1. Nature of operations
\u00a0
TerrAscend Corp. (the \"Issuer\") was incorporated under the Business Corporations Act (Ontario) on March 7, 2017. The Issuer, through its subsidiaries, TerrAscend Growth Corp. (\u201cTerrAscend\u201d) and its subsidiaries (collectively, the Company\u201d), is a leading North American cannabis company. TerrAscend has vertically integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. In the United States, TerrAscend\u2019s cultivation and manufacturing provide product selection to both the medical and legal adult-use markets. Notwithstanding the fact that various states in the United States have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970.
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The Company operates under one operating segment, which is the cultivation, production and sale of cannabis products.
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The Company owns a portfolio of operating businesses, including:
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\u00a0
The common shares in the capital of the Company (\"Common Shares\") commenced trading on the Canadian Securities Exchange (\"CSE\") on May 3, 2017 under the ticker symbol \"TER\" and continued trading on the CSE until the listing of the Common Shares on the Toronto Stock Exchange (the \"TSX\"). Effective July 4, 2023, the Common Shares commenced trading on the TSX under the ticker symbol \"TSND\". The Common Shares commenced trading on OTCQX on October 22, 2018 under the ticker symbol \"TRSSF\", which was subsequently changed to \"TSNDF\", effective July 6, 2023. The Company\u2019s registered office is located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, L5B 1M5, Canada.
"}]},{"name":"rpt:f-423","factDimensions":{"xbrl:concept":"dei:EntityIncorporationDateOfIncorporation","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"2017-03-07"}]},{"name":"rpt:f-424","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:NJ"},"factValues":[{"value":"3"}]},{"name":"rpt:f-425","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:MD"},"factValues":[{"value":"4"}]},{"name":"rpt:f-426","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:PA"},"factValues":[{"value":"6"}]},{"name":"rpt:f-427","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:MI"},"factValues":[{"value":"19"}]},{"name":"rpt:f-428","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:CA"},"factValues":[{"value":"5"}]},{"name":"rpt:f-429","factDimensions":{"xbrl:concept":"us-gaap:SignificantAccountingPoliciesTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"These unaudited interim condensed consolidated financial statements included herein (the \u201cConsolidated Financial Statements\u201d) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (\"GAAP\").
The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company\u2019s financial position and operating results. The results for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the year ended December 31, 2024, or any other interim or future periods.
The accompanying Consolidated Financial Statements 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 March 31, 2024, the Company had an accumulated deficit of $717,398. During the three months ended March 31, 2024, the Company incurred a net loss from continuing operations of $14,851. Additionally, as of March 31, 2024 the Company\u2019s current liabilities exceeded its current assets due
to loans maturing within the current year. Therefore, the Company expects that it may need to refinance this debt or access additional capital to continue to fund its operations.
The aforementioned indicators raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of these Consolidated Financial Statements. The Company believes this concern is mitigated by steps it has taken, or intends to take to improve its operations and cash position, including: (i) identifying access to future capital required to pay down or refinance the Company\u2019s maturing debt, (ii) improved cashflow growth from the Company's consolidated operations, particularly TerrAscend's operations in New Jersey and most recently Maryland with conversion to adult-use sales, and (iii) various cost and efficiency improvements. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts of and classification of liabilities that may result should the Company be unable to continue as a going concern.
The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the \"SEC\") on March 14, 2024 (the \"Annual Report). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company\u2019s audited consolidated financial statements for the year ended December 31, 2023 in the Company's Annual Report.
These unaudited interim condensed consolidated financial statements included herein (the \u201cConsolidated Financial Statements\u201d) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (\"GAAP\").
The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company\u2019s financial position and operating results. The results for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the year ended December 31, 2024, or any other interim or future periods.
The accompanying Consolidated Financial Statements 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 March 31, 2024, the Company had an accumulated deficit of $717,398. During the three months ended March 31, 2024, the Company incurred a net loss from continuing operations of $14,851. Additionally, as of March 31, 2024 the Company\u2019s current liabilities exceeded its current assets due
to loans maturing within the current year. Therefore, the Company expects that it may need to refinance this debt or access additional capital to continue to fund its operations.
The aforementioned indicators raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the issuance of these Consolidated Financial Statements. The Company believes this concern is mitigated by steps it has taken, or intends to take to improve its operations and cash position, including: (i) identifying access to future capital required to pay down or refinance the Company\u2019s maturing debt, (ii) improved cashflow growth from the Company's consolidated operations, particularly TerrAscend's operations in New Jersey and most recently Maryland with conversion to adult-use sales, and (iii) various cost and efficiency improvements. The Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts of and classification of liabilities that may result should the Company be unable to continue as a going concern.
The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2023 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the \"SEC\") on March 14, 2024 (the \"Annual Report). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company\u2019s audited consolidated financial statements for the year ended December 31, 2023 in the Company's Annual Report.
"}]},{"name":"rpt:f-431","factDimensions":{"xbrl:concept":"us-gaap:RetainedEarningsAccumulatedDeficit","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-717398000","decimals":-3}]},{"name":"rpt:f-432","factDimensions":{"xbrl:concept":"us-gaap:IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-14851000","decimals":-3}]},{"name":"rpt:f-433","factDimensions":{"xbrl:concept":"us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company consolidates entities in which it has a controlling financial interest by evaluating whether the entity is a voting interest entity (\u201cVOE\u201d) or a variable interest entity (\u201cVIE\u201d).
In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company\u2019s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States (the \"Reorganization\"). Following the completion of the Reorganization, the Company owns 95% of its Canadian retail business. The Company continues to consolidate both its Canadian and U.S. cannabis operations under two different consolidation models.
Subsequent to the Reorganization, all operations in the United States have a functional currency of the U.S. dollar (\"USD\"). Canadian operations continue to have a functional currency of the Canadian dollar (\"CAD\").
Voting Interest Entities
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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
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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\u2019s 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).
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In connection with the Reorganization, TerrAscend issued and sold, on a private placement basis, Class A shares in the capital of TerrAscend (\"Class A Shares\") for aggregate gross proceeds of $1,000 to an investor (\"Investment\"). See Note 10 for accounting treatment of the Class A Shares. Following the closing of the Investment, the Class B shares (\"Class B Shares\") in the capital of TerrAscend held by the Company, representing all of the issued and outstanding Class B shares, were automatically exchanged for non-voting, non-participating exchangeable shares in the capital of TerrAscend (\"Non-Voting Shares\"), representing approximately 99.8% of the issued and outstanding shares of TerrAscend on an as-converted basis. As a result of the limited rights associated with Non-Voting Shares that the Company holds following the closing of the Investment, the Company and TerrAscend entered into a protection agreement dated April 18, 2023 (\"Protection Agreement\"). The Protection Agreement provides for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Class A Shares.
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The Issuer determined that TerrAscend is a VIE, as all of the Company\u2019s U.S. activities continue to be conducted on behalf of the Company which has disproportionately few voting rights. After conducting an analysis of the following VIE factors; purpose and design
of the VIE, the Protection Agreement in place, the structure of the Company's board of directors (the \"Board\"), and substantive kick-out rights of the holders of the Class A Shares, it was determined that the Company has the power to direct the activities of TerrAscend. In addition, given the structure of the Class A Shares where all of the losses and substantially all of the benefits of TerrAscend are absorbed by the Company, the Company consolidates as the primary beneficiary in accordance with Accounting Standards Codification (\"ASC\") 810, Consolidation.
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The Company's U.S. operations are consolidated through the VIE model. Therefore, substantially all of the Company's current assets, non-current assets, current liabilities and non-current liabilities are consolidated through the VIE model. The Company's assets and liabilities that are not consolidated through the VIE model include convertible debt, and derivative liability. The Company also consolidates a minimal amount of assets and liabilities within Canada. See Note 21 for more information.
