agreed to an amendment among other things, to (i) permit changes necessary for the TSX Transaction (as defined therein), and (ii) to waive certain tax provisions. On June 22, 2023, TerrAscend NJ, LLC further agreed to an amendment to permit certain indebtedness. In accordance with ASC 470, Debt , the amendments above were not considered extinguishment of debt. Maryland Acquisition Loans On June 28, 2023, related to the acquisition of Peninsula, the Company assumed financing obligations in the amount of $ 7,698 , which matures on June 28, 2025 . The promissory note carries an interest rate of 8.25 %. The Company will make monthly payments of principal and interest totaling $ 157 beginning on July 28, 2023 . The Company is required to make a mandatory prepayment of 50 % of the outstanding principal balance on January 28, 2025. The consideration also included a promissory note in the amount of $ 3,927 . The promissory note carries an interest of 7.25 % and is payable in twelve quarterly installments, maturing on June 28, 2026 . One June 30, 2023, related to the acquisition of Blue Ridge, the Company agreed to a promissory note in the amount of $ 3,750 payable in four quarterly installments o f accrued interest commencing on September 30, 2023 and twelve equal quarterly installments of principal and accrued interest commencing on September 30, 2024. T he remaining amount of the principal and accrued interest is due on June 30, 2027 , the maturity date. The promissory note carries an interest rate of 7.0 %. Class A Share of TerrAscend Growth As a part of the Reorganization (See Note 3), TerrAscend Growth Corp. issued $ 1,000 of Class A shares with a 20 % guaranteed annual dividend. Under the Subscription Agreement, TerrAscend Growth Corp holds a call right to repurchase all of the Class A Shares, at any point in time, issuable to the holder of Class A Shares and the holder of Class A shares is granted a put right that is exercisable at any time following the five-year anniversary of the closing of the investment. The instrument is considered as a debt due to the economic characteristics and risks. The repurchase / put price is defined as the sum of: (a) the Repurchase/Put Price; plus (b) the amount equal to 40 % of the Subscription Amount less the aggregate Dividend Amounts paid to the Subscriber as of the date of the Exercise Notice. IHC Real Estate LP Loan On June 26, 2023, the Company bought out the minority interest in IHC Real Estate LP and entered into a promissory note of $ 7,500 . The promissory note carries an interest rate of 15 % and matures on January 15, 2024 . On June 28, 2023, the Company made a payment of $ 1,500 . Maturities of loans payable Stated maturities of loans payable over the next five years are as follows: June 30, 2023 Remainder of 2023 $ 13,845 2024 137,216 2025 8,466 2026 3,649 2027 43,219 Thereafter 2,264 Total principal payments $ 208,659 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases The majority of the Company’s leases are operating leases used primarily for corporate offices, retail, cultivation and manufacturing. The operating lease periods generally range fro m 1 to 28 years. T he Compan y had two and three finance leases at June 30, 2023 and December 31, 2022, respectively. Amounts recognized in the consolidated balance sheet were as follows: June 30, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 32,824 $ 29,451 Operating lease liability classified as current 1,911 1,857 Operating lease liability classified as non-current 35,207 31,545 Total operating lease liabilities $ 37,118 $ 33,402 Finance leases: Property and equipment, net $ 2,374 $ 6,673 Lease obligations under finance leases classified as current 275 521 Lease obligations under finance leases classified as non-current 2,139 6,713 Total finance lease obligations $ 2,414 $ 7,234 The Company recognized operating lease expense of $ 1,254 and $ 2,451 for the three and six months ended June 30, 2023, respectively. and 2022, respectively and $ 1,173 and $ 2,355 for the three and six months ended June 30, 2022. Other information related to operating leases at June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.9 12.8 Finance leases 0.7 6.8 Weighted-average discount rate Operating leases 11.04 % 10.69 % Finance leases 9.47 % 9.89 % Supplemental cash flow information related to leases are as follows: June 30, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 2,451 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 3,764 3,097 Cash paid for amounts included in measurement of finance lease liabilities 254 220 Assets under finance leases obtained in exchange for finance lease obligations - 6,913 Undiscounted lease obligations are as follows: Operating Finance Total Remainder of 2023 4,326 96 $ 4,422 2024 6,054 2,130 8,184 2025 6,045 132 6,177 2026 5,570 134 5,704 2027 5,080 136 5,216 Thereafter 48,419 81 48,500 Total lease payments 75,494 2,709 78,203 Less: interest ( 38,376 ) ( 295 ) ( 38,671 ) Total lease liabilities $ 37,118 $ 2,414 $ 39,532 Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: Remainder of 2023 $ 313 2024 551 2025 445 2026 262 2027 — Thereafter — Total rental payments $ 1,571 A sale-leaseback transaction occurs when an entity sells an asset it owns and then immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. Under ASC 842, Leases , both parties must assess whether the buyer-lessor has obtained control of the asset and a sale has occurred. Through the Gage Acquisition, the Company entered into leaseback transactions on six properties of owned real estate. The Company has determined that these transactions do not qualify as a sale because control was not transferred to the buyer-lessor. Therefore, the Company has classified the lease portion of the transaction as a finance lease and continues to depreciate the asset. The Gage acquisition included financing obligations . The balance at June 30, 2023 was $ 11,614 . Of this amount, $ 860 is included in other current liabilities and $ 10,754 is included in financing obligations in the unaudited consolidated balance sheets. The financing obligations had a weighted average term and weighted average discount rate of 7.2 years and 9.6 %, respectively, at June 30, 2023. Undiscounted financing obligations as of June 30, 2023 are as follows: Remainder of 2023 974 2024 1,940 2025 1,986 2026 2,032 2027 2,079 Thereafter 5,680 Total payments 14,691 Less: interest ( 3,077 ) Total financing obligations $ 11,614 |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 12. Convertible Debt On June 23, 28, and 30, 2023, the Company closed the private placements of 10,105 senior unsecured convertible debentures at a price of $ 1,000 per debenture for total gross proceeds of $ 10,105 . Unless repaid or converted earlier, the outstanding principal and accrued and unpaid interest on the debentures will be due and payable 36 months following the closing of the debenture Offering (the “Maturity Date”). Each debenture will bear interest at a rate of 9.9 % per annum from the date of issuance, calculated and compounded semi-annually, and payable on the Maturity Date. Each holder may, at the option of the holder upon signing of the subscription agreement, elect to receive up to 4.95 % per annum of such interest payable in cash on a semi-annual basis. Each debenture will be convertible into common shares, at the option of the holder, at any time or times prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $ 2.01 . Holders converting their debentures will receive accrued and unpaid interest for the period from and including the date of the last interest payment date, to and including, the date of conversion. In accordance with ASC 815 Derivatives and Hedging , the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the issuer. It was recorded at fair value, using the Black-Scholes option model (Note 23). The proceeds are allocated first to the conversion option based on its fair value of $ 3,533 , and the residual was allocated to the host instrument and recorded as convertible debt at a fair value of $ 6,572 . |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | 13. Shareholders' equity Warrants The following is a summary of the outstanding warrants for common shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Expired ( 320,000 ) ( 320,000 ) 3.50 — Outstanding, June 30, 2023 22,920,330 408,715 $ 4.61 9.35 The Gage Acquisition also included warrant liabilities that are exchangeable into common shares. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Granted 3,590,334 — $ 1.95 1.98 Exercised — — — — Outstanding, June 30, 2023 10,719,851 7,129,517 $ 6.41 0.99 The following is a summary of the outstanding preferred share warrants at June 30, 2023 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Expired ( 15,106 ) ( 15,106 ) 3,000 — Outstanding, June 30, 2023 - - $ - - Private Placement Financing Concurrently with convertible debenture placements (Note 12), on June 23, 2023, June 28, 2023, and June 30, 2023, the Company closed three tranches of private placements of equity securities at a price of $ 1.50 per unit for aggregate gross proceeds of $ 9,871 . Each unit is comprised of one common share of the Company and one-half warrant to purchase one common share. Each warrant entitles the holder to acquire one common share at a price of $ 1.95 per common share for a period of 24 months following the date of issuance. Detachable warrants issued in a bundled transaction are accounted for separately. Under ASC 815 Derivatives and Hedging , the detachable warrants meet the definition of derivative because the exercise price is denominated in a currency that is different from the functional currency of the Company. It was recorded at a fair value of $ 2,216 , using the Black-Scholes option model. The proceeds are allocated first to the warrants based on their fair value, and the residual of $ 7,655 was allocated to the equit y (Note 23) . |
Share-based Compensation Plans
