1. Nature of operations
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TerrAscend Corp. (the \"Issuer\") was incorporated under the Business Corporations Act (Ontario) on March 7, 2017. The Issuer, through its subsidiaries, TerrAscend Growth Corp. (\u201cTerrAscend\u201d) and its subsidiaries (collectively, \"the Company\u201d), is a leading North American cannabis company. TerrAscend has vertically integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. In the United States, TerrAscend\u2019s cultivation and manufacturing provide product selection to both the medical and legal adult-use markets. Notwithstanding the fact that various states in the United States have implemented medical marijuana laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970.
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The Company operates under one reportable segment, which is the cultivation, production and sale of cannabis products.
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The Company owns a portfolio of operating businesses, including:
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The common shares in the capital of the Company (\"Common Shares\") commenced trading on the Canadian Securities Exchange (\"CSE\") on May 3, 2017 under the ticker symbol \"TER\" and continued trading on the CSE until the listing of the Common Shares on the Toronto Stock Exchange (the \"TSX\"). Effective July 4, 2023, the Common Shares commenced trading on the TSX under the ticker symbol \"TSND\". The Common Shares commenced trading on OTCQX on October 22, 2018 under the ticker symbol \"TRSSF\", which was subsequently changed to \"TSNDF\", effective July 6, 2023. The Company\u2019s registered office is located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, L5B 1M5, Canada.
"}]},{"name":"rpt:f-360","factDimensions":{"xbrl:concept":"dei:EntityIncorporationDateOfIncorporation","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"2017-03-07"}]},{"name":"rpt:f-361","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:NJ"},"factValues":[{"value":"3"}]},{"name":"rpt:f-362","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:MD"},"factValues":[{"value":"4"}]},{"name":"rpt:f-363","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:PA"},"factValues":[{"value":"6"}]},{"name":"rpt:f-364","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:MI"},"factValues":[{"value":"20"}]},{"name":"rpt:f-365","factDimensions":{"xbrl:concept":"tsndf:NumberOfMajorityOwnedOperationInDispensaries","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"tsndf:Dispensary","srt:StatementGeographicalAxis":"stpr:CA"},"factValues":[{"value":"4"}]},{"name":"rpt:f-366","factDimensions":{"xbrl:concept":"us-gaap:SignificantAccountingPoliciesTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"These unaudited interim condensed consolidated financial statements included herein (the \u201cConsolidated Financial Statements\u201d) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (\"GAAP\").
The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company\u2019s financial position and operating results. The results for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the year ended December 31, 2025, or any other interim or future periods.
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The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2024 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the \"SEC\") on March 6, 2025 (the \"Annual Report\"). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company\u2019s audited consolidated financial statements for the year ended December 31, 2024 in the Company's Annual Report.
These unaudited interim condensed consolidated financial statements included herein (the \u201cConsolidated Financial Statements\u201d) of the Company and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (\"GAAP\").
The accompanying Consolidated Financial Statements contained in this report are unaudited. In the opinion of management, these Consolidated Financial Statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company\u2019s financial position and operating results. The results for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the year ended December 31, 2025, or any other interim or future periods.
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The accompanying Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, 2024 contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (the \"SEC\") on March 6, 2025 (the \"Annual Report\"). There were no significant changes to the policies disclosed in Note 2 of the summary of significant accounting policies of the Company\u2019s audited consolidated financial statements for the year ended December 31, 2024 in the Company's Annual Report.
"}]},{"name":"rpt:f-368","factDimensions":{"xbrl:concept":"us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company consolidates entities in which it has a controlling financial interest by evaluating whether the entity is a voting interest entity (\u201cVOE\u201d) or a variable interest entity (\u201cVIE\u201d).
In connection with the listing of the Common Shares on the TSX, the Company reorganized its ownership structure to segregate the Company\u2019s Canadian retail operations from TerrAscend's cultivation and manufacturing operations in the United States (the \"Reorganization\"). Following the completion of the Reorganization, the Company owns 95% of its Canadian retail business. The Company continues to consolidate both its Canadian and U.S. cannabis operations under two different consolidation models.
Subsequent to the Reorganization, all operations in the United States have a functional currency of the U.S. dollar (\"USD\"). Canadian operations continue to have a functional currency of the Canadian dollar (\"CAD\").