"}]},{"name":"rpt:f-434","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","srt:OwnershipAxis":"tsndf:CanadianBusinessMember"},"factValues":[{"value":"0.95","decimals":2}]},{"name":"rpt:f-435","factDimensions":{"xbrl:concept":"us-gaap:ProceedsFromIssuanceOfPrivatePlacement","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:StatementClassOfStockAxis":"us-gaap:CommonClassAMember","srt:OwnershipAxis":"tsndf:TerrAscendGrowthCorpMember"},"factValues":[{"value":"1000000","decimals":-3}]},{"name":"rpt:f-436","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:StatementClassOfStockAxis":"us-gaap:CommonClassBMember","srt:OwnershipAxis":"tsndf:TerrAscendGrowthCorpMember"},"factValues":[{"value":"0.998","decimals":3}]},{"name":"rpt:f-437","factDimensions":{"xbrl:concept":"us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company's accounts receivable, net consisted of the following:
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| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 26,535 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 515 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 408 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 887 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,154 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 17,013 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,048 | \n \u00a0 | \n
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 26,535 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 15,611 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Of which | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Current | \n \u00a0 | \n \u00a0 | \n 12,110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,799 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 2,545 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,837 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 11,880 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,767 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 15,611 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
\u00a0
The over 90 days aged balance relates mainly to one customer which was deemed uncollectible.
"}]},{"name":"rpt:f-438","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company's accounts receivable, net consisted of the following:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 26,535 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 515 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 408 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 887 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,154 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 17,013 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,048 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 26,535 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 15,611 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Of which | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Current | \n \u00a0 | \n \u00a0 | \n 12,110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,799 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 2,545 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,837 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 11,880 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,767 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (10,924 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 15,611 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
Contingent consideration
The balances of the Company's contingent considerations are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n State Flower | \n \u00a0 | \n \u00a0 | \n Apothecarium | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n ||||
Carrying amount, December 31, 2023 | \n \u00a0 | \n $ | \n 1,406 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,028 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,446 | \n \u00a0 | \n
Reduction of contingent consideration | \n \u00a0 | \n \u00a0 | \n (1,334 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,591 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (4,925 | \n ) | \n
Loss (gain) on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,396 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (522 | \n ) | \n \u00a0 | \n \u00a0 | \n 1,393 | \n \u00a0 | \n
Carrying amount, March 31, 2024 | \n \u00a0 | \n $ | \n 591 | \n \u00a0 | \n \u00a0 | \n $ | \n 833 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,490 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,914 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n 591 | \n \u00a0 | \n \u00a0 | \n $ | \n 833 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,424 | \n \u00a0 | \n
\u00a0
During the three months ended March 31, 2024, the Company issued an aggregate of 2,888,088 Common Shares and paid $250 of cash to the sellers of its previously-acquired State Flower and The Apothecarium businesses. The issuance of Common Shares fully settled the previously owing contingent consideration balances. The Company provided a price protection on the Common Shares issued. The remaining balance recorded as at March 31, 2024 relates to the fair value of the price protection clause using the Black-Scholes Option Pricing Model (\"Black-Scholes Model\")
"}]},{"name":"rpt:f-468","factDimensions":{"xbrl:concept":"us-gaap:AssetAcquisitionContingentConsiderationTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The balances of the Company's contingent considerations are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n State Flower | \n \u00a0 | \n \u00a0 | \n Apothecarium | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n ||||
Carrying amount, December 31, 2023 | \n \u00a0 | \n $ | \n 1,406 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,028 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,446 | \n \u00a0 | \n
Reduction of contingent consideration | \n \u00a0 | \n \u00a0 | \n (1,334 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,591 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (4,925 | \n ) | \n
Loss (gain) on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,396 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (522 | \n ) | \n \u00a0 | \n \u00a0 | \n 1,393 | \n \u00a0 | \n
Carrying amount, March 31, 2024 | \n \u00a0 | \n $ | \n 591 | \n \u00a0 | \n \u00a0 | \n $ | \n 833 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,490 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,914 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n 591 | \n \u00a0 | \n \u00a0 | \n $ | \n 833 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,424 | \n \u00a0 | \n
The Company\u2019s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 730 | \n \u00a0 | \n \u00a0 | \n $ | \n 378 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 17,650 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,821 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 27,559 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 28,451 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 3,260 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,033 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n $ | \n 49,199 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,683 | \n \u00a0 | \n
The Company\u2019s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 730 | \n \u00a0 | \n \u00a0 | \n $ | \n 378 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 17,650 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,821 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 27,559 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 28,451 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 3,260 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,033 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n $ | \n 49,199 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,683 | \n \u00a0 | \n
\u00a0
TerrAscend Canada operated out of a 67,300 square foot facility located in Mississauga, Ontario and was licensed to cultivate, process and sell cannabis for medical and adult-use purposes. These licenses allowed for sales of dried cannabis, cannabis oil and extracts, topicals, and edibles. The Company ceased operations at TerrAscend Canada\u2019s manufacturing facility during the three months ended December 31, 2022. As such, TerrAscend Canada's Licensed Producer (as such term is defined in the Cannabis Act) results are presented in discontinued operations.
The results of operations for the discontinued operations includes revenues and expenses directly attributable to the operations disposed. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to the Canadian Licensed Producer business. The results of discontinued operations were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Revenue, net | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Cost of Sales | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Gross profit | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating expenses: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
General and administrative | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 301 | \n \u00a0 | \n
Amortization and depreciation | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48 | \n \u00a0 | \n
Impairment of property and equipment | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,064 | \n \u00a0 | \n
Total operating expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,413 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Loss from discontinued operations | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,413 | \n ) | \n
Other expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Finance and other expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 178 | \n \u00a0 | \n
Net loss from discontinued operations | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n (3,591 | \n ) | \n
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 the Canadian Licensed Producer business. The results of discontinued operations were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Revenue, net | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Cost of Sales | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Gross profit | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating expenses: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
General and administrative | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 301 | \n \u00a0 | \n
Amortization and depreciation | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48 | \n \u00a0 | \n
Impairment of property and equipment | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,064 | \n \u00a0 | \n
Total operating expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,413 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Loss from discontinued operations | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,413 | \n ) | \n
Other expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Finance and other expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 178 | \n \u00a0 | \n
Net loss from discontinued operations | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n (3,591 | \n ) | \n
Property and equipment consisted of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,129 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,103 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 26,085 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,211 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 150,673 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 151,989 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 35,869 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,370 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 9,084 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,066 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 230,202 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 229,101 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (35,946 | \n ) | \n \u00a0 | \n \u00a0 | \n (32,886 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 194,256 | \n \u00a0 | \n \u00a0 | \n $ | \n 196,215 | \n \u00a0 | \n
\u00a0
Assets in process primarily represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service.
\u00a0
As of March 31, 2024 and December 31, 2023, borrowing costs were not capitalized because the assets in process did not meet the criteria of a qualifying asset.
\u00a0
Depreciation expense was $3,037 for the three months ended March 31, 2024 ($2,061 included in cost of sales) and $3,257 for the three months ended March 31, 2023 ($2,017 included in cost of sales).