Share-based Compensation Plans | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | 14. Share-based compensation plans Share-based payments expense Total share-based payments expense was as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Stock options $ 1,437 $ 3,500 $ 2,697 $ 6,090 Restricted share units $ 544 $ 963 997 1,729 Total share-based payments $ 1,981 $ 4,463 $ 3,694 $ 7,819 Stock Options The following table s ummarizes the stock option activity for the six months ended June 30, 2023: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 N/A Granted 706,627 — 1.75 — — Exercised ( 405,134 ) — 0.19 — — Forfeited ( 1,386,353 ) — 5.38 — — Expired ( 1,507,019 ) — 4.20 — — Outstanding, June 30, 2023 17,519,367 4.73 $ 3.65 1,047 — Exercisable, June 30, 2023 11,633,165 2.98 $ 3.58 202 — Nonvested, June 30, 2023 5,886,199 8.22 $ 3.81 $ 845 — The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company’s closing stock price on June 30, 2023 and December 31, 2022, respectively, and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had they exercised their in-the-money options on June 30, 2023 and December 31, 2022, respectively. The total pre-tax intrinsic value (the difference between the market price of the Company’s common shares on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Exercised — $ 79 $ 551 $ 140 The fair value of the various stock options granted were estimated using the Black-Scholes option pricing model with the following assumptions: June 30, 2023 December 31, 2022 Volatility 80.04 % - 80.16 % 77.55 % - 77.89 % Risk-free interest rate 2.85 % - 3.21 % 1.63 % - 3.51 % Expected life (years) 10.01 9.62 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % Volatility was estimated by using the historical volatility of the Company's stock price. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on U.S. treasury bond issues with a remaining term approximately equal to the expected life of the options. Dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. The total estimated fair value of stock options that vested during the six months ended June 30, 2023 and 2022 was $ 5,563 and $ 9,140 , respectively. As of June 30, 2023, there was $ 23,572 of total unrecognized compensation cost related to unvested options. Restricted Share Units The following table summarizes the activities for the RSUs for th e three and six months ended June 30, 2023: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2022 415,640 13,050 N/A Granted 1,785,092 — — Vested ( 113,640 ) — — Forfeited ( 78,634 ) — — Outstanding, June 30, 2023 2,008,458 14,564 N/A As of June 30, 2023, there was $ 3,129 of total unrecognized com pensation cost related to unvested RSUs. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 15. Non-controlling interest Non-controlling interest consists mainly of the Company’s ownership minority interest in its New Jersey operations. On June 26, 2023, the Company reduced its non-controlling interest through a buy out of the minority interest in IHC Real Estate LP (Note 10). The following table s ummarizes the non-controlling interest activity for the six months ended June 30, 2023: June 30, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 3,415 ) ( 7,550 ) Transfer of minority interest ( 1,323 ) - Net income attributable to non-controlling interest 4,330 4,557 Ending carrying amount $ 1,966 $ 2,374 This transaction was accounted for as an equity transaction. The carrying amount of the non-controlling interest was adjusted by $ 1,323 to reflect the change in the net book value ownership interest. The difference from the consideration paid of $ 7,500 is recognized in additional paid in capital and attributed to the parent’s equity holders. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 16. Related parties Parties are related if one party has the ability to control or exercise significant influence over the other party in making financing and operating decisions. At June 30, 2023 amounts due to/from related parties consisted of: (a) Loans payable : During the year ended December 31, 2020, a small number of related persons, which consisted of key management of the Company, participated in the Ilera term loan (Note 9), which makes up $ 163 of the total loan principal balance at June 30, 2023 and December 31, 2022. (b) Private Placement: The Private Placement constitutes a related party transaction because related persons, which consisted of key management and directors of the Company participated in the transaction. The Company’s Executive Chairman, participated, directly and indirectly, in the equity offering and acquired 800,002 Units for gross proceeds of $ 1,200 . In total, the related persons acquired, in the aggregate, 2,000 Debentures and 825,734 Units in connection with the Private Placements for aggregate gross proceeds of $ 3,239 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income taxes The Company's effective tax rate was ( 101 %) and ( 148 %) for the three and six months ended June 30, 2023, respectively and 25 % and 128 % for the three and six months ended June 30, 2022, respectively. The effective tax rate for the three and six months ended June 30, 2023 differed from the federal statutory tax rate primarily due to the disallowed tax deductions for business expenses pursuant to Section 280E of the Internal Revenue Code of 1986, as amended (the "Code"), and a return to provision adjustment primarily related to the Company's New Jersey tax return filings. The effective tax rate for the three and six months ended June 30, 2022 differed from the federal statutory tax rate primarily due to the disallowed tax deductions for business expenses pursuant to Section 280E of the Code. The Company's effective tax rate can vary each reporting period depending on, among other factors, the geographic and business mix of the Company's earnings, changes to the valuation allowance, and permanently non-deductible expenses. Certain of these and other factors, including the Company's history and projections of pre-tax earnings, are considered in assessing the Company's ability to realize any deferred tax assets including net operating losses. |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2023 | |
General and Administrative Expense [Abstract] | |
General and administrative expenses | 18. General and administrative expenses The Company’s general and administrative expenses were as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Office and general $ 3,801 $ 5,821 7,805 9,101 Professional fees 5,103 3,373 8,476 6,093 Lease expense 1,294 1,099 2,538 2,345 Facility and maintenance 1,364 813 2,608 1,450 Salaries and wages 14,334 13,147 27,830 21,945 Share-based compensation 1,981 4,463 3,694 7,819 Sales and marketing 2,599 4,209 5,255 5,596 Total $ 30,476 $ 32,925 $ 58,206 $ 54,349 |
Revenue, Net
Revenue, Net | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, Net | 19. Revenue, net The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers was as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Retail $ 58,254 $ 47,979 $ 113,676 $ 73,697 Wholesale 13,870 15,981 27,846 38,848 Total $ 72,124 $ 63,960 $ 141,522 $ 112,545 , the Company did no t have any single customer that accounted for 10% or more of the Company’s revenue. As a result of the vape recall in Pennsylvania (refer to Note 5), the Company recorded sales returns of $ 1,040 during the six months ended June 30, 2022. |
Finance and Other Expenses
Finance and Other Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Finance And Other Expenses [Abstract] | |
Finance and Other Expenses | 20. Finance and other expenses The Company’s finance and other exp enses included the following: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest and accretion $ 7,965 $ 8,515 $ 15,840 $ 15,412 Indemnification asset release — 3,998 — 3,973 Employee retention credits transfer with recourse — — 2,235 — Other (income) expense 206 1,150 183 933 Total $ 8,171 $ 13,663 $ 18,258 $ 20,318 Refer to Note 4, for further explanation about employee retention credits transfer with recourse. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 21. Segment information Operating Segment The Company determines its operating segments according to how the business activities are managed and evaluated by the Company’s chief operating decision maker. The Company operates under one operating segment, being the cultivation, production and sale of cannabis products. Geography The Company has subsidiaries located in Canada and the United States. For each of the six months ended June 30, 2023 and 2022, net revenue was primarily generated from sales in the United States. As a result of the Reorganization (Note 3) the Company consolidates its retail location in Canada and generated net revenue of $ 290 for the three months and six months ended June 30, 2023. The Company had non-current assets by geography of: June 30, 2023 December 31, 2022 United States $ 614,277 $ 577,750 Canada 842 1,844 Total $ 615,119 $ 579,594 |
Capital Management
Capital Management | 6 Months Ended |
Jun. 30, 2023 | |
Capital Management [Abstract] | |
Capital Management | 22. Capital management The Company’s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to achieve this objective, the Company prepares a capital budget to manage its capital structure. The Company defines capital as borrowings, equity comprised of issued share capital, share-based payments, accumulated deficit, as well as funds borrowed from related parties. Since inception, the Company has primarily financed its liquidity needs through the issuance of share capital and debt. The equity issuances are outlined in Note 13, debt modification are outlined in Note 10, and debt financing are outline in Note 12. The Company is subject to financial covenants as a result of its loans payable with various lenders. The Company is in compliance with its debt covenants as of June 30, 2023. As a result of the Reorganization, the Company has agreed to implement certain equity and capital management restrictions to comply with the rules and policies of the TSX. As such, the Company has agreed to limitations on the utilization of any proceeds raised through the sale of Company equity, including restrictions on funding of its US operations with such proceeds. Additionally, the Company is prohibited from converting the exchangeable shares of TerrAscend Growth Corp. into common shares so long as the common shares are listed on the TSX or until the exchange of shares is permitted by TSX rules and policies. Until such time that the Company is permitted to convert its exchangeable shares for common shares, TerrAscend Growth Corp. may not issue dividends to the Company. |
Financial Instruments and Risk
