Portions of the Registrant\u2019s definitive Proxy Statement (the \"Proxy Statement\") relating to the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K (this \u201cAnnual Report\u201d) where indicated. The Proxy Statement will be filed with the United States Securities and Exchange Commission (the \"SEC\") within 120 days of the Registrant\u2019s fiscal year ended December 31, 2024.
"}]},{"name":"rpt:f-76","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementProcessesForAssessingIdentifyingAndManagingThreatsTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Item 1C. Cybersecurity
Risk management and strategy
The Company has implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to its critical computer networks, third-party hosted services, communications systems, hardware and software, and its critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and patient data (\u201cInformation Systems and Data\u201d).
The Company\u2019s cybersecurity function, led by its Chief Information Officer (\u201cCIO\u201d) and Senior Director of Information Technology (\"IT\"), as well as its Enterprise Security Architect and third-party service providers, helps identify, assess, and manage the Company\u2019s cybersecurity threats and risks. The Company\u2019s CIO has over twenty-five years of technology leadership experience including infrastructure design and management, software development, system implementation, cybersecurity, and network design administration. The Company\u2019s CIO also has experience in data protection for systems and has supported a complex global public enterprise environment with operations in over 200 countries. The Company\u2019s Senior Director of IT has over 11 years of experience developing and leading healthcare solutions and has led the development in web and infrastructure design, serverless architecture, database integrations, SMS, mass-email and mass phone notification solutions and holds a Sarbanes-Oxley Act (SOX) certification. The Company's Enterprise Security Architect has over seven years of experience in assessing risk and protecting data in various technologies from client/server software to cloud based solutions and holds a Certified Information Systems Security Professional designation, a GIAC Certified Incident Handler Certification, and Sarbanes-Oxley Act (SOX) certifications. The Company\u2019s Senior Director of IT and the Enterprise Security Architect also have experience dealing directly with numerous cyber security threats, breaches, detection and containment activities and strategies under strict requirements and expectations for HIPAA covered entities. The Company\u2019s cybersecurity function works, in certain circumstances, in partnership with its managed security service provider (\u201cMSSP\u201d) and managed service provider (\u201cMSP\u201d) to help identify, assess, and respond to risks from cybersecurity threats, including by monitoring and evaluating its threat environment using various methods including, for example: manual tools, automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating the Company\u2019s and its industry\u2019s risk profile, evaluating certain threats reported to us, coordinating with law enforcement concerning certain threats, conducting internal and/or external audits, conducting threat assessments for certain internal and external threats, third-party threat assessments, conducting vulnerability assessments to identify vulnerabilities, and use of external intelligence feeds. The Company\u2019s Security Incident Response Team leverages a cybersecurity managed detection and response partner, which monitors certain of its endpoints, cloud infrastructure, and networks for irregular activity.
Depending on the environment and system, the Company implements and maintains various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats to its Information Systems and Data, including, for example: an incident response plan, incident detection and response measures, monitoring and response services, network and system access controls, physical security measures, an employee cybersecurity training program, dedicated cybersecurity personnel, asset management and recovery processes, encryption of certain data, segregation of certain data, implementation of security standards/certifications, a vendor risk management program, penetration testing, dark web monitoring, monthly environment risk reviews, external threat intelligence reports, regular digital infrastructure scans, internally reported threats, data back-up measures, and cybersecurity insurance.
The Company\u2019s assessment and management of material risks from cybersecurity threats are integrated into the Company\u2019s overall risk management processes. For example, cybersecurity risk is identified in the Company\u2019s risk register detailing certain known and potential risk items; the Company\u2019s IT operations department works with its MSSP/MSP vendor partners to review certain identified threats and its cybersecurity practices in an effort to prioritize and mitigate cybersecurity threats that are more likely to lead to a material impact on its business; and its CIO regularly presents to senior management, the Board and Audit Committee to evaluate material risks relative to its overall business objectives.
The Company uses third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats including, for example, managed cybersecurity service providers, cybersecurity software providers, penetration testing firms, threat intelligence service providers, cybersecurity consultants, dark web monitoring services, forensic investigators, and professional services firms, including legal counsel.
The Company uses third-party service providers to perform a variety of functions throughout its business, such as enterprise resource planning, point of sale, eCommerce, wholesale sales, application providers, and web hosting. The Company has a vendor management program to manage cybersecurity risks associated with its use of these providers. The Company's vendor management program includes completion of a cybersecurity questionnaire and review of the vendor's security program for certain vendors designed to help us evaluate the potential cybersecurity risks associated with its use of the vendor. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, its vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider and imposition of contractual obligations related to cybersecurity on the provider.
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see the risk factors under Item 1A. \"Risk Factors\" in this Annual Report, including \u201cThe Company (and the third parties with whom it works) faces physical security risks, as well as risks related to its information technology systems, data, potential cyber or phishing-attacks, and security incidents.\u201d
Governance
The Board addresses the Company\u2019s cybersecurity risk management as part of its general oversight function. The Company\u2019s Audit Committee is responsible for overseeing the Company\u2019s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
The Company's cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the CIO and the Senior Director of IT. The CIO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company\u2019s overall risk management strategy, and communicating key priorities to relevant personnel. The CIO is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the security management department, CIO, Chief Financial Officer (\u201cCFO\u201d), Chief Executive Officer (\u201cCEO\u201d) and others. The security management department, CIO, CFO, CEO, and others work with the Company\u2019s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company\u2019s incident response and vulnerability management processes includes reporting to the Board for certain cybersecurity incidents.
The Board receives regular reports from the CIO concerning the Company\u2019s significant cybersecurity threats and risks and the processes the Company has implemented to address them. These reports also include materials related to certain cybersecurity trends the Company has identified, potential cybersecurity threats and risk, and proposed mitigation measures.
The Company has implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to its critical computer networks, third-party hosted services, communications systems, hardware and software, and its critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and patient data (\u201cInformation Systems and Data\u201d).
The Company\u2019s cybersecurity function, led by its Chief Information Officer (\u201cCIO\u201d) and Senior Director of Information Technology (\"IT\"), as well as its Enterprise Security Architect and third-party service providers, helps identify, assess, and manage the Company\u2019s cybersecurity threats and risks. The Company\u2019s CIO has over twenty-five years of technology leadership experience including infrastructure design and management, software development, system implementation, cybersecurity, and network design administration. The Company\u2019s CIO also has experience in data protection for systems and has supported a complex global public enterprise environment with operations in over 200 countries. The Company\u2019s Senior Director of IT has over 11 years of experience developing and leading healthcare solutions and has led the development in web and infrastructure design, serverless architecture, database integrations, SMS, mass-email and mass phone notification solutions and holds a Sarbanes-Oxley Act (SOX) certification. The Company's Enterprise Security Architect has over seven years of experience in assessing risk and protecting data in various technologies from client/server software to cloud based solutions and holds a Certified Information Systems Security Professional designation, a GIAC Certified Incident Handler Certification, and Sarbanes-Oxley Act (SOX) certifications. The Company\u2019s Senior Director of IT and the Enterprise Security Architect also have experience dealing directly with numerous cyber security threats, breaches, detection and containment activities and strategies under strict requirements and expectations for HIPAA covered entities. The Company\u2019s cybersecurity function works, in certain circumstances, in partnership with its managed security service provider (\u201cMSSP\u201d) and managed service provider (\u201cMSP\u201d) to help identify, assess, and respond to risks from cybersecurity threats, including by monitoring and evaluating its threat environment using various methods including, for example: manual tools, automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating the Company\u2019s and its industry\u2019s risk profile, evaluating certain threats reported to us, coordinating with law enforcement concerning certain threats, conducting internal and/or external audits, conducting threat assessments for certain internal and external threats, third-party threat assessments, conducting vulnerability assessments to identify vulnerabilities, and use of external intelligence feeds. The Company\u2019s Security Incident Response Team leverages a cybersecurity managed detection and response partner, which monitors certain of its endpoints, cloud infrastructure, and networks for irregular activity.
Depending on the environment and system, the Company implements and maintains various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats to its Information Systems and Data, including, for example: an incident response plan, incident detection and response measures, monitoring and response services, network and system access controls, physical security measures, an employee cybersecurity training program, dedicated cybersecurity personnel, asset management and recovery processes, encryption of certain data, segregation of certain data, implementation of security standards/certifications, a vendor risk management program, penetration testing, dark web monitoring, monthly environment risk reviews, external threat intelligence reports, regular digital infrastructure scans, internally reported threats, data back-up measures, and cybersecurity insurance."}]},{"name":"rpt:f-78","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskProcessForInformingManagementOrCommitteesResponsibleTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company has implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to its critical computer networks, third-party hosted services, communications systems, hardware and software, and its critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and patient data (\u201cInformation Systems and Data\u201d).
"}]},{"name":"rpt:f-79","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementPositionsOrCommitteesResponsibleTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s cybersecurity function, led by its Chief Information Officer (\u201cCIO\u201d) and Senior Director of Information Technology (\"IT\"), as well as its Enterprise Security Architect and third-party service providers, helps identify, assess, and manage the Company\u2019s cybersecurity threats and risks. The Company\u2019s CIO has over twenty-five years of technology leadership experience including infrastructure design and management, software development, system implementation, cybersecurity, and network design administration."}]},{"name":"rpt:f-80","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementPositionsOrCommitteesResponsibleFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-81","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementExpertiseOfManagementResponsibleTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s CIO also has experience in data protection for systems and has supported a complex global public enterprise environment with operations in over 200 countries. The Company\u2019s Senior Director of IT has over 11 years of experience developing and leading healthcare solutions and has led the development in web and infrastructure design, serverless architecture, database integrations, SMS, mass-email and mass phone notification solutions and holds a Sarbanes-Oxley Act (SOX) certification. The Company's Enterprise Security Architect has over seven years of experience in assessing risk and protecting data in various technologies from client/server software to cloud based solutions and holds a Certified Information Systems Security Professional designation, a GIAC Certified Incident Handler Certification, and Sarbanes-Oxley Act (SOX) certifications. The Company\u2019s Senior Director of IT and the Enterprise Security Architect also have experience dealing directly with numerous cyber security threats, breaches, detection and containment activities and strategies under strict requirements and expectations for HIPAA covered entities. The Company\u2019s cybersecurity function works, in certain circumstances, in partnership with its managed security service provider (\u201cMSSP\u201d) and managed service provider (\u201cMSP\u201d) to help identify, assess, and respond to risks from cybersecurity threats, including by monitoring and evaluating its threat environment using various methods including, for example: manual tools, automated tools, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and actors, conducting scans of the threat environment, evaluating the Company\u2019s and its industry\u2019s risk profile, evaluating certain threats reported to us, coordinating with law enforcement concerning certain threats, conducting internal and/or external audits, conducting threat assessments for certain internal and external threats, third-party threat assessments, conducting vulnerability assessments to identify vulnerabilities, and use of external intelligence feeds. The Company\u2019s Security Incident Response Team leverages a cybersecurity managed detection and response partner, which monitors certain of its endpoints, cloud infrastructure, and networks for irregular activity."}]},{"name":"rpt:f-82","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementProcessesIntegratedTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s assessment and management of material risks from cybersecurity threats are integrated into the Company\u2019s overall risk management processes."}]},{"name":"rpt:f-83","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementProcessesIntegratedFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-84","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementPositionsOrCommitteesResponsibleReportToBoardFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-85","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskManagementThirdPartyEngagedFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-86","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskThirdPartyOversightAndIdentificationProcessesFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-87","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see the risk factors under Item 1A. \"Risk Factors\" in this Annual Report, including \u201cThe Company (and the third parties with whom it works) faces physical security risks, as well as risks related to its information technology systems, data, potential cyber or phishing-attacks, and security incidents.\u201d
"}]},{"name":"rpt:f-88","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskMateriallyAffectedOrReasonablyLikelyToMateriallyAffectRegistrantFlag","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-89","factDimensions":{"xbrl:concept":"cyd:CybersecurityRiskBoardOfDirectorsOversightTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Board addresses the Company\u2019s cybersecurity risk management as part of its general oversight function. The Company\u2019s Audit Committee is responsible for overseeing the Company\u2019s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
The Company's cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the CIO and the Senior Director of IT. The CIO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company\u2019s overall risk management strategy, and communicating key priorities to relevant personnel. The CIO is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
Our cybersecurity incident response and vulnerability management processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the security management department, CIO, Chief Financial Officer (\u201cCFO\u201d), Chief Executive Officer (\u201cCEO\u201d) and others. The security management department, CIO, CFO, CEO, and others work with the Company\u2019s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company\u2019s incident response and vulnerability management processes includes reporting to the Board for certain cybersecurity incidents.
The Board receives regular reports from the CIO concerning the Company\u2019s significant cybersecurity threats and risks and the processes the Company has implemented to address them. These reports also include materials related to certain cybersecurity trends the Company has identified, potential cybersecurity threats and risk, and proposed mitigation measures.
The Company's cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the CIO and the Senior Director of IT. The CIO is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company\u2019s overall risk management strategy, and communicating key priorities to relevant personnel. The CIO is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
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We have audited the accompanying consolidated balance sheets of TerrAscend Corp. (the \u201cCompany\u201d) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in shareholders\u2019 equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the \u201cconsolidated financial statements\u201d).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and 2023, and the results of its consolidated operations and its consolidated cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
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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 (the \"Controlled Substances Act\").
The Company operates under one reportable segment, which is the cultivation, production and sale of cannabis products.
The Company owns a portfolio of operating businesses, including:
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.
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(a)\tBasis of presentation and measurement and going concern
These consolidated financial statements as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 (the \u201cConsolidated Financial Statements\u201d) of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d).
The accompanying Consolidated Financial Statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
The Company previously concluded that substantial doubt existed as to its ability to continue as a going concern primarily due to the Company's current liabilities exceeding its current assets related to its loans maturing within the current year. During the year ended on December 31, 2024, the Company entered into a four-year $140,000 senior secured term loan which was
primarily used to retire a majority of the Company's loans coming due within the next year. See Note 10 for more information regarding the refinancing.
Following the retiring and financing of the Company\u2019s loans coming due within the next year, along with its ability to identify access to future capital, and continued improvement in cash flow from the Company's consolidated operations, management has determined that substantial doubt no longer exists in the Company's ability to continue as a going concern.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, (Gain) loss on disposal of fixed assets has been reclassified out of Impairment of property and equipment and right of use assets and into Other operating income on the Consolidated Statements of Operations and Comprehensive Loss.
(b)\tFunctional and presentation currency
All operations in the United States have a functional currency of the U.S dollar (\"USD\"). Canadian operations have a functional currency of Canadian dollars (\u201cCAD\u201d). The Company\u2019s presentation currency is in USD. All amounts are presented in USD unless otherwise specified. References to CAD are to Canadian dollars.
(c)\tBasis of consolidation
These Consolidated Financial Statements include the financial information of the Company. The Company consolidates legal entities in which it holds a controlling financial interest. The Company has a two-tier consolidation model: one focused on voting rights (the voting interest model) and the second focused on a qualitative analysis of power over significant activities and exposure to potentially significant losses or benefits (the variable interest model). All entities are first evaluated to determine whether they are variable interest entities (\u201cVIE\u201d). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model (\"VOE\").
Voting Interest Entities
A VOE is an entity in which (i) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (ii) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (iii) the entity is structured with substantive voting rights. The Company consolidates its Canadian operations under a VOE model based on the controlling financial interest obtained through Common Shares with substantive voting rights.
Variable Interest Entities
A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (i) the power to direct the activities of a VIE that most significantly impact the VIE\u2019s economic performance (power) and (ii) 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).
The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. For further information on VIEs, see Note 3.
All intercompany balances and transactions were eliminated on consolidation.
(d)\tCash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand at retail locations, demand deposits with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. Restricted cash consists of cash held with financial institutions which are subject to certain withdrawal restrictions.
(e)\tAccounts Receivable
Accounts receivable are recorded net of current expected credit losses. The Company estimates current expected credit losses based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances.
(f)\tInventory
Inventories of harvested and purchased finished goods as well as packaging materials are valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the reasonably predictable costs of completion, disposal and transportation. The direct and indirect costs of inventory include materials, labor and depreciation expense on property and equipment involved in packaging, labeling and inspection. Inventories are generally maintained with the weighted average cost method. Amortization of acquired cannabis production licenses as well as royalties paid relating to the production of inventory are also considered to be indirect costs of inventory. All direct and indirect costs related to inventory are capitalized as they are incurred and they are subsequently recorded within cost of sales on the Consolidated Statements of Operations and Comprehensive Loss at the time cannabis is sold.
Products for resale and supplies and consumables are valued at the lower of cost or net realizable value. The Company reviews inventory for obsolete, redundant, and slow-moving goods, and any such inventories are written down to net realizable value.
(g)\tProperty and equipment and long-lived assets held for sale
Property and equipment is measured at cost, including capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:
| \n | \n |
Buildings and improvements | \n 15-30\u00a0years | \n
Land | \n Not depreciated | \n
Machinery & equipment | \n 5-15\u00a0years | \n
Office furniture & production equipment | \n 3-5\u00a0years | \n
Right of use assets | \n |
Assets in process | \n Not depreciated | \n
Assets in process are transferred to the appropriate asset type when available for use and depreciation of the assets commences at that point.
The Company classifies assets and liabilities (the \"disposal group\") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Long-lived assets held for sale are recorded at the lower of their carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation on these assets.
An asset\u2019s residual value, useful life and depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive Loss.
The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its property and equipment.
The Company capitalizes interest and borrowing costs on significant qualifying capital construction projects. Upon the asset becoming available for use, capitalization of borrowing costs ceases, and depreciation commences on a straight-line basis over the estimated useful life of the related asset.
(h)\tLeases
Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified assets. The majority of the Company\u2019s leases are operating leases used primarily for corporate offices, retail
dispensaries, and cultivation and manufacturing facilities. The remaining operating lease periods range from 1 to 24 years. Additionally, the Company has one finance lease at December 31, 2024 and two finance leases at December 31, 2023 The remaining lease period for the finance lease is less than one year.
The Company\u2019s leases include fixed payments, as well as in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of common area maintenance, operating expenses, and real estate taxes applicable to the property. Variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. Any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense over the term of the lease. None of the Company\u2019s lease agreements contain residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is a lease at the inception of the contract. Lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use. The right-of-use (\u201cROU\u201d) asset is measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, and initial direct costs. For operating leases, right-of-use assets are reduced over the lease term by the straight-line expense recognized, less the amount of accretion of the lease liability determined by using the effective interest rate method. Finance leases are included in property and equipment in the Company's Consolidated Balance Sheets.
Operating lease expense is recognized on a straight-line basis over the term of the lease and is included in cost of sales and general and administrative expense in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss. Finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the lease asset, and interest expense, which is recognized following an effective interest rate method and is included in finance and other expenses in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss.
The majority of the Company\u2019s leases do not provide an implicit rate that can be easily determined. Therefore, the Company applies its incremental borrowing rate to the lease based on the information available at the commencement date (see Note 11).
Certain leases include one or more options to renew or terminate the lease at the Company\u2019s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purposes.
The Company evaluates its ROU assets for impairment consistent with its impairment of long-lived assets. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its right-of-use assets.
In some instances, the Company subleases excess office space to third-party tenants. The Company, as sublessor, continues to account for the head lease. If the lease cost for the term of the sublease exceeds the Company\u2019s anticipated sublease income for the same period, this indicates that the ROU asset associated with the head lease should be assessed for impairment under the long-lived asset impairment provisions. Sublease income is included in Finance (expense) income in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss.
The Company accounts for non-lease and lease components to which they relate as a single lease component. Additionally, the Company recognized lease payments under short-term leases with an initial term of twelve months or less, as well as low value assets, as an expense on a straight-line basis over the lease term without recognizing the lease liability and ROU asset.
(i)\tGoodwill
Goodwill is recorded at the time of acquisition and represents the excess of the aggregate consideration paid for an acquisition over the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization and is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they might be impaired. See \u2013 Impairment of goodwill and intangible assets information within this note for detailed information on the Company\u2019s impairment assessment of its goodwill and intangible assets.
(j) Intangible assets
Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis
over the assets\u2019 estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed annually and any changes in estimates are accounted for prospectively. Amortization is calculated on a straight-line basis over the following terms:
| \n | \n |
Brand intangibles - indefinite lives | \n Indefinite useful lives | \n
Brand intangibles - definite lives | \n 3\u00a0years | \n
Software | \n 5\u00a0years | \n
Licenses | \n 15-30 years | \n
Non-compete agreements | \n 3\u00a0years | \n
Licenses relating to cultivation and dispensaries are amortized using a useful life consistent with the property and equipment to which they relate.
Intangible assets that have indefinite useful lives, which include brand names, are not subject to amortization but the carrying value is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they may be impaired. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its goodwill and intangible assets.
(k)\tImpairment of indefinite lived intangible assets and goodwill
The Company operates as one reportable segment. For the purposes of testing goodwill, the Company has identified six reporting units. The Company analyzed its reporting units by first reviewing the operating statements based on the jurisdictions in which the Company conducts business (or each market).
Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying amount has been impaired. The Company has the option to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying value, a quantitative fair value test is performed. If the carrying value of the reporting unit exceeds the estimated fair value, a goodwill impairment charge is recorded.
Indefinite lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite lived intangible assets are recognized based on a comparison of the fair value of the asset to its carrying value.
(l)\tImpairment of long-lived assets and definite lived intangible assets
The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU assets, and definite lived intangible assets, based on whether events or changes in circumstances indicate that the carrying value of the asset, or asset group, may not be recoverable.
When the Company determines that the carrying value of the long-lived asset may not be recoverable based upon the existence of one or more indicators, the assets are assessed for impairment based on the estimate of future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted cash flows are less than the carrying value, the Company measures the fair value of the asset group. In certain circumstances, an appraisal was obtained to determine the fair value of certain long-lived assets. If the carrying value of an asset group exceeds its fair value, an impairment loss is recorded for the excess of the asset group\u2019s carrying value over its estimated fair value.
(m)\tRevenue recognition
Revenue is recognized by the Company in accordance with ASU 2014-09 Revenue from Contracts with Customers (Topic 606). The standard requires sales to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps: i) identify the contract with a customer; ii) identify the
performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligations in the contract; and v) recognize sales when (or as) the entity satisfies a performance obligation.
Revenues consist of wholesale and retail sales, which are recognized when control of the goods has transferred to the purchaser and the collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligations have been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue for wholesale sales for a fixed price is recognized upon delivery to the customer. Sales are recorded net of returns and discounts and incentives, but inclusive of freight. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company\u2019s credit policy. All shipping and handling activities are performed before the customers obtain control of products and are accounted for as cost of sales.
From time to time, the Company enters into sales agreements with suppliers pursuant to which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under Accounting Standards Codification (\"ASC\") 845, Nonmonetary Transactions.
Local authorities will often impose excise or cultivation taxes on the sale or production of cannabis products. Excise and cultivation taxes are effectively a production tax which become payable when a cannabis product is delivered to the customer and are not directly related to the value of sales. The Company has made a policy election to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the Company from a customer. Therefore, the net revenue on the Consolidated Statements of Operations and Comprehensive Loss is netted for any excise or cultivation taxes.
(n)\tBusiness combinations
The Company accounts for business combinations using the acquisition method when control is obtained by the Company (see Note 2(c)). The Company measures the consideration transferred, the assets acquired, and the liabilities assumed in a business combination at their acquisition-date fair values. Acquisition related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received, except for the costs to issue debt or equity securities which are recognized according to specific requirements. The excess of the consideration transferred to obtain control, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed, is recognized as goodwill as of the acquisition date.