"}]},{"name":"rpt:f-518","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Property and equipment consisted of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,129 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,103 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 26,085 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,211 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 150,673 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 151,989 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 35,869 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,370 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 9,084 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,066 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 230,202 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 229,101 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (35,946 | \n ) | \n \u00a0 | \n \u00a0 | \n (32,886 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 194,256 | \n \u00a0 | \n \u00a0 | \n $ | \n 196,215 | \n \u00a0 | \n
\u00a0
Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At March 31, 2024 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n \u00a0 | \n Net Carrying Amount | \n \u00a0 | \n |||
Finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Software | \n \u00a0 | \n $ | \n 2,177 | \n \u00a0 | \n \u00a0 | \n $ | \n (1,217 | \n ) | \n \u00a0 | \n $ | \n 960 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 187,759 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (21,631 | \n ) | \n \u00a0 | \n \u00a0 | \n 166,128 | \n \u00a0 | \n
\u00a0Non-compete agreements | \n \u00a0 | \n \u00a0 | \n 280 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (280 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Total finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 190,216 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (23,128 | \n ) | \n \u00a0 | \n \u00a0 | \n 167,088 | \n \u00a0 | \n
Indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 237,188 | \n \u00a0 | \n \u00a0 | \n $ | \n (23,128 | \n ) | \n \u00a0 | \n $ | \n 214,060 | \n \u00a0 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At December 31, 2023 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n \u00a0 | \n Net Carrying Amount | \n \u00a0 | \n |||
Finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Software | \n \u00a0 | \n $ | \n 2,050 | \n \u00a0 | \n \u00a0 | \n $ | \n (720 | \n ) | \n \u00a0 | \n $ | \n 1,330 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 186,624 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (20,216 | \n ) | \n \u00a0 | \n \u00a0 | \n 166,408 | \n \u00a0 | \n
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 1,144 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,144 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Non-compete agreements | \n \u00a0 | \n \u00a0 | \n 280 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (280 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Total finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 190,098 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (22,360 | \n ) | \n \u00a0 | \n \u00a0 | \n 167,738 | \n \u00a0 | \n
Indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 238,214 | \n \u00a0 | \n \u00a0 | \n $ | \n (22,360 | \n ) | \n \u00a0 | \n $ | \n 215,854 | \n \u00a0 | \n
\u00a0
Amortization expense was $1,941 for the three months ended March 31, 2024 ($724 included in cost of sales) and $1,514 for the three months ended March 31, 2023 ($725 included in cost of sales).
Estimated future amortization expense for finite lived intangible assets for the next five years is as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
2024 | \n \u00a0 | \n $ | \n 5,257 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 6,835 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,820 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,740 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,740 | \n \u00a0 | \n
\u00a0
As of March 31, 2024, the weighted average amortization period remaining on intangible assets was 27.3 years.
\u00a0
The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company\u2019s goodwill balance:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2023 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
Additions at acquisition date | \n \u00a0 | \n \u00a0 | \n - | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n - | \n \u00a0 | \n
Balance at March 31, 2024 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At March 31, 2024 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n \u00a0 | \n Net Carrying Amount | \n \u00a0 | \n |||
Finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Software | \n \u00a0 | \n $ | \n 2,177 | \n \u00a0 | \n \u00a0 | \n $ | \n (1,217 | \n ) | \n \u00a0 | \n $ | \n 960 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 187,759 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (21,631 | \n ) | \n \u00a0 | \n \u00a0 | \n 166,128 | \n \u00a0 | \n
\u00a0Non-compete agreements | \n \u00a0 | \n \u00a0 | \n 280 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (280 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Total finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 190,216 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (23,128 | \n ) | \n \u00a0 | \n \u00a0 | \n 167,088 | \n \u00a0 | \n
Indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 46,972 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 237,188 | \n \u00a0 | \n \u00a0 | \n $ | \n (23,128 | \n ) | \n \u00a0 | \n $ | \n 214,060 | \n \u00a0 | \n
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At December 31, 2023 | \n \u00a0 | \n Gross Carrying Amount | \n \u00a0 | \n \u00a0 | \n Accumulated Amortization | \n \u00a0 | \n \u00a0 | \n Net Carrying Amount | \n \u00a0 | \n |||
Finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Software | \n \u00a0 | \n $ | \n 2,050 | \n \u00a0 | \n \u00a0 | \n $ | \n (720 | \n ) | \n \u00a0 | \n $ | \n 1,330 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 186,624 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (20,216 | \n ) | \n \u00a0 | \n \u00a0 | \n 166,408 | \n \u00a0 | \n
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 1,144 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,144 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Non-compete agreements | \n \u00a0 | \n \u00a0 | \n 280 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (280 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
\u00a0Total finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 190,098 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (22,360 | \n ) | \n \u00a0 | \n \u00a0 | \n 167,738 | \n \u00a0 | \n
Indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
\u00a0Brand intangibles | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48,116 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 238,214 | \n \u00a0 | \n \u00a0 | \n $ | \n (22,360 | \n ) | \n \u00a0 | \n $ | \n 215,854 | \n \u00a0 | \n
Estimated future amortization expense for finite lived intangible assets for the next five years is as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
2024 | \n \u00a0 | \n $ | \n 5,257 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 6,835 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,820 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,740 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,740 | \n \u00a0 | \n
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2023 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
Additions at acquisition date | \n \u00a0 | \n \u00a0 | \n - | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n - | \n \u00a0 | \n
Balance at March 31, 2024 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
The Company's loans payable consisted of the following:
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Chicago Atlantic term loan due November 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 24,404 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,611 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 24,404 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,611 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Ilera term loan due December 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 72,127 | \n \u00a0 | \n \u00a0 | \n $ | \n 76,927 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (2,340 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,191 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 69,787 | \n \u00a0 | \n \u00a0 | \n $ | \n 73,736 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Stearns loan due December 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 24,721 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,809 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (611 | \n ) | \n \u00a0 | \n \u00a0 | \n (791 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 24,110 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,018 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Pelorus term loan due October 2027 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 45,478 | \n \u00a0 | \n \u00a0 | \n $ | \n 45,478 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (1,413 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,065 | \n \u00a0 | \n \u00a0 | \n $ | \n 43,988 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Maryland Acquisition loans (1) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 19,495 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,873 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (1,229 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,403 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 18,266 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,470 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 2,322 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,698 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Short-term debt | \n \u00a0 | \n $ | \n 9,123 | \n \u00a0 | \n \u00a0 | \n $ | \n 11,849 | \n \u00a0 | \n
Current portion of long-term debt | \n \u00a0 | \n $ | \n 124,545 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 125,888 | \n \u00a0 | \n
Loans payable, current | \n \u00a0 | \n $ | \n 133,668 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 137,737 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Loans payable, non-current | \n \u00a0 | \n $ | \n 58,409 | \n \u00a0 | \n \u00a0 | \n $ | \n 61,633 | \n \u00a0 | \n
Total loans payable | \n \u00a0 | \n $ | \n 192,077 | \n \u00a0 | \n \u00a0 | \n $ | \n 199,370 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
(1) For maturity breakout, refer to Maryland Acquisition Loans section below. | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0
Total interest paid on all loan payables was $6,264 for the three months ended March 31, 2024, and $2,456 for the three months ended March 31, 2023. The Company had accrued interest on loans payable of $3,064 and $3,491 as of March 31, 2024 and December 31, 2023, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
Chicago Atlantic Term Loan
In connection with the acquisition of Gage Growth on March 10, 2022 (the \"Gage Acquisition\"), the Company assumed a senior secured term loan that was amended to provide an amount of $25,000 (the \u201cChicago Atlantic Term Loan\u201d) bearing an interest rate equal to the greater of (i) the U.S. \"prime rate\" plus 6.00%, and (ii) 13.0% and matures on November 1, 2024. The Chicago Atlantic Loan was secured by a first lien on all Gage Growth assets.
As of March 31, 2024, there was an outstanding principal amount of $24,404 under the Chicago Atlantic Term Loan.
Ilera Term Loan
On December 18, 2020, WDB Holding PA, a subsidiary of TerrAscend, entered into a senior secured term loan with a syndicate of lenders in the amount of $120,000 (\"Ilera Term Loan\"). The Ilera Term Loan is solely secured by the Company\u2019s Pennsylvania-based Ilera Healthcare LLC (\u201cIlera\u201d). The Ilera Term Loan bears interest at 12.875% matures on December 17, 2024.
On January 2, 2024, the Company completed a prepayment of the Ilera Term Loan of $4,800 at the prepayment price of 100% to par. Subsequent to March 31, 2024, the Company made a prepayment of $3,200 of the Ilera Term Loan, at the prepayment price of 100% to par. In accordance with ASC 470, Debt, these amendments were not considered extinguishment of debt.