Financial Instruments and Risk Management | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Risk Management | 23. Financial instruments and risk management Assets and liabilities measured at fair value Cash and cash equivalents, net accounts receivable, accounts payable and accrued liabilities, loans payable, convertible debentures, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities. The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At June 30, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 28,915 — — $ 26,158 — — Restricted cash 5,606 — — 605 — — Purchase option derivative asset — — — — — 50 Total Assets $ 34,521 — — $ 26,763 — $ 50 Liabilities Contingent consideration payable — $ 4,434 — — $ 5,184 — Derivative liability — 5,750 — — 711 — Total Liabilities — $ 10,184 — — $ 5,895 — There were no transfers between the levels of fair value hierarchy during the three and six months ended June 30, 2023. The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below: Level 1 Cash, cash equivalents, and restricted cash, 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 The following table summarizes the changes in the derivative liability for t he three and six months ended June 30, 2023: Balance at December 31, 2022 $ 711 Included in gain on fair value of warrants ( 703 ) Conversion Option issued in 2023 private placement 3,533 Detachable warrants issued in 2023 private placement 2,216 Effects of movements in foreign exchange ( 7 ) Balance at June 30, 2023 $ 5,750 Warrant liability and conversion option The Company's warrant liability consists of the warrant liability acquired through its Gage Acquisition ("Gage Warrant Liability"), a detachable warrant liability issued through the private placement (Note 13), and a conversion option related to the convertible debenture offering (Note 12). Series A, B, C, and D convertible preferred stock issued through its 2020 private placements have expired during the three and six months ended June 30, 2023. The Gage Warrant Liability has been remeasured to fair value. Key inputs and assumptions used in the Black-Scholes model were as follows: June 30, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 56.3 % 97.1 %- 98.4 % Annual risk-free rate 5.5 % 4.8 % Expected term (in years) 0.5 1.0 Detachable Warrants The fair value of the detachable warrants as a part of June 2023 private placement (Note 13) was estimated using the Black-Scholes option pricing model with the following assumptions: June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.65 -$ 1.81 Option exercise price $ 1.95 Annual volatility 71.0 %- 71.1 % Annual risk-free rate 4.58 %- 4.66 % Expected term (in years) 1.98 - 2.00 Bifurcated conversion options The conversion option issued as a part of the June 2023 private placement (Note 12) has been measured at fair value as of June 30, 2023. Key inputs and assumptions used in the Black-Scholes valuation were as follows: June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.65 -$ 1.81 Option exercise price $ 2.01 Annual volatility 68.2 %- 68.3 % Annual risk-free rate 4.13 %- 4.25 % Expected term (in years) 2.98 - 3.00 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 24. Commitments and contingencies In the ordinary course of business, the Company is involved in a number of lawsuits incidental to its business, including litigation related to intellectual property, employment, and commercial matters. Although it is difficult to predict the ultimate outcome of these cases, management believes that any ultimate liability would not have a material adverse effect on the Company's consolidated balance sheets or results of operations. At June 30, 2023 , there were no pending lawsuits that could reasonably be expected to have a material effect on the results of the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent events On July 4, 2023, the Company commenced trading of its common shares on TSX under the new ticker symbol “TSND”. Subsequently, the ticker symbol on the OTC market was also changed to “TSNDF” effective July 6, 2023. On July 10, 2023, the Company acquired Herbiculture Inc. (“Herbiculture”) a dispensary in Maryland. On July 28, 2023, subsequent to closing of the Stearns Loan, the Company met the criteria for $ 2,500 of $ 5,000 of restricted cash to be released. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation These unaudited interim condensed consolidated financial statements included herein (the “Consolidated Financial Statements”) of the Company and its subsidiaries were prepared in accordance with U.S. Generally Accepted Accounting Principles ("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, 2023 are not necessarily indicative of the operating results for the year ended December 31, 2023, or any other interim or future periods. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein. At June 30, 2023, TerrAscend had an accumulated deficit of $ 653,623 . During the three and six months ended June 30, 2023, TerrAscend incurred a net loss from continuing operations of $ 12,855 and $ 32,033 , respectively. Additionally, as of June 30, 2023 the Company’s current liabilities exceed its current assets. Therefore, the Company expects that it will need additional capital to continue to fund its operations. The aforementioned indicators raise substantial doubt about TerrAscend's ability to continue as a going concern for at least one year from the issuance of these financial statements. The Company believes this concern is mitigated by steps to improve its operations and cash position, including: (i) identifying access to future capital required to meet the Company’s on-going obligations, (ii) improved cashflow growth from the Company's consolidated operations, particularly in New Jersey and most recently Maryland with conversion to adult use sales, and (iii) various cost and efficiency improvements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2022 contained in the Company's 2022 Form 10-K. There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company’s audited consolidated financial statements for the year ended December 31, 2022 in the Company's 2022 Form 10-K other than the new estimate disclosed in Note 3 of the financial statements. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | June 30, 2023 December 31, 2022 Trade receivables $ 19,213 $ 14,786 Sales tax receivable 120 277 Other receivables 994 17,936 Expected credit losses ( 10,849 ) ( 10,556 ) Total receivables, net $ 9,478 $ 22,443 |
Schedule of Trade Receivables | June 30, 2023 December 31, 2022 Trade receivables $ 19,213 $ 14,786 Less: provision for sales returns and expected credit losses ( 10,849 ) ( 10,556 ) Total trade receivables, net $ 8,364 $ 4,230 Of which Current 7,393 4,045 31-90 days 1,108 614 Over 90 days 10,712 10,127 Less: provision for sales returns and expected credit losses ( 10,849 ) ( 10,556 ) Total trade receivables, net $ 8,364 $ 4,230 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Balances of Contingent Consideration | The balance of contingent consideration is as follows: State Flower Apothecarium Pinnacle Total Carrying amount, December 31, 2022 $ 1,406 $ 3,028 $ 750 $ 5,184 Payments of contingent consideration — — ( 750 ) ( 750 ) Carrying amount, June 30, 2023 $ 1,406 $ 3,028 — $ 4,434 Less: current portion ( 1,406 ) ( 3,028 ) — ( 4,434 ) Non-current contingent consideration — — — — |
AMMD | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table pre sents the fair value of assets acquired and liabilities assumed as of the January 27, 2023 acquisition date and allocation of the consideration to net assets acquired: Cash and cash equivalents $ 20 Inventory 303 Prepaid expense 4 Operating right of use asset 781 Fixed assets 416 Intangible asset 5,330 Goodwill 6,005 Accounts payable and accrued liabilities ( 135 ) Deferred tax liability ( 2,021 ) Corporate income taxes payable ( 291 ) Operating lease liability ( 781 ) Net assets acquired $ 9,631 Cash 10,000 Working capital adjustment ( 369 ) Total consideration $ 9,631 |
Peninsula | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 370 Prepaid expense 371 Operating right of use asset 1,168 Fixed assets 68 Intangible asset 21,800 Goodwill 683 Accounts payable and accrued liabilities ( 1,123 ) Loans payable ( 7,807 ) Operating lease liability ( 1,168 ) Net assets acquired $ 14,362 Cash 1,500 Common shares of TerrAscend 9,524 Loans payable 3,927 Working capital adjustment ( 589 ) Total consideration $ 14,362 |
Blue Ridge | |
Business Acquisition [Line Items] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired: Inventory $ 234 Prepaid expense 192 Operating right of use asset 2,325 Intangible asset 6,410 Goodwill 2,936 Deferred tax liability ( 2,653 ) Accounts payable and accrued liabilities ( 931 ) Operating lease liability ( 2,325 ) Net assets acquired $ 6,188 Cash 3,000 Loans payable 3,750 Working capital adjustment ( 562 ) Total consideration $ 6,188 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory, Net [Abstract] | |