Voting Interest Entities
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A VOE is an entity in which (1) the total equity investment at risk is deemed sufficient to absorb the expected losses of the entity, (2) the at-risk equity holders, as a group, have all of the characteristics of a controlling financial interest and (3) the entity is structured with substantive voting rights. The Company consolidates the Canadian operations under a VOE model based on the controlling financial interest obtained through Common Shares with substantive voting rights.
Variable Interest Entities
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A VIE is an entity that lacks one or more characteristics of a controlling financial interest defined under the voting interest model. The Company consolidates VIE when it has a variable interest that provide it with (1) the power to direct the activities of a VIE that most significantly impact the VIE\u2019s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits).
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In connection with the Reorganization, TerrAscend issued and sold, on a private placement basis, Class A shares in the capital of TerrAscend (\"Class A Shares\") for aggregate gross proceeds of $1,000 to an investor (\"Investment\"). See Note 9 for accounting treatment of the Class A Shares. Following the closing of the Investment, the Class B shares (\"Class B Shares\") in the capital of TerrAscend held by the Company, representing all of the issued and outstanding Class B shares, were automatically exchanged for non-voting, non-participating exchangeable shares in the capital of TerrAscend (\"Non-Voting Shares\"), representing approximately 99.8% of the issued and outstanding shares of TerrAscend on an as-converted basis. As a result of the limited rights associated with Non-Voting Shares that the Company holds following the closing of the Investment, the Company and TerrAscend entered into a protection agreement dated April 18, 2023 (\"Protection Agreement\"). The Protection Agreement provides for certain negative covenants in order to preserve the value of the Non-Voting Shares until such time as the Non-Voting Shares are converted into Class A Shares.
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The Issuer determined that TerrAscend is a VIE, as all of the Company\u2019s U.S. activities continue to be conducted on behalf of the Company which has disproportionately few voting rights. After conducting an analysis of the following VIE factors; purpose and design of the VIE, the Protection Agreement in place, the structure of the Company's board of directors (the \"Board\"), and substantive kick-out rights of the holders of the Class A Shares, it was determined that the Company has the power to direct the activities of TerrAscend. In addition, given the structure of the Class A Shares where all of the losses and substantially all of the benefits of TerrAscend are absorbed by the Company, the Company consolidates as the primary beneficiary in accordance with ASC 810, Consolidation.
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The Company's U.S. operations are consolidated through the VIE model. Therefore, substantially all of the Company's current assets, non-current assets, current liabilities and non-current liabilities are consolidated through the VIE model. The Company's assets and liabilities that are not consolidated through the VIE model include convertible debt, and derivative liability. The Company also consolidates a minimal amount of assets and liabilities within Canada.
"}]},{"name":"rpt:f-369","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","srt:OwnershipAxis":"tsndf:CanadianBusinessMember"},"factValues":[{"value":"0.95","decimals":2}]},{"name":"rpt:f-370","factDimensions":{"xbrl:concept":"us-gaap:ProceedsFromIssuanceOfPrivatePlacement","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","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-371","factDimensions":{"xbrl:concept":"us-gaap:MinorityInterestOwnershipPercentageByParent","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","srt:OwnershipAxis":"tsndf:TerrAscendGrowthCorpMember","us-gaap:StatementClassOfStockAxis":"us-gaap:CommonClassBMember"},"factValues":[{"value":"0.998","decimals":3}]},{"name":"rpt:f-372","factDimensions":{"xbrl:concept":"us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company's accounts receivable, net consisted of the following:
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\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 18,072 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 808 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 970 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 1,716 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,024 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 18,766 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,880 | \n \u00a0 | \n
\u00a0
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 18,072 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 16,242 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,886 | \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 10,849 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,114 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 3,291 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,040 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 3,932 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,089 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 16,242 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,886 | \n \u00a0 | \n
The Company's accounts receivable, net consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 18,072 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n
Sales tax receivable | \n \u00a0 | \n \u00a0 | \n 808 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 970 | \n \u00a0 | \n
Other receivables | \n \u00a0 | \n \u00a0 | \n 1,716 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,024 | \n \u00a0 | \n
Provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total receivables, net | \n \u00a0 | \n $ | \n 18,766 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,880 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Trade receivables | \n \u00a0 | \n $ | \n 18,072 | \n \u00a0 | \n \u00a0 | \n $ | \n 20,243 | \n \u00a0 | \n