Contingent consideration for a business combination is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is measured at subsequent reporting dates at fair value with the corresponding gain or loss being recognized in profit or loss.
If the acquiree\u2019s former owners contractually indemnify the Company for a particular uncertainty, an indemnification asset is recognized on a basis that matches the indemnified item, subject to the contractual provisions or any collectability considerations.
(o)\tInvestments
The majority of the Company's investments are initially recorded at cost. Management assesses investments for impairment on an annual basis, or when events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.
(p)\tNon-controlling interests
Non-controlling interests (\u201cNCI\u201d) represents equity interests owned by outside parties. NCI is initially measured at fair value as of the acquisition date (see Note 2z(vii)).
(q)\tIncome taxes
Income tax expense, consisting of current and deferred tax expense, is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates
enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Internal Revenue Service (the \"IRS\") has taken the position that cannabis companies are subject to the limits of Section 280E of the Internal Revenue Code of 1986, as amended (the \"Code\"), under which they are only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company has taken the position that it does not owe taxes attributable to the application of Section 280E the Code. This position is treated as an unrecognized tax benefit, and is recorded on the Consolidated Balance Sheets as a liability on uncertain tax position and other long term liabilities.
(r)\tShare capital
Common Shares
Common Shares are classified as equity. The proceeds from the exercise of stock options and warrants are recorded as share capital. Incremental costs directly attributable to the issuance of Common Shares are recognized as a deduction from equity.
Equity units
Equity units are comprised of Common Shares and one-half warrants. Warrants issued during the year are classified as liabilities. The proceeds are allocated first to warrants based on their fair value, measured using the Black-Scholes Option Pricing Model (the \"Black-Scholes Model\"), and the residual is allocated to Common Shares.
Treasury Stock
Repurchases of Common Shares are accounted for at cost and are included as a component of shareholders\u2019 equity in the Consolidated Balance Sheets. The Common Shares are then canceled in subsequent transactions.
(s)\tShare-based compensation
The Company has a stock option plan in place (the \"Stock Option Plan\"). The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates such as the expected term of the award, volatility of the future price of the Common Shares, risk free rates, and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. Forfeitures are accounted for as they occur rather than estimating for them at the grant date.
Upon exercise of stock options and warrants that are classified as equity, any historical fair value in the warrants and share-based compensation reserve is allocated to additional paid in capital. Amounts recorded for expired unexercised stock options and warrants are transferred to deficit in the year of expiration.
The fair value of restricted share units is based on the closing price of the Company\u2019s stock as of the grant date. Compensation expense is recognized on a straight-line basis, by amortizing the grant date fair value over the vesting period.
(t)\tConvertible instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.
The Company issued convertible debentures with detachable share purchase warrants at various times to raise capital to expand its business and support general corporate needs. The convertible instruments also included embedded derivatives in the form of conversion features and put options. Management evaluated the convertible debentures to determine the proper accounting and whether the embedded derivatives required bifurcation from the host instrument.
In accordance with ASC 815, Derivatives and Hedging, the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. The proceeds are allocated first to the conversion option based on its fair value, measured using the Black-Scholes Model, and the residual was allocated to the host instrument and recorded as convertible debt at amortized cost.
(u)\tConvertible preferred stock and detachable warrants
The Company evaluates convertible preferred stock in accordance with ASC 470-20-35-7, Debt with Conversion and Other Options. The preferred shares in the capital of the Company (the \"Preferred Shares\") are convertible into Common Shares at a conversion ratio of one Preferred Share for 1,000 Common Shares. All series of Preferred Shares are classified as shareholders\u2019 equity in the Company\u2019s Consolidated Balance Sheets. The fair value of the related Preferred Shares is based on the closing price of the Common Shares on the day of issuance of the Preferred Shares.
Included in the issuance were detachable warrants to purchase Preferred Shares. The detachable purchase warrants were evaluated for equity or liability classification and were determined to meet liability classification. The warrants are legally detachable and separately exercisable from the Preferred Shares.
(v)\tWarrant liability
The Company may issue Common Share warrants with debt, equity or as a standalone financing instrument that is recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the Consolidated Balance Sheets, and remeasured on each reporting date with changes recorded in the Company's Consolidated Statements of Operations and Comprehensive Loss.
(w)\t Embedded derivative liabilities
The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with ASC 815, Derivatives and Hedging. Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date.
(x)\t(Loss) earnings per share
The Company presents basic and diluted (loss) earnings per share data for its ordinary shares. Basic (loss) earnings per share is calculated using the treasury stock method, by dividing the (loss) income attributable to holders of Common Shares and proportionate voting shares in the capital of the Company (\"Proportionate Voting Shares\") by the weighted average number of Common Shares and Proportionate Voting Shares outstanding during the period. Contingently issuable shares (including shares held in escrow) are not considered outstanding Common Shares and consequently are not included in the (loss) earnings per share calculations. The Company has the following categories of potentially dilutive Common Share equivalents: RSUs (as defined below), stock options, warrants, Preferred Shares, non-participating non-voting exchangeable shares in the capital of the Company (\"Exchangeable Shares\") and convertible debentures.
In order to determine diluted (loss) earnings per share, it is assumed that any proceeds from the exercise of dilutive instruments would be used to repurchase Common Shares at the average market price during the period. The Company also considers all outstanding convertible securities, such as the Preferred Shares, convertible debentures, and outstanding Exchangeable Shares as if such instruments were converted into Common Shares.
Diluted (loss) earnings per share is determined by adjusting the (loss) income attributable to common shareholders and the weighted average number of Common Shares and Proportionate Voting Shares outstanding, adjusted for the effects of all dilutive potential Common Shares and Proportionate Voting Shares. Proportionate Voting Shares are converted to their
Common Share equivalent of one thousand Common Shares for every one Proportionate Voting Share for the purposes of calculating basic and diluted (loss) earnings per share. In a period of losses, all of the potentially dilutive Common Share equivalents are excluded in the determination of dilutive net loss per share because their effect is antidilutive. During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, no potentially dilutive Common Share equivalents were included in the computation of diluted loss per share because their impact would have been anti-dilutive.
(y)\tDiscontinued operations
The Company deems it appropriate to classify a part of the business as discontinued operations if the related disposal group meets all of the following criteria: (i) the disposal group is a component of the Company, (ii) the component meets the held-for-sale criteria, and (iii) the disposal of the component represents a strategic shift that has a major effect on the Company's operations and financial results. A disposal group that represents a strategic shift to the Company is reflected as discontinued operations on the Consolidated Statements of Operations and Comprehensive Loss and prior periods are recast to reflect the earnings or losses as income from discontinued operations.
TerrAscend Canada is a cannabis retailer in Ontario, Canada. TerrAscend Canada operates the Company's a majority-owned Cookies Canada dispensary in Toronto, Ontario, Canada. TerrAscend Canada was previously a Licensed Producer (as such term is defined in the Cannabis Act) of cannabis until the Company commenced an optimization of its operations in Canada, whereby the Company reduced its manufacturing footprint in order to focus on its Canadian retail business. The Company ceased operations at TerrAscend Canada's manufacturing facility during the three months ended December 31, 2022.
All prior year amounts from discontinued operations have been reclassified for consistency with the current year presentation.
(z)\tUse of significant estimates and judgments
The preparation of the Company\u2019s Consolidated Financial Statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Management has applied significant estimates and judgments related to the following:
The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The future realization of these inventories may be affected by market-driven changes that may reduce future selling prices. A change to these assumptions could impact the Company\u2019s inventory valuation and gross profit.
The impact of inventory reserves is reflected in cost of sales.
From time to time, the Company partakes in sales agreements with suppliers in which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under ASC 845, Nonmonetary Transactions, which requires management judgment to determine if the transaction has commercial substance.
In calculating share-based compensation expense, key estimates are used such as the expected term of the award, the volatility of the Company\u2019s stock price, and the risk-free interest rate.
The Company calculates the fair value of warrants issued and contingent consideration from business combinations using key estimates, including stock price volatility and the risk-free interest rate. The Company exercises judgment in selecting valuation methods and performing fair value calculations, both at the initial measurement upon issuance or acquisition and during subsequent recurring remeasurements.
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company generating future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in classifying transactions and assessing probable outcomes of tax positions taken, and in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. It is possible, however, that at some future date, an additional liability could result from audits by taxing authorities.
The Company assesses goodwill, intangible assets, and long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Goodwill and indefinite-lived intangible assets are tested for impairment annually, while finite-lived intangible assets and long-lived assets are evaluated whenever indicators of impairment exist. The Company\u2019s impairment loss calculation contains significant estimates and assumptions while applying judgment to qualitative factors as well as estimating future cash flows and asset fair values, including forecasting projected financial information and selecting the discount rate that reflects the risk inherent in future cash flows.
Classification of an acquisition as a business combination or an asset acquisition depends on whether the asset acquired constitutes a business, which can be a complex judgment. The Company has determined that its acquisitions in Note 5 are business combinations under ASC, 805 Business Combinations.
In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. If any intangible assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, the Company may utilize an independent external valuation expert to develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.
Lease payments are discounted using the rate implicit in the lease if that rate is readily available. If that rate cannot be easily determined, the lessee is required to use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company estimates it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company calculates its incremental borrowing rate as the interest rate the Company would pay to borrow funds necessary to obtain an asset of similar value over similar
terms taking into consideration the economic factors and the credit risk rating at the commencement date of the lease.
When determining the appropriate basis of accounting for the Company\u2019s interests in affiliates, the Company makes judgments about the degree of influence that it exerts directly or through an arrangement over the investees\u2019 relevant activities.
The Employee Retention Tax Credit (\"ERC\"), introduced under the Coronavirus Aid, Relief, and Economic Security Act (\"CARES Act\"), provided refundable tax credits to eligible businesses affected by COVID-19-related shutdowns or revenue declines from March 13, 2020, to December 31, 2021. The Company elected to account for the ERC as a government grant under International Accounting Standard (\"IAS\") 20, Accounting for Government Grants and Disclosure of Government Assistance, due to limited applicable U.S. GAAP guidance. The collectability of the ERC requires significant judgment, including an assessment of eligibility. No formal determination has been made regarding the Company\u2019s eligibility to receive the ERC, and there remains a risk that a regulatory determination could deem the Company ineligible, potentially impacting amounts previously recognized.
The Company consolidates legal entities in which it holds a controlling financial interest. Determining whether it has a controlling financial interest in VIE is subject to significant judgment and estimates. There is inherent uncertainty in evaluating who has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. Our considerations include, but are not limited to, voting interests of the VIE, management, service and other agreements with the VIE, involvement in the VIE\u2019s initial design and the existence of explicit or implicit financial guarantees. Management has applied significant judgment when evaluating the facts and circumstances of the VIE (see Note 3).
Management determines the current expected credit losses by evaluating individual receivable balances along with the consideration of other financial and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the balance sheet date.
(aa) New standards, amendments and interpretations adopted
(ab) New standards, amendments and interpretations not yet adopted
(a)\tBasis of presentation and measurement and going concern
These consolidated financial statements as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 (the \u201cConsolidated Financial Statements\u201d) of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (\u201cGAAP\u201d).
The accompanying Consolidated Financial Statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
The Company previously concluded that substantial doubt existed as to its ability to continue as a going concern primarily due to the Company's current liabilities exceeding its current assets related to its loans maturing within the current year. During the year ended on December 31, 2024, the Company entered into a four-year $140,000 senior secured term loan which was
primarily used to retire a majority of the Company's loans coming due within the next year. See Note 10 for more information regarding the refinancing.
Following the retiring and financing of the Company\u2019s loans coming due within the next year, along with its ability to identify access to future capital, and continued improvement in cash flow from the Company's consolidated operations, management has determined that substantial doubt no longer exists in the Company's ability to continue as a going concern.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, (Gain) loss on disposal of fixed assets has been reclassified out of Impairment of property and equipment and right of use assets and into Other operating income on the Consolidated Statements of Operations and Comprehensive Loss.
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All operations in the United States have a functional currency of the U.S dollar (\"USD\"). Canadian operations have a functional currency of Canadian dollars (\u201cCAD\u201d). The Company\u2019s presentation currency is in USD. All amounts are presented in USD unless otherwise specified. References to CAD are to Canadian dollars.
"}]},{"name":"rpt:f-631","factDimensions":{"xbrl:concept":"us-gaap:ConsolidationPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(c)\tBasis of consolidation
These Consolidated Financial Statements include the financial information of the Company. The Company consolidates legal entities in which it holds a controlling financial interest. The Company has a two-tier consolidation model: one focused on voting rights (the voting interest model) and the second focused on a qualitative analysis of power over significant activities and exposure to potentially significant losses or benefits (the variable interest model). All entities are first evaluated to determine whether they are variable interest entities (\u201cVIE\u201d). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model (\"VOE\").
Voting Interest Entities
A VOE is an entity in which (i) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (ii) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (iii) the entity is structured with substantive voting rights. The Company consolidates its Canadian operations under a VOE model based on the controlling financial interest obtained through Common Shares with substantive voting rights.
Variable Interest Entities
A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (i) the power to direct the activities of a VIE that most significantly impact the VIE\u2019s economic performance (power) and (ii) 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).
The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. For further information on VIEs, see Note 3.
All intercompany balances and transactions were eliminated on consolidation.
"}]},{"name":"rpt:f-632","factDimensions":{"xbrl:concept":"us-gaap:CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(d)\tCash, cash equivalents and restricted cash
Cash and cash equivalents include cash on hand at retail locations, demand deposits with financial institutions and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. Cash held in money market investments are carried at fair value, cash held in financial institutions and cash held at retail locations have carrying values that approximate fair value. Restricted cash consists of cash held with financial institutions which are subject to certain withdrawal restrictions.
"}]},{"name":"rpt:f-633","factDimensions":{"xbrl:concept":"us-gaap:ReceivablesPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(e)\tAccounts Receivable
Accounts receivable are recorded net of current expected credit losses. The Company estimates current expected credit losses based on existing contractual payment terms, actual payment patterns of its customers and individual customer circumstances.
"}]},{"name":"rpt:f-634","factDimensions":{"xbrl:concept":"us-gaap:InventoryPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(f)\tInventory
Inventories of harvested and purchased finished goods as well as packaging materials are valued at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the reasonably predictable costs of completion, disposal and transportation. The direct and indirect costs of inventory include materials, labor and depreciation expense on property and equipment involved in packaging, labeling and inspection. Inventories are generally maintained with the weighted average cost method. Amortization of acquired cannabis production licenses as well as royalties paid relating to the production of inventory are also considered to be indirect costs of inventory. All direct and indirect costs related to inventory are capitalized as they are incurred and they are subsequently recorded within cost of sales on the Consolidated Statements of Operations and Comprehensive Loss at the time cannabis is sold.
Products for resale and supplies and consumables are valued at the lower of cost or net realizable value. The Company reviews inventory for obsolete, redundant, and slow-moving goods, and any such inventories are written down to net realizable value.
"}]},{"name":"rpt:f-635","factDimensions":{"xbrl:concept":"tsndf:PropertyAndEquipmentAndLongLivedAssetsHeldForSalePolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(g)\tProperty and equipment and long-lived assets held for sale
Property and equipment is measured at cost, including capitalized borrowing costs, less accumulated depreciation and impairment losses. Ordinary repairs and maintenance are expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:
| \n | \n |
Buildings and improvements | \n 15-30\u00a0years | \n
Land | \n Not depreciated | \n
Machinery & equipment | \n 5-15\u00a0years | \n
Office furniture & production equipment | \n 3-5\u00a0years | \n
Right of use assets | \n |
Assets in process | \n Not depreciated | \n
Assets in process are transferred to the appropriate asset type when available for use and depreciation of the assets commences at that point.
The Company classifies assets and liabilities (the \"disposal group\") as held for sale in the period when all of the relevant criteria to be classified as held for sale are met. Long-lived assets held for sale are recorded at the lower of their carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period during which the held for sale criteria is met. The Company discontinues depreciation on these assets.
An asset\u2019s residual value, useful life and depreciation method are reviewed annually, or when events or circumstances indicate that the current estimate or depreciation method are no longer applicable. Changes are adjusted prospectively if appropriate. Gains and losses on disposal of an asset are determined by comparing the proceeds from disposal with the carrying amount of the items and are recognized in the Consolidated Statements of Operations and Comprehensive Loss.
The Company evaluates the recoverability of property and equipment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its property and equipment.
The Company capitalizes interest and borrowing costs on significant qualifying capital construction projects. Upon the asset becoming available for use, capitalization of borrowing costs ceases, and depreciation commences on a straight-line basis over the estimated useful life of the related asset.
"}]},{"name":"rpt:f-636","factDimensions":{"xbrl:concept":"tsndf:PropertyPlantAndEquipmentEstimatedUsefulLifeTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":" Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:\n| \n | \n |
Buildings and improvements | \n 15-30\u00a0years | \n
Land | \n Not depreciated | \n
Machinery & equipment | \n 5-15\u00a0years | \n
Office furniture & production equipment | \n 3-5\u00a0years | \n
Right of use assets | \n |
Assets in process | \n Not depreciated | \n
(h)\tLeases
Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified assets. The majority of the Company\u2019s leases are operating leases used primarily for corporate offices, retail
dispensaries, and cultivation and manufacturing facilities. The remaining operating lease periods range from 1 to 24 years. Additionally, the Company has one finance lease at December 31, 2024 and two finance leases at December 31, 2023 The remaining lease period for the finance lease is less than one year.
The Company\u2019s leases include fixed payments, as well as in some cases, scheduled base rent increases over the term of the lease. Certain leases require variable payments of common area maintenance, operating expenses, and real estate taxes applicable to the property. Variable payments are excluded from the measurements of lease liabilities and are expensed as incurred. Any tenant improvement allowances received from the lessor are recorded as a reduction to rent expense over the term of the lease. None of the Company\u2019s lease agreements contain residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is a lease at the inception of the contract. Lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use. The right-of-use (\u201cROU\u201d) asset is measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, and initial direct costs. For operating leases, right-of-use assets are reduced over the lease term by the straight-line expense recognized, less the amount of accretion of the lease liability determined by using the effective interest rate method. Finance leases are included in property and equipment in the Company's Consolidated Balance Sheets.
Operating lease expense is recognized on a straight-line basis over the term of the lease and is included in cost of sales and general and administrative expense in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss. Finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the lease asset, and interest expense, which is recognized following an effective interest rate method and is included in finance and other expenses in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss.
The majority of the Company\u2019s leases do not provide an implicit rate that can be easily determined. Therefore, the Company applies its incremental borrowing rate to the lease based on the information available at the commencement date (see Note 11).
Certain leases include one or more options to renew or terminate the lease at the Company\u2019s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purposes.
The Company evaluates its ROU assets for impairment consistent with its impairment of long-lived assets. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its right-of-use assets.
In some instances, the Company subleases excess office space to third-party tenants. The Company, as sublessor, continues to account for the head lease. If the lease cost for the term of the sublease exceeds the Company\u2019s anticipated sublease income for the same period, this indicates that the ROU asset associated with the head lease should be assessed for impairment under the long-lived asset impairment provisions. Sublease income is included in Finance (expense) income in the Company\u2019s Consolidated Statements of Operations and Comprehensive Loss.
The Company accounts for non-lease and lease components to which they relate as a single lease component. Additionally, the Company recognized lease payments under short-term leases with an initial term of twelve months or less, as well as low value assets, as an expense on a straight-line basis over the lease term without recognizing the lease liability and ROU asset.
"}]},{"name":"rpt:f-644","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","srt:RangeAxis":"srt:MinimumMember"},"factValues":[{"value":"P1Y"}]},{"name":"rpt:f-645","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseTermOfContract","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P24Y"}]},{"name":"rpt:f-646","factDimensions":{"xbrl:concept":"tsndf:NumberOfLesseeFinanceLease","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Leases"},"factValues":[{"value":"1"}]},{"name":"rpt:f-647","factDimensions":{"xbrl:concept":"tsndf:NumberOfLesseeFinanceLease","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Leases"},"factValues":[{"value":"2"}]},{"name":"rpt:f-648","factDimensions":{"xbrl:concept":"us-gaap:LesseeFinanceLeaseTermOfContract1","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"P1Y"}]},{"name":"rpt:f-649","factDimensions":{"xbrl:concept":"tsndf:LesseeFinanceLeaseOptionToExtendAndTerminate","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Certain leases include one or more options to renew or terminate the lease at the Company\u2019s discretion. The Company regularly evaluates lease renewal and termination options and, when they are reasonably certain of the exercise of the option to renew or terminate a lease, incorporates the renewal or termination term for accounting purposes. "}]},{"name":"rpt:f-650","factDimensions":{"xbrl:concept":"us-gaap:LesseeFinanceLeaseExistenceOfOptionToExtend","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-651","factDimensions":{"xbrl:concept":"us-gaap:LesseeFinanceLeaseExistenceOfOptionToTerminate","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"true"}]},{"name":"rpt:f-652","factDimensions":{"xbrl:concept":"us-gaap:GoodwillAndIntangibleAssetsGoodwillPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(i)\tGoodwill
Goodwill is recorded at the time of acquisition and represents the excess of the aggregate consideration paid for an acquisition over the fair value of the net tangible and intangible assets acquired. Goodwill is not subject to amortization and is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they might be impaired. See \u2013 Impairment of goodwill and intangible assets information within this note for detailed information on the Company\u2019s impairment assessment of its goodwill and intangible assets.
"}]},{"name":"rpt:f-653","factDimensions":{"xbrl:concept":"us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(j) Intangible assets
Intangible assets are recorded at cost less accumulated amortization and impairment losses, if any. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Amortization is provided on a straight-line basis
over the assets\u2019 estimated useful lives, which do not exceed the contractual period, if any. The estimated useful lives, residual values and amortization methods are reviewed annually and any changes in estimates are accounted for prospectively. Amortization is calculated on a straight-line basis over the following terms:
| \n | \n |
Brand intangibles - indefinite lives | \n Indefinite useful lives | \n
Brand intangibles - definite lives | \n 3\u00a0years | \n
Software | \n 5\u00a0years | \n
Licenses | \n 15-30 years | \n
Non-compete agreements | \n 3\u00a0years | \n
Licenses relating to cultivation and dispensaries are amortized using a useful life consistent with the property and equipment to which they relate.
Intangible assets that have indefinite useful lives, which include brand names, are not subject to amortization but the carrying value is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that they may be impaired. See \u2013 Impairment of long-lived assets information within this note for detailed information on the Company\u2019s impairment assessment of its goodwill and intangible assets.
"}]},{"name":"rpt:f-654","factDimensions":{"xbrl:concept":"tsndf:IndefiniteAndDefiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Amortization is calculated on a straight-line basis over the following terms: \n| \n | \n |
Brand intangibles - indefinite lives | \n Indefinite useful lives | \n
Brand intangibles - definite lives | \n 3\u00a0years | \n
Software | \n 5\u00a0years | \n
Licenses | \n 15-30 years | \n
Non-compete agreements | \n 3\u00a0years | \n
(k)\tImpairment of indefinite lived intangible assets and goodwill
The Company operates as one reportable segment. For the purposes of testing goodwill, the Company has identified six reporting units. The Company analyzed its reporting units by first reviewing the operating statements based on the jurisdictions in which the Company conducts business (or each market).
Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying amount has been impaired. The Company has the option to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying value, a quantitative fair value test is performed. If the carrying value of the reporting unit exceeds the estimated fair value, a goodwill impairment charge is recorded.
Indefinite lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite lived intangible assets are recognized based on a comparison of the fair value of the asset to its carrying value.