Schedule of Inventory | The Company’s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company’s inventory is comprised of the following items: June 30, 2023 December 31, 2022 Raw materials $ 1,406 $ 1,181 Finished goods 20,691 15,280 Work in process 26,891 26,406 Accessories, supplies and consumables 5,027 3,468 $ 54,015 $ 46,335 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations | The major classes of assets and liabilities from discontinued operations included the following: June 30, 2023 December 31, 2022 Land — $ 734 Buildings & improvements — 16,529 Office furniture & equipment — 86 Total assets held for sale — $ 17,349 Prepaid expenses and other current assets 509 571 Current assets from discontinued operations $ 509 $ 571 Accounts payable and accrued liabilities $ 1,466 $ 3,747 Loans payable — 5,364 Current liabilities from discontinued operations $ 1,466 $ 9,111 The results of discontinued operations were as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue — $ 1,146 — $ 2,531 Excise and cultivation tax — ( 302 ) — ( 613 ) Revenue, net — 844 — 1,918 Cost of Sales — 1,802 — 3,360 Gross profit — ( 958 ) — ( 1,442 ) Operating expenses: General and administrative 455 1,056 756 2,184 Amortization and depreciation — 435 48 878 Impairment of property and equipment — — 3,064 — Total operating expenses 455 1,491 3,868 3,062 Loss from discontinued operations ( 455 ) ( 2,449 ) ( 3,868 ) ( 4,504 ) Other expense Finance and other expenses 166 248 344 449 Net loss from discontinued operations $ ( 621 ) $ ( 2,697 ) $ ( 4,212 ) $ ( 4,953 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of: June 30, 2023 December 31, 2022 Land $ 6,713 $ 6,512 Assets in process 26,181 28,416 Buildings & improvements 159,356 154,742 Machinery & equipment 33,337 30,973 Office furniture & equipment 8,727 7,576 Assets under finance leases 2,530 7,277 Total cost 236,844 235,496 Less: accumulated depreciation ( 27,849 ) ( 19,684 ) Property and equipment, net $ 208,995 $ 215,812 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: At June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,286 $ ( 817 ) $ 469 Licenses 208,384 ( 22,016 ) 186,368 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 280 ) - Total finite lived intangible assets 211,094 ( 24,257 ) 186,837 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 293,851 $ ( 24,257 ) $ 269,594 At December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite lived intangible assets Software $ 1,169 $ ( 569 ) $ 600 Licenses 178,929 ( 22,590 ) 156,339 Brand intangibles 1,144 ( 1,144 ) - Non-compete agreements 280 ( 272 ) 8 Total finite lived intangible assets 181,522 ( 24,575 ) 156,947 Indefinite lived intangible assets Brand intangibles 82,757 — 82,757 Total indefinite lived intangible assets 82,757 — 82,757 Intangible assets, net $ 264,279 $ ( 24,575 ) $ 239,704 |
Schedule of Estimated Future Amortization Expense for Finite Lived Intangible Assets | Estimated future amortization expense for finite lived intangible assets for the next five years is as follow s: Remainder of 2023 $ 4,501 2024 8,662 2025 8,396 2026 8,381 2027 8,301 |
Activity in Goodwill Balance | The following table summarizes the activity in the Company’s goodwill bala nce: Balance at December 31, 2022 $ 90,328 Acquisitions (see Note 5) 9,004 Measurement period adjustment 620 Balance at June 30, 2023 $ 99,952 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Ilera Term Loan Stearns Loan Gage Loans Pinnacle Loans Pelorus Term Loan Maryland Acquisition Loans Class A Share Gage Growth Corp IHC Note Payable Total Balance at December 31, 2022 $ 110,850 $ - $ 29,976 $ 9,333 $ 44,028 $ - $ - $ - $ 194,187 Loan principal, net of transaction costs 23,872 — — — 15,485 1,000 7,500 47,857 Loan amendment fee / Prepayment penalty ( 2,328 ) — — — — — — — ( 2,328 ) Interest and accretion 8,405 38 2,189 266 3,332 — — — 14,230 Principal and interest paid ( 40,469 ) — ( 3,132 ) ( 1,266 ) ( 3,251 ) — — ( 1,500 ) ( 49,618 ) Effects of movements in foreign exchange — — — — — — — — - Ending carrying amount at June 30, 2023 76,458 23,910 29,033 8,333 44,109 15,485 1,000 6,000 204,328 Less: current portion ( 3,461 ) ( 405 ) ( 3,214 ) ( 8,333 ) ( 551 ) ( 1,964 ) — ( 6,000 ) ( 23,928 ) Non-current loans payable $ 72,997 $ 23,505 $ 25,819 — $ 43,558 $ 13,521 $ 1,000 $ - $ 180,400 |
Summary of Stated maturities of Loans Payable | Stated maturities of loans payable over the next five years are as follows: June 30, 2023 Remainder of 2023 $ 13,845 2024 137,216 2025 8,466 2026 3,649 2027 43,219 Thereafter 2,264 Total principal payments $ 208,659 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the consolidated balance sheet were as follows: June 30, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 32,824 $ 29,451 Operating lease liability classified as current 1,911 1,857 Operating lease liability classified as non-current 35,207 31,545 Total operating lease liabilities $ 37,118 $ 33,402 Finance leases: Property and equipment, net $ 2,374 $ 6,673 Lease obligations under finance leases classified as current 275 521 Lease obligations under finance leases classified as non-current 2,139 6,713 Total finance lease obligations $ 2,414 $ 7,234 |
Summary of Other Information related to Operating Leases | Other information related to operating leases at June 30, 2023 and December 31, 2022 consisted of the following: June 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 12.9 12.8 Finance leases 0.7 6.8 Weighted-average discount rate Operating leases 11.04 % 10.69 % Finance leases 9.47 % 9.89 % |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases are as follows: June 30, 2023 December 31, 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 2,451 $ 5,053 Right-of-use assets obtained in exchange for operating lease obligations 3,764 3,097 Cash paid for amounts included in measurement of finance lease liabilities 254 220 Assets under finance leases obtained in exchange for finance lease obligations - 6,913 |
Summary of Undiscounted Lease Obligations | Undiscounted lease obligations are as follows: Operating Finance Total Remainder of 2023 4,326 96 $ 4,422 2024 6,054 2,130 8,184 2025 6,045 132 6,177 2026 5,570 134 5,704 2027 5,080 136 5,216 Thereafter 48,419 81 48,500 Total lease payments 75,494 2,709 78,203 Less: interest ( 38,376 ) ( 295 ) ( 38,671 ) Total lease liabilities $ 37,118 $ 2,414 $ 39,532 |
Summary of Expected Future Rental Income from Third-Party Leases under Operating Sublease Agreements | Under the terms of these operating sublease agreements, future rental income from such third-party leases is expected to be as follows: Remainder of 2023 $ 313 2024 551 2025 445 2026 262 2027 — Thereafter — Total rental payments $ 1,571 |
Schedule of Undiscounted Financing Obligations | Undiscounted financing obligations as of June 30, 2023 are as follows: Remainder of 2023 974 2024 1,940 2025 1,986 2026 2,032 2027 2,079 Thereafter 5,680 Total payments 14,691 Less: interest ( 3,077 ) Total financing obligations $ 11,614 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The following is a summary of the outstanding warrants for common shares: Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 23,240,330 728,715 $ 4.49 9.72 Expired ( 320,000 ) ( 320,000 ) 3.50 — Outstanding, June 30, 2023 22,920,330 408,715 $ 4.61 9.35 |
Common Stock | Gage Growth Corp | |
Class Of Stock [Line Items] | |
Summary of Outstanding Warrants | The Gage Acquisition also included warrant liabilities that are exchangeable into common shares. Number of Common Share Warrants Outstanding Number of Common Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 7,129,517 7,129,517 $ 8.66 0.99 Granted 3,590,334 — $ 1.95 1.98 Exercised — — — — Outstanding, June 30, 2023 10,719,851 7,129,517 $ 6.41 0.99 |
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, 2023 . Each warrant is exercisable into one preferred share: Number of Preferred Share Warrants Outstanding Number of Preferred Share Warrants Exercisable Weighted Average Exercise Price $ Weighted Average Remaining Life (years) Outstanding, December 31, 2022 15,106 15,106 $ 3,000 0.39 Expired ( 15,106 ) ( 15,106 ) 3,000 — Outstanding, June 30, 2023 - - $ - - |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Stock options $ 1,437 $ 3,500 $ 2,697 $ 6,090 Restricted share units $ 544 $ 963 997 1,729 Total share-based payments $ 1,981 $ 4,463 $ 3,694 $ 7,819 |
Summary of Stock Option Activity | The following table s ummarizes the stock option activity for the six months ended June 30, 2023: Number of Stock Options Weighted average remaining contractual life (in years) Weighted Average Exercise Price (per share) $ Aggregate intrinsic value Weighted average fair value of nonvested options (per share) $ Outstanding, December 31, 2022 20,111,246 4.86 $ 3.63 $ 320 N/A Granted 706,627 — 1.75 — — Exercised ( 405,134 ) — 0.19 — — Forfeited ( 1,386,353 ) — 5.38 — — Expired ( 1,507,019 ) — 4.20 — — Outstanding, June 30, 2023 17,519,367 4.73 $ 3.65 1,047 — Exercisable, June 30, 2023 11,633,165 2.98 $ 3.58 202 — Nonvested, June 30, 2023 5,886,199 8.22 $ 3.81 $ 845 — The total pre-tax intrinsic value (the difference between the market price of the Company’s common shares on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Exercised — $ 79 $ 551 $ 140 |
Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options | The fair value of the various stock options granted were estimated using the Black-Scholes option pricing model with the following assumptions: June 30, 2023 December 31, 2022 Volatility 80.04 % - 80.16 % 77.55 % - 77.89 % Risk-free interest rate 2.85 % - 3.21 % 1.63 % - 3.51 % Expected life (years) 10.01 9.62 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % |
Summary of Activities for Unvested RSUs | The following table summarizes the activities for the RSUs for th e three and six months ended June 30, 2023: Number of RSUs Number of RSUs vested Weighted average remaining contractual life (in years) Outstanding, December 31, 2022 415,640 13,050 N/A Granted 1,785,092 — — Vested ( 113,640 ) — — Forfeited ( 78,634 ) — — Outstanding, June 30, 2023 2,008,458 14,564 N/A |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership in Minority Interest | The following table s ummarizes the non-controlling interest activity for the six months ended June 30, 2023: June 30, 2023 December 31, 2022 Opening carrying amount $ 2,374 $ 5,367 Capital distributions ( 3,415 ) ( 7,550 ) Transfer of minority interest ( 1,323 ) - Net income attributable to non-controlling interest 4,330 4,557 Ending carrying amount $ 1,966 $ 2,374 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
General and Administrative Expense [Abstract] | |
Summary of General and Administrative Expenses | The Company’s general and administrative expenses were as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Office and general $ 3,801 $ 5,821 7,805 9,101 Professional fees 5,103 3,373 8,476 6,093 Lease expense 1,294 1,099 2,538 2,345 Facility and maintenance 1,364 813 2,608 1,450 Salaries and wages 14,334 13,147 27,830 21,945 Share-based compensation 1,981 4,463 3,694 7,819 Sales and marketing 2,599 4,209 5,255 5,596 Total $ 30,476 $ 32,925 $ 58,206 $ 54,349 |
Revenue, Net (Tables)
Revenue, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue | The Company’s disaggregated net revenue by source, primarily due to the Company’s contracts with its external customers was as follows: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Retail $ 58,254 $ 47,979 $ 113,676 $ 73,697 Wholesale 13,870 15,981 27,846 38,848 Total $ 72,124 $ 63,960 $ 141,522 $ 112,545 |
Finance and Other Expenses (Tab
Finance and Other Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Finance And Other Expenses [Abstract] | |