Less: provision for current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 16,242 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,886 | \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 10,849 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 12,114 | \n \u00a0 | \n
31-90 days | \n \u00a0 | \n \u00a0 | \n 3,291 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,040 | \n \u00a0 | \n
Over 90 days | \n \u00a0 | \n \u00a0 | \n 3,932 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,089 | \n \u00a0 | \n
Less: current expected credit losses | \n \u00a0 | \n \u00a0 | \n (1,830 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,357 | \n ) | \n
Total trade receivables, net | \n \u00a0 | \n $ | \n 16,242 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,886 | \n \u00a0 | \n
Contingent consideration
The balances of the Company's contingent considerations are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n State Flower | \n \u00a0 | \n \u00a0 | \n Apothecarium | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n ||||
Carrying amount, December 31, 2024 | \n \u00a0 | \n $ | \n 787 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,120 | \n \u00a0 | \n \u00a0 | \n $ | \n 386 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,293 | \n \u00a0 | \n
Settlement of contingent consideration | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n
Loss on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 103 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 278 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 381 | \n \u00a0 | \n
Carrying amount, March 31, 2025 | \n \u00a0 | \n $ | \n 890 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,398 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,288 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n (890 | \n ) | \n \u00a0 | \n \u00a0 | \n (2,398 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,288 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
The balances of the Company's contingent considerations are as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n State Flower | \n \u00a0 | \n \u00a0 | \n Apothecarium | \n \u00a0 | \n \u00a0 | \n Peninsula | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n ||||
Carrying amount, December 31, 2024 | \n \u00a0 | \n $ | \n 787 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,120 | \n \u00a0 | \n \u00a0 | \n $ | \n 386 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,293 | \n \u00a0 | \n
Settlement of contingent consideration | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n \u00a0 | \n \u00a0 | \n (386 | \n ) | \n
Loss on revaluation of contingent consideration | \n \u00a0 | \n \u00a0 | \n 103 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 278 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 381 | \n \u00a0 | \n
Carrying amount, March 31, 2025 | \n \u00a0 | \n $ | \n 890 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,398 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,288 | \n \u00a0 | \n
Less: current portion | \n \u00a0 | \n \u00a0 | \n (890 | \n ) | \n \u00a0 | \n \u00a0 | \n (2,398 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (3,288 | \n ) | \n
Non-current contingent consideration | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
The Company\u2019s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 959 | \n \u00a0 | \n \u00a0 | \n $ | \n 826 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 19,080 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,710 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 23,759 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 25,489 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 3,148 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,774 | \n \u00a0 | \n
Total inventory | \n \u00a0 | \n $ | \n 46,946 | \n \u00a0 | \n \u00a0 | \n $ | \n 48,799 | \n \u00a0 | \n
The Company\u2019s inventory of dry cannabis and cannabis derived products includes both purchased and internally produced inventory. The Company\u2019s inventory is comprised of the following items:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Raw materials | \n \u00a0 | \n $ | \n 959 | \n \u00a0 | \n \u00a0 | \n $ | \n 826 | \n \u00a0 | \n
Finished goods | \n \u00a0 | \n \u00a0 | \n 19,080 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 19,710 | \n \u00a0 | \n
Work in process | \n \u00a0 | \n \u00a0 | \n 23,759 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 25,489 | \n \u00a0 | \n
Accessories, supplies and consumables | \n \u00a0 | \n \u00a0 | \n 3,148 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,774 | \n \u00a0 | \n
Total inventory | \n \u00a0 | \n $ | \n 46,946 | \n \u00a0 | \n \u00a0 | \n $ | \n 48,799 | \n \u00a0 | \n
Property and equipment consisted of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,537 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,469 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 20,689 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,622 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 157,267 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 155,750 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 33,950 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,293 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 12,068 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,262 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 232,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 228,885 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (48,491 | \n ) | \n \u00a0 | \n \u00a0 | \n (44,866 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 183,509 | \n \u00a0 | \n \u00a0 | \n $ | \n 184,019 | \n \u00a0 | \n
\u00a0
During the three months ended March 31, 2025, the Company revised the classification of certain assets within property and equipment to better reflect the underlying nature and use of the assets. Prior period amounts were not adjusted as the reclassifications had no material impact on the Company's Consolidated Financial Statements.
\u00a0
Assets in process primarily represent construction in progress related to both cultivation and dispensary facilities not yet completed, or otherwise not placed in service.