"}]},{"name":"rpt:f-661","factDimensions":{"xbrl:concept":"us-gaap:NumberOfOperatingSegments","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Segment"},"factValues":[{"value":"1"}]},{"name":"rpt:f-662","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportingUnits","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Reportingunit"},"factValues":[{"value":"6","decimals":0}]},{"name":"rpt:f-663","factDimensions":{"xbrl:concept":"us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(l)\tImpairment of long-lived assets and definite lived intangible assets
The Company evaluates the recoverability of long-lived assets, including property and equipment, ROU assets, and definite lived intangible assets, based on whether events or changes in circumstances indicate that the carrying value of the asset, or asset group, may not be recoverable.
When the Company determines that the carrying value of the long-lived asset may not be recoverable based upon the existence of one or more indicators, the assets are assessed for impairment based on the estimate of future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted cash flows are less than the carrying value, the Company measures the fair value of the asset group. In certain circumstances, an appraisal was obtained to determine the fair value of certain long-lived assets. If the carrying value of an asset group exceeds its fair value, an impairment loss is recorded for the excess of the asset group\u2019s carrying value over its estimated fair value.
"}]},{"name":"rpt:f-664","factDimensions":{"xbrl:concept":"us-gaap:RevenueRecognitionPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(m)\tRevenue recognition
Revenue is recognized by the Company in accordance with ASU 2014-09 Revenue from Contracts with Customers (Topic 606). The standard requires sales to be recognized in a manner that depicts the transfer of promised goods or services to a customer and at an amount that reflects the consideration expected to be received in exchange for transferring those goods or services. This is achieved by applying the following five steps: i) identify the contract with a customer; ii) identify the
performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligations in the contract; and v) recognize sales when (or as) the entity satisfies a performance obligation.
Revenues consist of wholesale and retail sales, which are recognized when control of the goods has transferred to the purchaser and the collectability is reasonably assured. This is generally when goods have been delivered, which is also when the performance obligations have been fulfilled under the terms of the related sales contract. Revenue from retail sales of cannabis to customers for a fixed price is recognized when the Company transfers control of the goods to the customer at the point of sale and the customer has accepted and paid for the goods. Revenue for wholesale sales for a fixed price is recognized upon delivery to the customer. Sales are recorded net of returns and discounts and incentives, but inclusive of freight. Payment is typically due upon transferring the goods to the customer or within a specified time period permitted under the Company\u2019s credit policy. All shipping and handling activities are performed before the customers obtain control of products and are accounted for as cost of sales.
From time to time, the Company enters into sales agreements with suppliers pursuant to which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under Accounting Standards Codification (\"ASC\") 845, Nonmonetary Transactions.
Local authorities will often impose excise or cultivation taxes on the sale or production of cannabis products. Excise and cultivation taxes are effectively a production tax which become payable when a cannabis product is delivered to the customer and are not directly related to the value of sales. The Company has made a policy election to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the Company from a customer. Therefore, the net revenue on the Consolidated Statements of Operations and Comprehensive Loss is netted for any excise or cultivation taxes.
"}]},{"name":"rpt:f-665","factDimensions":{"xbrl:concept":"us-gaap:BusinessCombinationsPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(n)\tBusiness combinations
The Company accounts for business combinations using the acquisition method when control is obtained by the Company (see Note 2(c)). The Company measures the consideration transferred, the assets acquired, and the liabilities assumed in a business combination at their acquisition-date fair values. Acquisition related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received, except for the costs to issue debt or equity securities which are recognized according to specific requirements. The excess of the consideration transferred to obtain control, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed, is recognized as goodwill as of the acquisition date.
Contingent consideration for a business combination is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Contingent consideration that is classified as a liability is measured at subsequent reporting dates at fair value with the corresponding gain or loss being recognized in profit or loss.
If the acquiree\u2019s former owners contractually indemnify the Company for a particular uncertainty, an indemnification asset is recognized on a basis that matches the indemnified item, subject to the contractual provisions or any collectability considerations.
"}]},{"name":"rpt:f-666","factDimensions":{"xbrl:concept":"us-gaap:InvestmentPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(o)\tInvestments
The majority of the Company's investments are initially recorded at cost. Management assesses investments for impairment on an annual basis, or when events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.
"}]},{"name":"rpt:f-667","factDimensions":{"xbrl:concept":"tsndf:NonControllingInterestsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(p)\tNon-controlling interests
Non-controlling interests (\u201cNCI\u201d) represents equity interests owned by outside parties. NCI is initially measured at fair value as of the acquisition date (see Note 2z(vii)).
"}]},{"name":"rpt:f-668","factDimensions":{"xbrl:concept":"us-gaap:IncomeTaxPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(q)\tIncome taxes
Income tax expense, consisting of current and deferred tax expense, is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates
enacted at period-end, adjusted for amendments to tax payable with regard to previous years. Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income (loss) in the period that enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it more likely than not that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Internal Revenue Service (the \"IRS\") has taken the position that cannabis companies are subject to the limits of Section 280E of the Internal Revenue Code of 1986, as amended (the \"Code\"), under which they are only allowed to deduct expenses directly related to the cost of producing the products or cost of production. The Company has taken the position that it does not owe taxes attributable to the application of Section 280E the Code. This position is treated as an unrecognized tax benefit, and is recorded on the Consolidated Balance Sheets as a liability on uncertain tax position and other long term liabilities.
"}]},{"name":"rpt:f-669","factDimensions":{"xbrl:concept":"us-gaap:StockholdersEquityPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(r)\tShare capital
Common Shares
Common Shares are classified as equity. The proceeds from the exercise of stock options and warrants are recorded as share capital. Incremental costs directly attributable to the issuance of Common Shares are recognized as a deduction from equity.
Equity units
Equity units are comprised of Common Shares and one-half warrants. Warrants issued during the year are classified as liabilities. The proceeds are allocated first to warrants based on their fair value, measured using the Black-Scholes Option Pricing Model (the \"Black-Scholes Model\"), and the residual is allocated to Common Shares.
Treasury Stock
Repurchases of Common Shares are accounted for at cost and are included as a component of shareholders\u2019 equity in the Consolidated Balance Sheets. The Common Shares are then canceled in subsequent transactions.
"}]},{"name":"rpt:f-670","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(s)\tShare-based compensation
The Company has a stock option plan in place (the \"Stock Option Plan\"). The Company measures equity settled share-based payments based on their fair value at the grant date and recognizes compensation expense on a straight-line basis over the vesting period. Fair value is measured using the Black-Scholes Model. In estimating fair value, management is required to make certain assumptions and estimates such as the expected term of the award, volatility of the future price of the Common Shares, risk free rates, and future dividend yields at the initial grant date. Changes in assumptions used to estimate fair value could result in materially different results. Forfeitures are accounted for as they occur rather than estimating for them at the grant date.
Upon exercise of stock options and warrants that are classified as equity, any historical fair value in the warrants and share-based compensation reserve is allocated to additional paid in capital. Amounts recorded for expired unexercised stock options and warrants are transferred to deficit in the year of expiration.
The fair value of restricted share units is based on the closing price of the Company\u2019s stock as of the grant date. Compensation expense is recognized on a straight-line basis, by amortizing the grant date fair value over the vesting period.
"}]},{"name":"rpt:f-671","factDimensions":{"xbrl:concept":"tsndf:ConvertibleInstrumentsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(t)\tConvertible instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.
The Company issued convertible debentures with detachable share purchase warrants at various times to raise capital to expand its business and support general corporate needs. The convertible instruments also included embedded derivatives in the form of conversion features and put options. Management evaluated the convertible debentures to determine the proper accounting and whether the embedded derivatives required bifurcation from the host instrument.
In accordance with ASC 815, Derivatives and Hedging, the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. The proceeds are allocated first to the conversion option based on its fair value, measured using the Black-Scholes Model, and the residual was allocated to the host instrument and recorded as convertible debt at amortized cost.
"}]},{"name":"rpt:f-672","factDimensions":{"xbrl:concept":"tsndf:ConvertiblePreferredStockAndDetachableWarrantsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(u)\tConvertible preferred stock and detachable warrants
The Company evaluates convertible preferred stock in accordance with ASC 470-20-35-7, Debt with Conversion and Other Options. The preferred shares in the capital of the Company (the \"Preferred Shares\") are convertible into Common Shares at a conversion ratio of one Preferred Share for 1,000 Common Shares. All series of Preferred Shares are classified as shareholders\u2019 equity in the Company\u2019s Consolidated Balance Sheets. The fair value of the related Preferred Shares is based on the closing price of the Common Shares on the day of issuance of the Preferred Shares.
Included in the issuance were detachable warrants to purchase Preferred Shares. The detachable purchase warrants were evaluated for equity or liability classification and were determined to meet liability classification. The warrants are legally detachable and separately exercisable from the Preferred Shares.
"}]},{"name":"rpt:f-673","factDimensions":{"xbrl:concept":"us-gaap:PreferredStockConvertibleConversionRatio","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"0.001","decimals":3}]},{"name":"rpt:f-674","factDimensions":{"xbrl:concept":"tsndf:WarrantLiabilityPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(v)\tWarrant liability
The Company may issue Common Share warrants with debt, equity or as a standalone financing instrument that is recorded as either liabilities or equity in accordance with the respective accounting guidance. Warrants recorded as equity are recorded at their relative fair value determined at the issuance date and remeasurement is not required. Warrants recorded as liabilities are recorded at their fair value, within warrant liability on the Consolidated Balance Sheets, and remeasured on each reporting date with changes recorded in the Company's Consolidated Statements of Operations and Comprehensive Loss.
"}]},{"name":"rpt:f-675","factDimensions":{"xbrl:concept":"us-gaap:DerivativesEmbeddedDerivatives","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(w)\t Embedded derivative liabilities
The Company evaluates its financial instruments to determine if those instruments or any embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with ASC 815, Derivatives and Hedging. Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date.
"}]},{"name":"rpt:f-676","factDimensions":{"xbrl:concept":"us-gaap:EarningsPerSharePolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(x)\t(Loss) earnings per share
The Company presents basic and diluted (loss) earnings per share data for its ordinary shares. Basic (loss) earnings per share is calculated using the treasury stock method, by dividing the (loss) income attributable to holders of Common Shares and proportionate voting shares in the capital of the Company (\"Proportionate Voting Shares\") by the weighted average number of Common Shares and Proportionate Voting Shares outstanding during the period. Contingently issuable shares (including shares held in escrow) are not considered outstanding Common Shares and consequently are not included in the (loss) earnings per share calculations. The Company has the following categories of potentially dilutive Common Share equivalents: RSUs (as defined below), stock options, warrants, Preferred Shares, non-participating non-voting exchangeable shares in the capital of the Company (\"Exchangeable Shares\") and convertible debentures.
In order to determine diluted (loss) earnings per share, it is assumed that any proceeds from the exercise of dilutive instruments would be used to repurchase Common Shares at the average market price during the period. The Company also considers all outstanding convertible securities, such as the Preferred Shares, convertible debentures, and outstanding Exchangeable Shares as if such instruments were converted into Common Shares.
Diluted (loss) earnings per share is determined by adjusting the (loss) income attributable to common shareholders and the weighted average number of Common Shares and Proportionate Voting Shares outstanding, adjusted for the effects of all dilutive potential Common Shares and Proportionate Voting Shares. Proportionate Voting Shares are converted to their
Common Share equivalent of one thousand Common Shares for every one Proportionate Voting Share for the purposes of calculating basic and diluted (loss) earnings per share. In a period of losses, all of the potentially dilutive Common Share equivalents are excluded in the determination of dilutive net loss per share because their effect is antidilutive. During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, no potentially dilutive Common Share equivalents were included in the computation of diluted loss per share because their impact would have been anti-dilutive.
"}]},{"name":"rpt:f-677","factDimensions":{"xbrl:concept":"us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"0"}]},{"name":"rpt:f-678","factDimensions":{"xbrl:concept":"us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"0"}]},{"name":"rpt:f-679","factDimensions":{"xbrl:concept":"us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount","xbrl:period":"2022-01-01T00:00:00/2023-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"0"}]},{"name":"rpt:f-680","factDimensions":{"xbrl:concept":"us-gaap:DiscontinuedOperationsPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(y)\tDiscontinued operations
The Company deems it appropriate to classify a part of the business as discontinued operations if the related disposal group meets all of the following criteria: (i) the disposal group is a component of the Company, (ii) the component meets the held-for-sale criteria, and (iii) the disposal of the component represents a strategic shift that has a major effect on the Company's operations and financial results. A disposal group that represents a strategic shift to the Company is reflected as discontinued operations on the Consolidated Statements of Operations and Comprehensive Loss and prior periods are recast to reflect the earnings or losses as income from discontinued operations.
TerrAscend Canada is a cannabis retailer in Ontario, Canada. TerrAscend Canada operates the Company's a majority-owned Cookies Canada dispensary in Toronto, Ontario, Canada. TerrAscend Canada was previously a Licensed Producer (as such term is defined in the Cannabis Act) of cannabis until the Company commenced an optimization of its operations in Canada, whereby the Company reduced its manufacturing footprint in order to focus on its Canadian retail business. The Company ceased operations at TerrAscend Canada's manufacturing facility during the three months ended December 31, 2022.
All prior year amounts from discontinued operations have been reclassified for consistency with the current year presentation.
"}]},{"name":"rpt:f-681","factDimensions":{"xbrl:concept":"us-gaap:UseOfEstimates","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(z)\tUse of significant estimates and judgments
The preparation of the Company\u2019s Consolidated Financial Statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Management has applied significant estimates and judgments related to the following:
The determination of net realizable value requires significant judgment, including consideration of factors such as shrinkage, the aging of and future demand for inventory, expected future selling price the Company expects to realize by selling the inventory, and the contractual arrangements with customers. Reserves for excess and obsolete inventory are based upon quantities on hand, projected volumes from demand forecasts and net realizable value. The future realization of these inventories may be affected by market-driven changes that may reduce future selling prices. A change to these assumptions could impact the Company\u2019s inventory valuation and gross profit.
The impact of inventory reserves is reflected in cost of sales.
From time to time, the Company partakes in sales agreements with suppliers in which it also purchases inventory. As part of the five-step revenue model, the Company assesses whether instances of bulk sales made to suppliers of goods have commercial substance and should be recognized as revenue, or whether they should be assessed under ASC 845, Nonmonetary Transactions, which requires management judgment to determine if the transaction has commercial substance.
In calculating share-based compensation expense, key estimates are used such as the expected term of the award, the volatility of the Company\u2019s stock price, and the risk-free interest rate.
The Company calculates the fair value of warrants issued and contingent consideration from business combinations using key estimates, including stock price volatility and the risk-free interest rate. The Company exercises judgment in selecting valuation methods and performing fair value calculations, both at the initial measurement upon issuance or acquisition and during subsequent recurring remeasurements.
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company generating future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in classifying transactions and assessing probable outcomes of tax positions taken, and in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.
Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. It is possible, however, that at some future date, an additional liability could result from audits by taxing authorities.
The Company assesses goodwill, intangible assets, and long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Goodwill and indefinite-lived intangible assets are tested for impairment annually, while finite-lived intangible assets and long-lived assets are evaluated whenever indicators of impairment exist. The Company\u2019s impairment loss calculation contains significant estimates and assumptions while applying judgment to qualitative factors as well as estimating future cash flows and asset fair values, including forecasting projected financial information and selecting the discount rate that reflects the risk inherent in future cash flows.
Classification of an acquisition as a business combination or an asset acquisition depends on whether the asset acquired constitutes a business, which can be a complex judgment. The Company has determined that its acquisitions in Note 5 are business combinations under ASC, 805 Business Combinations.
In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. If any intangible assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, the Company may utilize an independent external valuation expert to develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.
Lease payments are discounted using the rate implicit in the lease if that rate is readily available. If that rate cannot be easily determined, the lessee is required to use its incremental borrowing rate. The incremental borrowing rate is the rate of interest that the Company estimates it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The Company calculates its incremental borrowing rate as the interest rate the Company would pay to borrow funds necessary to obtain an asset of similar value over similar
terms taking into consideration the economic factors and the credit risk rating at the commencement date of the lease.
When determining the appropriate basis of accounting for the Company\u2019s interests in affiliates, the Company makes judgments about the degree of influence that it exerts directly or through an arrangement over the investees\u2019 relevant activities.
The Employee Retention Tax Credit (\"ERC\"), introduced under the Coronavirus Aid, Relief, and Economic Security Act (\"CARES Act\"), provided refundable tax credits to eligible businesses affected by COVID-19-related shutdowns or revenue declines from March 13, 2020, to December 31, 2021. The Company elected to account for the ERC as a government grant under International Accounting Standard (\"IAS\") 20, Accounting for Government Grants and Disclosure of Government Assistance, due to limited applicable U.S. GAAP guidance. The collectability of the ERC requires significant judgment, including an assessment of eligibility. No formal determination has been made regarding the Company\u2019s eligibility to receive the ERC, and there remains a risk that a regulatory determination could deem the Company ineligible, potentially impacting amounts previously recognized.
The Company consolidates legal entities in which it holds a controlling financial interest. Determining whether it has a controlling financial interest in VIE is subject to significant judgment and estimates. There is inherent uncertainty in evaluating who has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. Our considerations include, but are not limited to, voting interests of the VIE, management, service and other agreements with the VIE, involvement in the VIE\u2019s initial design and the existence of explicit or implicit financial guarantees. Management has applied significant judgment when evaluating the facts and circumstances of the VIE (see Note 3).
Management determines the current expected credit losses by evaluating individual receivable balances along with the consideration of other financial and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. All receivables are expected to be collected within one year of the balance sheet date.
"}]},{"name":"rpt:f-682","factDimensions":{"xbrl:concept":"us-gaap:NewAccountingPronouncementsPolicyPolicyTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"(aa) New standards, amendments and interpretations adopted
(ab) New standards, amendments and interpretations not yet adopted
3. Consolidation
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.
In connection with the Reorganization, TerrAscend issued and sold, on a private placement basis, Class A shares in the capital of TerrAscend (\"Class A Shares\") for aggregate gross proceeds of $1,000 to an investor (\"Investment\"). See Note 10 for accounting treatment of the Class A Shares. Following the closing of the Investment, the Class B shares (\"Class B Shares\") in the capital of TerrAscend held by the Company, representing all of the issued and outstanding Class B shares, were automatically exchanged for non-voting, non-participating exchangeable shares in the capital of TerrAscend (\"Non-Voting Shares\"), representing approximately 99.8% of the issued and outstanding shares of TerrAscend on an as-converted basis. As a result of the limited rights associated with Non-Voting Shares that the Company holds following the closing of the Investment, the Company and TerrAscend entered into a protection agreement dated April 18, 2023 (\"Protection Agreement\"). The Protection Agreement provides for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Class A Shares.
The Issuer determined 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 ASC 810, Consolidation.
The Company's U.S. operations are consolidated through the VIE model. Therefore, substantially all of the Company's current assets, non-current assets, current liabilities and non-current liabilities are consolidated through the VIE model. The Company's assets and liabilities that are not consolidated through the VIE model include convertible debt and derivative liability. The Company also consolidates a minimal amount of assets and liabilities within Canada, see Note 21 for more information.
"}]},{"name":"rpt:f-685","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","srt:OwnershipAxis":"tsndf:CanadianBusinessMember"},"factValues":[{"value":"0.95","decimals":2}]},{"name":"rpt:f-686","factDimensions":{"xbrl:concept":"us-gaap:ProceedsFromIssuanceOfPrivatePlacement","xbrl:period":"2023-04-20T00:00:00/2023-04-21T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","srt:OwnershipAxis":"tsndf:TerrAscendGrowthCorpMember","us-gaap:StatementClassOfStockAxis":"us-gaap:CommonClassAMember"},"factValues":[{"value":"1000000","decimals":-3}]},{"name":"rpt:f-687","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","srt:OwnershipAxis":"tsndf:TerrAscendGrowthCorpMember","us-gaap:StatementClassOfStockAxis":"us-gaap:CommonClassBMember"},"factValues":[{"value":"0.998","decimals":3}]},{"name":"rpt:f-688","factDimensions":{"xbrl:concept":"us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"4.\tAccounts receivable, net
The following table presents the Company\u2019s accounts receivable balances, including the allowance for credit losses:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 970 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 408 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 1,024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,154 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 20,880 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,048 | \n \u00a0 | \n
The following table presents the aging of trade receivables, including the allowance for credit losses:
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 18,886 | \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 12,114 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,799 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 4,040 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,837 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 4,089 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,767 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 18,886 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
The following is a roll-forward of the provision for expected credit losses and sales returns and allowances related to trade accounts receivable:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Beginning of the year | \n \u00a0 | \n $ | \n 10,917 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,556 | \n \u00a0 | \n
Provision for sales returns | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14 | \n \u00a0 | \n
Expected credit losses | \n \u00a0 | \n \u00a0 | \n 31 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 668 | \n \u00a0 | \n
Write-offs charged against provision | \n \u00a0 | \n \u00a0 | \n (9,591 | \n ) | \n \u00a0 | \n \u00a0 | \n (321 | \n ) | \n
Total provision for current expected credit losses | \n \u00a0 | \n $ | \n 1,357 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,917 | \n \u00a0 | \n
\u00a0
During the year ended December 31, 2024, the Company settled accounts receivable that had been previously accounted for as expected credit losses which resulted in a bad debt recovery of $4,188 within General and administrative expenses on the Consolidated Statements of Operations and Comprehensive Loss. All trade receivables and provision for current expected credit losses relating to this settlement has been written off as at December 31, 2024.
"}]},{"name":"rpt:f-689","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The following table presents the Company\u2019s accounts receivable balances, including the allowance for credit losses:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 970 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 408 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 1,024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,154 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 20,880 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,048 | \n \u00a0 | \n
The following table presents the aging of trade receivables, including the allowance for credit losses:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,403 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 18,886 | \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 12,114 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,799 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 4,040 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,837 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 4,089 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,767 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n \u00a0 | \n \u00a0 | \n (10,917 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 18,886 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,486 | \n \u00a0 | \n
The following is a roll-forward of the provision for expected credit losses and sales returns and allowances related to trade accounts receivable:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Beginning of the year | \n \u00a0 | \n $ | \n 10,917 | \n \u00a0 | \n \u00a0 | \n $ | \n 10,556 | \n \u00a0 | \n
Provision for sales returns | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14 | \n \u00a0 | \n
Expected credit losses | \n \u00a0 | \n \u00a0 | \n 31 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 668 | \n \u00a0 | \n
Write-offs charged against provision | \n \u00a0 | \n \u00a0 | \n (9,591 | \n ) | \n \u00a0 | \n \u00a0 | \n (321 | \n ) | \n
Total provision for current expected credit losses | \n \u00a0 | \n $ | \n 1,357 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,917 | \n \u00a0 | \n
5.\tAcquisitions
2023 Acquisitions
AMMD
On January 27, 2023, in order to establish its retail footprint in Maryland, the Company acquired Allegany Medical Marijuana Dispensary (\"AMMD\"), a medical dispensary located in Cumberland, Maryland from Moose Curve Holdings, LLC. Pursuant to the terms of the agreement, the Company acquired a 100% equity interest in AMMD for total consideration of $10,000 in cash (the \"AMMD Cash Consideration\"). The AMMD Cash Consideration paid included a long-term lease with the option to purchase the real estate and repayments of indebtedness and transaction expenses on behalf of AMMD of $160 and $29, respectively.
The following table presents the fair value of assets acquired and liabilities assumed as of the January 27, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
Cash and cash equivalents | \n \u00a0 | \n $ | \n 20 | \n \u00a0 | \n
Inventory | \n \u00a0 | \n \u00a0 | \n 303 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 4 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 1,499 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 416 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 5,330 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 6,312 | \n \u00a0 | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (366 | \n ) | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (2,097 | \n ) | \n
Corporate income taxes payable | \n \u00a0 | \n \u00a0 | \n (291 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (1,499 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 9,631 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 10,000 | \n \u00a0 | \n
Working capital adjustment | \n \u00a0 | \n \u00a0 | \n (369 | \n ) | \n
Total consideration | \n \u00a0 | \n $ | \n 9,631 | \n \u00a0 | \n
The acquired intangible assets include a medical license, which is treated as a definite-lived intangible asset and amortized over a 30-year period.