Schedule of Finance and Other Expenses | The Company’s finance and other exp enses included the following: For the Three Months Ended For the Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest and accretion $ 7,965 $ 8,515 $ 15,840 $ 15,412 Indemnification asset release — 3,998 — 3,973 Employee retention credits transfer with recourse — — 2,235 — Other (income) expense 206 1,150 183 933 Total $ 8,171 $ 13,663 $ 18,258 $ 20,318 Refer to Note 4, for further explanation about employee retention credits transfer with recourse. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information by Geographical Areas | The Company had non-current assets by geography of: June 30, 2023 December 31, 2022 United States $ 614,277 $ 577,750 Canada 842 1,844 Total $ 615,119 $ 579,594 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Financial Instruments Measured at Fair Value | The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis: At June 30, 2023 At December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 28,915 — — $ 26,158 — — Restricted cash 5,606 — — 605 — — Purchase option derivative asset — — — — — 50 Total Assets $ 34,521 — — $ 26,763 — $ 50 Liabilities Contingent consideration payable — $ 4,434 — — $ 5,184 — Derivative liability — 5,750 — — 711 — Total Liabilities — $ 10,184 — — $ 5,895 — |
Summary of Changes in Derivative Liability | The following table summarizes the changes in the derivative liability for t he three and six months ended June 30, 2023: Balance at December 31, 2022 $ 711 Included in gain on fair value of warrants ( 703 ) Conversion Option issued in 2023 private placement 3,533 Detachable warrants issued in 2023 private placement 2,216 Effects of movements in foreign exchange ( 7 ) Balance at June 30, 2023 $ 5,750 |
Key Inputs and Assumptions Used in Black Scholes Simulation Valuation Model | The fair value of the various stock options granted were estimated using the Black-Scholes option pricing model with the following assumptions: June 30, 2023 December 31, 2022 Volatility 80.04 % - 80.16 % 77.55 % - 77.89 % Risk-free interest rate 2.85 % - 3.21 % 1.63 % - 3.51 % Expected life (years) 10.01 9.62 - 10.01 Dividend yield 0.00 % 0.00 % Forfeiture rate 26.11 % 26.11 % |
Gage warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary Of Warrant Liability Measured At Fair Value | The Gage Warrant Liability has been remeasured to fair value. Key inputs and assumptions used in the Black-Scholes model were as follows: June 30, 2023 December 31, 2022 Common Stock Price of TerrAscend Corp. $ 1.52 $ 1.13 Warrant exercise price $ 8.66 $ 8.66 Annual volatility 56.3 % 97.1 %- 98.4 % Annual risk-free rate 5.5 % 4.8 % Expected term (in years) 0.5 1.0 |
Detachable Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary Of Warrant Liability Measured At Fair Value | The fair value of the detachable warrants as a part of June 2023 private placement (Note 13) was estimated using the Black-Scholes option pricing model with the following assumptions: June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.65 -$ 1.81 Option exercise price $ 1.95 Annual volatility 71.0 %- 71.1 % Annual risk-free rate 4.58 %- 4.66 % Expected term (in years) 1.98 - 2.00 |
Bifurcated Conversion Options | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key Inputs and Assumptions Used in Black Scholes Simulation Valuation Model | The conversion option issued as a part of the June 2023 private placement (Note 12) has been measured at fair value as of June 30, 2023. Key inputs and assumptions used in the Black-Scholes valuation were as follows: June 30, 2023 Common Stock Price of TerrAscend Corp. $ 1.65 -$ 1.81 Option exercise price $ 2.01 Annual volatility 68.2 %- 68.3 % Annual risk-free rate 4.13 %- 4.25 % Expected term (in years) 2.98 - 3.00 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Entity date of incorporation | Mar. 07, 2017 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Accumulated deficit | $ (653,623) | $ (653,623) | $ (618,260) | ||
Net (loss) income from continuing operations | $ (12,855) | $ 16,859 | $ (32,033) | $ 3,109 |
Consolidation - Additional Info
Consolidation - Additional Information (Details) shares in Thousands | Jun. 30, 2023 shares |
Terr Ascend Growth Corp [Member] | Class A shares | |
Noncontrolling Interest [Line Items] | |
Shares issued | 1,000 |
Terr Ascend Growth Corp [Member] | Class B shares | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 100% |
Toronto Stock Exchange [Member] | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 95% |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 19,213 | $ 14,786 |
Sales tax receivable | 120 | 277 |
Other receivables | 994 | 17,936 |
Expected credit losses | (10,849) | (10,556) |
Total receivables, net | $ 9,478 | $ 22,443 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) Customer | Dec. 31, 2022 USD ($) | |
Receivables [Abstract] | ||||
ERC for qualified wages | $ 14,903 | |||
Amount received pursuant to financing agreement | $ 12,667 | |||
Proceeds from employee retention credit financing agreement | $ 10,059 | |||
Factoring interests | $ 14,903 | |||
Number of customers agreed to payment plan over 90 days | Customer | 1 | |||
Employee retension credits transfer fee as percentage of claim | 15% | |||
Percentage of repay of funds received plus interest accrued | 10% |
Accounts Receivable, net - Sc_2
Accounts Receivable, net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade receivables | $ 19,213 | $ 14,786 |
Less: provision for sales returns and expected credit losses | (10,849) | (10,556) |
Total trade receivables, net | 8,364 | 4,230 |
Current | 7,393 | 4,045 |
31-90 days | 1,108 | 614 |
Over 90 days | $ 10,712 | $ 10,127 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 28, 2023 | Jan. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Common stock, par value | ||||||||
Total consideration in cash | $ 750 | |||||||
AMMD | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired | 100% | |||||||
Total consideration | $ 9,631 | |||||||
Total consideration in cash | 10,000 | |||||||
Working capital adjustment | 369 | |||||||
Repayments of indebtedness | 160 | |||||||
Transaction expenses on behalf of seller | $ 29 | |||||||
Definite-lived intangible assets amortized period | 30 years | |||||||
Transaction cost recognized during period | 36 | $ 99 | ||||||
Sales estimate | 3,736 | |||||||
Net income estimates | 1,141 | |||||||
Actual Sales | 3,057 | |||||||
Net income | $ 897 | |||||||
Decrease in intangible assets | $ 620 | |||||||
Transaction costs | $ 191 | |||||||
Pinnacle | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of common stock issued | 471,681 | |||||||
Total consideration in cash | $ 750 | |||||||
Peninsula | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired | 100% | |||||||
Total consideration | $ 14,362 | |||||||
Number of common stock issued | 5,442,282 | |||||||
Value of common stock shares issued | $ 9,524 | |||||||
Total consideration in cash | 1,500 | |||||||
Promissory notes | 3,927 | |||||||
Working capital adjustment | 589 | |||||||
Financing obligations assumed | $ 7,698 | |||||||
Transaction date | 24 months | |||||||
Interest rate | 7.25% | |||||||
Debt instrument maturity date | Jun. 28, 2026 | |||||||
Repayments of indebtedness | $ 290 | |||||||
Transaction expenses on behalf of seller | $ 33 | |||||||
Definite-lived intangible assets amortized period | 30 years | |||||||
Transaction cost recognized during period | 445 | |||||||
Sales estimate | 6,987 | |||||||
Net income estimates | 1,168 | |||||||
Actual Sales | 200 | |||||||
Net income | $ 129 | |||||||
Blue Ridge | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest acquired | 100% | 100% | 100% | 100% | ||||
Total consideration | $ 6,188 | $ 6,188 | ||||||
Total consideration in cash | 3,000 | |||||||
Promissory notes | 3,750 | $ 3,750 | ||||||
Working capital adjustment | $ 562 | $ 562 | $ 562 | $ 562 | ||||
Interest rate | 7% | 7% | 7% | 7% | ||||
Debt instrument maturity date | Jun. 30, 2027 | Jun. 30, 2027 | ||||||
Repayments of indebtedness | $ 707 | |||||||
Transaction expenses on behalf of seller | $ 281 | $ 281 | $ 281 | $ 281 | ||||
Definite-lived intangible assets amortized period | 30 years | 30 years | 30 years | 30 years | ||||
Transaction cost recognized during period | $ 163 | |||||||
Sales estimate | 2,018 | |||||||
Net income estimates | 383 | |||||||
Actual Sales | 21 | |||||||
Net income | $ 84 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jun. 30, 2023 | Jun. 28, 2023 | Jan. 27, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 99,952 | $ 99,952 | $ 90,328 | ||
AMMD | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 20 | ||||
Inventory | 303 | ||||
Prepaid expenses | 4 | ||||
Operating right of use asset | 781 | ||||
Fixed assets | 416 | ||||
Intangible assets | 5,330 | ||||
Goodwill | 6,005 | ||||
Accounts payable and accrued liabilities | (135) | ||||
Deferred tax liability | (2,021) | ||||
Corporate income taxes payable | (291) | ||||
Operating lease liability | (781) | ||||
Net assets acquired | 9,631 | ||||
Cash | 10,000 | ||||
Working capital adjustment | (369) | ||||
Total consideration | $ 9,631 | ||||
Peninsula | |||||
Business Acquisition [Line Items] | |||||
Inventory | $ 370 | ||||
Prepaid expenses | 371 | ||||
Operating right of use asset | 1,168 | ||||
Fixed assets | 68 | ||||
Intangible assets | 21,800 | ||||
Goodwill | 683 | ||||
Accounts payable and accrued liabilities | (1,123) | ||||
Loans payable | (7,807) | ||||
Operating lease liability | (1,168) | ||||
Net assets acquired | 14,362 | ||||
Cash | 1,500 | ||||
Common shares of TerrAscend | 9,524 | ||||
Loans payable | 3,927 | ||||
Working capital adjustment | (589) | ||||
Total consideration | $ 14,362 | ||||
Blue Ridge | |||||
Business Acquisition [Line Items] | |||||
Inventory | 234 | 234 | |||
Prepaid expenses | 192 | 192 | |||
Operating right of use asset | 2,325 | 2,325 | |||
Intangible assets | 6,410 | 6,410 | |||
Goodwill | 2,936 | 2,936 | |||
Accounts payable and accrued liabilities | (931) | (931) | |||
Deferred tax liability | (2,653) | (2,653) | |||
Operating lease liability | (2,325) | (2,325) | |||
Net assets acquired | 6,188 | 6,188 | |||
Cash | 3,000 | 3,000 | |||
Loans payable | 3,750 | 3,750 | |||
Working capital adjustment | (562) | (562) | |||
Total consideration | $ 6,188 | $ 6,188 |