\u00a0
Depreciation expense was $3,150 for the three months ended March 31, 2025 ($2,286 included in cost of sales) and $3,037 for the three months ended March 31, 2024 ($2,061 included in cost of sales).
"}]},{"name":"rpt:f-440","factDimensions":{"xbrl:concept":"us-gaap:PropertyPlantAndEquipmentTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Property and equipment consisted of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Land | \n \u00a0 | \n $ | \n 6,537 | \n \u00a0 | \n \u00a0 | \n $ | \n 6,469 | \n \u00a0 | \n
Assets in process | \n \u00a0 | \n \u00a0 | \n 20,689 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 18,622 | \n \u00a0 | \n
Buildings & improvements | \n \u00a0 | \n \u00a0 | \n 157,267 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 155,750 | \n \u00a0 | \n
Machinery & equipment | \n \u00a0 | \n \u00a0 | \n 33,950 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,293 | \n \u00a0 | \n
Office furniture & equipment | \n \u00a0 | \n \u00a0 | \n 12,068 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 9,262 | \n \u00a0 | \n
Assets under finance leases | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,489 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n \u00a0 | \n 232,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 228,885 | \n \u00a0 | \n
Less: accumulated depreciation | \n \u00a0 | \n \u00a0 | \n (48,491 | \n ) | \n \u00a0 | \n \u00a0 | \n (44,866 | \n ) | \n
Property and equipment, net | \n \u00a0 | \n $ | \n 183,509 | \n \u00a0 | \n \u00a0 | \n $ | \n 184,019 | \n \u00a0 | \n
\u00a0
Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At March 31, 2025 | \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 (1,076 | \n ) | \n \u00a0 | \n $ | \n 1,632 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 167,459 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (25,799 | \n ) | \n \u00a0 | \n \u00a0 | \n 141,660 | \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 (27,155 | \n ) | \n \u00a0 | \n \u00a0 | \n 143,292 | \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 (27,155 | \n ) | \n \u00a0 | \n $ | \n 168,064 | \n \u00a0 | \n
\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
Amortization expense was $1,540 for the three months ended March 31, 2025, ($660 included in cost of sales) and $1,941 for the three months ended March 31, 2024 ($724 included in cost of sales).
Estimated future amortization expense for finite lived intangible assets for the next five years is as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
2025 | \n \u00a0 | \n $ | \n 4,617 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,145 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,067 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,017 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 114,543 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 143,292 | \n \u00a0 | \n
\u00a0
As of March 31, 2025, the weighted average amortization period remaining on intangible assets was 25.5 years.
\u00a0
The Company's goodwill is allocated to one reportable segment. The following table summarizes the activity in the Company\u2019s goodwill balance:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2024 | \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 March 31, 2025 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
Intangible assets consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
At March 31, 2025 | \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 (1,076 | \n ) | \n \u00a0 | \n $ | \n 1,632 | \n \u00a0 | \n
\u00a0Licenses | \n \u00a0 | \n \u00a0 | \n 167,459 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (25,799 | \n ) | \n \u00a0 | \n \u00a0 | \n 141,660 | \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 (27,155 | \n ) | \n \u00a0 | \n \u00a0 | \n 143,292 | \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 (27,155 | \n ) | \n \u00a0 | \n $ | \n 168,064 | \n \u00a0 | \n
\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
Estimated future amortization expense for finite lived intangible assets for the next five years is as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
2025 | \n \u00a0 | \n $ | \n 4,617 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 6,145 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,067 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,017 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 5,903 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 114,543 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 143,292 | \n \u00a0 | \n
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2024 | \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 March 31, 2025 | \n \u00a0 | \n $ | \n 106,929 | \n \u00a0 | \n
The Company's loans payable consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 (1,083 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,168 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,395 | \n \u00a0 | \n \u00a0 | \n $ | \n 44,310 | \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 17,051 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,029 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (608 | \n ) | \n \u00a0 | \n \u00a0 | \n (746 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 16,443 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,283 | \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 140,000 | \n \u00a0 | \n
Unamortized discount and deferred financing cost | \n \u00a0 | \n \u00a0 | \n (12,146 | \n ) | \n \u00a0 | \n \u00a0 | \n (12,799 | \n ) | \n
Exit fee accretion | \n \u00a0 | \n \u00a0 | \n 653 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 390 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 128,507 | \n \u00a0 | \n \u00a0 | \n $ | \n 127,591 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 1,035 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,038 | \n \u00a0 | \n
Short-term debt | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total debt, net | \n \u00a0 | \n $ | \n 190,380 | \n \u00a0 | \n \u00a0 | \n $ | \n 190,222 | \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 7,126 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,761 | \n \u00a0 | \n
Loans payable, non-current | \n \u00a0 | \n \u00a0 | \n 183,254 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 183,461 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Total principal | \n \u00a0 | \n $ | \n 203,564 | \n \u00a0 | \n \u00a0 | \n $ | \n 204,545 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
(1) For maturity breakout, refer to Maryland Acquisition Loans section below. | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n
\u00a0
Total interest paid on all loan payables was $6,420 for the three months ended March 31, 2025 and $6,264 for the three months ended March 31, 2024. The Company had accrued interest on loans payable of $2,543 and $2,537 as of March 31, 2025 and December 31, 2024, respectively, included in accounts payable and accrued liabilities on the Company's unaudited interim condensed consolidated balance sheets (the \u201cConsolidated Balance Sheets\u201d).