The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.
Costs related to this transaction were $191, including legal, accounting, due diligence, and other transaction-related expenses. Of the total amount of transaction costs, $99 were recorded during the year ended December 31, 2023.
On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $12,289 for the year ended December 31, 2023 and net income estimates would have been $3,775. Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $11,610 and $3,531, respectively.
Peninsula
On June 28, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition (the \"Peninsula Acquisition\") of Derby 1, LLC (\"Peninsula\"), a dispensary located in Salisbury, Maryland. Pursuant to the terms of the agreement, the Company acquired a 100% equity interest in Peninsula for total consideration of $15,394 exclusive of assumed financing obligations of $7,226 (see Note 10). The consideration was comprised of: (i) 5,442,282 Common Shares (the \"Peninsula Share Consideration\"), valued at $7,857 using the trading price of the Common Shares on the acquisition date less an applicable share restriction discount, (ii) a $3,646 secured promissory note bearing interest at a rate of 7.25% and maturing on June 28, 2026, (iii) $2,657 of contingent consideration in connection with the Peninsula Share Consideration (\"Peninsula Contingent Consideration\"), and (iv) $1,234 in cash (the \"Peninsula Cash Consideration\"). The Peninsula Cash Consideration included transaction expenses and repayments of indebtedness on behalf of Peninsula of $290 and $33, respectively.
The Peninsula Share Consideration was subject to a statutory lock-up restriction of six months, and therefore, a share restriction discount was considered in determining the fair value of the Peninsula Share Consideration on the date of issuance, using the Finnerty Model.
Pursuant to the terms of the agreement, the Company agreed that if within eighteen from the date of issuance of the Peninsula Share Consideration, the aggregate gross proceeds resulting from the sales of the Common Shares plus the aggregate value of the remaining Common Shares was less than $9,000, the Company would be required to pay the difference to the sellers and in accordance with such terms, the Company issued the Peninsula Contingent Consideration. . The fair value of Peninsula Contingent Consideration was calculated using the Black-Scholes Model.
The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash and cash equivalents | \n \u00a0 | \n \u00a0 | \n 217 | \n \u00a0 | \n
Inventory | \n \u00a0 | \n \u00a0 | \n 468 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 187 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 1,168 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 70 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 19,224 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 3,484 | \n \u00a0 | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (1,030 | \n ) | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n (7,226 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (1,168 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 15,394 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 1,234 | \n \u00a0 | \n
Common shares of TerrAscend | \n \u00a0 | \n \u00a0 | \n 7,857 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 3,646 | \n \u00a0 | \n
Contingent consideration | \n \u00a0 | \n \u00a0 | \n 2,657 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 15,394 | \n \u00a0 | \n
The acquired intangible assets include a license, which is treated as a definite-lived intangible asset and amortized over a 30-year period.
The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.
Costs related to this transaction were $626, including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023.
On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $17,791 for the year ended December 31, 2023 and net income estimates would have been $3,483. Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $11,004 and $1,708, respectively.
Blue Ridge
On June 30, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition of Hempaid, LLC (\"Blue Ridge\"), a medical dispensary located in Parkville, Maryland. The Company relocated the Blue Ridge dispensary to a new, high-traffic retail center in Nottingham, Maryland as of May 29, 2024. Pursuant to the terms of the agreement, the Company acquired a 100% equity interest in Blue Ridge for total consideration of $6,277, comprised of: (i) a promissory note of $3,109, bearing interest at a rate of 7.0% and maturing on June 30, 2027 (see Note 10) and (ii) $3,168 in cash (the \"Blue
Ridge Cash Consideration\"). The Blue Ridge Cash Consideration included repayments of indebtedness and transaction expenses on behalf of Blue Ridge of $707 and $281, respectively.
The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Inventory | \n \u00a0 | \n \u00a0 | \n 231 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 113 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 2,325 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 4,799 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 4,161 | \n \u00a0 | \n
Other asset | \n \u00a0 | \n \u00a0 | \n 91 | \n \u00a0 | \n
Corporate income tax payable | \n \u00a0 | \n \u00a0 | \n (154 | \n ) | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (1,665 | \n ) | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (706 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (2,325 | \n ) | \n
Liability on uncertain tax position | \n \u00a0 | \n \u00a0 | \n (593 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 6,277 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 3,168 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 3,109 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 6,277 | \n \u00a0 | \n
The acquired intangible assets include a license, which is treated as a definite-lived intangible asset and amortized over a 30-year period.
The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.
Costs related to this transaction were $401, including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023.
On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $5,402 for the year ended December 31, 2023 and net income estimates would have been $993. Actual sales and net income for the year ended December 31, 2023 since the date of acquisition are $3,404 and $621, respectively.
Herbiculture
On July 10, 2023, in order to expand its retail footprint in Maryland, the Company closed the acquisition of Herbiculture Inc. (\u201cHerbiculture\u201d), a medical dispensary in Maryland. Pursuant to the terms of the agreement, the Company acquired 100% equity interest in Herbiculture for total consideration of $7,710, comprised of: (i) $2,776 in cash (the \"Herbiculture Cash Consideration\"), and (ii) a promissory note of $4,934, bearing interest at a rate of 10.50% and maturing on June 30, 2026. The Herbiculture Cash Consideration included transaction expenses and repayments of indebtedness on behalf of Herbiculture of $616 and $1,674, respectively.
The following table presents the fair value of assets acquired and liabilities assumed as of the July 10, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
Inventory | \n \u00a0 | \n $ | \n 140 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 38 | \n \u00a0 | \n
Accounts receivable | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 230 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 525 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 3,543 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 7,334 | \n \u00a0 | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (1,327 | \n ) | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (602 | \n ) | \n
Corporate income taxes payable | \n \u00a0 | \n \u00a0 | \n (199 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (525 | \n ) | \n
Liability on uncertain tax position | \n \u00a0 | \n \u00a0 | \n (1,457 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 7,710 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 2,776 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 4,934 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 7,710 | \n \u00a0 | \n
The acquired intangible assets include a license, which is treated as a definite-lived intangible asset and amortized over a 30-year period.
The consideration paid reflected the synergies, economies of scale, and workforce. These benefits were not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.
Costs related to this transaction were $786, including legal, accounting, due diligence, and other transaction-related expenses and were recorded during the year ended December 31, 2023.
On a standalone basis, had the Company acquired the business on January 1, 2023, sales estimates would have been $3,281 for the year ended December 31, 2023 and net loss estimates would have been $110. Actual sales and net loss for the year ended December 31, 2023 since the date of acquisition are $1,426 and $82, respectively.
Contingent consideration
Contingent consideration recorded relates to the Company\u2019s business acquisitions. Contingent consideration is based upon the potential earnout of the underlying business unit and is measured at fair value using a projection model for the business and the formulaic structure for determining the consideration under the terms of the agreement.
The balance of contingent consideration is as follows:
\n| \n | \n | \n | \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 Pinnacle | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||||
Carrying amount, December 31, 2022 | \n \u00a0 | \n $ | \n 1,406 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,028 | \n \u00a0 | \n \u00a0 | \n $ | \n 750 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 5,184 | \n \u00a0 | \n
Amount recognized on acquisition | \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 2,657 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,657 | \n \u00a0 | \n
Payments of contingent consideration | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (750 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (750 | \n ) | \n
Gain on revaluation of contingent consideration | \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 (645 | \n ) | \n \u00a0 | \n \u00a0 | \n (645 | \n ) | \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 \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,446 | \n \u00a0 | \n
Settlement 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 \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (4,925 | \n ) | \n
Payments of contingent consideration | \n \u00a0 | \n \u00a0 | \n (188 | \n ) | \n \u00a0 | \n \u00a0 | \n (505 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (693 | \n ) | \n
Loss (gain) on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 903 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,188 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,626 | \n ) | \n \u00a0 | \n \u00a0 | \n 2,465 | \n \u00a0 | \n
Carrying amount, December 31, 2024 | \n \u00a0 | \n $ | \n 787 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,120 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 386 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,293 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n (741 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,994 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,121 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n 46 | \n \u00a0 | \n \u00a0 | \n $ | \n 126 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 172 | \n \u00a0 | \n
\u00a0
On January 19, 2024, the Company amended the original purchase agreement and issued an aggregate of 2,888,088 Common Shares and paid $250 of cash to the sellers of its previously acquired State Flower and The Apothecarium businesses. The issuance of Common Shares fully settled the previous contingent consideration balances. The remaining balance owing relates to a price protection the Company provided on the Common Shares issued. On September 13, 2024, the Company issued an additional 874,730 Common Shares related to the price protection clause.
\u00a0
On December 28, 2024 the Company settled its contingent consideration associated with the Peninsula acquisition in the amount of $386. This amount was paid subsequent to the year end. In connection with the settlement, management recognized a gain on revaluation of contingent consideration in the amount of $1,626 on the consolidated statements of operations and comprehensive loss.
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\n| \n | \n | \n | \n | \n |
Cash and cash equivalents | \n \u00a0 | \n $ | \n 20 | \n \u00a0 | \n
Inventory | \n \u00a0 | \n \u00a0 | \n 303 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 4 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 1,499 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 416 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 5,330 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 6,312 | \n \u00a0 | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (366 | \n ) | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (2,097 | \n ) | \n
Corporate income taxes payable | \n \u00a0 | \n \u00a0 | \n (291 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (1,499 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 9,631 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 10,000 | \n \u00a0 | \n
Working capital adjustment | \n \u00a0 | \n \u00a0 | \n (369 | \n ) | \n
Total consideration | \n \u00a0 | \n $ | \n 9,631 | \n \u00a0 | \n
The following table presents the fair value of assets acquired and liabilities assumed as of the June 28, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash and cash equivalents | \n \u00a0 | \n \u00a0 | \n 217 | \n \u00a0 | \n
Inventory | \n \u00a0 | \n \u00a0 | \n 468 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 187 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 1,168 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 70 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 19,224 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 3,484 | \n \u00a0 | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (1,030 | \n ) | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n (7,226 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (1,168 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 15,394 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 1,234 | \n \u00a0 | \n
Common shares of TerrAscend | \n \u00a0 | \n \u00a0 | \n 7,857 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 3,646 | \n \u00a0 | \n
Contingent consideration | \n \u00a0 | \n \u00a0 | \n 2,657 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 15,394 | \n \u00a0 | \n
The following table presents the fair value of assets acquired and liabilities assumed as of the June 30, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Inventory | \n \u00a0 | \n \u00a0 | \n 231 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 113 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 2,325 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 4,799 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 4,161 | \n \u00a0 | \n
Other asset | \n \u00a0 | \n \u00a0 | \n 91 | \n \u00a0 | \n
Corporate income tax payable | \n \u00a0 | \n \u00a0 | \n (154 | \n ) | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (1,665 | \n ) | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (706 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (2,325 | \n ) | \n
Liability on uncertain tax position | \n \u00a0 | \n \u00a0 | \n (593 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 6,277 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 3,168 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 3,109 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 6,277 | \n \u00a0 | \n
The following table presents the fair value of assets acquired and liabilities assumed as of the July 10, 2023 acquisition date and allocation of the consideration to net assets acquired:
\n| \n | \n | \n | \n | \n |
Inventory | \n \u00a0 | \n $ | \n 140 | \n \u00a0 | \n
Prepaid expense | \n \u00a0 | \n \u00a0 | \n 38 | \n \u00a0 | \n
Accounts receivable | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n
Fixed assets | \n \u00a0 | \n \u00a0 | \n 230 | \n \u00a0 | \n
Operating right of use asset | \n \u00a0 | \n \u00a0 | \n 525 | \n \u00a0 | \n
Intangible asset | \n \u00a0 | \n \u00a0 | \n 3,543 | \n \u00a0 | \n
Goodwill | \n \u00a0 | \n \u00a0 | \n 7,334 | \n \u00a0 | \n
Deferred tax liability | \n \u00a0 | \n \u00a0 | \n (1,327 | \n ) | \n
Accounts payable and accrued liabilities | \n \u00a0 | \n \u00a0 | \n (602 | \n ) | \n
Corporate income taxes payable | \n \u00a0 | \n \u00a0 | \n (199 | \n ) | \n
Operating lease liability | \n \u00a0 | \n \u00a0 | \n (525 | \n ) | \n
Liability on uncertain tax position | \n \u00a0 | \n \u00a0 | \n (1,457 | \n ) | \n
Net assets acquired | \n \u00a0 | \n $ | \n 7,710 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
Cash | \n \u00a0 | \n \u00a0 | \n 2,776 | \n \u00a0 | \n
Loans payable | \n \u00a0 | \n \u00a0 | \n 4,934 | \n \u00a0 | \n
Total consideration | \n \u00a0 | \n $ | \n 7,710 | \n \u00a0 | \n
The balance of contingent consideration is as follows:
\n| \n | \n | \n | \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 Pinnacle | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||||
Carrying amount, December 31, 2022 | \n \u00a0 | \n $ | \n 1,406 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,028 | \n \u00a0 | \n \u00a0 | \n $ | \n 750 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 5,184 | \n \u00a0 | \n
Amount recognized on acquisition | \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 2,657 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,657 | \n \u00a0 | \n
Payments of contingent consideration | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (750 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (750 | \n ) | \n
Gain on revaluation of contingent consideration | \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 (645 | \n ) | \n \u00a0 | \n \u00a0 | \n (645 | \n ) | \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 \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,446 | \n \u00a0 | \n
Settlement 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 \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (4,925 | \n ) | \n
Payments of contingent consideration | \n \u00a0 | \n \u00a0 | \n (188 | \n ) | \n \u00a0 | \n \u00a0 | \n (505 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (693 | \n ) | \n
Loss (gain) on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 903 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,188 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (1,626 | \n ) | \n \u00a0 | \n \u00a0 | \n 2,465 | \n \u00a0 | \n
Carrying amount, December 31, 2024 | \n \u00a0 | \n $ | \n 787 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,120 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 386 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,293 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n (741 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,994 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n \u00a0 | \n \u00a0 | \n (3,121 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n 46 | \n \u00a0 | \n \u00a0 | \n $ | \n 126 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 172 | \n \u00a0 | \n
6.\tInventory
The Company\u2019s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 826 | \n \u00a0 | \n \u00a0 | \n $ | \n 378 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 19,710 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,821 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 25,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 28,451 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 2,774 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,033 | \n \u00a0 | \n
Total inventory | \n \u00a0 | \n $ | \n 48,799 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,683 | \n \u00a0 | \n
During the year ended December 31, 2023, the Company adjusted inventory by $985 mainly due to defective cartridges.
"}]},{"name":"rpt:f-907","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfInventoryCurrentTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s inventory of dry cannabis and oil includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 826 | \n \u00a0 | \n \u00a0 | \n $ | \n 378 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 19,710 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,821 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 25,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 28,451 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 2,774 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,033 | \n \u00a0 | \n
Total inventory | \n \u00a0 | \n $ | \n 48,799 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,683 | \n \u00a0 | \n
7.\tDiscontinued operations
TerrAscend Canada operated out of a 67,300 square foot facility located in Mississauga, Ontario and was licensed to cultivate, process and sell cannabis for medical and adult-use purposes. These licenses allowed for sales of dried cannabis, cannabis oil and extracts, topicals, and edibles. The Company ceased operations at TerrAscend Canada\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 disposed of operations. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to the Canadian Licensed Producer business. The results of discontinued operations were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
\u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Revenue, net | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,678 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 12,029 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 (9,351 | \n ) | \n
\u00a0 | \n \u00a0 | \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 \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
General and administrative | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 900 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,141 | \n \u00a0 | \n
Amortization and depreciation | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,623 | \n \u00a0 | \n
Impairment of property and equipment | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,036 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,870 | \n \u00a0 | \n
Total operating expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,984 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14,634 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 (3,984 | \n ) | \n \u00a0 | \n \u00a0 | \n (23,985 | \n ) | \n
Other expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \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 460 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,964 | \n \u00a0 | \n
Net loss from discontinued operations | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n (4,444 | \n ) | \n \u00a0 | \n $ | \n (25,949 | \n ) | \n
The results of operations for the discontinued operations includes revenues and expenses directly attributable to the disposed of operations. Corporate and administrative expenses, including interest expense, not directly attributable to the operations were not allocated to the Canadian Licensed Producer business. The results of discontinued operations were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||||
\u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Revenue, net | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,678 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 12,029 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 (9,351 | \n ) | \n
\u00a0 | \n \u00a0 | \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 \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
General and administrative | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 900 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,141 | \n \u00a0 | \n
Amortization and depreciation | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,623 | \n \u00a0 | \n
Impairment of property and equipment | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,036 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,870 | \n \u00a0 | \n
Total operating expenses | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,984 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14,634 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \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 (3,984 | \n ) | \n \u00a0 | \n \u00a0 | \n (23,985 | \n ) | \n
Other expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \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 460 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,964 | \n \u00a0 | \n
Net loss from discontinued operations | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n (4,444 | \n ) | \n \u00a0 | \n $ | \n (25,949 | \n ) | \n
8.\tProperty and equipment, net
Property and equipment consisted of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,469 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,103 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 18,622 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,211 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 155,750 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 151,989 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 37,293 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,370 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 9,262 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,066 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 228,885 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 229,101 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (44,866 | \n ) | \n \u00a0 | \n \u00a0 | \n (32,886 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 184,019 | \n \u00a0 | \n \u00a0 | \n $ | \n 196,215 | \n \u00a0 | \n
Assets in process represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service.
During the years ended December 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.
Depreciation expense was $12,413 ($8,448 included in cost of sales) for the year ended December 31, 2024, $11,517 ($8,049 included in cost of sales) for the year ended December 31, 2023, and $10,043 ($7,611 included in cost of sales) for the year ended December 31, 2022.
Impairment of Property and Equipment
The impairment test for property and equipment follows the same criteria as finite-lived intangible assets (see Note 9) with the exception of obtaining independent appraisals for certain properties to determine the fair value of the asset groups. During the
years ended December 31, 2024 and December 31, 2023, the Company determined that the carrying value of the certain assets may not be recoverable. As a result, the Company recorded an impairment loss of $6,073 and $2,079 for certain Michigan properties during the years ended December 31, 2024 and December 31, 2023, respectively.
During the year ended December 31, 2024, the Company recorded an impairment loss of certain property and equipment of $2,438 due to the wind-down of one of its California dispensaries.
"}]},{"name":"rpt:f-953","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Property and equipment consisted of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,469 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,103 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 18,622 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,211 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 155,750 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 151,989 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 37,293 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,370 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 9,262 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,066 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,362 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 228,885 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 229,101 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (44,866 | \n ) | \n \u00a0 | \n \u00a0 | \n (32,886 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 184,019 | \n \u00a0 | \n \u00a0 | \n $ | \n 196,215 | \n \u00a0 | \n
9.\tIntangible assets, net and goodwill
Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At December 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 2,708 | \n \u00a0 | \n \u00a0 | \n $ | \n (964 | \n ) | \n \u00a0 | \n $ | \n 1,744 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 167,459 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (24,371 | \n ) | \n \u00a0 | \n \u00a0 | \n 143,088 | \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 170,447 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (25,615 | \n ) | \n \u00a0 | \n \u00a0 | \n 144,832 | \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 24,772 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 195,219 | \n \u00a0 | \n \u00a0 | \n $ | \n (25,615 | \n ) | \n \u00a0 | \n $ | \n 169,604 | \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
Amortization expense was $7,636 ($2,832 included in cost of sales) for the year ended December 31, 2024, $8,865 ($2,900 included in cost of sales) for the year ended December 31, 2023, and $12,581 ($5,355 included in cost of sales) for the year ended December 31, 2022.
Estimated future amortization expense for finite lived intangible assets for the next five years is as follows:
\n| \n | \n | \n | \n | \n |
2025 | \n \u00a0 | \n $ | \n 6,145 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,067 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,017 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 114,797 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 144,832 | \n \u00a0 | \n
\u00a0
\u00a0
As of December 31, 2024, the weighted average amortization period remaining on intangible assets was 25.8 years.
The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company's goodwill balance:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2022 | \n \u00a0 | \n $ | \n 90,328 | \n \u00a0 | \n
Additions at acquisition date | \n \u00a0 | \n \u00a0 | \n 21,291 | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n (4,690 | \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 \u2014 | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
Impairment of Intangible Assets
The Company recorded the following impairment losses by category of intangible assets:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \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 |||
\u00a0Licenses | \n \u00a0 | \n $ | \n 17,134 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,518 | \n \u00a0 | \n \u00a0 | \n $ | \n 121,527 | \n \u00a0 | \n
\u00a0Total impairment of finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 17,134 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 15,518 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 121,527 | \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 22,200 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,785 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,200 | \n \u00a0 | \n
\u00a0Total impairment of indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 22,200 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,785 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,200 | \n \u00a0 | \n
\u00a0Total impairment of intangible assets | \n \u00a0 | \n $ | \n 39,334 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,303 | \n \u00a0 | \n \u00a0 | \n $ | \n 140,727 | \n \u00a0 | \n
The Company evaluates the recoverability of long-lived assets, including definite lived intangible assets, whether events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.
During the year ended December 31, 2024, the Company determined that changes in market expectations of cash flows in its Michigan business related to increased competition and supply, were indicators that an impairment test was appropriate for the reporting unit and respective asset groups.
During the year ended December 31, 2023, the Company determined that changes in market expectations of cash flows in its Michigan and California businesses, as well as increased competition and supply in those states, were indicators that an impairment test was appropriate for each of these reporting units.
During the year ended December 31, 2022, the Company determined that changes in market expectations of cash flows in its Michigan, Pennsylvania and California businesses, as well as increased competition and supply in those states, were indicators that an impairment test was appropriate for each of these reporting units.
Impairment of indefinite lived assets
Indefinite lived intangible assets are reviewed for impairment annually and whether there are events or changes in circumstances that indicate that the carrying amount has been impaired.
The impairment indicators previously noted for Michigan indicate that the fair value of the indefinite lived intangible assets associated with the Gage brand are more likely than not lower than their carrying value. As such, the Company performed an quantitative impairment analysis and determined the fair value of its brands intangible assets using the relief of royalty method on the following key assumptions:
As a result of the quantitative analysis, the Company recognized impairment of the Gage brand of $22,200, $35,785 and $19,200, for the year ended December 31, 2024, 2023, and 2022, respectively.
Impairment of finite lived intangible assets
When testing for the impairment of finite lived intangible assets, management first calculates the undiscounted cash flows relating to each asset group. If the undiscounted cash flows are less than the carrying value, the Company measures the fair value of the asset group. If the fair value is less than the carrying value of the asset group, then impairment is indicated.
The fair value of each asset group was calculated using a discounted cash flow approach based on the following key assumptions:
During the year ended December 31, 2024, for the Michigan asset group, the Company compared the carrying value of certain retail licenses to their fair value and determined that the carrying value exceeded the fair value. The Company recorded impairment charges of $17,134, reducing its carrying values to $nil.
During the year ended December 31, 2023, for the California asset group, the Company compared the carrying value of the retail license to its fair value and determined that the carrying value exceeded the fair value. The Company recorded impairment charges of $15,518, reducing its carrying values to $nil.
During the year ended December 31, 2022, for the Michigan reporting unit, the Company determined the fair value of the asset groups and allocates the impairment to the assets, being the (i) cultivation and processing licenses, and (ii) retail licenses, acquired through the Gage Acquisition. The Company compared the carrying value of the assets to its fair value and determined that the carrying value exceeded the fair value for both the retail and the cultivation and processing licenses. As such, the Company recorded impairment charges of $79,462 and $42,065 for the cultivation and processing licenses and retail licenses, respectively, reducing both the carrying values to $nil.