As of March 31, 2024, there was an outstanding principal amount of $72,127 under the Ilera Term Loan.
Stearns Loan
On June 26, 2023, the Company closed on a $25,000 commercial loan with Stearns Bank, secured by the Company's cultivation facility in Pennsylvania and its Allegany Medical Marijuana Dispensary (\"AMMD\") dispensary in Cumberland, Maryland (\"Stearns Loan\"). The Stearns Loan bears an interest rate of prime plus 2.25% and matures on December 26, 2024.
As of March 31, 2024, there was an outstanding principal amount of $24,721 under the Stearns Loan.
Pelorus Term Loan
On October 11, 2022, subsidiaries of, TerrAscend, among others, entered into a loan agreement with Pelorus Fund REIT, LLC (\"Pelorus\") for a single-draw senior secured term loan (the \u201cPelorus Term Loan\") in an aggregate principal amount of $45,478. The Pelorus Term Loan is based on a variable rate tied to the one month Secured Overnight Financing Rate (\"SOFR\"), subject to a base rate, plus 9.5%, with interest-only payments for the first 36 months and matures on October 11, 2027. The base rate is defined as, on any day, the greatest of: (i) 2.5%, (b) the effective federal funds rate in effect on such day plus 0.5%, and (c) one month Secured Overnight Financing Rate (\"SOFR\") in effect on such day. The obligations of the borrowers under the Pelorus Term Loan are guaranteed by the Company, TerrAscend USA and certain other subsidiaries of TerrAscend and are secured by all of the assets of TerrAscend's Maryland and New Jersey businesses, including certain real estate in Maryland and New Jersey, but excludes all MD dispensaries
As of March 31, 2024, there was an outstanding principal amount of $45,478 under the Pelorus Term Loan.
Maryland Acquisition Loans
In connection with the acquisition Derby 1, LLC (\"Peninsula\"), Hempaid, LLC (\"Blue Ridge\"), and Herbiculture Inc. (\"Herbiculture\"), (collectively, the \"Maryland Acquisitions\"), the Company entered into promissory notes with an aggregate principal amount of $20,625 that bear interest at rates ranging from 7.0% to 10.5% with maturities ranging from June 28, 2025 to June 30, 2027.
As of March 31, 2024, there was an outstanding principal amount of $19,495 under the Maryland Acquisition Loans.
Other loans
Stadium Ventures
In connection with the Gage Acquisition, the Company assumed existing indebtedness in the form of a promissory note in the amount of $4,065, which matures on December 31, 2024. The promissory note bears interest at a rate of 6%.
As of March 31, 2024, there was an outstanding principal amount of $1,322 under the Stadium Ventures loan.
Class A Shares of TerrAscend Growth
In connection with the Reorganization (see Note 3), TerrAscend issued $1,000 of Class A shares with a 20% guaranteed annual dividend to an investor (the \u201cInvestor\u201d) pursuant to the terms of a subscription agreement between TerrAscend and the Investor dated April 20, 2023 (the \u201cSubscription Agreement\u201d). Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the option. In addition, the Investor holds a put right that is exercisable at any time after four months\u2019 advanced written notice following the five-year anniversary of the closing of the investment to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks
Short-Term Debt
The average dollar amount of short-term debt for the three months ended March 31, 2024 was $10,254 with a weighted-average interest rate of 16.69% as of March 31, 2024.
On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a payment of $5,000.
\u00a0
Maturities of loans payable
\u00a0
Stated maturities of loans payable over the next five years are as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n |
2024 | \n \u00a0 | \n $ | \n 132,677 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 7,942 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 11,082 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 44,483 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 1,000 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total principal payments | \n \u00a0 | \n $ | \n 197,184 | \n \u00a0 | \n
The Company's loans payable consisted of the following:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Chicago Atlantic term loan due November 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 24,404 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,611 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 24,404 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,611 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Ilera term loan due December 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 72,127 | \n \u00a0 | \n \u00a0 | \n $ | \n 76,927 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (2,340 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,191 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 69,787 | \n \u00a0 | \n \u00a0 | \n $ | \n 73,736 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Stearns loan due December 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 24,721 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,809 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (611 | \n ) | \n \u00a0 | \n \u00a0 | \n (791 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 24,110 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,018 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Pelorus term loan due October 2027 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 45,478 | \n \u00a0 | \n \u00a0 | \n $ | \n 45,478 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n (1,413 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,065 | \n \u00a0 | \n \u00a0 | \n $ | \n 43,988 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Maryland Acquisition loans (1) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 19,495 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,873 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (1,229 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,403 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 18,266 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,470 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 2,322 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,698 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Short-term debt | \n \u00a0 | \n $ | \n 9,123 | \n \u00a0 | \n \u00a0 | \n $ | \n 11,849 | \n \u00a0 | \n
Current portion of long-term debt | \n \u00a0 | \n $ | \n 124,545 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 125,888 | \n \u00a0 | \n
Loans payable, current | \n \u00a0 | \n $ | \n 133,668 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 137,737 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Loans payable, non-current | \n \u00a0 | \n $ | \n 58,409 | \n \u00a0 | \n \u00a0 | \n $ | \n 61,633 | \n \u00a0 | \n
Total loans payable | \n \u00a0 | \n $ | \n 192,077 | \n \u00a0 | \n \u00a0 | \n $ | \n 199,370 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
(1) For maturity breakout, refer to Maryland Acquisition Loans section below. | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0
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maturities of loans payable over the next five years are as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n |
2024 | \n \u00a0 | \n $ | \n 132,677 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 7,942 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 11,082 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 44,483 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 1,000 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total principal payments | \n \u00a0 | \n $ | \n 197,184 | \n \u00a0 | \n
The majority of the Company\u2019s leases are operating leases used primarily for corporate offices, retail, cultivation and manufacturing. The operating lease periods generally range from 1 to 26 years. The Company had two finance leases at March 31, 2024 and December 31, 2023.
Amounts recognized in the consolidated balance sheet were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Operating leases: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating lease right-of-use assets | \n \u00a0 | \n $ | \n 41,488 | \n \u00a0 | \n \u00a0 | \n $ | \n 43,440 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating lease liability classified as current | \n \u00a0 | \n \u00a0 | \n 1,816 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 43,967 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 45,384 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 45,783 | \n \u00a0 | \n \u00a0 | \n $ | \n 46,628 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Finance leases: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
\u00a0 | \n $ | \n 2,073 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,112 | \n \u00a0 | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Lease obligations under finance leases classified as current | \n \u00a0 | \n \u00a0 | \n 2,079 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,030 | \n \u00a0 | \n
Lease obligations under finance leases classified as non-current | \n \u00a0 | \n \u00a0 | \n 383 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 407 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 2,462 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,437 | \n \u00a0 | \n
\u00a0
The Company recognized operating lease expense of $2,034 for the three months ended March 31, 2024 and $1,254 for the three months ended March 31, 2023.