FocusGrowth Term Loan
On August 1, 2024, the Company and TerrAscend USA, Inc., 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 entered into a Loan Agreement (the \u201cFG Loan\u201d) for a four-year, $140,000 senior-secured term loan. 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 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 FG Loan (the \"Exit Fee\") will be due upon either the prepayment or loan\u2019s maturity date.
\u00a0
As of March 31, 2025, 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: (a) 2.5%, (b) the effective federal funds rate in effect on such day plus 0.5%, and (c) one month Secured Overnight Financing Rate (\"SOFR\") in effect on such day. The obligations of the borrowers under the Pelorus Term Loan are guaranteed by the Company, TerrAscend USA and certain other subsidiaries of TerrAscend and are secured by all of the assets of TerrAscend's 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 March 31, 2025, there was an outstanding principal amount of $45,478 under the Pelorus Term Loan.
Maryland Acquisition Loans
In connection with the acquisition of Derby 1, LLC (\"Peninsula\"), Hempaid, LLC (\"Blue Ridge\"), and Herbiculture Inc. (\"Herbiculture\"), (collectively, the \"Maryland Acquisitions\"), the Company entered into promissory notes with an aggregate principal amount of $20,625 that bear interest at rates ranging from 7.0% to 10.75% with maturities ranging from June 28, 2025 to June 30, 2027.
As of March 31, 2025, there was an outstanding principal amount of $17,051 under the Maryland Acquisition Loans.
Other Loans
Class A Shares of TerrAscend Growth
In connection with the Reorganization (see Note 3), TerrAscend issued $1,000 of Class A shares with a 20% guaranteed annual dividend to an investor (the \u201cInvestor\u201d) pursuant to the terms of a subscription agreement between TerrAscend and the Investor dated April 20, 2023 (the \u201cSubscription Agreement\u201d). Pursuant to the terms of the Subscription Agreement, TerrAscend holds a call right to repurchase all of the Class A Shares issued to the Investor for an amount equal to the sum of: (a) the Repurchase/Put Price (as defined in the Subscription Agreement); plus (b) the amount equal to 40% of the subscription amount less the aggregate dividends paid to the Investor as of the date of the exercise of the option. In addition, the Investor holds a put right that is exercisable at any time after four months\u2019 advanced written notice following the five-year anniversary of the closing of the investment to put all (and only all) of the Class A Shares owned by the Investor to TerrAscend at the Repurchase/Put Price, payable in cash or shares. The instrument is considered as a debt for accounting purposes due to the economic characteristics and risks.
\u00a0
Maturities of loans payable
\u00a0
Stated maturities of loans payable over the next five years are as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n |
2025 | \n \u00a0 | \n $ | \n 6,968 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 11,089 | \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 203,564 | \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
\u00a0
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 March 31, 2025. 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.