Acquisitions - Schedule of Bala
Acquisitions - Schedule of Balances of Contingent Consideration (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | $ 5,184 | |
Payments of contingent consideration | (750) | |
Carrying amount, Ending balance | 4,434 | |
Less: current portion | (4,434) | $ (5,184) |
State Flower | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 1,406 | |
Carrying amount, Ending balance | 1,406 | |
Less: current portion | (1,406) | |
Apothecarium | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 3,028 | |
Carrying amount, Ending balance | 3,028 | |
Less: current portion | (3,028) | |
Pinnacle | ||
Asset Acquisition Contingent Consideration [Line Items] | ||
Carrying amount, Beginning balance | 750 | |
Payments of contingent consideration | $ (750) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,406 | $ 1,181 |
Finished goods | 20,691 | 15,280 |
Work in process | 26,891 | 26,406 |
Accessories, supplies and consumables | 5,027 | 3,468 |
Inventory, Net | $ 54,015 | $ 46,335 |
Inventory - Additional Informat
Inventory - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Feb. 04, 2022 Product | |
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 1,081 | $ 8,495 | ||
Inventory Deemed Unsaleable | ||||
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 6,351 | 6,570 | ||
Packaging Inventory | ||||
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 1,081 | |||
Pennsylvania | ||||
Inventory [Line Items] | ||||
Non-cash write downs of inventory | $ 1,071 | $ 1,925 | ||
Number of vape products recalled | Product | 500 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Major Classes of Assets and Liabilities and Results from Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets from discontinued operations | $ 509 | $ 571 |
Current liabilities from discontinued operations | 1,466 | 9,111 |
Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets held for sale | 17,349 | |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Prepaid expenses and other current assets | 509 | 571 |
Current assets from discontinued operations | 509 | 571 |
Accounts payable and accrued liabilities | 1,466 | 3,747 |
Loans payable | 5,364 | |
Current liabilities from discontinued operations | $ 1,466 | 9,111 |
Land | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | 734 | |
Buildings and Improvements | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | 16,529 | |
Office furniture & equipment | Held for Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property, Plant and Equipment | $ 86 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other expense | ||||
Net loss from discontinued operations | $ (621) | $ (2,697) | $ (4,212) | $ (4,953) |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 1,146 | 2,531 | ||
Excise and cultivation tax | (302) | (613) | ||
Revenue, net | 844 | 1,918 | ||
Cost of Sales | 1,802 | 3,360 | ||
Gross profit | (958) | (1,442) | ||
Operating expenses: | ||||
General and administrative | 455 | 1,056 | 756 | 2,184 |
Amortization and depreciation | 435 | 48 | 878 | |
Impairment of property and equipment | 3,064 | |||
Total operating expenses | 455 | 1,491 | 3,868 | 3,062 |
Loss from discontinued operations | (455) | (2,449) | (3,868) | (4,504) |
Other expense | ||||
Finance and other expenses | 166 | 248 | 344 | 449 |
Net loss from discontinued operations | $ (621) | $ (2,697) | $ (4,212) | $ (4,953) |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands, $ in Thousands | Jun. 30, 2023 ft² | May 23, 2023 CAD ($) | May 23, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Facility held for sale | 67,300 | ||
Facility sold | $ 19,700 | $ 14,285 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total cost | $ 236,844 | $ 235,496 |
Less: accumulated depreciation | (27,849) | (19,684) |
Property and equipment, net | 208,995 | 215,812 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 6,713 | 6,512 |
Assets in Process | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 26,181 | 28,416 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 159,356 | 154,742 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 33,337 | 30,973 |
Office Furniture & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total cost | 8,727 | 7,576 |
Assets under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total cost | $ 2,530 | $ 7,277 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Property and equipment, capitalized borrowing costs | $ 0 | $ 0 | |||
Depreciation expense | $ 3,395,000 | $ 3,027,000 | 6,652,000 | $ 4,684,000 | |
Cost of Sales | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 2,023,000 | $ 1,670,000 | $ 4,040,000 | $ 3,171,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | $ 211,094 | $ 181,522 |
Finite lived intangible assets, Accumulated Amortization | (24,257) | (24,575) |
Finite lived intangible assets, Net Carrying Amount | 186,837 | 156,947 |
Indefinite lived intangible assets, Net Carrying Amount | 82,757 | 82,757 |
Intangible assets net, Gross Carrying Amount | 293,851 | 264,279 |
Intangible assets net, Accumulated Amortization | (24,257) | (24,575) |
Intangible assets, net | 269,594 | 239,704 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Indefinite lived intangible assets, Net Carrying Amount | 82,757 | 82,757 |
Software | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,286 | 1,169 |
Finite lived intangible assets, Accumulated Amortization | (817) | (569) |
Finite lived intangible assets, Net Carrying Amount | 469 | 600 |
Licenses | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 208,384 | 178,929 |
Finite lived intangible assets, Accumulated Amortization | (22,016) | (22,590) |
Finite lived intangible assets, Net Carrying Amount | 186,368 | 156,339 |
Brand Intangibles | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 1,144 | 1,144 |
Finite lived intangible assets, Accumulated Amortization | (1,144) | (1,144) |
Non-Compete Agreements | ||
Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 280 | 280 |
Finite lived intangible assets, Accumulated Amortization | $ (280) | (272) |
Finite lived intangible assets, Net Carrying Amount | $ 8 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,595 | $ 3,871 | $ 3,109 | $ 6,333 |
Number of reportable segment | Segment | 1 | |||
Cost of Sales | ||||
Intangible Assets [Line Items] | ||||
Amortization expense | $ 725 | $ 2,345 | $ 1,450 | $ 3,076 |
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, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 4,501 |
2024 | 8,662 |
2025 | 8,396 |
2026 | 8,381 |
2027 | $ 8,301 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Activity in Goodwill Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at December 31, 2022 | $ 90,328 |
Acquisitions (see Note 5) | 9,004 |
Measurement period adjustment (see Note 4) | 620 |
Balance at June 30, 2023 | $ 99,952 |
Loans Payable - Schedule of Loa
Loans Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | $ 194,187 | |
Loan principal, net of transaction costs | 47,857 | |
Loan amendment fee / Prepayment penalty | (2,328) | |
Interest and accretion | 14,230 | |
Principal and interest paid | (49,618) | |
Ending carrying amount at June 30, 2023 | 204,328 | |
Less: current portion | (23,928) | $ (48,335) |
Non-current loans payable | 180,400 | $ 145,852 |
Maryland Acquisition Loans | ||
Debt Instrument [Line Items] | ||
Loan principal, net of transaction costs | 15,485 | |
Ending carrying amount at June 30, 2023 | 15,485 | |
Less: current portion | (1,964) | |
Non-current loans payable | 13,521 | |
Ilera Term Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 110,850 | |
Loan amendment fee / Prepayment penalty | (2,328) | |
Interest and accretion | 8,405 | |
Principal and interest paid | (40,469) | |
Ending carrying amount at June 30, 2023 | 76,458 | |
Less: current portion | (3,461) | |
Non-current loans payable | 72,997 | |
Stearns Loan | ||
Debt Instrument [Line Items] | ||
Loan principal, net of transaction costs | 23,872 | |
Interest and accretion | 38 | |
Ending carrying amount at June 30, 2023 | 23,910 | |
Less: current portion | (405) | |
Non-current loans payable | 23,505 | |
Gage Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 29,976 | |
Interest and accretion | 2,189 | |
Principal and interest paid | (3,132) | |
Ending carrying amount at June 30, 2023 | 29,033 | |
Less: current portion | (3,214) | |
Non-current loans payable | 25,819 | |
Pinnacle Loans | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 9,333 | |
Interest and accretion | 266 | |
Principal and interest paid | (1,266) | |
Ending carrying amount at June 30, 2023 | 8,333 | |
Less: current portion | (8,333) | |
Pelorus Term Loan | ||
Debt Instrument [Line Items] | ||
Balance at December 31, 2022 | 44,028 | |
Interest and accretion | 3,332 | |
Principal and interest paid | (3,251) | |
Ending carrying amount at June 30, 2023 | 44,109 | |
Less: current portion | (551) | |
Non-current loans payable | 43,558 | |
Class A Share Gage Growth Corp | ||
Debt Instrument [Line Items] | ||
Loan principal, net of transaction costs | 1,000 | |
Ending carrying amount at June 30, 2023 | 1,000 | |
Non-current loans payable | 1,000 | |
IHC Note Payable | ||
Debt Instrument [Line Items] | ||
Loan principal, net of transaction costs | 7,500 | |
Principal and interest paid | (1,500) | |
Ending carrying amount at June 30, 2023 | 6,000 | |
Less: current portion | $ (6,000) |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 28, 2023 USD ($) | Jun. 26, 2023 USD ($) | Jun. 30, 2023 USD ($) PromissoryNotes shares | Jun. 30, 2023 USD ($) PromissoryNotes shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) PromissoryNotes shares | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Total interest paid on all loan payables | $ 6,803 | $ 6,370 | $ 9,259 | $ 14,406 | |||
Principal and interest payable | $ 49,618 | ||||||
Peninsula | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.25% | ||||||
Financing obligations assumed | $ 7,698 | ||||||
Promissory notes | $ 3,927 | ||||||
Debt instrument maturity date | Jun. 28, 2026 | ||||||
Blue Ridge | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7% | 7% | 7% | ||||
Interest rate, frequency of periodic payment | four quarterly installments of accrued interest commencing on September 30, 2023 and twelve equal quarterly installments of principal and accrued interest commencing on September 30, 2024. The remaining amount of the principal and accrued interest is due on June 30, 2027, the maturity date. | ||||||