\u00a0
Other information related to operating leases at March 31, 2024 and December 31, 2023 consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Weighted-average remaining lease term (years) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating leases | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 2.0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.2 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Weighted-average discount rate | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating leases | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n
\u00a0
Supplemental cash flow information related to leases are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Cash paid for amounts included in measurement of operating lease liabilities | \n \u00a0 | \n $ | \n 2,034 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,264 | \n \u00a0 | \n
Right-of-use assets obtained in exchange for operating lease obligations | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 16,603 | \n \u00a0 | \n
Cash paid for amounts included in measurement of finance lease liabilities | \n \u00a0 | \n \u00a0 | \n 32 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 153 | \n \u00a0 | \n
\u00a0
Undiscounted lease obligations are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Operating | \n \u00a0 | \n \u00a0 | \n Finance | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||
2024 | \n \u00a0 | \n $ | \n 5,513 | \n \u00a0 | \n \u00a0 | \n $ | \n 98 | \n \u00a0 | \n \u00a0 | \n $ | \n 5,611 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 7,393 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,132 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,525 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,158 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 134 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,292 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 7,014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 136 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,150 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,852 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 80 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,932 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 56,206 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 56,206 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 90,136 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,580 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 92,716 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (44,353 | \n ) | \n \u00a0 | \n \u00a0 | \n (118 | \n ) | \n \u00a0 | \n \u00a0 | \n (44,471 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 45,783 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,462 | \n \u00a0 | \n \u00a0 | \n $ | \n 48,245 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-697","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P1Y"}]},{"name":"rpt:f-698","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P26Y"}]},{"name":"rpt:f-699","factDimensions":{"xbrl:concept":"tsndf:NumberOfFinanceLease","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Leases"},"factValues":[{"value":"2"}]},{"name":"rpt:f-700","factDimensions":{"xbrl:concept":"tsndf:NumberOfFinanceLease","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Leases"},"factValues":[{"value":"2"}]},{"name":"rpt:f-701","factDimensions":{"xbrl:concept":"tsndf:SummaryOfAmountsRecognizedInConsolidatedBalanceSheetTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Amounts recognized in the consolidated balance sheet were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Operating leases: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating lease right-of-use assets | \n \u00a0 | \n $ | \n 41,488 | \n \u00a0 | \n \u00a0 | \n $ | \n 43,440 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating lease liability classified as current | \n \u00a0 | \n \u00a0 | \n 1,816 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 43,967 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 45,384 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 45,783 | \n \u00a0 | \n \u00a0 | \n $ | \n 46,628 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Finance leases: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
\u00a0 | \n $ | \n 2,073 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,112 | \n \u00a0 | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Lease obligations under finance leases classified as current | \n \u00a0 | \n \u00a0 | \n 2,079 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,030 | \n \u00a0 | \n
Lease obligations under finance leases classified as non-current | \n \u00a0 | \n \u00a0 | \n 383 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 407 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 2,462 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,437 | \n \u00a0 | \n
Other information related to operating leases at March 31, 2024 and December 31, 2023 consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Weighted-average remaining lease term (years) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating leases | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 2.0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.2 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Weighted-average discount rate | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Operating leases | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n
Supplemental cash flow information related to leases are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Cash paid for amounts included in measurement of operating lease liabilities | \n \u00a0 | \n $ | \n 2,034 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,264 | \n \u00a0 | \n
Right-of-use assets obtained in exchange for operating lease obligations | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 16,603 | \n \u00a0 | \n
Cash paid for amounts included in measurement of finance lease liabilities | \n \u00a0 | \n \u00a0 | \n 32 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 153 | \n \u00a0 | \n
Undiscounted lease obligations are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Operating | \n \u00a0 | \n \u00a0 | \n Finance | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||
2024 | \n \u00a0 | \n $ | \n 5,513 | \n \u00a0 | \n \u00a0 | \n $ | \n 98 | \n \u00a0 | \n \u00a0 | \n $ | \n 5,611 | \n \u00a0 | \n
2025 | \n \u00a0 | \n \u00a0 | \n 7,393 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,132 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,525 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,158 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 134 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,292 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 7,014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 136 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,150 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,852 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 80 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,932 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 56,206 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 56,206 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 90,136 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,580 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 92,716 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (44,353 | \n ) | \n \u00a0 | \n \u00a0 | \n (118 | \n ) | \n \u00a0 | \n \u00a0 | \n (44,471 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 45,783 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,462 | \n \u00a0 | \n \u00a0 | \n $ | \n 48,245 | \n \u00a0 | \n
The Company's convertible debt consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Convertible debt proceeds, net of transaction costs - Maturing June 2026 | \n \u00a0 | \n $ | \n 10,098 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,098 | \n \u00a0 | \n
Allocation to conversion option | \n \u00a0 | \n \u00a0 | \n (3,600 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,600 | \n ) | \n
Allocation to debt | \n \u00a0 | \n \u00a0 | \n 6,498 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,498 | \n \u00a0 | \n
Interest and accretion | \n \u00a0 | \n \u00a0 | \n 1,184 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 768 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 7,682 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,266 | \n \u00a0 | \n
The Company had accrued interest on convertible debt of $577 and $nil as of March 31, 2024 and December 31, 2023, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
"}]},{"name":"rpt:f-763","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebtTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company's convertible debt consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Convertible debt proceeds, net of transaction costs - Maturing June 2026 | \n \u00a0 | \n $ | \n 10,098 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,098 | \n \u00a0 | \n
Allocation to conversion option | \n \u00a0 | \n \u00a0 | \n (3,600 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,600 | \n ) | \n
Allocation to debt | \n \u00a0 | \n \u00a0 | \n 6,498 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,498 | \n \u00a0 | \n
Interest and accretion | \n \u00a0 | \n \u00a0 | \n 1,184 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 768 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 7,682 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,266 | \n \u00a0 | \n
\u00a0
Warrants
The following is a summary of the outstanding warrants for Common Shares:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Common Share Warrants Outstanding | \n \u00a0 | \n \u00a0 | \n Number of Common Share Warrants Exercisable | \n \u00a0 | \n \u00a0 | \n Weighted Average Exercise Price $ | \n \u00a0 | \n \u00a0 | \n Weighted Average Remaining Life (years) | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 23,330,542 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 818,927 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.56 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.74 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 23,330,542 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 818,927 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.45 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.49 | \n \u00a0 | \n
\u00a0
The weighted-average exercise price in the above table is denominated in a currency that is different from the functional currency of the Company and can influence the USD conversion.
\u00a0
The following is a summary of the outstanding warrant liabilities that are exchangeable into Common Shares:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Common Share Warrants Outstanding | \n \u00a0 | \n \u00a0 | \n Number of Common Share Warrants Exercisable | \n \u00a0 | \n \u00a0 | \n Weighted Average Exercise Price $ | \n \u00a0 | \n \u00a0 | \n Weighted Average Remaining Life (years) | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 3,590,334 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 3,590,334 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.23 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-777","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember"},"factValues":[{"value":"The following is a summary of the outstanding warrants for Common Shares:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Common Share Warrants Outstanding | \n \u00a0 | \n \u00a0 | \n Number of Common Share Warrants Exercisable | \n \u00a0 | \n \u00a0 | \n Weighted Average Exercise Price $ | \n \u00a0 | \n \u00a0 | \n Weighted Average Remaining Life (years) | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 23,330,542 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 818,927 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.56 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.74 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 23,330,542 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 818,927 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.45 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.49 | \n \u00a0 | \n
The following is a summary of the outstanding warrant liabilities that are exchangeable into Common Shares:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Common Share Warrants Outstanding | \n \u00a0 | \n \u00a0 | \n Number of Common Share Warrants Exercisable | \n \u00a0 | \n \u00a0 | \n Weighted Average Exercise Price $ | \n \u00a0 | \n \u00a0 | \n Weighted Average Remaining Life (years) | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 3,590,334 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 3,590,334 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.23 | \n \u00a0 | \n
Share-based payments expense
\u00a0
Total share-based payments expense was as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Stock options | \n \u00a0 | \n $ | \n 904 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,260 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 581 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 453 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,713 | \n \u00a0 | \n
Stock Options
\u00a0
The following table summarizes the stock option activity for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Number of Stock Options | \n \u00a0 | \n \u00a0 | \n Weighted average remaining contractual life (in years) | \n \u00a0 | \n Weighted Average Exercise Price (per share) $ | \n \u00a0 | \n Aggregate intrinsic value | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n 16,278,380 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.74 | \n \u00a0 | \n $ | \n 3.35 | \n \u00a0 | \n $ | \n 658 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 495,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.86 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (219,312 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.67 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (1,256,315 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.55 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n 15,297,753 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.64 | \n \u00a0 | \n $ | \n 3.48 | \n \u00a0 | \n $ | \n 1,917 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, March 31, 2024 | \n \u00a0 | \n 10,437,578 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.25 | \n \u00a0 | \n $ | \n 3.78 | \n \u00a0 | \n $ | \n 636 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Nonvested, March 31, 2024 | \n \u00a0 | \n 4,860,175 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.63 | \n \u00a0 | \n $ | \n 2.82 | \n \u00a0 | \n $ | \n 1,281 | \n \u00a0 | \n
\u00a0
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company\u2019s closing stock price on March 31, 2024 and December 31, 2023, respectively, and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had they exercised their in-the-money options on March 31, 2024 and December 31, 2023, respectively.