Impairment of Goodwill
Goodwill is reviewed for impairment annually and whenever there are events or changes in circumstances that indicate the carrying value has been impaired.
Based on the indicators of impairment noted previously, the Company determines whether a quantitative impairment test is necessary to assess that the fair value of its reporting units are more likely than not lower than its carrying value at some of its reporting units.
The following significant assumptions were applied in the determination of the fair value of the reporting units using a discounted cash flow model:
Based on the impairment indicators noted previously, during the year ended December 31, 2024, the Company recorded no impairment of goodwill.
Based on the impairment indicators noted previously, during the year ended December 31, 2023, the Company recorded impairment of goodwill of $4,690 at its California reporting unit, reducing its carrying value to $nil.
During the year ended December 31, 2022, the Company recorded impairment of goodwill of $170,357 at its Michigan reporting unit, reducing the carrying value of the goodwill acquired through the Gage Acquisition and Pinnacle Acquisition to $nil.
"}]},{"name":"rpt:f-984","factDimensions":{"xbrl:concept":"tsndf:ScheduleOfIntangibleAssetsTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At December 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 2,708 | \n \u00a0 | \n \u00a0 | \n $ | \n (964 | \n ) | \n \u00a0 | \n $ | \n 1,744 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 167,459 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (24,371 | \n ) | \n \u00a0 | \n \u00a0 | \n 143,088 | \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 170,447 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (25,615 | \n ) | \n \u00a0 | \n \u00a0 | \n 144,832 | \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 24,772 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n
\u00a0Total indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 24,772 | \n \u00a0 | \n
\u00a0Intangible assets, net | \n \u00a0 | \n $ | \n 195,219 | \n \u00a0 | \n \u00a0 | \n $ | \n (25,615 | \n ) | \n \u00a0 | \n $ | \n 169,604 | \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:
\n| \n | \n | \n | \n | \n |
2025 | \n \u00a0 | \n $ | \n 6,145 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,067 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,017 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 114,797 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 144,832 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-1031","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6145000","decimals":-3}]},{"name":"rpt:f-1032","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6067000","decimals":-3}]},{"name":"rpt:f-1033","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearThree","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6017000","decimals":-3}]},{"name":"rpt:f-1034","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFour","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"5903000","decimals":-3}]},{"name":"rpt:f-1035","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"5903000","decimals":-3}]},{"name":"rpt:f-1036","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"114797000","decimals":-3}]},{"name":"rpt:f-1037","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsNet","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"144832000","decimals":-3}]},{"name":"rpt:f-1038","factDimensions":{"xbrl:concept":"us-gaap:FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P25Y9M18D"}]},{"name":"rpt:f-1039","factDimensions":{"xbrl:concept":"us-gaap:NumberOfReportableSegments","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Segment"},"factValues":[{"value":"1"}]},{"name":"rpt:f-1040","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfGoodwillTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The following table summarizes the activity in the Company's goodwill balance:\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2022 | \n \u00a0 | \n $ | \n 90,328 | \n \u00a0 | \n
Additions at acquisition date | \n \u00a0 | \n \u00a0 | \n 21,291 | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n (4,690 | \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 \u2014 | \n \u00a0 | \n
Impairment of goodwill | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
The Company recorded the following impairment losses by category of intangible assets:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \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 |||
\u00a0Licenses | \n \u00a0 | \n $ | \n 17,134 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,518 | \n \u00a0 | \n \u00a0 | \n $ | \n 121,527 | \n \u00a0 | \n
\u00a0Total impairment of finite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 17,134 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 15,518 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 121,527 | \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 22,200 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,785 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,200 | \n \u00a0 | \n
\u00a0Total impairment of indefinite lived intangible assets | \n \u00a0 | \n \u00a0 | \n 22,200 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 35,785 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,200 | \n \u00a0 | \n
\u00a0Total impairment of intangible assets | \n \u00a0 | \n $ | \n 39,334 | \n \u00a0 | \n \u00a0 | \n $ | \n 51,303 | \n \u00a0 | \n \u00a0 | \n $ | \n 140,727 | \n \u00a0 | \n
10.\tLoans payable
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Ilera term loan retired August 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 76,927 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,191 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n \u2014 | \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 retired August 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,809 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (791 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n \u2014 | \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 ||
Chicago Atlantic term loan retired September 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \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 \u2014 | \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 ||
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 (1,168 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,310 | \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 18,029 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,873 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (746 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,403 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 17,283 | \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 ||
FocusGrowth loan due August 2028 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 140,000 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Unamortized discount and deferred financing cost | \n \u00a0 | \n \u00a0 | \n (12,799 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exit fee accretion | \n \u00a0 | \n \u00a0 | \n 390 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 127,591 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 1,038 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,698 | \n \u00a0 | \n
Short-term debt | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,849 | \n \u00a0 | \n
Total debt, net | \n \u00a0 | \n $ | \n 190,222 | \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 ||
Loans payable, current | \n \u00a0 | \n \u00a0 | \n 6,761 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 137,737 | \n \u00a0 | \n
Loans payable, non-current | \n \u00a0 | \n \u00a0 | \n 183,461 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 61,633 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Total principal | \n \u00a0 | \n $ | \n 204,545 | \n \u00a0 | \n \u00a0 | \n $ | \n 206,453 | \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
Total interest paid on all loan payables was $23,847, $23,037, and $26,840, for the years ended December 31, 2024, 2023 and 2022, respectively. The Company had accrued interest for its loan payables of $2,537 and $3,491 as of December 31, 2024 and December 31, 2023, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
FocusGrowth Term Loan
On August 1, 2024, the Company and TerrAscend USA, Inc. (\"TerrAscend USA\"), as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, Hempaid, LLC and pursuant to a joinder agreement dated September 30, 2024, WDB Holding MI, Inc., including certain of each of their respective subsidiaries, as borrowers (collectively, the \u201cBorrowers\u201d), and FG Agency Lending LLC, as the Administrative Agent, and certain lenders entered into a loan agreement (the \u201cFG Loan\u201d). The FG Loan provides for a four-year, $140,000 senior-secured term loan with an initial draw on August 1, 2024 of $114,000 (the \u201cInitial Draw\u201d) and a delayed draw on September 30, 2024 of $26,000 (the \u201cDelayed Draw\u201d). Net proceeds of the FG Loan were received in an amount equal to 95% of the $140,000.
The FG Loan bears interest at 12.75% per annum and matures on August 1, 2028 (the \"FG Loan Maturity Date\"). The FG Loan is guaranteed by the Company and TerrAscend USA, Inc. and is secured by substantially all of the assets of the Borrowers. Depending on the timing of repayment, an exit fee of between 2.0% and 4.0% of the outstanding principal balance of the FG Loan (the \"Exit Fee\") will be due upon either the date of prepayment or the FG Loan Maturity Date.
Proceeds from the FG Loan were used to retire the Ilera Term Loan, the Stearns Loan, the Chicago Atlantic Term Loan and certain other short-term indebtedness (collectively, the \u201cRetired Loans\u201d), in addition to being used for working capital and general corporate purposes. Each outstanding obligation under the Retired Loans was repaid in full and subsequently terminated.
\u00a0
As of December 31, 2024, there was an outstanding principal amount of $140,000 under the FG 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 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 the Company and are secured by all of the assets of TerrAscend's New Jersey businesses and certain assets of TerrAscend's Maryland business, including certain real estate in Maryland. The Pelorus Term Loan is not secured by any of the MD dispensaries.
As of December 31, 2024, there was an outstanding principal amount of $45,478 under the Pelorus Term Loan.
Maryland Acquisition Loans
In connection with the Peninsula Acquisition, the acquisition of Blue Ridge, and the acquisition of Herbiculture (collectively, the \"Maryland Acquisitions\"), the Company entered into a series of 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 December 31, 2024, there was an outstanding principal amount of $18,029 under the Maryland Acquisition promissory notes.
Chicago Atlantic Term Loan
\u00a0
In connection with the Gage Acquisition, the Company assumed a senior secured term loan (the \"Chicago Atlantic Term Loan\") with an acquisition date fair value of $53,857. The credit agreement bore interest at a rate equal to the greater of (i) the Prime Rate plus 7% or (ii) 10.25%. The Chicago Atlantic Term Loan was payable monthly and had a maturity date of November 30, 2022. The Chicago Atlantic Term Loan was secured by a first lien on all Gage's assets.
\u00a0
On July 19, 2024, the Company made a prepayment of the Chicago Atlantic Term Loan of $1,500 at par. On August 1, 2024, as described above, the Company entered into the FG Loan, of which, a portion of the proceeds from the Delayed Draw, which occurred on September 30, 2024, was used to retire the then outstanding principal of the Chicago Atlantic Term Loan in the amount of $22,557. Due to the early retirement of the Chicago Atlantic Term Loan, the Company paid an exit fee of $500 and recognized a loss on extinguishment of debt of $500 on the Consolidated Statements of Operations and Comprehensive Loss.
Ilera Term Loan
On December 18, 2020, WDB 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 was solely secured by the Company\u2019s Pennsylvania-based Ilera Healthcare LLC (\u201cIlera\u201d). The Ilera Term Loan bore interest at 12.875% and was set to mature on December 17, 2024.
On January 2, 2024, the Company completed a prepayment of the Ilera Term Loan of $4,800 at the prepayment price of 100% to par. On April 30, 2024, the Company made a prepayment of $3,200 of the Ilera Term Loan, at the prepayment price of 100% to par. In accordance with ASC 470, Debt, these amendments were not considered extinguishment of debt.
On August 1, 2024, as described above, the Company entered into the FG Loan, of which, a portion of the proceeds from the Initial Draw was used to retire the Ilera Term Loan and pay the entire outstanding principal amount of $68,927. Due to the early retirement of the Ilera Term Loan, the Company recognized a loss on extinguishment of debt of $1,272 on the Consolidated Statements of Operations and Comprehensive Loss.
\u00a0
Stearns Loan
On June 26, 2023, the Company closed on a $25,000 commercial loan with Stearns Bank, secured by the Company's cultivation facility in Pennsylvania and its AMMD dispensary in Cumberland, Maryland (the \"Stearns Loan\"). The Stearns Loan bore an interest rate of prime plus 2.25% and was set to mature on December 26, 2024.
On August 1, 2024, as described above, the Company entered into the FG Loan, of which, a portion of the proceeds from the Initial Draw was used to retire the Stearns Loan and pay the outstanding principal amount of $24,638. Due to the early retirement of the Stearns Loan, the Company recognized a loss on extinguishment of debt of $369 on the Consolidated Statements of Operations and Comprehensive Loss.
Other loans
Class A Shares of TerrAscend
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.
Stadium Ventures
In connection with the Gage Acquisition, the Company assumed existing indebtedness in the form of a promissory note in the amount of $4,500, which was set to mature on January 1, 2025. The promissory note bore interest at a rate of 6%. On October 1, 2024, the Company paid the outstanding principal amount of $539 and retired the promissory note.
Short-Term Debt
On January 15, 2024, the Company paid off the IHC Real Estate LP promissory note with a payment of $5,000.
On August 1, 2024, as described above, the Company entered into the FG Loan, of which, a portion of the proceeds from the Initial Draw was used to retire certain short-term debt and pay an outstanding principal amount of $1,333. The Company recognized a gain on extinguishment of debt of $45 on the Consolidated Statements of Operations and Comprehensive Loss.
On August 13, 2024, the Company paid off and retired two promissory notes entered into in connection with the Pinnacle Acquisition with a payment of $5,582. The Company recognized a gain on extinguishment of debt of $434 on the Consolidated Statements of Operations and Comprehensive Loss.
Maturities of loans payable
Stated maturities of loans payable over the next five years are as follows:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n |
2025 | \n \u00a0 | \n $ | \n 8,106 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 10,932 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 44,490 | \n \u00a0 | \n
2028 (1) | \n \u00a0 | \n \u00a0 | \n 141,007 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 7 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 3 | \n \u00a0 | \n
Total principal payments | \n \u00a0 | \n $ | \n 204,545 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
(1) Balance excludes the Exit Fee, as described above within this note. | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Ilera term loan retired August 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 76,927 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,191 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n \u2014 | \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 retired August 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,809 | \n \u00a0 | \n
Deferred financing cost | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (791 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n \u2014 | \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 ||
Chicago Atlantic term loan retired September 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n \u2014 | \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 \u2014 | \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 ||
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 (1,168 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,490 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,310 | \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 18,029 | \n \u00a0 | \n \u00a0 | \n $ | \n 19,873 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (746 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,403 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 17,283 | \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 ||
FocusGrowth loan due August 2028 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Principal amount | \n \u00a0 | \n $ | \n 140,000 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Unamortized discount and deferred financing cost | \n \u00a0 | \n \u00a0 | \n (12,799 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exit fee accretion | \n \u00a0 | \n \u00a0 | \n 390 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 127,591 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 1,038 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,698 | \n \u00a0 | \n
Short-term debt | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,849 | \n \u00a0 | \n
Total debt, net | \n \u00a0 | \n $ | \n 190,222 | \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 ||
Loans payable, current | \n \u00a0 | \n \u00a0 | \n 6,761 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 137,737 | \n \u00a0 | \n
Loans payable, non-current | \n \u00a0 | \n \u00a0 | \n 183,461 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 61,633 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Total principal | \n \u00a0 | \n $ | \n 204,545 | \n \u00a0 | \n \u00a0 | \n $ | \n 206,453 | \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
Stated maturities of loans payable over the next five years are as follows:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n |
2025 | \n \u00a0 | \n $ | \n 8,106 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 10,932 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 44,490 | \n \u00a0 | \n
2028 (1) | \n \u00a0 | \n \u00a0 | \n 141,007 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 7 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 3 | \n \u00a0 | \n
Total principal payments | \n \u00a0 | \n $ | \n 204,545 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |
(1) Balance excludes the Exit Fee, as described above within this note. | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
11.\tLeases
Amounts recognized in the Consolidated Balance Sheets were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 41,355 | \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 2,511 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 42,469 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 45,384 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 44,980 | \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 1,370 | \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 1,864 | \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 - | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 407 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,437 | \n \u00a0 | \n
The Company recognized operating lease expense of $7,826 ($369 included in cost of sales), $6,098 ($558 included in cost of sales), and $5,028 ($723 included in cost of sales) for the years ended December 31, 2024, 2023 and 2022, respectively.
Other information related to operating leases consisted of the following:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 12.0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 0.75 | \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 11.45% | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n |
Finance leases | \n \u00a0 | \n 9.44% | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n
\u00a0
Supplemental cash flow information related to leases were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 7,390 | \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 1,594 | \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 75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 153 | \n \u00a0 | \n
Undiscounted lease obligations as of December 31, 2024 are as follows:
\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 |||
2025 | \n \u00a0 | \n $ | \n 7,421 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,000 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,421 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,204 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,204 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 7,089 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,089 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,888 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,888 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 6,931 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,931 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 50,470 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50,470 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 86,003 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 88,003 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (41,023 | \n ) | \n \u00a0 | \n \u00a0 | \n (136 | \n ) | \n \u00a0 | \n \u00a0 | \n (41,159 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 44,980 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n \u00a0 | \n $ | \n 46,844 | \n \u00a0 | \n
\u00a0
A sale-leaseback transaction occurs when an entity sells an asset it owns and then immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. Under ASC 842, Leases, both parties must assess whether the buyer-lessor has obtained control of the asset and a sale has occurred. Through the Gage Acquisition, the Company entered into leaseback transactions on six properties of owned real estate. The Company has determined that these transactions do not qualify as a sale because control was not transferred to the buyer-lessor. Therefore, the Company has classified the lease portion of the transaction as a finance lease and continues to depreciate the asset.
\u00a0
During the third fiscal quarter of 2023, five out of the six agreements were amended to remove the purchase option which qualified the transactions as a sale. As a result, the Company derecognized underlying assets of $8,725 and its related financial obligations in the amount of $10,528, resulting in a gain of $1,803. The Company concurrently recognized an operating right of use asset and operating lease liability of $10,518 for the five dispensaries.
\u00a0
During the fourth quarter of 2023, the Company issued a promissory note to buy back the remaining property for $1,430. As a result, the Company derecognized the financial obligation in the amount of $983, recognizing $447 of adjustment to accretion expense in accordance with ASC 842, Leases.
"}]},{"name":"rpt:f-1190","factDimensions":{"xbrl:concept":"tsndf:SummaryOfAmountsRecognizedInConsolidatedBalanceSheetTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Amounts recognized in the Consolidated Balance Sheets were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 41,355 | \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 2,511 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,244 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 42,469 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 45,384 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 44,980 | \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 1,370 | \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 1,864 | \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 - | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 407 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,437 | \n \u00a0 | \n
Other information related to operating leases consisted of the following:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 12.0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12.5 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 0.75 | \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 11.45% | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11.43 | \n % | \n |
Finance leases | \n \u00a0 | \n 9.44% | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9.47 | \n % | \n
\u00a0
"}]},{"name":"rpt:f-1214","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P12Y"}]},{"name":"rpt:f-1215","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P12Y6M"}]},{"name":"rpt:f-1216","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseWeightedAverageRemainingLeaseTerm1","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P0Y9M"}]},{"name":"rpt:f-1217","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseWeightedAverageRemainingLeaseTerm1","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P1Y2M12D"}]},{"name":"rpt:f-1218","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"0.1145","decimals":4}]},{"name":"rpt:f-1219","factDimensions":{"xbrl:concept":"us-gaap:OperatingLeaseWeightedAverageDiscountRatePercent","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"0.1143","decimals":4}]},{"name":"rpt:f-1220","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseWeightedAverageDiscountRatePercent","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"0.0944","decimals":4}]},{"name":"rpt:f-1221","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseWeightedAverageDiscountRatePercent","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"0.0947","decimals":4}]},{"name":"rpt:f-1222","factDimensions":{"xbrl:concept":"tsndf:SummaryOfSupplementalCashFlowInformationRelatedToLeasesTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Supplemental cash flow information related to leases were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 7,390 | \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 1,594 | \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 75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 153 | \n \u00a0 | \n
Undiscounted lease obligations as of December 31, 2024 are as follows:
\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 |||
2025 | \n \u00a0 | \n $ | \n 7,421 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,000 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,421 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,204 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,204 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 7,089 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,089 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,888 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,888 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 6,931 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,931 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 50,470 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50,470 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 86,003 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 88,003 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (41,023 | \n ) | \n \u00a0 | \n \u00a0 | \n (136 | \n ) | \n \u00a0 | \n \u00a0 | \n (41,159 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 44,980 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n \u00a0 | \n $ | \n 46,844 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-1230","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"7421000","decimals":-3}]},{"name":"rpt:f-1231","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueNextTwelveMonths","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2000000","decimals":-3}]},{"name":"rpt:f-1232","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueNextTwelveMonths","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"9421000","decimals":-3}]},{"name":"rpt:f-1233","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueYearTwo","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"7204000","decimals":-3}]},{"name":"rpt:f-1234","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueYearTwo","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-1235","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueYearTwo","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"7204000","decimals":-3}]},{"name":"rpt:f-1236","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueYearThree","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"7089000","decimals":-3}]},{"name":"rpt:f-1237","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueYearThree","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-1238","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueYearThree","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"7089000","decimals":-3}]},{"name":"rpt:f-1239","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueYearFour","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6888000","decimals":-3}]},{"name":"rpt:f-1240","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueYearFour","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-1241","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueYearFour","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6888000","decimals":-3}]},{"name":"rpt:f-1242","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6931000","decimals":-3}]},{"name":"rpt:f-1243","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-1244","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6931000","decimals":-3}]},{"name":"rpt:f-1245","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"50470000","decimals":-3}]},{"name":"rpt:f-1246","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDueAfterYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0","decimals":-3}]},{"name":"rpt:f-1247","factDimensions":{"xbrl:concept":"tsndf:OperatingAndFinanceLeaseLiabilityPaymentsDueAfterYearFive","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"50470000","decimals":-3}]},{"name":"rpt:f-1248","factDimensions":{"xbrl:concept":"us-gaap:LesseeOperatingLeaseLiabilityPaymentsDue","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"86003000","decimals":-3}]},{"name":"rpt:f-1249","factDimensions":{"xbrl:concept":"us-gaap:FinanceLeaseLiabilityPaymentsDue","xbrl:period":"2025-01-01T00:00:00","xbrl:entit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Convertible debt
\u00a0
In June and August 2023, the Company closed the private placements of a total of 10,355 senior unsecured convertible debentures at a price of $1,000 per debenture for total gross proceeds of $10,355. Unless repaid or converted earlier, the outstanding principal and accrued and unpaid interest on the debentures will be due and payable 36 months following the closing of the debenture offering (the \u201cDebenture Maturity Date\u201d). Each debenture bears interest at a rate of 9.9% per annum from the date of issuance, calculated and compounded semi-annually, and payable on the Debenture Maturity Date. Each holder has the option to elect to receive up to 4.95% per annum of such interest payable in cash on a semi-annual basis. Each debenture is convertible into Common Shares, at the option of the holder, at any time or times prior to the close of business on the last business day immediately preceding the Maturity Date, at a conversion price of $2.01. Holders converting their debentures will receive accrued and unpaid interest for the period from and including the date of the last interest payment date, to and including, the date of conversion.
\u00a0
In accordance with ASC 815, Derivatives and Hedging, the conversion option was bifurcated from the host instrument as the instrument's strike price is denominated in a currency other than the functional currency of the Issuer. It was recorded at fair value, using the Black-Scholes Model (see Note 23). The proceeds are allocated first to the conversion option based on its fair
value of $3,600, and the residual was allocated to the host instrument and recorded as convertible debt at a residual value of $6,755.
\u00a0
The following table summarizes the convertible debt activity for the year-ended December 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,600 | \n \u00a0 | \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 2,616 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 768 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 9,114 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,266 | \n \u00a0 | \n
The Company had accrued interest for its convertible debt of $1,200 and $380 as of December 31, 2024 and December 31, 2023, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
"}]},{"name":"rpt:f-1267","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentFaceAmount","xbrl:period":"2023-09-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"10355000","decimals":-3}]},{"name":"rpt:f-1268","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentConvertibleConversionPrice1","xbrl:period":"2023-09-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"1000","decimals":0}]},{"name":"rpt:f-1269","factDimensions":{"xbrl:concept":"us-gaap:ProceedsFromConvertibleDebt","xbrl:period":"2023-06-01T00:00:00/2023-09-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"10355000","decimals":-3}]},{"name":"rpt:f-1270","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentTerm","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"P36M"}]},{"name":"rpt:f-1271","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentInterestRateStatedPercentage","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"0.099","decimals":3}]},{"name":"rpt:f-1272","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentInterestRateStatedPercentage","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember","srt:RangeAxis":"srt:MaximumMember"},"factValues":[{"value":"0.0495","decimals":4}]},{"name":"rpt:f-1273","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentFrequencyOfPeriodicPayment","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"semi-annual"}]},{"name":"rpt:f-1274","factDimensions":{"xbrl:concept":"us-gaap:DebtInstrumentConvertibleConversionPrice1","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares","us-gaap:StatementEquityComponentsAxis":"us-gaap:CommonStockMember","us-gaap:ShortTermDebtTypeAxis":"tsndf:SeniorUnsecuredConvertibleDebentureMember"},"factValues":[{"value":"2.01","decimals":2}]},{"name":"rpt:f-1275","factDimensions":{"xbrl:concept":"tsndf:ConversionOptionIssuedInPrivatePlacement","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"3600000","decimals":-3}]},{"name":"rpt:f-1276","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebtFairValueDisclosures","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6755000","decimals":-3}]},{"name":"rpt:f-1277","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebtTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The following table summarizes the convertible debt activity for the year-ended December 31, 2024:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,600 | \n \u00a0 | \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 2,616 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 768 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 9,114 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,266 | \n \u00a0 | \n
13.\tShareholders\u2019 equity
The Company is authorized to issue an unlimited number of Common Shares, an unlimited number of Proportionate Voting Shares, an unlimited number of Exchangeable Shares, and an unlimited number of Preferred Shares, issuable in series. The Company's board of Directors (\"Board\") has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each class of the Company\u2019s capital stock.