Promissory notes | $ 3,750 | $ 3,750 | |||||
Debt instrument maturity date | Jun. 30, 2027 | Jun. 30, 2027 | |||||
Terr Ascend Growth Corp [Member] | Class A shares | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued | shares | 1,000 | 1,000 | 1,000 | ||||
Precentage of guaranteed annual dividend | 20% | 20% | 20% | ||||
Subcription Amount Percentage | 40% | ||||||
Promissory note 8.25% | Peninsula | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 8.25% | ||||||
Financing obligations assumed | $ 7,698 | ||||||
Interest rate, frequency of periodic payment | monthly | ||||||
Principal and interest payable | $ 157 | ||||||
Monthly payments beginning date | Jul. 28, 2023 | ||||||
Debt instrument maturity date | Jun. 28, 2025 | ||||||
Promissory note 7.25% | Peninsula | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 7.25% | ||||||
Interest rate, frequency of periodic payment | twelve quarterly | ||||||
Mandatory prepayment percentage | 50% | ||||||
Promissory notes | $ 3,927 | ||||||
Debt instrument maturity date | Jun. 28, 2026 | ||||||
Stearns Loan | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 25,000 | ||||||
Debt instrument maturity date | Dec. 26, 2024 | ||||||
Deposit in restricted account | $ 2,500 | ||||||
Stearns Loan | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 2.25% | ||||||
Pinnacle Loans | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 10,000 | $ 10,000 | $ 10,000 | ||||
Interest rate | 6% | 6% | 6% | ||||
Number of Promissory Notes | PromissoryNotes | 2 | 2 | 2 | ||||
IHC Real Estate LP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 15% | ||||||
Notes payable | $ 7,500 | ||||||
Payment of notes | $ 1,500 | ||||||
Debt instrument maturity date | Jan. 15, 2024 |
Loans payable - Summary of Stat
Loans payable - Summary of Stated maturities of Loans Payable (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 13,845 |
2024 | 137,216 |
2025 | 8,466 |
2026 | 3,649 |
2027 | 43,219 |
Thereafter | 2,264 |
Long-term Debt, Total | $ 208,659 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) Property | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Leases Property | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Leases | |
Lessee Lease Description [Line Items] | |||||
Number of finance lease | Leases | 2 | 3 | |||
Operating lease expense | $ 1,254 | $ 1,173 | $ 2,451 | $ 2,355 | |
Financing obligations | 11,614 | 11,614 | |||
Financing obligations noncurrent | $ 10,754 | $ 10,754 | $ 11,198 | ||
Gage Growth Corp | |||||
Lessee Lease Description [Line Items] | |||||
Sales-leaseback transactions number of properties | Property | 6 | 6 | |||
Financing obligations | $ 11,614 | $ 11,614 | |||
Financing obligations current | 860 | 860 | |||
Financing obligations noncurrent | $ 10,754 | $ 10,754 | |||
Financing obligations weighted average term | 7 years 2 months 12 days | 7 years 2 months 12 days | |||
Financing obligations weighted average discount rate | 9.60% | 9.60% | |||
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, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 32,824 | $ 29,451 |
Operating lease liability classified as current | 1,911 | 1,857 |
Operating lease liability classified as non-current | 35,207 | 31,545 |
Total operating lease liabilities | 37,118 | 33,402 |
Finance leases: | ||
Property and equipment, net | $ 2,374 | $ 6,673 |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Property and equipment, net | Property and equipment, net |
Lease obligations under finance leases classified as current | $ 275 | $ 521 |
Lease obligations under finance leases classified as non-current | 2,139 | 6,713 |
Total finance lease obligations | $ 2,414 | $ 7,234 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term (years) | ||
Operating leases | 12 years 10 months 24 days | 12 years 9 months 18 days |
Finance leases | 8 months 12 days | 6 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 11.04% | 10.69% |
Finance leases | 9.47% | 9.89% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 2,451 | $ 5,053 |
Right-of-use assets obtained in exchange for lease obligations | 3,764 | 3,097 |
Cash paid for amounts included in measurement of finance lease liabilities | $ 254 | 220 |
Assets under finance leases obtained in exchange for finance lease obligations | $ 6,913 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Lease Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating, Remainder of 2023 | $ 4,326 | |
Operating, 2024 | 6,054 | |
Operating, 2025 | 6,045 | |
Operating, 2026 | 5,570 | |
Operating, 2027 | 5,080 | |
Operating, Thereafter | 48,419 | |
Operating, Total lease payments | 75,494 | |
Operating, Less: interest | (38,376) | |
Operating, Total lease liabilities | 37,118 | $ 33,402 |
Finance, Remainder of 2023 | 96 | |
Finance, 2024 | 2,130 | |
Finance, 2025 | 132 | |
Finance, 2026 | 134 | |
Finance, 2027 | 136 | |
Finance, Thereafter | 81 | |
Finance, Total lease payments | 2,709 | |
Finance, Less: interest | (295) | |
Finance, Total lease liabilities | 2,414 | $ 7,234 |
Remainder of 2023 | 4,422 | |
2024 | 8,184 | |
2025 | 6,177 | |
2026 | 5,704 | |
2027 | 5,216 | |
Thereafter | 48,500 | |
Total lease payments | 78,203 | |
Less: interest | (38,671) | |
Total lease liabilities | $ 39,532 |
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, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 313 |
2024 | 551 |
2025 | 445 |
2026 | 262 |
Total rental payments | $ 1,571 |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Financing Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 974 |
2024 | 1,940 |
2025 | 1,986 |
2026 | 2,032 |
2027 | 2,079 |
Thereafter | 5,680 |
Total payments | 14,691 |
Less: interest | (3,077) |
Total financing obligations | $ 11,614 |
Convertible Debt - Additional I
Convertible Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 28, 2023 | Jun. 23, 2023 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | ||||
Proceeds allocated to conversion option based on fair value | $ 3,533 | |||
Convertible debt at fair value | $ 6,572 | 6,572 | ||
Senior Unsecured Convertible Debenture | ||||
Short-Term Debt [Line Items] | ||||
Aggregate principal amount | $ 10,105 | $ 10,105 | $ 10,105 | $ 10,105 |
Conversion price per debenture | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Gross proceeds from convertible debenture | $ 10,105 | $ 10,105 | $ 10,105 | |
Debenture due period | 36 months | |||
Debenture interest rate | 9.90% | 9.90% | ||
Interest rate, frequency of periodic payment | semi-annual | |||
Senior Unsecured Convertible Debenture | Common Shares | ||||
Short-Term Debt [Line Items] | ||||
Conversion price per debenture | $ 2.01 | $ 2.01 | ||
Senior Unsecured Convertible Debenture | Maximum | ||||
Short-Term Debt [Line Items] | ||||
Debenture interest rate | 4.95% | 4.95% |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Outstanding Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 23,240,330 | |
Number of Warrants Outstanding, Expired | (320,000) | |
Number of Warrants Outstanding, Ending balance | 22,920,330 | |
Number of Warrants Exercisable | 728,715 | |
Number of Warrants Exercisable | (320,000) | |
Number of Warrants Exercisable | 408,715 | |
Weighted Average Exercise Price | $ 4.49 | |
Weighted Average Exercise Price | 3.5 | |
Weighted Average Exercise Price | $ 4.61 | |
Weighted Average Remaining Life (years) | 9 years 4 months 6 days | 9 years 8 months 19 days |
Common Stock | Gage Growth Corp | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 7,129,517 | |
Number of Warrants Outstanding, Granted | 3,590,334 | |
Number of Warrants Outstanding, Ending balance | 10,719,851 | |
Number of Warrants Exercisable | 7,129,517 | |
Number of Warrants Exercisable | 7,129,517 | |
Weighted Average Exercise Price | $ 8.66 | |
Weighted Average Exercise Price | 1.95 | |
Weighted Average Exercise Price | $ 6.41 | |
Weighted Average Remaining Life (years), Granted | 1 year 11 months 23 days | |
Weighted Average Remaining Life (years) | 11 months 26 days | 11 months 26 days |
Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants Outstanding, Beginning balance | 15,106 | |
Number of Warrants Outstanding, Expired | (15,106) | |
Number of Warrants Exercisable | 15,106 | |
Number of Warrants Exercisable | (15,106) | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Exercise Price | $ 3,000 | |
Weighted Average Remaining Life (years) | 4 months 20 days |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 28, 2023 | Jun. 23, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Class Of Stock [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 19,218 | |||
Warrants and Rights Description | Each unit is comprised of one common share of the Company and one-half warrant to purchase one common share. Each warrant entitles the holder to acquire one common share at a price of $1.95 per common share for a period of 24 months following the date of issuance. | |||
Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Number of common shares called by each warrant | 1 | |||
Private Placement Warrant | ||||
Class Of Stock [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 9,871 | $ 9,871 | $ 9,871 | |
Warrant exercise price | $ 1.95 | |||
Stock price per share | $ 1.5 | $ 1.5 | $ 1.5 | |
Detachable Warrant | ||||
Class Of Stock [Line Items] | ||||
Warrant fair value | $ 2,216 | |||
Warrants residual value | $ 7,655 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 1,981 | $ 4,463 | $ 3,694 | $ 7,819 |
Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 1,437 | 3,500 | 2,697 | 6,090 |
Restricted Share Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 544 | $ 963 | $ 997 | $ 1,729 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Stock Options, Outstanding at beginning of period | 20,111,246 | |
Number of Stock Options, Granted | 706,627 | |
Number of Stock Options, Exercised | (405,134) | |
Number of Stock Options, Forfeited | (1,386,353) | |
Number of Stock Options, Expired | (1,507,019) | |
Number of Stock Options, Outstanding at end of period | 17,519,367 | 20,111,246 |
Number of Stock Options, Exercisable at June 30, 2023 | 11,633,165 | |
Number of Stock Options, Nonvested at June 30, 2023 | 5,886,199 | |