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\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 (1,083 | \n ) | \n \u00a0 | \n \u00a0 | \n (1,168 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 44,395 | \n \u00a0 | \n \u00a0 | \n $ | \n 44,310 | \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 17,051 | \n \u00a0 | \n \u00a0 | \n $ | \n 18,029 | \n \u00a0 | \n
Unamortized discount | \n \u00a0 | \n \u00a0 | \n (608 | \n ) | \n \u00a0 | \n \u00a0 | \n (746 | \n ) | \n
Net carrying amount | \n \u00a0 | \n $ | \n 16,443 | \n \u00a0 | \n \u00a0 | \n $ | \n 17,283 | \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 140,000 | \n \u00a0 | \n
Unamortized discount and deferred financing cost | \n \u00a0 | \n \u00a0 | \n (12,146 | \n ) | \n \u00a0 | \n \u00a0 | \n (12,799 | \n ) | \n
Exit fee accretion | \n \u00a0 | \n \u00a0 | \n 653 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 390 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 128,507 | \n \u00a0 | \n \u00a0 | \n $ | \n 127,591 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Other loans | \n \u00a0 | \n $ | \n 1,035 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,038 | \n \u00a0 | \n
Short-term debt | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total debt, net | \n \u00a0 | \n $ | \n 190,380 | \n \u00a0 | \n \u00a0 | \n $ | \n 190,222 | \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 7,126 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,761 | \n \u00a0 | \n
Loans payable, non-current | \n \u00a0 | \n \u00a0 | \n 183,254 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 183,461 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||
Total principal | \n \u00a0 | \n $ | \n 203,564 | \n \u00a0 | \n \u00a0 | \n $ | \n 204,545 | \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
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maturities of loans payable over the next five years are as follows:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n |
2025 | \n \u00a0 | \n $ | \n 6,968 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 11,089 | \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 203,564 | \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
The majority of the Company\u2019s leases are operating leases used primarily for corporate offices and retail. The operating lease periods generally range from 1 to 25 years. The Company had one finance lease at March 31, 2025 and December 31, 2024.
Amounts recognized in the Consolidated Balance Sheets were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 40,146 | \n \u00a0 | \n \u00a0 | \n $ | \n 41,355 | \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 2,476 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,511 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 41,411 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 42,469 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 43,887 | \n \u00a0 | \n \u00a0 | \n $ | \n 44,980 | \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 1,370 | \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 1,908 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,864 | \n \u00a0 | \n
Lease obligations under finance leases classified as non-current | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 1,908 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n
\u00a0
The Company recognized operating lease expense of $1,874 for the three months ended March 31, 2025, and $2,034 for the three months ended March 31, 2024.
\u00a0
Other information related to operating leases at March 31, 2025 and December 31, 2024 consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 12.0 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 0.50 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.75 | \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 11.45% | \n \u00a0 | \n ||
Finance leases | \n \u00a0 | \n 9.44% | \n \u00a0 | \n \u00a0 | \n 9.44% | \n \u00a0 | \n
\u00a0
Supplemental cash flow information related to leases are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Cash paid for amounts included in measurement of operating lease liabilities | \n \u00a0 | \n $ | \n 1,820 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,390 | \n \u00a0 | \n
Right-of-use assets obtained in exchange for operating lease obligations | \n \u00a0 | \n \u00a0 | \n 1,042 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,594 | \n \u00a0 | \n
Cash paid for amounts included in measurement of finance lease liabilities | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 75 | \n \u00a0 | \n
\u00a0
Undiscounted lease obligations are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Operating | \n \u00a0 | \n \u00a0 | \n Finance | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||
2025 | \n \u00a0 | \n $ | \n 5,495 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,000 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,495 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,082 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,082 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,961 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,961 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,744 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,744 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 6,780 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,780 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 50,457 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50,457 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 83,519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 85,519 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (39,632 | \n ) | \n \u00a0 | \n \u00a0 | \n (92 | \n ) | \n \u00a0 | \n \u00a0 | \n (39,724 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 43,887 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,908 | \n \u00a0 | \n \u00a0 | \n $ | \n 45,795 | \n \u00a0 | \n