Unlimited Number of Preferred Shares
The Board has authorized the Company to issue an unlimited number of Series A, Series B, Series C and Series D Preferred Shares. The Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, rank on parity with the Preferred Shares of every other series, and will be entitled to preference over the Proportionate Voting Shares, Common Shares and Exchangeable Shares.
Voting Rights
Holders of Preferred Shares are not entitled to receive notice of, or to attend or to vote at any meeting of the shareholders of the Company.
Dividends
Holders of Preferred Shares are not entitled to receive any dividends, except if the Company issues a dividend when necessary to comply with contractual provisions in respect of an adjustment to the conversion ratio in connection with any dividend paid on the Common Shares.
Conversion Rights
Holders of Preferred Shares are entitled to convert each outstanding Preferred Share into 1,000 Common Shares of the Company (or the economic equivalent in Proportionate Voting Shares for U.S. investors) at the option of the holder, subject to customary anti-dilution provisions.
The Preferred Shares will be automatically converted into Proportionate Voting Shares at the then-effective conversion ratio, instead of being redeemed for cash and other assets, in the event of a change in control.
Redemption Rights
The Company classified the Preferred Shares as permanent equity in the financial statements given that the terms do not obligate the Company to buy back the shares of Preferred Shares in exchange for cash or other assets, nor do the shares represent an
obligation that must or may be settled with a variable number of shares, which are debt-like features. No other redemption provisions exist within the terms of the instrument.
Liquidation Preference
In the event of liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, or upon any other return of capital or distribution of the assets of the Company among its shareholders, in each case for the purposes of winding up its affairs, each Preferred Share entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution or payment may be made to a holder of any Common Shares, Proportionate Voting Shares, Exchangeable Shares or any other shares ranking junior in such liquidation, dissolution, or winding up to the Preferred Shares, an amount per Preferred Share equal to the fair market value of the consideration paid for such Preferred Share upon issuance.
The Company\u2019s Series A, Series B, Series C and Series D Preferred Shares have a liquidation preference that is initially equal to $2,000, $2,000, $3,000 and $3,000, respectively, per Preferred Share; provided that if the Company makes a distribution to holders of all or substantially all of the respective series of Preferred Shares, or if the Company effects a share split or share consolidation of the respective series of Preferred Shares, then the liquidation preference will then be adjusted on the effective date of such event by a rate computed as (i) the number of respective series of Preferred Shares outstanding immediately before giving effect to such event divided by (ii) the number of respective series of Preferred Shares outstanding immediately after such event.
After payment to the holders of the Preferred Shares of the full liquidation preference to which they are entitled in respect of outstanding Preferred Shares (which, for greater certainty, have not been converted prior to such payment), such Preferred Shares will have no further right or claim to any of the assets of the Company.
The liquidation preference will be payable to holders of Preferred Shares in cash; provided, however, that to the extent the Company has, having exercised commercially reasonable efforts to make such payment, insufficient cash available to pay the liquidation preference in full in cash, the portion of the liquidation preference with respect to which the Company has insufficient cash may be paid in property or other assets of the Company. The value of any property or assets not consisting of cash that is distributed by the Company in satisfaction of any portion of the liquidation preference will equal the fair market value on the date of distribution. As of December 31, 2024, the Convertible Preferred Series A and B Shares had an aggregate liquidation value of $25,900, or $2,000 per share.
Unlimited Number of Proportionate Voting Shares
Holders of Proportionate Voting Shares are entitled to receive, as and when declared by the Board, dividends in cash or property of the Company. No dividend may be declared on the Proportionate Voting Shares unless the Company simultaneously declares dividends on the Common Shares in an amount equal to the dividend declared per Proportionate Voting Share divided by 1,000.
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Proportionate Voting Shares are entitled to participate pari passu with the holders of Common Shares in an amount equal to the amount of such distribution per Common Share multiplied by 1,000.
Holders of Proportionate Voting Shares are not entitled to a right of first refusal to subscribe for, purchase or receive any part of any issue of shares, or bonds, debentures or other securities of the Company.
There may be no subdivision or consolidation of the Proportionate Voting Shares unless, simultaneously, the Common Shares and Exchangeable Shares are subdivided or consolidated using the same divisor or multiplier.
Proportionate Voting Shares carry 1,000 votes per share.
Unlimited Number of Exchangeable Shares
Voting Rights
Holders of Exchangeable Shares will not be entitled to receive notice of, attend or vote at meetings of the shareholders of the Company; provided that the holders of Exchangeable Shares will, however, be entitled to receive notice of meetings of
shareholders called for the purpose of authorizing the dissolution of the Company or the sale of its assets, or a substantial part thereof, but holders of Exchangeable Shares will not be entitled to vote at such meeting of the shareholders of the Company.
Dividends
Holders of Exchangeable Shares will not be entitled to receive any dividends.
Dissolution
In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, holders of Exchangeable Shares will not be entitled to receive any amount, property or assets of the Company.
Exchange Rights
Each issued and outstanding Exchangeable Share may, at any time following the exchange start date applicable to the holder of such Exchangeable Share, at the option of the holder and subject to any restrictions or limitations, be exchanged for one Common Share.
Unlimited Number of Common Shares
Voting Rights
Holders of Common Shares are entitled to receive notice of, and to attend, all meetings of the shareholders of the Company and shall have one vote per each Common Share held at all meetings of the Company, except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series.
Dividend Rights
Holders of Common Shares are entitled to receive, subject to the rights of the holder of any other class of shares, any dividends declared by the Company. If, as and when dividends are declared by the directors, each Common Share will be entitled to 0.001 times the amount paid or distributed per Proportionate Voting Share (or, if a stock dividend is declared, each Common Share will be entitled to receive the same number of Common Shares per Common Share of Proportionate Voting Shares entitled to be received per Proportionate Voting Share).
Dissolution
In the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Common Shares will, subject to the rights of any other class of shares, be entitled to receive the remaining property of the Company on the basis that each Common Share will be entitled to 0.001 times the amount distributed per Proportionate Voting Share, but otherwise there is no preference or distinction among or between the Proportionate Voting Shares and the Common Shares.
Conversion Rights
Each issued and outstanding Common Share may at any time, at the option of the holder, be converted into 0.001 of a Proportionate Voting Share.
Description of Transactions:
Common Shares (Private Placements)
In June 2023, concurrently with convertible debenture placements (see Note 12), the Company closed three tranches of private placements and issued 6,580,677 units at a price of $1.50 per unit for total proceeds of $9,476, net of share issuance costs of $395 (the \"Private Placements\"). Each unit is comprised of one Common Share and one-half of one Common Share purchase
warrant. Each warrant entitles the holder to acquire one Common Share at a price of $1.95 per Common Share for a period of 24 months following the date of issuance.
\u00a0
Detachable warrants issued in a bundled transaction are accounted for separately. Under ASC 815, Derivatives and Hedging, the detachable warrants meet the definition of derivative because the exercise price is denominated in a currency that is different from the functional currency of the Company. It was recorded at a fair value of $2,216, using the Black-Scholes Model. The proceeds are allocated first to the warrants based on their fair value, and the residual of $7,655 was allocated to the equity (Note 23). As of December 31, 2023, the warrants were revalued at $1,830, and for the year ended December 31, 2023, a gain of $386 was recorded in (Gain) loss on fair value of warrants and purchase option derivative asset on the Company's Consolidated Statements of Operations and Comprehensive Loss.
On January 28, 2021, the Company completed a private placement and issued 18,115,656 Common Shares at a price of $9.64 per Common Share for total proceeds of $173,477, net of share issuance costs of $1,643.
\u00a0
Share Repurchase Authorization
\u00a0
On August 20, 2024, the Board approved a normal course issuer bid (\"Share Repurchase Program\") to repurchase up to $10,000 of the Company\u2019s common shares (\u201cShares\u201d). The share repurchase program authorizes the Company to repurchase up to 10,000,000 common shares of the Company at any time, or from time to time, from August 22, 2024 until August 21, 2025. The share repurchase program authorizes the Company to repurchase up to 65,361 Shares daily, which represents 25% of the Company\u2019s average daily trading volume on the Toronto Stock Exchange of 261,445 Shares. Any repurchases under the program may be made by means of open market transactions, negotiated block transactions, or otherwise, including pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The size and timing of any repurchases will depend on price, market and business conditions, and other factors. Common Shares may be purchased on the TSX, the OTCQX, or alternative trading systems and are subject to the limitations and rules imposed by U.S. and Canadian securities regulations. The actual number of Common Shares purchased, timing of purchases and share price depend upon market conditions at the time and securities law requirements. Any Common Shares acquired pursuant to the Share Repurchase Program will be returned to treasury and cancelled. Shareholders may obtain a copy of the Form 12 \u2013 Notice of Intention to make a Normal Course Issuer Bid filed by the Company with the TSX, without charge, by contacting the Company.
During the year ended December 31, 2024, the Company repurchased 236,900 common shares under the share repurchase program for total consideration of approximately $215, including excise tax. As of December 31, 2024, the Company had a total of 9,763,100 shares remaining that can be authorized for repurchase.
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Year | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n 2024 | \n \u00a0 | \n \u00a0 | \n 2023 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n (In thousands, except per share data) | \n \u00a0 | \n |||||
Total shares repurchased | \n \u00a0 | \n \u00a0 | \n 236,900 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Shares canceled | \n \u00a0 | \n \u00a0 | \n 107,400 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Weighted average price per share | \n \u00a0 | \n $ | \n 0.93 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n $ | \n 206 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Excise tax (1) | \n \u00a0 | \n $ | \n 9 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
(1) The excise tax accrued in connection with the share repurchases was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and within accrued expenses on the Company\u2019s Consolidated Balance Sheets as of December 31, 2024.
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, 2021 | \n \u00a0 | \n \u00a0 | \n 30,995,473 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,855,066 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.20 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.66 | \n \u00a0 | \n
Replacement warrants granted on acquisition of Gage | \n \u00a0 | \n \u00a0 | \n 282,023 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6.47 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Exercised | \n \u00a0 | \n \u00a0 | \n (7,989,436 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.50 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Expired | \n \u00a0 | \n \u00a0 | \n (47,730 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3.61 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 23,240,330 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 728,715 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.49 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9.72 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 435,212 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 435,212 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.50 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n (345,000 | \n ) | \n \u00a0 | \n \u00a0 | \n (345,000 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.14 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \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 344,140 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 344,140 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.17 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.75 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n (304,055 | \n ) | \n \u00a0 | \n \u00a0 | \n (304,055 | \n ) | \n \u00a0 | \n \u00a0 | \n 5.64 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 23,370,627 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 859,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.14 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7.77 | \n \u00a0 | \n
On December 9, 2022, the Company entered into an arrangement with Canopy USA, LLC (\"Canopy USA\") and certain of its subsidiaries to convert CAD$125,500 in aggregate loans plus accrued interest in exchange for 24,601,467 Exchangeable Shares at a notional price of CAD$5.10 per Exchangeable Share and 22,474,130 new Common Share purchase warrants (the \"New Warrants\") to acquire Common Shares at a weighted average exercise price of CAD$6.07 per Common Share. In addition, the Company, TerrAscend Canada and Arise Bioscience, Inc. (collectively, \"TerrAscend Entities\") and Canopy USA, Canopy USA I Limited Partnership (\"Canopy USA LP I\") and Canopy USA III Limited Partnership (\"Canopy USA LP III\") entered into a debt settlement agreement (the \"Debt Settlement Agreement\"), pursuant to which the TerrAscend Entities are required to deliver to Canopy USA LP I and Canopy USA LP III an aggregate of 24,601,467 Exchangeable Shares and New Warrants with exercise prices ranging from CAD$3.74 to CAD$17.19 as consideration for extinguishing the debt obligations, including all principal and interest on the amounts outstanding thereunder. All of the New Warrants expire on December 31, 2032. Additionally, all of the existing warrants held by Canopy USA LP I and Canopy USA LP III, consisting of 22,474,130 warrants (the \"Prior Warrants\") originally issued to Canopy Growth Corporation and RIV Capital Inc. (previously Canopy Rivers Corporation) between 2019 and 2020 were canceled. The Exchangeable Shares can be converted to Common Shares at Canopy USA LP I and Canopy USA LP III's option, subject to certain conditions.
The fair value of the New Warrants was determined using the Black-Scholes Model using the following inputs and assumptions:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 9, 2022 | \n \u00a0 | \n |
Volatility | \n \u00a0 | \n \u00a0 | \n 78.98 | \n % | \n
Risk-free interest rate | \n \u00a0 | \n \u00a0 | \n 2.87 | \n % | \n
Expected life (years) | \n \u00a0 | \n 10.06 | \n \u00a0 | \n |
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0 | \n % | \n
Pursuant to the terms of the Gage Acquisition, each holder of a warrant to purchase subordinate voting shares of Gage (a \"Gage Warrant\") was replaced with a warrant to purchase Common Shares (a \"Replacement Warrant\") on the basis of 0.3001 of a Replacement Warrant for each Gage Warrant held. Each Replacement Warrant is exercisable into Common Shares at an exercise price ranging from $3.83 to $7.00. The Replacement Warrants expire at various dates from October 6, 2022 to July 2, 2025. Refer to Note 5 for the determination of fair value of Replacement Warrants acquired.
The following is a summary of the outstanding warrant liabilities that are exchangeable into Common Shares.
\u00a0
\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, 2021 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n $ | \n 8.66 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.99 | \n \u00a0 | \n
Granted | \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
Expired | \n \u00a0 | \n \u00a0 | \n (7,129,517 | \n ) | \n \u00a0 | \n \u00a0 | \n (7,129,517 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \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, December 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 0.48 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Year | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n 2024 | \n \u00a0 | \n \u00a0 | \n 2023 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n (In thousands, except per share data) | \n \u00a0 | \n |||||
Total shares repurchased | \n \u00a0 | \n \u00a0 | \n 236,900 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Shares canceled | \n \u00a0 | \n \u00a0 | \n 107,400 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Weighted average price per share | \n \u00a0 | \n $ | \n 0.93 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n $ | \n 206 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Excise tax (1) | \n \u00a0 | \n $ | \n 9 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
(1) The excise tax accrued in connection with the share repurchases was recorded as an adjustment to the cost basis of repurchased shares in treasury stock and within accrued expenses on the Company\u2019s Consolidated Balance Sheets as of December 31, 2024.
"}]},{"name":"rpt:f-1332","factDimensions":{"xbrl:concept":"us-gaap:StockRepurchasedDuringPeriodShares","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"236900"}]},{"name":"rpt:f-1333","factDimensions":{"xbrl:concept":"tsndf:StockRepurchasedCanceledShares","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"107400"}]},{"name":"rpt:f-1334","factDimensions":{"xbrl:concept":"tsndf:ShareRepurchaseProgramAveragePricePerShare","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"0.93","decimals":2}]},{"name":"rpt:f-1335","factDimensions":{"xbrl:concept":"us-gaap:StockRepurchasedDuringPeriodValue","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"206000","decimals":-3}]},{"name":"rpt:f-1336","factDimensions":{"xbrl:concept":"us-gaap:ShareRepurchaseProgramExciseTax","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"9000","decimals":-3}]},{"name":"rpt:f-1337","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","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, 2021 | \n \u00a0 | \n \u00a0 | \n 30,995,473 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,855,066 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.20 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.66 | \n \u00a0 | \n
Replacement warrants granted on acquisition of Gage | \n \u00a0 | \n \u00a0 | \n 282,023 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6.47 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Exercised | \n \u00a0 | \n \u00a0 | \n (7,989,436 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.50 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Expired | \n \u00a0 | \n \u00a0 | \n (47,730 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3.61 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 23,240,330 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 728,715 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.49 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9.72 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 435,212 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 435,212 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.50 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n (345,000 | \n ) | \n \u00a0 | \n \u00a0 | \n (345,000 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.14 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \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 344,140 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 344,140 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.17 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.75 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n (304,055 | \n ) | \n \u00a0 | \n \u00a0 | \n (304,055 | \n ) | \n \u00a0 | \n \u00a0 | \n 5.64 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 23,370,627 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 859,012 | \n \u00a0 | \n \u00a0 | \n $ | \n 4.14 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7.77 | \n \u00a0 | \n
The fair value of the New Warrants was determined using the Black-Scholes Model using the following inputs and assumptions:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 9, 2022 | \n \u00a0 | \n |
Volatility | \n \u00a0 | \n \u00a0 | \n 78.98 | \n % | \n
Risk-free interest rate | \n \u00a0 | \n \u00a0 | \n 2.87 | \n % | \n
Expected life (years) | \n \u00a0 | \n 10.06 | \n \u00a0 | \n |
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0 | \n % | \n
The following is a summary of the outstanding warrant liabilities that are exchangeable into Common Shares.
\u00a0
\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, 2021 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,129,517 | \n \u00a0 | \n \u00a0 | \n $ | \n 8.66 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.99 | \n \u00a0 | \n
Granted | \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
Expired | \n \u00a0 | \n \u00a0 | \n (7,129,517 | \n ) | \n \u00a0 | \n \u00a0 | \n (7,129,517 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \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, December 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 0.48 | \n \u00a0 | \n
14.\tShare-based compensation plans
Share-based payments expense
Total share-based payments expense was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Stock options | \n \u00a0 | \n $ | \n 6,993 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,424 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,485 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 2,713 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,283 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,677 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 9,706 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,707 | \n \u00a0 | \n \u00a0 | \n $ | \n 12,162 | \n \u00a0 | \n
As of December 31, 2024, the total unrecognized compensation cost related to nonvested stock options was $5,254. The weighted average period over which it is expected to be recognized is 2.24 years for options.
Stock Options
The Company\u2019s 15% rolling Stock Option Plan was originally adopted and approved by the Board effective March 8, 2017. The Stock Option Plan governs the grant, administration and exercise of options to purchase Common Shares, which may be granted to employees, directors or consultants (\"Eligible Persons\") of the Company. The number of Common Shares reserved for issuance to any one person under an option granted pursuant to the Stock Option Plan, when combined with the number of Common Shares reserved for issuance under all awards granted within the one-year period prior to the date of grant under all other share compensation plans, including the Stock Option Plan and the Company\u2019s share unit plan (the \u201cRSU Plan\u201d), may not exceed 5% of the issued and outstanding Common Shares at the date of grant on a non-diluted basis, unless the Company has obtained disinterested shareholder approval. Options to purchase Common Shares granted under the Stock Option Plan will have an exercise price not less than the \u201cfair market value\u201d of a Common Share on the date of grant, being the five-day volume weighted average price of the Common Shares based on the date of grant of the option. The exercise price, term and vesting of options to purchase Common Shares shall otherwise be as approved by the Board. Unless otherwise determined by the Board, options to purchase Common Shares typically vest and become exercisable at a rate of 25% on each of the first four anniversary dates from the date of grant.
The options to purchase Common Shares outstanding noted below consist of service-based options granted to employees, the majority of which vest over a to four-year period and have a to ten-year contractual term. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.
The following table summarizes the stock option activity:
\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, 2021 | \n \u00a0 | \n 12,854,519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.84 | \n \u00a0 | \n $ | \n 4.85 | \n \u00a0 | \n $ | \n 27,557 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 7,058,840 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.69 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Replacement options granted on acquisition of Gage | \n \u00a0 | \n 4,940,364 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.99 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (778,245 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.62 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (3,397,021 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 5.96 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (567,211 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 7.14 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n 20,111,246 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.86 | \n \u00a0 | \n $ | \n 3.63 | \n \u00a0 | \n $ | \n 320 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 2,191,627 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.69 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (416,852 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.23 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (3,478,453 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 4.45 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (2,129,188 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.85 | \n \u00a0 | \n \u00a0 | \n \u2014 | \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 3,355,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.90 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (30,625 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.55 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (913,145 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.22 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (2,568,691 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.53 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n 16,120,919 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.90 | \n \u00a0 | \n $ | \n 3.13 | \n \u00a0 | \n $ | \n 32 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n . | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, December 31, 2024 | \n \u00a0 | \n 11,169,004 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.72 | \n \u00a0 | \n $ | \n 3.51 | \n \u00a0 | \n $ | \n 32 | \n \u00a0 | \n
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company\u2019s closing stock price at the end of the year and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on December 31, 2024, 2023, and 2022, respectively.
The total pre-tax intrinsic value (the difference between the market price of the Common Shares on the exercise date and the price paid by the options to exercise the option) related to stock options exercised is presented below:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Exercised | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n \u00a0 | \n $ | \n 558 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,355 | \n \u00a0 | \n
Pursuant to the terms of the Gage Acquisition, each holder of a stock option to purchase subordinate voting shares of Gage (a \"Gage Option\") was replaced with an option to purchase Common Shares (a \"Replacement Option\") on the basis of 0.3001 of a Replacement Option for each Gage Option held. The Company issued 4,940,364 Replacement Options in connection with the Gage Acquisition. The Replacement Options vest over a to three year period. The fair value of the Replacement Options is estimated using the Black-Scholes Model with the following assumptions:
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 10, 2022 | \n \u00a0 | \n |
Volatility | \n \u00a0 | \n 55.0%-80.0% | \n \u00a0 | \n |
Risk-free interest rate | \n \u00a0 | \n 1.22%-1.94% | \n \u00a0 | \n |
Expected life (years) | \n \u00a0 | \n 1.00-5.00 | \n \u00a0 | \n |
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0 | \n % | \n
\u00a0
The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions:
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Volatility | \n \u00a0 | \n 70.54% - 78.31% | \n \u00a0 | \n \u00a0 | \n 77.79% - 80.16% | \n \u00a0 | \n \u00a0 | \n 77.55% - 77.89% | \n \u00a0 | \n |||
Risk-free interest rate | \n \u00a0 | \n 3.18% - 4.45% | \n \u00a0 | \n \u00a0 | \n 2.85% - 4.26% | \n \u00a0 | \n \u00a0 | \n 1.63% - 3.51% | \n \u00a0 | \n |||
Expected life (years) | \n \u00a0 | \n 4.01 - 10.01 | \n \u00a0 | \n \u00a0 | \n 9.78 - 10.01 | \n \u00a0 | \n \u00a0 | \n 9.62 - 10.01 | \n \u00a0 | \n |||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
Volatility was estimated by using the historical volatility of the Company. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on U.S. treasury bond issues with a remaining term approximately equal to the expected life of the options. Dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future.
The total estimated fair value of stock options that vested during the years ended December 31, 2024, 2023, and 2022, was $5,943, $5,552, and $8,352, respectively.
Restricted Share Units
The Company\u2019s RSU Plan was approved by the Board effective November 19, 2019. The RSU Plan governs the grant, administration and release of share units (\"RSUs\") which may be granted to Eligible Persons of the Company. Pursuant to the RSU Plan, the number of Common Shares that may be reserved for issuance under the RSU Plan and under any other share compensation plans of the Company, including the Stock Option Plan, may not exceed (in the aggregate) 10% of the outstanding Common Shares on the date of grant on a non-diluted basis. The Company is required, at all times during the term of the RSU Plan, to reserve and keep available the number of Common Shares necessary to satisfy the requirements of the RSU Plan.