Weighted average remaining contractual life (in years), Outstanding | 4 years 8 months 23 days | 4 years 10 months 9 days |
Weighted average remaining contractual life (in years), Exercisable | 2 years 11 months 23 days | |
Weighted average remaining contractual life (in years), Nonvested | 8 years 2 months 19 days | |
Weighted Average Exercise Price (per share), Outstanding at beginning of period | $ 3.63 | |
Weighted Average Exercise Price (per share), Granted | 1.75 | |
Weighted Average Exercise Price (per share), Exercised | 0.19 | |
Weighted Average Exercise Price (per share), Forfeited | 5.38 | |
Weighted Average Exercise Price (per share), Expired | 4.2 | |
Weighted Average Exercise Price (per share), Outstanding at end of period | 3.65 | $ 3.63 |
Weighted Average Exercise Price (per share), Exercisable at June 30, 2023 | 3.58 | |
Weighted Average Exercise Price (per share), Nonvested at June 30, 2023 | $ 3.81 | |
Aggregate intrinsic value, Outstanding at beginning of period | $ 320 | |
Aggregate intrinsic value, Outstanding at end of period | 1,047 | $ 320 |
Aggregate intrinsic value, Exercisable at June 30, 2023 | 202 | |
Aggregate intrinsic value, Nonvested at June 30, 2023 | $ 845 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Stock Options Exercised (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Exercised | $ 79 | $ 551 | $ 140 |
Share-based Compensation Plan_5
Share-based Compensation Plans - Summary of Weighted-average Assumptions used to Estimate Fair Value of Various Stock Options Granted (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility minimum | 80.04% | 77.55% |
Volatility maximum | 80.16% | 77.89% |
Risk-free interest rate minimum | 2.85% | 1.63% |
Risk-free interest rate maximum | 3.21% | 3.51% |
Expected life (years) | 10 years 3 days | |
Dividend yield | 0% | 0% |
Forfeiture rate | 26.11% | 26.11% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 9 years 7 months 13 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 10 years 3 days |
Share-Based Compensation Plan_6
Share-Based Compensation Plans - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total estimated fair value of stock options vested | $ 5,563 | $ 9,140 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested options | 23,572 | |
RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested RSUs | $ 3,129 |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Activities for Unvested RSUs (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of RSUs, Outstanding at beginning of period | 415,640 |
Number of RSUs, Granted | 1,785,092 |
Number of RSUs, Vested | (113,640) |
Number of RSUs, Forfeited | (78,634) |
Number of RSUs, Outstanding at end of period | 2,008,458 |
Number of RSUs, Outstanding at beginning of period | 13,050 |
Number of RSUs, Outstanding at ending of period | 14,564 |
Noncontrolling Interest - Sched
Noncontrolling Interest - Schedule of Ownership in Minority Interest (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | ||
Opening carrying amount balance | $ 2,374 | $ 5,367 |
Capital contributions received | (3,415) | (7,550) |
Transfer of minority interest | (1,323) | |
Net income attributable to non-controlling interest | 4,330 | 4,557 |
Ending carrying amount balance | $ 1,966 | $ 2,374 |
Non-controlling interest - Addi
Non-controlling interest - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 7,500 | $ 7,500 |
New Jersey Partnership | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 1,323 | |
Additional Paid In Capital | ||
Noncontrolling Interest [Line Items] | ||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 6,177 | 6,177 |
Additional Paid In Capital | New Jersey Partnership | ||
Noncontrolling Interest [Line Items] | ||
Total consideration | $ 7,500 |
Related Parties - Additional In
Related Parties - Additional Information (Details) $ in Thousands | 6 Months Ended | |||
Jun. 28, 2023 USD ($) | Jun. 23, 2023 USD ($) | Jun. 30, 2023 USD ($) Units | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Proceeds from private placement | $ 19,218 | |||
Private placement | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from private placement | $ 9,871 | $ 9,871 | 9,871 | |
Debentures | $ 2,000 | |||
Number of units | Units | 825,734 | |||
Private placement | First tranche | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from private placement | $ 1,200 | |||
Number of units | Units | 800,002 | |||
Insider Participation | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from private placement | $ 3,239 | |||
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Loan principal balance | $ 163 | $ 163 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General And Administrative Expense [Line Items] | ||||
Office and general | $ 3,801 | $ 5,821 | $ 7,805 | $ 9,101 |
Professional fees | 5,103 | 3,373 | 8,476 | 6,093 |
Lease expense | 1,294 | 1,099 | 2,538 | 2,345 |
Facility and maintenance | 1,364 | 813 | 2,608 | 1,450 |
Salaries and wages | 14,334 | 13,147 | 27,830 | 21,945 |
Share-based compensation | 1,981 | 4,463 | 3,694 | 7,819 |
Sales and marketing | 2,599 | 4,209 | 5,255 | 5,596 |
Total | $ 30,476 | $ 32,925 | $ 58,206 | $ 54,349 |
Revenue, Net - Summary of Disag
Revenue, Net - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 72,124 | $ 63,960 | $ 141,522 | $ 112,545 |
Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 58,254 | 47,979 | 113,676 | 73,697 |
Wholesale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 13,870 | $ 15,981 | $ 27,846 | $ 38,848 |
Revenue, Net - Additional Infor
Revenue, Net - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 Customer | Jun. 30, 2022 USD ($) Customer | |
Revenue from Contract with Customer [Abstract] | ||
Number of customers accounting more than 10% of revenue | Customer | 0 | 0 |
Sales returns | $ | $ 1,040 |
Finance and Other Expenses - Sc
Finance and Other Expenses - Schedule of Finance and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance And Other Expenses [Abstract] | ||||
Interest and accretion | $ 7,965 | $ 8,515 | $ 15,840 | $ 15,412 |
Indemnification asset release | 3,998 | 3,973 | ||
Employee retention credits transfer with recourse | 2,235 | |||
Other (income) expense | 206 | 1,150 | 183 | 933 |
Total | $ 8,171 | $ 13,663 | $ 18,258 | $ 20,318 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Line Items] | ||||
Effective tax rate | (101.00%) | 25% | (148.00%) | 128% |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Segment | Jun. 30, 2022 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Net revenue | $ 72,124 | $ 63,960 | $ 141,522 | $ 112,545 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 290 | $ 290 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information by Geographical Areas (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 615,119 | $ 579,594 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | 614,277 | 577,750 |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Non-current assets | $ 842 | $ 1,844 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | $ 4,434 | $ 5,184 |
Derivative liability | 5,750 | 711 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 28,915 | 26,158 |
Restricted cash | 5,606 | 605 |
Total Assets | 34,521 | 26,763 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration payable | 4,434 | 5,184 |
Derivative liability | 5,750 | 711 |
Total Liabilities | $ 10,184 | 5,895 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase option derivative asset | $ 50 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Total Assets | $ 50 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers between levels of hierarchy | $ 0 | $ 0 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Summary of Changes in Derivative Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at December 31, 2022 | $ 711 |
Included in gain on fair value of warrants | (703) |
Conversion Option issued in 2023 private placement | 3,533 |
Detachable warrants issued in 2023 private placement | 2,216 |
Effects of movements in foreign exchange | (7) |
Balance at June 30, 2023 | $ 5,750 |
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 |
Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Annual volatility, minimum | 80.04% | 77.55% |
Annual volatility, maximum | 80.16% | 77.89% |
Annual risk-free rate, minimum | 2.85% | 1.63% |
Annual risk-free rate, maximum | 3.21% | 3.51% |
Expected term (in years) | 10 years 3 days | |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 9 years 7 months 13 days | |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 10 years 3 days | |
Gage warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ | 1.52 | 1.13 |
Warrant exercise price | $ 8.66 | $ 8.66 |
Annual volatility | 56.30% | |
Annual risk-free rate | 5.50% | 4.80% |
Expected term (in years) | 6 months | 1 year |
Gage warrant | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Annual volatility | 97.10% | |
Gage warrant | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Annual volatility | 98.40% | |
Detachable Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Option exercise price | $ 1.95 | |
Annual volatility, minimum | 71% | |
Annual volatility, maximum | 71.10% | |
Annual risk-free rate, minimum | 4.58% | |
Annual risk-free rate, maximum | 4.66% | |
Detachable Warrants | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ | 1.65 | |
Expected term (in years) | 1 year 11 months 23 days | |
Detachable Warrants | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ | 1.81 | |
Expected term (in years) | 2 years | |
Bifurcated Conversion Options | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Option exercise price | $ 2.01 | |
Annual volatility, maximum | 68.30% | |
Annual risk-free rate, minimum | 4.13% | |
Annual risk-free rate, maximum | 4.25% | |
Bifurcated Conversion Options | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ 1.65 | |
Annual volatility, minimum | 68.20% | |
Expected term (in years) | 2 years 11 months 23 days | |
Bifurcated Conversion Options | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Common Stock Price of TerrAscend Corp. | $ 1.81 | |
Expected term (in years) | 3 years |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Stearns Loan - Subsequent Event $ in Thousands | Jul. 28, 2023 USD ($) |
Subsequent Event [Line Items] | |
Deposit in restricted account | $ 2,500 |
Restricted cash to be released upon closing of loan | $ 5,000 |