Amounts recognized in the Consolidated Balance Sheets were as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 40,146 | \n \u00a0 | \n \u00a0 | \n $ | \n 41,355 | \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 2,476 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,511 | \n \u00a0 | \n
Operating lease liability classified as non-current | \n \u00a0 | \n \u00a0 | \n 41,411 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 42,469 | \n \u00a0 | \n
Total operating lease liabilities | \n \u00a0 | \n $ | \n 43,887 | \n \u00a0 | \n \u00a0 | \n $ | \n 44,980 | \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 1,370 | \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 1,908 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,864 | \n \u00a0 | \n
Lease obligations under finance leases classified as non-current | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Total finance lease obligations | \n \u00a0 | \n $ | \n 1,908 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,864 | \n \u00a0 | \n
Other information related to operating leases at March 31, 2025 and December 31, 2024 consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 12.0 | \n \u00a0 | \n
Finance leases | \n \u00a0 | \n \u00a0 | \n 0.50 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.75 | \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 11.45% | \n \u00a0 | \n ||
Finance leases | \n \u00a0 | \n 9.44% | \n \u00a0 | \n \u00a0 | \n 9.44% | \n \u00a0 | \n
Supplemental cash flow information related to leases are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Cash paid for amounts included in measurement of operating lease liabilities | \n \u00a0 | \n $ | \n 1,820 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,390 | \n \u00a0 | \n
Right-of-use assets obtained in exchange for operating lease obligations | \n \u00a0 | \n \u00a0 | \n 1,042 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,594 | \n \u00a0 | \n
Cash paid for amounts included in measurement of finance lease liabilities | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 75 | \n \u00a0 | \n
Undiscounted lease obligations are as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Operating | \n \u00a0 | \n \u00a0 | \n Finance | \n \u00a0 | \n \u00a0 | \n Total | \n \u00a0 | \n |||
2025 | \n \u00a0 | \n $ | \n 5,495 | \n \u00a0 | \n \u00a0 | \n $ | \n 2,000 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,495 | \n \u00a0 | \n
2026 | \n \u00a0 | \n \u00a0 | \n 7,082 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,082 | \n \u00a0 | \n
2027 | \n \u00a0 | \n \u00a0 | \n 6,961 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,961 | \n \u00a0 | \n
2028 | \n \u00a0 | \n \u00a0 | \n 6,744 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,744 | \n \u00a0 | \n
2029 | \n \u00a0 | \n \u00a0 | \n 6,780 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 6,780 | \n \u00a0 | \n
Thereafter | \n \u00a0 | \n \u00a0 | \n 50,457 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 50,457 | \n \u00a0 | \n
Total lease payments | \n \u00a0 | \n \u00a0 | \n 83,519 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 85,519 | \n \u00a0 | \n
Less: interest | \n \u00a0 | \n \u00a0 | \n (39,632 | \n ) | \n \u00a0 | \n \u00a0 | \n (92 | \n ) | \n \u00a0 | \n \u00a0 | \n (39,724 | \n ) | \n
Total lease liabilities | \n \u00a0 | \n $ | \n 43,887 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,908 | \n \u00a0 | \n \u00a0 | \n $ | \n 45,795 | \n \u00a0 | \n
The Company's convertible debt consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 3,148 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,616 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 9,646 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,114 | \n \u00a0 | \n
The Company had accrued interest on convertible debt of $1,414 and $1,200 as of March 31, 2025 and December 31, 2024, respectively, included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
"}]},{"name":"rpt:f-659","factDimensions":{"xbrl:concept":"us-gaap:ConvertibleDebtTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company's convertible debt consisted of the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \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 3,148 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,616 | \n \u00a0 | \n
Net carrying amount | \n \u00a0 | \n $ | \n 9,646 | \n \u00a0 | \n \u00a0 | \n $ | \n 9,114 | \n \u00a0 | \n
\u00a0
Share Repurchase Authorization
\u00a0
On August 20, 2024, the Board approved a share repurchase program to repurchase up to $10,000 of Common Shares. 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 Common Shares daily, which represents 25% of the Company\u2019s average daily trading volume on the TSX of 261,445 Common 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.
\u00a0
During the first quarter of 2025, the Company repurchased 507,500 Common Shares under the share repurchase program for total consideration of approximately $231. As of March 31, 2025, the Company had a total of 9,255,600 Common Shares remaining that can be authorized for repurchase.
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n (In thousands, except per share data) | \n \u00a0 | \n |||||
Total Common Shares repurchased | \n \u00a0 | \n \u00a0 | \n 507,500 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Common Shares canceled | \n \u00a0 | \n \u00a0 | \n 637,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Weighted average price per share | \n \u00a0 | \n $ | \n 0.45 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n $ | \n 221 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Excise tax (1) | \n \u00a0 | \n $ | \n 10 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0
(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 Consolidated Balance Sheets as of March 31, 2025.