\u00a0
The total pre-tax intrinsic value (the difference between the market price of the Common Shares on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Exercised | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 551 | \n \u00a0 | \n
\u00a0
The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following assumptions:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Volatility | \n \u00a0 | \n 77.70% - 77.79% | \n \u00a0 | \n \u00a0 | \n 80.04% - 80.16% | \n \u00a0 | \n ||
Risk-free interest rate | \n \u00a0 | \n 3.18% - 3.50% | \n \u00a0 | \n \u00a0 | \n 2.85% - 3.21% | \n \u00a0 | \n ||
Expected life (years) | \n \u00a0 | \n 10.01 | \n \u00a0 | \n \u00a0 | \n 10.01 | \n \u00a0 | \n ||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
Forfeiture rate | \n \u00a0 | \n \u00a0 | \n 26.11 | \n % | \n \u00a0 | \n \u00a0 | \n 26.11 | \n % | \n
\u00a0
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.
\u00a0
The total estimated fair value of stock options that vested during the three months ended March 31, 2024 and 2023 was $3,395 and $4,263, respectively. As of March 31, 2024, there was $8,570 of total unrecognized compensation cost related to unvested options.
Restricted Share Units
\u00a0
The following table summarizes the activities for the RSUs for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 1,078,584 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 3,750 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (82,365 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 999,969 | \n \u00a0 | \n
\u00a0
As of March 31, 2024, there was $2,232 of total unrecognized compensation cost related to unvested RSUs.
"}]},{"name":"rpt:f-800","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Total share-based payments expense was as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Stock options | \n \u00a0 | \n $ | \n 904 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,260 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 581 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 453 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,713 | \n \u00a0 | \n
The following table summarizes the stock option activity for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n Number of Stock Options | \n \u00a0 | \n \u00a0 | \n Weighted average remaining contractual life (in years) | \n \u00a0 | \n Weighted Average Exercise Price (per share) $ | \n \u00a0 | \n Aggregate intrinsic value | \n \u00a0 | \n ||||
Outstanding, December 31, 2023 | \n \u00a0 | \n 16,278,380 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.74 | \n \u00a0 | \n $ | \n 3.35 | \n \u00a0 | \n $ | \n 658 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 495,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.86 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (219,312 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.67 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (1,256,315 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.55 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n 15,297,753 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.64 | \n \u00a0 | \n $ | \n 3.48 | \n \u00a0 | \n $ | \n 1,917 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, March 31, 2024 | \n \u00a0 | \n 10,437,578 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.25 | \n \u00a0 | \n $ | \n 3.78 | \n \u00a0 | \n $ | \n 636 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Nonvested, March 31, 2024 | \n \u00a0 | \n 4,860,175 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8.63 | \n \u00a0 | \n $ | \n 2.82 | \n \u00a0 | \n $ | \n 1,281 | \n \u00a0 | \n
\u00a0
The total pre-tax intrinsic value (the difference between the market price of the Common Shares on the exercise date and the price paid by the option holder to exercise the option) related to stock options exercised is presented below:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Exercised | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 551 | \n \u00a0 | \n
The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following assumptions:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Volatility | \n \u00a0 | \n 77.70% - 77.79% | \n \u00a0 | \n \u00a0 | \n 80.04% - 80.16% | \n \u00a0 | \n ||
Risk-free interest rate | \n \u00a0 | \n 3.18% - 3.50% | \n \u00a0 | \n \u00a0 | \n 2.85% - 3.21% | \n \u00a0 | \n ||
Expected life (years) | \n \u00a0 | \n 10.01 | \n \u00a0 | \n \u00a0 | \n 10.01 | \n \u00a0 | \n ||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
Forfeiture rate | \n \u00a0 | \n \u00a0 | \n 26.11 | \n % | \n \u00a0 | \n \u00a0 | \n 26.11 | \n % | \n
The following table summarizes the activities for the RSUs for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 1,078,584 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 3,750 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (82,365 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2024 | \n \u00a0 | \n \u00a0 | \n 999,969 | \n \u00a0 | \n
Non-controlling interest consists mainly of TerrAscend's minority ownership interest in TerrAscend's New Jersey operations.
\u00a0
On January 19, 2024, the Company reduced its non-controlling interest through the acquisition of the remaining 50.1% equity in both State Flower and three Apothecarium dispensaries in California. The carrying amount of non-controlling interest was adjusted by $1,374 and recognized in additional paid in capital and attributed to the parent's equity holders.
\u00a0
The following table summarizes the non-controlling interest activity for the three months ended March 31, 2024:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Opening carrying amount | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n \u00a0 | \n $ | \n 2,374 | \n \u00a0 | \n
Capital distributions | \n \u00a0 | \n \u00a0 | \n (337 | \n ) | \n \u00a0 | \n \u00a0 | \n (11,622 | \n ) | \n
Acquisition of non-controlling interest | \n \u00a0 | \n \u00a0 | \n 1,374 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,323 | \n ) | \n
Net income attributable to non-controlling interest | \n \u00a0 | \n \u00a0 | \n 2,204 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,815 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
The following table summarizes the non-controlling interest activity for the three months ended March 31, 2024:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Opening carrying amount | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n \u00a0 | \n $ | \n 2,374 | \n \u00a0 | \n
Capital distributions | \n \u00a0 | \n \u00a0 | \n (337 | \n ) | \n \u00a0 | \n \u00a0 | \n (11,622 | \n ) | \n
Acquisition of non-controlling interest | \n \u00a0 | \n \u00a0 | \n 1,374 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,323 | \n ) | \n
Net income attributable to non-controlling interest | \n \u00a0 | \n \u00a0 | \n 2,204 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,815 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
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 March 31, 2024, amounts due to/from related parties consisted of:
\u00a0
The Company's effective tax rate was (186.7)% for the three months ended March 31, 2024 and (194.4)% for the three months ended March 31, 2023. As the Company operates in the cannabis industry, it is subject to Section 280E of the Internal Revenue Code of 1986, as amended (the \"Code\"), under which the Company is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary and necessary business expenses deemed non-deductible under the Code. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.
The Company had an unrecognized tax benefits of $93,955 and $84,485 as of March 31, 2024 and December 31, 2023, respectively. The increase in uncertain tax positions is primarily due to legal interpretations that challenge the Company's tax liability under the Code (\u201c280E Tax Position\u201d). The Company believes that it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months due to its 280E Tax Position. Of the unrecognized tax benefits amounts, $11,537 and $10,459 as of March 31, 2024 and December 31, 2023, respectively, is unrelated to its 280E Tax Position.
Related to its 280E Tax Position, the Company has filed amended federal returns related to 2020 and 2021 and is in the process of completing various other federal and state amendments related to 2020, 2021 and 2022. The Company\u2019s tax returns generally remain subject to examination by the U.S. Federal, U.S. State and non U.S. taxing authorities for years ending December 31, 2020 and forward.