The following table summarizes the activities for the RSUs:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2021 | \n \u00a0 | \n \u00a0 | \n 192,171 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 1,176,397 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (669,478 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (283,450 | \n ) | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 415,640 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 2,387,275 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (1,596,814 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (127,517 | \n ) | \n
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 1,078,584 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 2,449,011 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (1,581,997 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (345,293 | \n ) | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 1,600,305 | \n \u00a0 | \n
RSUs granted during the year ended December 31, 2024, vest over a three month to four year term. Of the RSUs granted in 2023, 602,183 vested on the grant date, with the remainder vesting over a six month to four year term. Of the RSUs granted in 2022, 106,840 vested on the grant date, with the remainder vesting over a six month to four year term.
As of December 31, 2024, there was $3,420 of total unrecognized compensation cost related to unvested RSUs.
"}]},{"name":"rpt:f-1412","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Total share-based payments expense was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Stock options | \n \u00a0 | \n $ | \n 6,993 | \n \u00a0 | \n \u00a0 | \n $ | \n 4,424 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,485 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 2,713 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,283 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,677 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 9,706 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,707 | \n \u00a0 | \n \u00a0 | \n $ | \n 12,162 | \n \u00a0 | \n
The following table summarizes the stock option activity:
\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, 2021 | \n \u00a0 | \n 12,854,519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.84 | \n \u00a0 | \n $ | \n 4.85 | \n \u00a0 | \n $ | \n 27,557 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 7,058,840 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.69 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Replacement options granted on acquisition of Gage | \n \u00a0 | \n 4,940,364 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.99 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (778,245 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.62 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (3,397,021 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 5.96 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (567,211 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 7.14 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n 20,111,246 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.86 | \n \u00a0 | \n $ | \n 3.63 | \n \u00a0 | \n $ | \n 320 | \n \u00a0 | \n
Granted | \n \u00a0 | \n 2,191,627 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.69 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (416,852 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.23 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (3,478,453 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 4.45 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (2,129,188 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.85 | \n \u00a0 | \n \u00a0 | \n \u2014 | \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 3,355,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.90 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n (30,625 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 1.55 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (913,145 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.22 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (2,568,691 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 3.53 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n 16,120,919 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.90 | \n \u00a0 | \n $ | \n 3.13 | \n \u00a0 | \n $ | \n 32 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n . | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, December 31, 2024 | \n \u00a0 | \n 11,169,004 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.72 | \n \u00a0 | \n $ | \n 3.51 | \n \u00a0 | \n $ | \n 32 | \n \u00a0 | \n
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 options to exercise the option) related to stock options exercised is presented below:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Exercised | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n \u00a0 | \n $ | \n 558 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,355 | \n \u00a0 | \n
| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 10, 2022 | \n \u00a0 | \n |
Volatility | \n \u00a0 | \n 55.0%-80.0% | \n \u00a0 | \n |
Risk-free interest rate | \n \u00a0 | \n 1.22%-1.94% | \n \u00a0 | \n |
Expected life (years) | \n \u00a0 | \n 1.00-5.00 | \n \u00a0 | \n |
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0 | \n % | \n
\u00a0
The fair value of the various stock options granted were estimated using the Black-Scholes Model with the following weighted average assumptions: \n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Volatility | \n \u00a0 | \n 70.54% - 78.31% | \n \u00a0 | \n \u00a0 | \n 77.79% - 80.16% | \n \u00a0 | \n \u00a0 | \n 77.55% - 77.89% | \n \u00a0 | \n |||
Risk-free interest rate | \n \u00a0 | \n 3.18% - 4.45% | \n \u00a0 | \n \u00a0 | \n 2.85% - 4.26% | \n \u00a0 | \n \u00a0 | \n 1.63% - 3.51% | \n \u00a0 | \n |||
Expected life (years) | \n \u00a0 | \n 4.01 - 10.01 | \n \u00a0 | \n \u00a0 | \n 9.78 - 10.01 | \n \u00a0 | \n \u00a0 | \n 9.62 - 10.01 | \n \u00a0 | \n |||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
The following table summarizes the activities for the RSUs:
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2021 | \n \u00a0 | \n \u00a0 | \n 192,171 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 1,176,397 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (669,478 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (283,450 | \n ) | \n
Outstanding, December 31, 2022 | \n \u00a0 | \n \u00a0 | \n 415,640 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 2,387,275 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (1,596,814 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (127,517 | \n ) | \n
Outstanding, December 31, 2023 | \n \u00a0 | \n \u00a0 | \n 1,078,584 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n 2,449,011 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (1,581,997 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n (345,293 | \n ) | \n
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 1,600,305 | \n \u00a0 | \n
15. \tNon-controlling interest
Non-controlling interest consists mainly of a 12.5% minority ownership interest in TerrAscend's New Jersey operations.
On January 19, 2024, the Company reduced its non-controlling interest through the acquisition of the remaining 50.1% equity in both State Flower and the 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.
On June 26, 2023, the Company reduced its non-controlling interest through a buyout of the minority interest in IHC Real Estate LP (Note 10). The transaction was accounted for as an equity transaction. The carrying amount of the non-controlling interest was adjusted by $1,323 to reflect the change in the net book value ownership interest. The difference from the consideration paid of $7,500 is recognized in additional paid in capital and attributed to the parent's equity holders.
The following table summarizes the non-controlling interest activity for the years ended:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 (7,324 | \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 7,562 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,815 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n (144 | \n ) | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
The following table summarizes the non-controlling interest activity for the years ended:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 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 (7,324 | \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 7,562 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 8,815 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n (144 | \n ) | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
16. \tRelated parties
The amounts due to/from related parties consisted of:
17.\tIncome taxes
The domestic and foreign components of loss from continuing operations before provision for income taxes are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Domestic | \n \u00a0 | \n \u00a0 | \n (38,237 | \n ) | \n \u00a0 | \n \u00a0 | \n (45,490 | \n ) | \n \u00a0 | \n \u00a0 | \n (337,019 | \n ) | \n
Foreign | \n \u00a0 | \n \u00a0 | \n (13,995 | \n ) | \n \u00a0 | \n \u00a0 | \n (13,343 | \n ) | \n \u00a0 | \n \u00a0 | \n 26,834 | \n \u00a0 | \n
Loss before income taxes | \n \u00a0 | \n $ | \n (52,232 | \n ) | \n \u00a0 | \n $ | \n (58,833 | \n ) | \n \u00a0 | \n $ | \n (310,185 | \n ) | \n
The Company has computed its provision for income taxes based on the actual effective tax rate for the year as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada.
Significant judgment is required in evaluating the Company\u2019s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the
largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained.
The provision for income taxes consists of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Current: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Federal | \n \u00a0 | \n \u00a0 | \n 27,372 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 30,727 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 21,692 | \n \u00a0 | \n
State | \n \u00a0 | \n \u00a0 | \n 1,812 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,279 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,718 | \n \u00a0 | \n
Foreign | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 62 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 106 | \n \u00a0 | \n
Total Current | \n \u00a0 | \n $ | \n 29,184 | \n \u00a0 | \n \u00a0 | \n $ | \n 42,068 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,516 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Deferred: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Federal | \n \u00a0 | \n \u00a0 | \n (7,284 | \n ) | \n \u00a0 | \n \u00a0 | \n (13,363 | \n ) | \n \u00a0 | \n \u00a0 | \n (29,297 | \n ) | \n
State | \n \u00a0 | \n \u00a0 | \n (1,462 | \n ) | \n \u00a0 | \n \u00a0 | \n (5,271 | \n ) | \n \u00a0 | \n \u00a0 | \n (6,002 | \n ) | \n
Foreign | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Deferred | \n \u00a0 | \n $ | \n (8,746 | \n ) | \n \u00a0 | \n $ | \n (18,615 | \n ) | \n \u00a0 | \n $ | \n (35,299 | \n ) | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Total Income Tax Provision | \n \u00a0 | \n $ | \n 20,438 | \n \u00a0 | \n \u00a0 | \n $ | \n 23,453 | \n \u00a0 | \n \u00a0 | \n $ | \n (10,783 | \n ) | \n
The following table reconciles the expected statutory federal income tax to the actual income tax provision:
\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 December 31, 2024 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n ||||||||||||||||||
\u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n ||||||
Loss income before taxes | \n \u00a0 | \n $ | \n (52,232 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n (58,833 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n (310,185 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Expected income benefit at statutory tax rate | \n \u00a0 | \n \u00a0 | \n (10,969 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n \u00a0 | \n \u00a0 | \n (12,355 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n \u00a0 | \n \u00a0 | \n (65,139 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n
U.S. state income taxes | \n \u00a0 | \n \u00a0 | \n (5,927 | \n ) | \n \u00a0 | \n \u00a0 | \n 11.4 | \n % | \n \u00a0 | \n \u00a0 | \n (2,218 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.8 | \n % | \n \u00a0 | \n \u00a0 | \n (7,067 | \n ) | \n \u00a0 | \n \u00a0 | \n -4.4 | \n % | \n
IRC 280E adjustment | \n \u00a0 | \n \u00a0 | \n 32,192 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -61.6 | \n % | \n \u00a0 | \n \u00a0 | \n 31,960 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -54.3 | \n % | \n \u00a0 | \n \u00a0 | \n 28,607 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -8.4 | \n % | \n
Share based compensation | \n \u00a0 | \n \u00a0 | \n 2,038 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -3.9 | \n % | \n \u00a0 | \n \u00a0 | \n 1,619 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -2.8 | \n % | \n \u00a0 | \n \u00a0 | \n 2,554 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.7 | \n % | \n
Return to provision true-up | \n \u00a0 | \n \u00a0 | \n (2,021 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.9 | \n % | \n \u00a0 | \n \u00a0 | \n 5,342 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -9.1 | \n % | \n \u00a0 | \n \u00a0 | \n (7,359 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Impairment of goodwill and intangible assets | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n \u00a0 | \n \u00a0 | \n 985 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.7 | \n % | \n \u00a0 | \n \u00a0 | \n 35,775 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Changes in unrecognized tax benefits | \n \u00a0 | \n \u00a0 | \n 1,030 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -2.0 | \n % | \n \u00a0 | \n \u00a0 | \n 3,041 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -5.2 | \n % | \n \u00a0 | \n \u00a0 | \n 10,662 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.4 | \n % | \n
Extinguishment of debt | \n \u00a0 | \n \u00a0 | \n 105 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.2 | \n % | \n \u00a0 | \n \u00a0 | \n 173 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.3 | \n % | \n \u00a0 | \n \u00a0 | \n (8,239 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Canada income taxes at different statutory rates | \n \u00a0 | \n \u00a0 | \n (458 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.9 | \n % | \n \u00a0 | \n \u00a0 | \n (413 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.7 | \n % | \n \u00a0 | \n \u00a0 | \n (2,511 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.4 | \n % | \n
Changes in valuation allowance | \n \u00a0 | \n \u00a0 | \n (1,111 | \n ) | \n \u00a0 | \n \u00a0 | \n 2.1 | \n % | \n \u00a0 | \n \u00a0 | \n 155 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.3 | \n % | \n \u00a0 | \n \u00a0 | \n 19,146 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.4 | \n % | \n
Revaluation of equity/warrants | \n \u00a0 | \n \u00a0 | \n (955 | \n ) | \n \u00a0 | \n \u00a0 | \n 1.8 | \n % | \n \u00a0 | \n \u00a0 | \n (68 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.1 | \n % | \n \u00a0 | \n \u00a0 | \n (12,290 | \n ) | \n \u00a0 | \n \u00a0 | \n -19.9 | \n % | \n
Revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 518 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.0 | \n % | \n \u00a0 | \n \u00a0 | \n (136 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.2 | \n % | \n \u00a0 | \n \u00a0 | \n (223 | \n ) | \n \u00a0 | \n \u00a0 | \n -3.4 | \n % | \n
Investment in partnerships | \n \u00a0 | \n \u00a0 | \n 3,740 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -7.2 | \n % | \n \u00a0 | \n \u00a0 | \n 2,938 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -5.0 | \n % | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -3.4 | \n % | \n
Other | \n \u00a0 | \n \u00a0 | \n 2,256 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -4.3 | \n % | \n \u00a0 | \n \u00a0 | \n (7,570 | \n ) | \n \u00a0 | \n \u00a0 | \n 12.9 | \n % | \n \u00a0 | \n \u00a0 | \n (4,699 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.6 | \n % | \n
Actual income tax provision | \n \u00a0 | \n $ | \n 20,438 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -39.1 | \n % | \n \u00a0 | \n $ | \n 23,453 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -39.8 | \n % | \n \u00a0 | \n $ | \n (10,783 | \n ) | \n \u00a0 | \n \u00a0 | \n -9.2 | \n % | \n
As the operations of the Company are predominantly U.S. based, the Company has prepared the tax rate table using the U.S. Federal tax rate of 21%.
The following table presents a reconciliation of unrecognized tax benefits:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Balance at beginning of year | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,883 | \n \u00a0 | \n
Increase based on tax positions related to current periods | \n \u00a0 | \n \u00a0 | \n 37,278 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,337 | \n \u00a0 | \n
Increase based on tax positions related to prior periods | \n \u00a0 | \n \u00a0 | \n 40,986 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 30,250 | \n \u00a0 | \n
Settlements with tax authorities | \n \u00a0 | \n \u00a0 | \n (13,770 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,985 | \n ) | \n
Balance at end of year | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n
A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, recorded in the consolidated balance sheets for the years presented:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Balance, beginning of year | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n \u00a0 | \n $ | \n 13,223 | \n \u00a0 | \n
Increases based on tax positions related to prior years | \n \u00a0 | \n \u00a0 | \n 4,536 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,613 | \n \u00a0 | \n
Additions based on tax positions related to the current year | \n \u00a0 | \n \u00a0 | \n 26,825 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 59,248 | \n \u00a0 | \n
Additions based on refunds received related to prior years | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Reclass of tax payments on deposit and other | \n \u00a0 | \n \u00a0 | \n (4,007 | \n ) | \n \u00a0 | \n \u00a0 | \n 2,543 | \n \u00a0 | \n
Ending carrying amount (1) | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n
(1) Related to uncertain tax liabilities, the Company accrued $8,006 in interest and $4,803 in penalties as of December 31, 2024, and $1,531 in interest and $1,567 in penalties as of December 31, 2023.
The increase in uncertain tax positions is primarily due to legal interpretations that challenge the application of Section 280E of the Code to the Company (\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.
The principal component of deferred taxes are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Deferred tax assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Net operating losses | \n \u00a0 | \n $ | \n 49,222 | \n \u00a0 | \n \u00a0 | \n $ | \n 50,440 | \n \u00a0 | \n
Reserves | \n \u00a0 | \n \u00a0 | \n 63 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 286 | \n \u00a0 | \n
Share issuance costs | \n \u00a0 | \n \u00a0 | \n 1,039 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,039 | \n \u00a0 | \n
Intangible assets | \n \u00a0 | \n \u00a0 | \n 4,667 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,267 | \n \u00a0 | \n
Investment in partnerships | \n \u00a0 | \n \u00a0 | \n 9,182 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,867 | \n \u00a0 | \n
Lease liability | \n \u00a0 | \n \u00a0 | \n 8,510 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,974 | \n \u00a0 | \n
Other | \n \u00a0 | \n \u00a0 | \n 2,171 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,116 | \n \u00a0 | \n
Total deferred tax assets | \n \u00a0 | \n \u00a0 | \n 74,854 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 74,989 | \n \u00a0 | \n
Valuation allowance | \n \u00a0 | \n \u00a0 | \n (61,497 | \n ) | \n \u00a0 | \n \u00a0 | \n (62,608 | \n ) | \n
Net deferred tax assets | \n \u00a0 | \n $ | \n 13,357 | \n \u00a0 | \n \u00a0 | \n $ | \n 12,381 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Deferred tax liabilities | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Intangible assets | \n \u00a0 | \n $ | \n (14,013 | \n ) | \n \u00a0 | \n $ | \n (24,949 | \n ) | \n
Property and equipment | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (52 | \n ) | \n
Right of use asset | \n \u00a0 | \n \u00a0 | \n (7,772 | \n ) | \n \u00a0 | \n \u00a0 | \n (4,555 | \n ) | \n
Total deferred tax liabilities | \n \u00a0 | \n $ | \n (21,785 | \n ) | \n \u00a0 | \n $ | \n (29,556 | \n ) | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Net deferred tax liabilities | \n \u00a0 | \n $ | \n (8,428 | \n ) | \n \u00a0 | \n $ | \n (17,175 | \n ) | \n
The Company assesses available positive and negative evidence to estimate if it is more likely than not to use certain jurisdiction-based deferred tax assets including net operating loss carryovers. On the basis of this assessment, the Company continues to maintain a valuation allowance on certain deferred tax assets for the year ended December 31, 2024.
As of December 31, 2024, the Company had $163,630 of Canadian net operating loss carryovers that expire at different times, the earliest of which is 2035 for $547. As of December 31, 2024, the Company had $24,859 of domestic federal net operating loss carryovers with no expiration date. As of December 31, 2024, the Company had various state net operating loss carryovers that expire at different times. The statute of limitations with respect to our federal returns remains open for tax years 2021 and forward. Over the next twelve months, the Company believes it is reasonably possible that various statutes of limitation will expire which would have the effect of reducing the balance of unrecognized tax benefits by $31,919.
As the Company operates in the cannabis industry, the IRS takes the position that the Company is subject to the limitations of Section 280E of the Code, under which the Company is only allowed to deduct expenses directly related to sales of product. Application of Section 280E results in permanent differences between ordinary and necessary business expenses deemed non-deductible under Section 280E of the Code. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss.
Related to its 280E Tax Position, the Company has filed amended federal and state returns for . During the year ended December 31, 2024, the Company received refunds related primarily to the amended federal tax return for tax year 2020 in the amount of $8,699, including interest. During the year ended December 31, 2024, certain of the Company\u2019s amended federal income tax returns were selected for routine examinations by the Internal Revenue Service. The Company does not currently anticipate completion of the audits within the next twelve months. During the year ended December 31, 2024, the Company released a portion of its uncertain tax benefits in the amount of $16,568.
"}]},{"name":"rpt:f-1564","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The domestic and foreign components of loss from continuing operations before provision for income taxes are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Domestic | \n \u00a0 | \n \u00a0 | \n (38,237 | \n ) | \n \u00a0 | \n \u00a0 | \n (45,490 | \n ) | \n \u00a0 | \n \u00a0 | \n (337,019 | \n ) | \n
Foreign | \n \u00a0 | \n \u00a0 | \n (13,995 | \n ) | \n \u00a0 | \n \u00a0 | \n (13,343 | \n ) | \n \u00a0 | \n \u00a0 | \n 26,834 | \n \u00a0 | \n
Loss before income taxes | \n \u00a0 | \n $ | \n (52,232 | \n ) | \n \u00a0 | \n $ | \n (58,833 | \n ) | \n \u00a0 | \n $ | \n (310,185 | \n ) | \n
The Company has computed its provision for income taxes based on the actual effective tax rate for the year as the Company believes this is the best estimate for the annual effective tax rate. The Company is subject to income taxes in the United States and Canada.
Significant judgment is required in evaluating the Company\u2019s uncertain tax positions and determining the provision for income taxes. The Company recognizes benefits from uncertain tax positions based on the cumulative probability method whereby the
largest benefit with a cumulative probability of greater than 50% is recorded. An uncertain tax position is not recognized if it has less than a 50% likelihood of being sustained.
The provision for income taxes consists of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Current: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Federal | \n \u00a0 | \n \u00a0 | \n 27,372 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 30,727 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 21,692 | \n \u00a0 | \n
State | \n \u00a0 | \n \u00a0 | \n 1,812 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 11,279 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,718 | \n \u00a0 | \n
Foreign | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 62 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 106 | \n \u00a0 | \n
Total Current | \n \u00a0 | \n $ | \n 29,184 | \n \u00a0 | \n \u00a0 | \n $ | \n 42,068 | \n \u00a0 | \n \u00a0 | \n $ | \n 24,516 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Deferred: | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Federal | \n \u00a0 | \n \u00a0 | \n (7,284 | \n ) | \n \u00a0 | \n \u00a0 | \n (13,363 | \n ) | \n \u00a0 | \n \u00a0 | \n (29,297 | \n ) | \n
State | \n \u00a0 | \n \u00a0 | \n (1,462 | \n ) | \n \u00a0 | \n \u00a0 | \n (5,271 | \n ) | \n \u00a0 | \n \u00a0 | \n (6,002 | \n ) | \n
Foreign | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Deferred | \n \u00a0 | \n $ | \n (8,746 | \n ) | \n \u00a0 | \n $ | \n (18,615 | \n ) | \n \u00a0 | \n $ | \n (35,299 | \n ) | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Total Income Tax Provision | \n \u00a0 | \n $ | \n 20,438 | \n \u00a0 | \n \u00a0 | \n $ | \n 23,453 | \n \u00a0 | \n \u00a0 | \n $ | \n (10,783 | \n ) | \n
The following table reconciles the expected statutory federal income tax to the actual income tax provision:
\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 December 31, 2024 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n ||||||||||||||||||
\u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n \u00a0 | \n Amount | \n \u00a0 | \n \u00a0 | \n Percent | \n \u00a0 | \n ||||||
Loss income before taxes | \n \u00a0 | \n $ | \n (52,232 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n (58,833 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n (310,185 | \n ) | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n |||
Expected income benefit at statutory tax rate | \n \u00a0 | \n \u00a0 | \n (10,969 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n \u00a0 | \n \u00a0 | \n (12,355 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n \u00a0 | \n \u00a0 | \n (65,139 | \n ) | \n \u00a0 | \n \u00a0 | \n 21.0 | \n % | \n
U.S. state income taxes | \n \u00a0 | \n \u00a0 | \n (5,927 | \n ) | \n \u00a0 | \n \u00a0 | \n 11.4 | \n % | \n \u00a0 | \n \u00a0 | \n (2,218 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.8 | \n % | \n \u00a0 | \n \u00a0 | \n (7,067 | \n ) | \n \u00a0 | \n \u00a0 | \n -4.4 | \n % | \n
IRC 280E adjustment | \n \u00a0 | \n \u00a0 | \n 32,192 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -61.6 | \n % | \n \u00a0 | \n \u00a0 | \n 31,960 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -54.3 | \n % | \n \u00a0 | \n \u00a0 | \n 28,607 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -8.4 | \n % | \n
Share based compensation | \n \u00a0 | \n \u00a0 | \n 2,038 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -3.9 | \n % | \n \u00a0 | \n \u00a0 | \n 1,619 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -2.8 | \n % | \n \u00a0 | \n \u00a0 | \n 2,554 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.7 | \n % | \n
Return to provision true-up | \n \u00a0 | \n \u00a0 | \n (2,021 | \n ) | \n \u00a0 | \n \u00a0 | \n 3.9 | \n % | \n \u00a0 | \n \u00a0 | \n 5,342 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -9.1 | \n % | \n \u00a0 | \n \u00a0 | \n (7,359 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Impairment of goodwill and intangible assets | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n \u00a0 | \n \u00a0 | \n 985 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.7 | \n % | \n \u00a0 | \n \u00a0 | \n 35,775 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Changes in unrecognized tax benefits | \n \u00a0 | \n \u00a0 | \n 1,030 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -2.0 | \n % | \n \u00a0 | \n \u00a0 | \n 3,041 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -5.2 | \n % | \n \u00a0 | \n \u00a0 | \n 10,662 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.4 | \n % | \n
Extinguishment of debt | \n \u00a0 | \n \u00a0 | \n 105 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.2 | \n % | \n \u00a0 | \n \u00a0 | \n 173 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.3 | \n % | \n \u00a0 | \n \u00a0 | \n (8,239 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.0 | \n % | \n
Canada income taxes at different statutory rates | \n \u00a0 | \n \u00a0 | \n (458 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.9 | \n % | \n \u00a0 | \n \u00a0 | \n (413 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.7 | \n % | \n \u00a0 | \n \u00a0 | \n (2,511 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.4 | \n % | \n
Changes in valuation allowance | \n \u00a0 | \n \u00a0 | \n (1,111 | \n ) | \n \u00a0 | \n \u00a0 | \n 2.1 | \n % | \n \u00a0 | \n \u00a0 | \n 155 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -0.3 | \n % | \n \u00a0 | \n \u00a0 | \n 19,146 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.4 | \n % | \n
Revaluation of equity/warrants | \n \u00a0 | \n \u00a0 | \n (955 | \n ) | \n \u00a0 | \n \u00a0 | \n 1.8 | \n % | \n \u00a0 | \n \u00a0 | \n (68 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.1 | \n % | \n \u00a0 | \n \u00a0 | \n (12,290 | \n ) | \n \u00a0 | \n \u00a0 | \n -19.9 | \n % | \n
Revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 518 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -1.0 | \n % | \n \u00a0 | \n \u00a0 | \n (136 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.2 | \n % | \n \u00a0 | \n \u00a0 | \n (223 | \n ) | \n \u00a0 | \n \u00a0 | \n -3.4 | \n % | \n
Investment in partnerships | \n \u00a0 | \n \u00a0 | \n 3,740 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -7.2 | \n % | \n \u00a0 | \n \u00a0 | \n 2,938 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -5.0 | \n % | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -3.4 | \n % | \n
Other | \n \u00a0 | \n \u00a0 | \n 2,256 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -4.3 | \n % | \n \u00a0 | \n \u00a0 | \n (7,570 | \n ) | \n \u00a0 | \n \u00a0 | \n 12.9 | \n % | \n \u00a0 | \n \u00a0 | \n (4,699 | \n ) | \n \u00a0 | \n \u00a0 | \n 0.6 | \n % | \n
Actual income tax provision | \n \u00a0 | \n $ | \n 20,438 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -39.1 | \n % | \n \u00a0 | \n $ | \n 23,453 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n -39.8 | \n % | \n \u00a0 | \n $ | \n (10,783 | \n ) | \n \u00a0 | \n \u00a0 | \n -9.2 | \n % | \n
The following table presents a reconciliation of unrecognized tax benefits:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Balance at beginning of year | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,883 | \n \u00a0 | \n
Increase based on tax positions related to current periods | \n \u00a0 | \n \u00a0 | \n 37,278 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,337 | \n \u00a0 | \n
Increase based on tax positions related to prior periods | \n \u00a0 | \n \u00a0 | \n 40,986 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 30,250 | \n \u00a0 | \n
Settlements with tax authorities | \n \u00a0 | \n \u00a0 | \n (13,770 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,985 | \n ) | \n
Balance at end of year | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n
A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, recorded in the consolidated balance sheets for the years presented:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Balance, beginning of year | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n \u00a0 | \n $ | \n 13,223 | \n \u00a0 | \n
Increases based on tax positions related to prior years | \n \u00a0 | \n \u00a0 | \n 4,536 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,613 | \n \u00a0 | \n
Additions based on tax positions related to the current year | \n \u00a0 | \n \u00a0 | \n 26,825 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 59,248 | \n \u00a0 | \n
Additions based on refunds received related to prior years | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Reclass of tax payments on deposit and other | \n \u00a0 | \n \u00a0 | \n (4,007 | \n ) | \n \u00a0 | \n \u00a0 | \n 2,543 | \n \u00a0 | \n
Ending carrying amount (1) | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n
(1) Related to uncertain tax liabilities, the Company accrued $8,006 in interest and $4,803 in penalties as of December 31, 2024, and $1,531 in interest and $1,567 in penalties as of December 31, 2023.