"}]},{"name":"rpt:f-874","factDimensions":{"xbrl:concept":"us-gaap:EffectiveIncomeTaxRateContinuingOperations","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"-1.867","decimals":3}]},{"name":"rpt:f-875","factDimensions":{"xbrl:concept":"us-gaap:EffectiveIncomeTaxRateContinuingOperations","xbrl:period":"2023-01-01T00:00:00/2023-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"-1.944","decimals":3}]},{"name":"rpt:f-876","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"93955000","decimals":-3}]},{"name":"rpt:f-877","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"84485000","decimals":-3}]},{"name":"rpt:f-878","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsPeriodIncreaseDecrease","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"11537000","decimals":-3}]},{"name":"rpt:f-879","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsPeriodIncreaseDecrease","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"10459000","decimals":-3}]},{"name":"rpt:f-880","factDimensions":{"xbrl:concept":"tsndf:GeneralAndAdministrativeExpensesTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s general and administrative expenses were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Office and general | \n \u00a0 | \n $ | \n 3,956 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,004 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n \u00a0 | \n 3,061 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,373 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n \u00a0 | \n 1,820 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n \u00a0 | \n 1,325 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Salaries and wages | \n \u00a0 | \n \u00a0 | \n 14,896 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,496 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n \u00a0 | \n 1,485 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,713 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n \u00a0 | \n 1,465 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,656 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 28,008 | \n \u00a0 | \n \u00a0 | \n $ | \n 27,730 | \n \u00a0 | \n
The Company\u2019s general and administrative expenses were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Office and general | \n \u00a0 | \n $ | \n 3,956 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,004 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n \u00a0 | \n 3,061 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,373 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n \u00a0 | \n 1,820 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n \u00a0 | \n 1,325 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Salaries and wages | \n \u00a0 | \n \u00a0 | \n 14,896 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,496 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n \u00a0 | \n 1,485 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,713 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n \u00a0 | \n 1,465 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,656 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 28,008 | \n \u00a0 | \n \u00a0 | \n $ | \n 27,730 | \n \u00a0 | \n
The Company\u2019s disaggregated net revenue by source, primarily due to the Company\u2019s contracts with its external customers was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Retail | \n \u00a0 | \n $ | \n 53,858 | \n \u00a0 | \n \u00a0 | \n $ | \n 55,422 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 26,775 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,976 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 80,633 | \n \u00a0 | \n \u00a0 | \n $ | \n 69,398 | \n \u00a0 | \n
\u00a0
For the three months ended March 31, 2024, the Company did not have any single customer that accounted for 10% or more of the Company\u2019s revenue.
"}]},{"name":"rpt:f-899","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s disaggregated net revenue by source, primarily due to the Company\u2019s contracts with its external customers was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Retail | \n \u00a0 | \n $ | \n 53,858 | \n \u00a0 | \n \u00a0 | \n $ | \n 55,422 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 26,775 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,976 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 80,633 | \n \u00a0 | \n \u00a0 | \n $ | \n 69,398 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-900","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ContractWithCustomerSalesChannelAxis":"us-gaap:SalesChannelDirectlyToConsumerMember"},"factValues":[{"value":"53858000","decimals":-3}]},{"name":"rpt:f-901","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2023-01-01T00:00:00/2023-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ContractWithCustomerSalesChannelAxis":"us-gaap:SalesChannelDirectlyToConsumerMember"},"factValues":[{"value":"55422000","decimals":-3}]},{"name":"rpt:f-902","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ContractWithCustomerSalesChannelAxis":"us-gaap:SalesChannelThroughIntermediaryMember"},"factValues":[{"value":"26775000","decimals":-3}]},{"name":"rpt:f-903","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2023-01-01T00:00:00/2023-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ContractWithCustomerSalesChannelAxis":"us-gaap:SalesChannelThroughIntermediaryMember"},"factValues":[{"value":"13976000","decimals":-3}]},{"name":"rpt:f-904","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"80633000","decimals":-3}]},{"name":"rpt:f-905","factDimensions":{"xbrl:concept":"us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax","xbrl:period":"2023-01-01T00:00:00/2023-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"69398000","decimals":-3}]},{"name":"rpt:f-906","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorCustomers","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Customer"},"factValues":[{"value":"0"}]},{"name":"rpt:f-907","factDimensions":{"xbrl:concept":"tsndf:FinanceAndOtherExpensesTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s finance and other expenses included the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Interest and accretion | \n \u00a0 | \n $ | \n 8,872 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,875 | \n \u00a0 | \n
Employee retention credits and transfer fee | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,235 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (283 | \n ) | \n \u00a0 | \n \u00a0 | \n (23 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 8,589 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,087 | \n \u00a0 | \n
The Company\u2019s finance and other expenses included the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n March 31, 2023 | \n \u00a0 | \n ||
Interest and accretion | \n \u00a0 | \n $ | \n 8,872 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,875 | \n \u00a0 | \n
Employee retention credits and transfer fee | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,235 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (283 | \n ) | \n \u00a0 | \n \u00a0 | \n (23 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 8,589 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,087 | \n \u00a0 | \n
Operating Segment
The Company determines its operating segments according to how the business activities are managed and evaluated by the Company\u2019s chief operating decision maker. The Company operates under one operating segment, being the cultivation, production and sale of cannabis products.
Geography
The Company has subsidiaries located in Canada and the United States. For the three months ended March 31, 2024, net revenue was primarily generated from sales in the United States. As a result of the Reorganization (Note 3), the Company consolidated its retail location in Canada and generated net revenue of $264 the three months ended March 31, 2024.
\u00a0
The Company had non-current assets by geography of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 557,235 | \n \u00a0 | \n \u00a0 | \n $ | \n 562,854 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 649 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 557,884 | \n \u00a0 | \n \u00a0 | \n $ | \n 563,629 | \n \u00a0 | \n
The Company had non-current assets by geography of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 557,235 | \n \u00a0 | \n \u00a0 | \n $ | \n 562,854 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 649 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 557,884 | \n \u00a0 | \n \u00a0 | \n $ | \n 563,629 | \n \u00a0 | \n
The Company\u2019s objective in managing capital is to ensure a sufficient liquidity position to safeguard the Company\u2019s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. In order to achieve this objective, the Company prepares a capital budget to manage its capital structure. The Company defines capital as borrowings, equity comprised of issued share capital, share-based payments, accumulated deficit, as well as funds borrowed from related parties.
Since inception, the Company has primarily financed its liquidity needs through the issuance of share capital and debt. The equity issuances are outlined in Note 13, debt modifications are outlined in Note 10, and debt financing are outlined in Note 12.
\u00a0
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 March 31, 2024. In the event that, in future periods, the Company\u2019s financial results are below levels required to maintain compliance with any of its covenants, the Company will assess and undertake appropriate corrective initiatives with a view to allowing it to continue to comply with its covenants. Other than these items related to loans payable, the Company is not subject to externally imposed capital requirements.
"}]},{"name":"rpt:f-927","factDimensions":{"xbrl:concept":"us-gaap:FinancialInstrumentsDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"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:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n At March 31, 2024 | \n \u00a0 | \n At December 31, 2023 | \n \u00a0 | \n ||||||||||||||||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n ||||||
Assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
Cash and cash equivalents | \n \u00a0 | \n $ | \n 22,664 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 22,241 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Restricted cash | \n \u00a0 | \n \u00a0 | \n 3,110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,106 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Assets | \n \u00a0 | \n $ | \n 25,774 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 25,347 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Liabilities | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
Contingent consideration payable | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,914 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,012 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,434 | \n \u00a0 | \n
Derivative liability | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,075 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,162 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 8,989 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,174 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,434 | \n \u00a0 | \n
\u00a0
There were no transfers between the levels of fair value hierarchy during the three months ended March 31, 2024.
The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below:
Level 1
Cash, cash equivalents, and restricted cash, net accounts receivable, accounts payable and accrued liabilities, and other current receivables and payables represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities.
Level 2
\u00a0
The following table summarizes the changes in the derivative liability for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2023 | \n \u00a0 | \n $ | \n 5,162 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n 983 | \n \u00a0 | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n (70 | \n ) | \n
Balance at March 31, 2024 | \n \u00a0 | \n $ | \n 6,075 | \n \u00a0 | \n
Warrant liability and conversion option
The Company's warrant liability consists of a detachable warrant issued through the private placement (Note 13), and a conversion option related to the convertible debenture offering (Note 12).
\u00a0
Detachable Warrants
The detachable warrants issued as a part of the June 2023 private placement (Note 13) have been measured at fair value as of March 31, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 64.6 | \n % | \n \u00a0 | \n \u00a0 | \n 74.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.03 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.23 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
\u00a0
\u00a0
Bifurcated conversion options
The conversion option issued as a part of the June and August 2023 private placement (Note 12) has been measured at fair value as of March 31, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 2.01 | \n \u00a0 | \n \u00a0 | \n $ | \n 2.01 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 72.1 | \n % | \n \u00a0 | \n \u00a0 | \n 70.1 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.59 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 2.23\u00a0- 2.34 | \n \u00a0 | \n \u00a0 | \n 2.48\u00a0- 2.59 | \n \u00a0 | \n
\u00a0
Contingent Consideration Payable
\u00a0
The fair value of the Peninsula Contingent Consideration was calculated using the Black-Scholes Model. Key inputs and assumptions were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.65 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.65 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 69.2 | \n % | \n \u00a0 | \n \u00a0 | \n 63.3 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n \u00a0 | \n \u00a0 | \n 4.73 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.99 | \n \u00a0 | \n
\u00a0
The fair value of the State Flower and The Apothecarium Contingent Considerations were calculated using the Black-Scholes Model. Key inputs and assumptions were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n January 19, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 70.0 | \n % | \n \u00a0 | \n \u00a0 | \n 68.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.38 | \n % | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.00 | \n \u00a0 | \n
The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n At March 31, 2024 | \n \u00a0 | \n At December 31, 2023 | \n \u00a0 | \n ||||||||||||||||||||
\u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n \u00a0 | \n Level 1 | \n \u00a0 | \n \u00a0 | \n Level 2 | \n \u00a0 | \n \u00a0 | \n Level 3 | \n \u00a0 | \n ||||||
Assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
Cash and cash equivalents | \n \u00a0 | \n $ | \n 22,664 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 22,241 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Restricted cash | \n \u00a0 | \n \u00a0 | \n 3,110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,106 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Assets | \n \u00a0 | \n $ | \n 25,774 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 25,347 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Liabilities | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
Contingent consideration payable | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,914 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,012 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,434 | \n \u00a0 | \n
Derivative liability | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,075 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,162 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 8,989 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,174 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,434 | \n \u00a0 | \n
The following table summarizes the changes in the derivative liability for the three months ended March 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2023 | \n \u00a0 | \n $ | \n 5,162 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n 983 | \n \u00a0 | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n (70 | \n ) | \n
Balance at March 31, 2024 | \n \u00a0 | \n $ | \n 6,075 | \n \u00a0 | \n
The detachable warrants issued as a part of the June 2023 private placement (Note 13) have been measured at fair value as of March 31, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 64.6 | \n % | \n \u00a0 | \n \u00a0 | \n 74.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.03 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.23 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-950","factDimensions":{"xbrl:concept":"us-gaap:WarrantsAndRightsOutstandingMeasurementInput","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"1.89","decimals":2}]},{"name":"rpt:f-951","factDimensions":{"xbrl:concept":"us-gaap:WarrantsAndRightsOutstandingMeasurementInput","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"1.63","decimals":2}]},{"name":"rpt:f-952","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice","xbrl:period":"2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"1.95","decimals":2}]},{"name":"rpt:f-953","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"1.95","decimals":2}]},{"name":"rpt:f-954","factDimensions":{"xbrl:concept":"tsndf:WarrantAnnualVolatility","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"0.646","decimals":3}]},{"name":"rpt:f-955","factDimensions":{"xbrl:concept":"tsndf:WarrantAnnualVolatility","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"0.747","decimals":3}]},{"name":"rpt:f-956","factDimensions":{"xbrl:concept":"tsndf:WarrantAnnualRiskFreeRate","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"0.0503","decimals":4}]},{"name":"rpt:f-957","factDimensions":{"xbrl:concept":"tsndf:WarrantAnnualRiskFreeRate","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"0.0423","decimals":4}]},{"name":"rpt:f-958","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"P1Y2M23D"}]},{"name":"rpt:f-959","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsidiarySaleOfStockAxis":"tsndf:DetachableWarrantsMember"},"factValues":[{"value":"P1Y5M23D"}]},{"name":"rpt:f-960","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:AwardTypeAxis":"tsndf:BifurcatedConversionOptionsMember"},"factValues":[{"value":"The conversion option issued as a part of the June and August 2023 private placement (Note 12) has been measured at fair value as of March 31, 2024. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 2.01 | \n \u00a0 | \n \u00a0 | \n $ | \n 2.01 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 72.1 | \n % | \n \u00a0 | \n \u00a0 | \n 70.1 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.59 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 2.23\u00a0- 2.34 | \n \u00a0 | \n \u00a0 | \n 2.48\u00a0- 2.59 | \n \u00a0 | \n
The fair value of the Peninsula Contingent Consideration was calculated using the Black-Scholes Model. Key inputs and assumptions were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.63 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.65 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.65 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 69.2 | \n % | \n \u00a0 | \n \u00a0 | \n 63.3 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n \u00a0 | \n \u00a0 | \n 4.73 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.99 | \n \u00a0 | \n
The fair value of the State Flower and The Apothecarium Contingent Considerations were calculated using the Black-Scholes Model. Key inputs and assumptions were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n \u00a0 | \n January 19, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 1.89 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 70.0 | \n % | \n \u00a0 | \n \u00a0 | \n 68.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 5.38 | \n % | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.00 | \n \u00a0 | \n
\u00a0
Legal proceedings
In the ordinary course of business, the Company is involved in a number of lawsuits incidental to its business, including litigation related to intellectual property, product liability, employment, and commercial matters. Although it is difficult to predict the ultimate outcome of these matters, management believes that any ultimate liability would not have a material adverse effect on the Company\u2019s Consolidated Balance Sheets or Consolidated Statements of Operations and Comprehensive Income (Loss). Other than as set out below, at March 31, 2024, there were no pending lawsuits that could reasonably be expected to have a material effect on the results of the Company\u2019s Consolidated Financial Statements, except for the proceedings described below.
Pure X Litigation
On August 9, 2023, AEY Capital LLC (\u201cAEY\u201d), a licensed subsidiary of TerrAscend, filed a lawsuit in Oakland County Circuit Court (the \"Oakland Court\") against Pure X, LLC (\u201cPure X\u201d) seeking damages in the amount of $14,969 (the \u201cAEY Claim\u201d). The AEY Claim alleges breach of contract, quantum meruit/unjust enrichment, account stated and statutory conversion. AEY\u2019s alleged damages are related to Pure X\u2019s failure to pay for various cannabis products sold by AEY. This matter is still pending. The Company has not recorded an additional receivable for this matter as of March 31, 2024.
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On April 30, 2024, the Company made a prepayment of the Ilera Term Loan of $3,200 at 100% to par.
"}]},{"name":"rpt:f-998","factDimensions":{"xbrl:concept":"us-gaap:RepaymentsOfLongTermDebt","xbrl:period":"2024-04-30T00:00:00/2024-05-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember","us-gaap:LongtermDebtTypeAxis":"tsndf:IleraTermLoanMember"},"factValues":[{"value":"3200000","decimals":-3}]},{"name":"rpt:f-999","factDimensions":{"xbrl:concept":"tsndf:PercentageOfPrepaymentPrice","xbrl:period":"2024-04-30T00:00:00/2024-05-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:SubsequentEventTypeAxis":"us-gaap:SubsequentEventMember","us-gaap:LongtermDebtTypeAxis":"tsndf:IleraTermLoanMember"},"factValues":[{"value":"1","decimals":2}]}]}}