"}]},{"name":"rpt:f-1705","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"79627000","decimals":-3}]},{"name":"rpt:f-1706","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued","xbrl:period":"2023-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"13223000","decimals":-3}]},{"name":"rpt:f-1707","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromPriorPeriodTaxPositions","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4536000","decimals":-3}]},{"name":"rpt:f-1708","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromPriorPeriodTaxPositions","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4613000","decimals":-3}]},{"name":"rpt:f-1709","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromCurrentPeriodTaxPositions","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"26825000","decimals":-3}]},{"name":"rpt:f-1710","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromCurrentPeriodTaxPositions","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"59248000","decimals":-3}]},{"name":"rpt:f-1711","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromRefundsReceivedRelatedToPriorYearsTaxPositions","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"10000","decimals":-3}]},{"name":"rpt:f-1712","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromReclassOfTaxPaymentsOnDeposit","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-4007000","decimals":-3}]},{"name":"rpt:f-1713","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromReclassOfTaxPaymentsOnDeposit","xbrl:period":"2023-01-01T00:00:00/2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2543000","decimals":-3}]},{"name":"rpt:f-1714","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"106991000","decimals":-3}]},{"name":"rpt:f-1715","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"79627000","decimals":-3}]},{"name":"rpt:f-1716","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesAccrued","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"8006000","decimals":-3}]},{"name":"rpt:f-1717","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAccrued","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"4803000","decimals":-3}]},{"name":"rpt:f-1718","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesAccrued","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1531000","decimals":-3}]},{"name":"rpt:f-1719","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAccrued","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1567000","decimals":-3}]},{"name":"rpt:f-1720","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The principal component of deferred taxes are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Deferred tax assets | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Net operating losses | \n \u00a0 | \n $ | \n 49,222 | \n \u00a0 | \n \u00a0 | \n $ | \n 50,440 | \n \u00a0 | \n
Reserves | \n \u00a0 | \n \u00a0 | \n 63 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 286 | \n \u00a0 | \n
Share issuance costs | \n \u00a0 | \n \u00a0 | \n 1,039 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,039 | \n \u00a0 | \n
Intangible assets | \n \u00a0 | \n \u00a0 | \n 4,667 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,267 | \n \u00a0 | \n
Investment in partnerships | \n \u00a0 | \n \u00a0 | \n 9,182 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,867 | \n \u00a0 | \n
Lease liability | \n \u00a0 | \n \u00a0 | \n 8,510 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,974 | \n \u00a0 | \n
Other | \n \u00a0 | \n \u00a0 | \n 2,171 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,116 | \n \u00a0 | \n
Total deferred tax assets | \n \u00a0 | \n \u00a0 | \n 74,854 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 74,989 | \n \u00a0 | \n
Valuation allowance | \n \u00a0 | \n \u00a0 | \n (61,497 | \n ) | \n \u00a0 | \n \u00a0 | \n (62,608 | \n ) | \n
Net deferred tax assets | \n \u00a0 | \n $ | \n 13,357 | \n \u00a0 | \n \u00a0 | \n $ | \n 12,381 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Deferred tax liabilities | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Intangible assets | \n \u00a0 | \n $ | \n (14,013 | \n ) | \n \u00a0 | \n $ | \n (24,949 | \n ) | \n
Property and equipment | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (52 | \n ) | \n
Right of use asset | \n \u00a0 | \n \u00a0 | \n (7,772 | \n ) | \n \u00a0 | \n \u00a0 | \n (4,555 | \n ) | \n
Total deferred tax liabilities | \n \u00a0 | \n $ | \n (21,785 | \n ) | \n \u00a0 | \n $ | \n (29,556 | \n ) | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Net deferred tax liabilities | \n \u00a0 | \n $ | \n (8,428 | \n ) | \n \u00a0 | \n $ | \n (17,175 | \n ) | \n
18.\tGeneral and administrative expenses
The Company\u2019s general and administrative expenses were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n |||||||||
\u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Office and general | \n $ | \n 14,774 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,673 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,669 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n 12,451 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,119 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,942 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n 7,918 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,441 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,302 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n 4,953 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,180 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,050 | \n \u00a0 | \n
Salaries and wages | \n \u00a0 | \n 60,348 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 57,336 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 44,814 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n 9,706 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,707 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,162 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n 6,135 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,658 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,318 | \n \u00a0 | \n
Bad debt (recovery) expense | \n \u00a0 | \n (3,818 | \n ) | \n \u00a0 | \n \u00a0 | \n 75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,331 | \n \u00a0 | \n
Insurance recovery for property and equipment | \n \u00a0 | \n (871 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total | \n $ | \n 111,596 | \n \u00a0 | \n \u00a0 | \n $ | \n 115,189 | \n \u00a0 | \n \u00a0 | \n $ | \n 115,588 | \n \u00a0 | \n
The Company\u2019s general and administrative expenses were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n |||||||||
\u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Office and general | \n $ | \n 14,774 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,673 | \n \u00a0 | \n \u00a0 | \n $ | \n 15,669 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n 12,451 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 13,119 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,942 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n 7,918 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,441 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,302 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n 4,953 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5,180 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,050 | \n \u00a0 | \n
Salaries and wages | \n \u00a0 | \n 60,348 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 57,336 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 44,814 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n 9,706 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,707 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,162 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n 6,135 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,658 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,318 | \n \u00a0 | \n
Bad debt (recovery) expense | \n \u00a0 | \n (3,818 | \n ) | \n \u00a0 | \n \u00a0 | \n 75 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10,331 | \n \u00a0 | \n
Insurance recovery for property and equipment | \n \u00a0 | \n (871 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total | \n $ | \n 111,596 | \n \u00a0 | \n \u00a0 | \n $ | \n 115,189 | \n \u00a0 | \n \u00a0 | \n $ | \n 115,588 | \n \u00a0 | \n
19.\tRevenue, net
The Company\u2019s disaggregated revenue by source, primarily due to the Company\u2019s contracts with its external customers were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Retail | \n \u00a0 | \n $ | \n 208,170 | \n \u00a0 | \n \u00a0 | \n $ | \n 239,957 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 184,019 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 98,507 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 77,371 | \n \u00a0 | \n \u00a0 | \n $ | \n 63,810 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 306,677 | \n \u00a0 | \n \u00a0 | \n $ | \n 317,328 | \n \u00a0 | \n \u00a0 | \n $ | \n 247,829 | \n \u00a0 | \n
For the years ended December 31, 2024, 2023, and 2022, the Company did not have any single customer that accounted for 10% or more of the Company\u2019s revenue.
As a result of the vape recall in Pennsylvania, the Company recorded sales returns of $1,040 during the year ended December 31, 2022.
"}]},{"name":"rpt:f-1787","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s disaggregated revenue by source, primarily due to the Company\u2019s contracts with its external customers were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Retail | \n \u00a0 | \n $ | \n 208,170 | \n \u00a0 | \n \u00a0 | \n $ | \n 239,957 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 184,019 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 98,507 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 77,371 | \n \u00a0 | \n \u00a0 | \n $ | \n 63,810 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 306,677 | \n \u00a0 | \n \u00a0 | \n $ | \n 317,328 | \n \u00a0 | \n \u00a0 | \n $ | \n 247,829 | \n \u00a0 | \n
20.\tFinance and other expense
Finance and other expenses were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Interest and accretion | \n \u00a0 | \n $ | \n 35,402 | \n \u00a0 | \n \u00a0 | \n $ | \n 35,106 | \n \u00a0 | \n \u00a0 | \n $ | \n 39,059 | \n \u00a0 | \n
Employee retention credits and transfer fee | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,236 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (9,440 | \n ) | \n
Indemnification asset release | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,973 | \n \u00a0 | \n
Debt modification fees | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,507 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (1,032 | \n ) | \n \u00a0 | \n \u00a0 | \n (301 | \n ) | \n \u00a0 | \n \u00a0 | \n (206 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 34,370 | \n \u00a0 | \n \u00a0 | \n $ | \n 37,041 | \n \u00a0 | \n \u00a0 | \n $ | \n 35,893 | \n \u00a0 | \n
The indemnification asset release is the reduction of the indemnification asset related to the expiration of the escrow agreement related to the acquisition of The Apothecarium. The debt modification fees relate to amounts paid to modify the Gage Amended Term Loan which did not meet the criteria to capitalize under ASC 470, Debt.
"}]},{"name":"rpt:f-1802","factDimensions":{"xbrl:concept":"tsndf:ScheduleOfFinanceAndOtherExpensesTableTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Finance and other expenses were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Interest and accretion | \n \u00a0 | \n $ | \n 35,402 | \n \u00a0 | \n \u00a0 | \n $ | \n 35,106 | \n \u00a0 | \n \u00a0 | \n $ | \n 39,059 | \n \u00a0 | \n
Employee retention credits and transfer fee | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,236 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (9,440 | \n ) | \n
Indemnification asset release | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,973 | \n \u00a0 | \n
Debt modification fees | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,507 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (1,032 | \n ) | \n \u00a0 | \n \u00a0 | \n (301 | \n ) | \n \u00a0 | \n \u00a0 | \n (206 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 34,370 | \n \u00a0 | \n \u00a0 | \n $ | \n 37,041 | \n \u00a0 | \n \u00a0 | \n $ | \n 35,893 | \n \u00a0 | \n
21.\tSegment information
Operating Segment
The Company has determined that it operates as one reportable segment focused on the production and sale of cannabis products. While the Company manages its operations through state-level operating segments, these segments have been aggregated into one reportable segment due to similar long-term economic characteristics and other required criteria of similarity outlined in ASC 280, Segment Reporting, and in accordance with ASU 2023-07. The Chief Operating Decision Maker (\u201cCODM\u201d) was determined to be the of the Company. The CODM regularly evaluates the performance of the single reportable segment using gross profit margin as its closest measure to GAAP. Gross margin is a measure that is calculated as total revenue minus cost of goods sold, divided by total revenue. The CODM monitors this metric to assess the efficiency of the Company\u2019s production and distribution processes, as well as the effectiveness of pricing strategies.
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Revenue, net | \n \u00a0 | \n $ | \n 306,677 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 317,328 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 247,829 | \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 |||
Cost of sales | \n \u00a0 | \n \u00a0 | \n 156,717 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 157,630 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 146,325 | \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 |||
Gross profit | \n \u00a0 | \n \u00a0 | \n 149,960 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 159,698 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 101,504 | \n \u00a0 | \n
Gross profit margin | \n \u00a0 | \n \u00a0 | \n 48.9 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50.3 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 41.0 | \n % | \n
Assets
The measure of reportable segment assets is consistent with the presentation of total consolidated assets as reported on the balance sheet
Revenue
For the year ended, December 31, 2024, the Company did not have any single customer that accounted for 10% or more of the Company's revenue.
Geography
The Company has subsidiaries located in Canada and the United States. For each of the twelve months ended December 31, 2024 and 2023, net revenue was primarily generated from sales in the United States. As a result of the Reorganization (see
Note 3), the Company consolidated its retail location in Canada and generated $1,042 and $925 for the year ended December 31, 2024 and 2023, respectively.
The Company had non-current assets by geography of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 502,260 | \n \u00a0 | \n \u00a0 | \n $ | \n 562,854 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 537 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 502,797 | \n \u00a0 | \n \u00a0 | \n $ | \n 563,629 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Years Ended | \n \u00a0 | \n ||||||||||||
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n December 31, 2022 | \n \u00a0 | \n |||
Revenue, net | \n \u00a0 | \n $ | \n 306,677 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 317,328 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 247,829 | \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 |||
Cost of sales | \n \u00a0 | \n \u00a0 | \n 156,717 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 157,630 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 146,325 | \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 |||
Gross profit | \n \u00a0 | \n \u00a0 | \n 149,960 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 159,698 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 101,504 | \n \u00a0 | \n
Gross profit margin | \n \u00a0 | \n \u00a0 | \n 48.9 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50.3 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 41.0 | \n % | \n
The Company had non-current assets by geography of:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 502,260 | \n \u00a0 | \n \u00a0 | \n $ | \n 562,854 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 537 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 502,797 | \n \u00a0 | \n \u00a0 | \n $ | \n 563,629 | \n \u00a0 | \n
22.\tCapital management
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 financings are outlined in Note 10, and convertible debt is outlined in Note 12.
The Company is subject to financial covenants as a result of its loans payable with various lenders. The Company was in compliance with its debt covenants as of December 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-1842","factDimensions":{"xbrl:concept":"us-gaap:FinancialInstrumentsDisclosureTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"23.\tFinancial instruments and risk management
Assets and liabilities measured at fair value
Financial instruments recorded at fair value are estimated by applying a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy is summarized as follows:
The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis:
\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 December 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 26,381 | \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 606 | \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 26,987 | \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 3,293 | \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
Detachable warrants | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 451 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,332 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Bifurcated conversion options | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 92 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,830 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,836 | \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 years ended December 31, 2024 or December 31, 2023.
The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 1, Level 2 and Level 3 of the fair value hierarchy are presented below.
Level 1
Cash, cash equivalents, and restricted cash represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities.
Level 2
The Company's derivative liability consists of a detachable warrant liability issued through the private placement (see Note 13) and a conversion option related to the convertible debenture offering (see Note 12).
The following table summarizes the changes in the derivative liability:
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2022 | \n \u00a0 | \n $ | \n 711 | \n \u00a0 | \n
Conversion option issued in 2023 private placement | \n \u00a0 | \n \u00a0 | \n 3,600 | \n \u00a0 | \n
Detachable warrants issued in 2023 private placement | \n \u00a0 | \n \u00a0 | \n 2,216 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n (1,372 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n 7 | \n \u00a0 | \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 (4,549 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n (70 | \n ) | \n
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 543 | \n \u00a0 | \n
The warrant liability is remeasured each year using the Black-Scholes Model. The Company recognized a gain on fair value of warrants of $4,549, $1,372, and $59,341 for the year ended December 31, 2024, 2023, and 2022, respectively.
Detachable Warrants
The detachable warrants issued as a part of the June 2023 private placement (see Note 13) have been measured at fair value as of December 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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \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 107.5 | \n % | \n \u00a0 | \n \u00a0 | \n 74.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.48 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
Bifurcated conversion options
The conversion option issued as a part of the June and August 2023 private placement (see Note 12) has been measured at fair value as of December 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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \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 86.9 | \n % | \n \u00a0 | \n \u00a0 | \n 70.1 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.25 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 1.48\u00a0- 1.59 | \n \u00a0 | \n \u00a0 | \n 2.48\u00a0- 2.59 | \n \u00a0 | \n
\u00a0
Level 3
The purchase option derivative asset expired during the second quarter of 2023.
Contingent Consideration Payable
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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n January 19, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 106.6 | \n % | \n \u00a0 | \n \u00a0 | \n 68.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.05 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.00 | \n \u00a0 | \n
\u00a0
On December 28, 2024 the company settled it\u2019s contingent consideration associated with the Peninsula acquisition in the amount of $386. This amount was paid subsequent to the year end.
Risk Management
The Company\u2019s risk exposure and the impact on the Company\u2019s financial instruments are summarized below:
(a)\tCredit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable, net. The Company assesses the credit risk of trade receivables by evaluating the aging of trade receivables based on the invoice date. The carrying amounts of trade receivables are reduced through the use of an allowance account and the amount of the loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss. When a trade receivable balance is considered uncollectible, it is written off against the allowance for expected credit losses.
Subsequent recoveries of amounts previously written off are credited against operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. The Company regularly monitors credit risk exposure and takes steps to mitigate the likelihood of these exposures resulting in actual loss. The Company had no customers whose balance is greater than 10% of total trade receivables as of December 31, 2024.
(b)\tLiquidity risk
The Company is exposed to liquidity risk, or the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk through ongoing review of its capital requirements. The Company\u2019s objective with respect to its capital management is to ensure it has sufficient cash resources to maintain its ongoing operations.
(c)\tMarket Risk
The significant market risk exposures to which the Company is exposed are foreign currency risk and interest rate risk.
Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and U.S. dollar and other foreign currencies will affect the Company\u2019s operations and financial results.
The Company holds cash and cash equivalents in currencies other than their functional currency. The Company does not currently engage in currency hedging activities to limit the risks of currency fluctuations. Consequently, fluctuations in foreign currencies could have a negative impact on the profitability of the Company's operations.
However, as of the year ended December 31, 2024, a 10% change in the value of the U.S. dollar compared to the Canadian dollar would not result in a material impact on unrealized foreign exchange for the Company.
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. In respect of financial assets, the Company's policy is to invest excess cash at floating rates of interest in cash equivalents, in order to maintain liquidity, while achieving a satisfactory return.
Fluctuations in interest rates impact the value of cash equivalents. The Company\u2019s investments in guaranteed investment certificates bear a fixed rate and are cashable at any time prior to maturity date.
The Company does not have significant cash equivalents for the year ended December 31, 2024. The Pelorus Term Loan has a variable interest rate that is tied to the U.S. \"prime rate\" and SOFR. At December 31, 2024, a 10% change to each of the interest rates would not result in a material impact. The remainder of the Company\u2019s loans payable have fixed interest rates from 7.00% to 12.75% per annum. All other financial liabilities are non-interest-bearing instruments.
"}]},{"name":"rpt:f-1843","factDimensions":{"xbrl:concept":"us-gaap:FairValueByBalanceSheetGroupingTextBlock","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The following table represents the fair value amounts of financial assets and financial liabilities measured at estimated fair value on a recurring basis:
\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 December 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 26,381 | \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 606 | \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 26,987 | \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 3,293 | \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
Detachable warrants | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 451 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,332 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Bifurcated conversion options | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 92 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,830 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,836 | \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
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following table summarizes the changes in the derivative liability:
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2022 | \n \u00a0 | \n $ | \n 711 | \n \u00a0 | \n
Conversion option issued in 2023 private placement | \n \u00a0 | \n \u00a0 | \n 3,600 | \n \u00a0 | \n
Detachable warrants issued in 2023 private placement | \n \u00a0 | \n \u00a0 | \n 2,216 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n (1,372 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n 7 | \n \u00a0 | \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 (4,549 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n (70 | \n ) | \n
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 543 | \n \u00a0 | \n
The detachable warrants issued as a part of the June 2023 private placement (see Note 13) have been measured at fair value as of December 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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \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 107.5 | \n % | \n \u00a0 | \n \u00a0 | \n 74.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.48 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.48 | \n \u00a0 | \n
The conversion option issued as a part of the June and August 2023 private placement (see Note 12) has been measured at fair value as of December 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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n December 31, 2023 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \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 86.9 | \n % | \n \u00a0 | \n \u00a0 | \n 70.1 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.25 | \n % | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 1.48\u00a0- 1.59 | \n \u00a0 | \n \u00a0 | \n 2.48\u00a0- 2.59 | \n \u00a0 | \n
\u00a0
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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 December 31, 2024 | \n \u00a0 | \n \u00a0 | \n January 19, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.65 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.95 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.76 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 106.6 | \n % | \n \u00a0 | \n \u00a0 | \n 68.7 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n \u00a0 | \n \u00a0 | \n 5.21 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 1.05 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2.00 | \n \u00a0 | \n
24.\tCommitments and contingencies
Commitments
On November 6, 2024, the Company entered into a definitive agreement to acquire Ratio Cannabis LLC (\"Ratio Cannabis\"), a dispensary in Ohio. Under the terms of the agreement, the Company will acquire all of the assets of Ratio Cannabis for total consideration to the sellers of $10,300 will be comprised of $5,000 million in cash, $1,320 in Company common shares and a seller\u2019s note for $3,980 million bearing 6% interest with a two-year maturity. The transaction is subject to customary closing conditions and regulatory approvals.
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 Loss. At December 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 alleged breach of contract, quantum meruit/unjust enrichment, account stated and statutory conversion. AEY\u2019s alleged damages were related to Pure X\u2019s failure to pay for various cannabis products sold by AEY. This matter was settled between the parties and dismissed with prejudice by the Oakland Court on June 28, 2024.
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The Company has evaluated subsequent events and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the Consolidated Financial Statements.
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