\u00a0
Warrants
The following is a summary of the outstanding warrants for Common Shares:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of Common Share Warrants Outstanding | \n \u00a0 | \n \u00a0 | \n Number of Common Share Warrants Exercisable | \n \u00a0 | \n \u00a0 | \n Weighted Average Exercise Price $ | \n \u00a0 | \n \u00a0 | \n Weighted Average Remaining Life (years) | \n \u00a0 | \n ||||
Outstanding, December 31, 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
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \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 7.52 | \n \u00a0 | \n
\u00a0
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, 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
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \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 0.23 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
\u00a0 | \n \u00a0 | \n (In thousands, except per share data) | \n \u00a0 | \n |||||
Total Common Shares repurchased | \n \u00a0 | \n \u00a0 | \n 507,500 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Common Shares canceled | \n \u00a0 | \n \u00a0 | \n 637,000 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Weighted average price per share | \n \u00a0 | \n $ | \n 0.45 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Total cost | \n \u00a0 | \n $ | \n 221 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
Excise tax (1) | \n \u00a0 | \n $ | \n 10 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0
(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 Consolidated Balance Sheets as of March 31, 2025.
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, 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
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \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 7.52 | \n \u00a0 | \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, 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
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \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 0.23 | \n \u00a0 | \n
Share-based payments expense
\u00a0
Total share-based payments expense was as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Stock options | \n \u00a0 | \n $ | \n 840 | \n \u00a0 | \n \u00a0 | \n $ | \n 904 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 674 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 581 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 1,514 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n
\u00a0
Stock Options
\u00a0
The following table summarizes the stock option activity for the three months ended March 31, 2025:
\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, 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
Granted | \n \u00a0 | \n 67,500 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.79 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (158,196 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.16 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (640,103 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 4.46 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \n \u00a0 | \n 15,390,120 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.83 | \n \u00a0 | \n $ | \n 3.08 | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, March 31, 2025 | \n \u00a0 | \n 11,163,455 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.82 | \n \u00a0 | \n $ | \n 3.56 | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n
\u00a0
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Company\u2019s closing stock price on March 31, 2025 and December 31, 2024, respectively, and the exercise price, multiplied by the number of the in-the-money options) that would have been received by the option holders had they exercised their in-the-money options on March 31, 2025 and December 31, 2024, respectively.
\u00a0
The fair value of the various stock options granted were estimated using the Black-Scholes Option Pricing Model (the \"Black-Scholes Model\") with the following assumptions:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Volatility | \n \u00a0 | \n 72.55% - 75.19% | \n \u00a0 | \n \u00a0 | \n 77.70% - 77.79% | \n \u00a0 | \n ||
Risk-free interest rate | \n \u00a0 | \n 4.02% - 4.4% | \n \u00a0 | \n \u00a0 | \n 3.18% - 3.50% | \n \u00a0 | \n ||
Expected life (years) | \n \u00a0 | \n 5.07\u00a0- 6.25 | \n \u00a0 | \n \u00a0 | \n 10.01 | \n \u00a0 | \n ||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
\u00a0
Volatility was estimated by using the historical volatility of the Company's stock price. The expected life in years represents the period of time that the options issued are expected to be outstanding. The risk-free rate is based on U.S. treasury bond issues with a remaining term approximately equal to the expected life of the options. Dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future.
\u00a0
The total estimated fair value of stock options that vested during the three months ended March 31, 2025 and 2024 was $2,730 and $3,395, respectively. As of March 31, 2025, total unrecognized compensation cost related to unvested options was $4,163, which is expected to be recognized over a weighted-average period of 2.16 years.
Restricted Share Units
\u00a0
The following table summarizes the activities for the RSUs for the three months ended March 31, 2025:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 1,600,305 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (62,593 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \n \u00a0 | \n \u00a0 | \n 1,537,712 | \n \u00a0 | \n
\u00a0
As of March 31, 2025, total unrecognized compensation cost related to unvested RSUs was $2,134, which is expected to be recognized over a weighted-average period of 2.6 years.
"}]},{"name":"rpt:f-715","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"Total share-based payments expense was as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Stock options | \n \u00a0 | \n $ | \n 840 | \n \u00a0 | \n \u00a0 | \n $ | \n 904 | \n \u00a0 | \n
Restricted share units | \n \u00a0 | \n \u00a0 | \n 674 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 581 | \n \u00a0 | \n
Total share-based payments | \n \u00a0 | \n $ | \n 1,514 | \n \u00a0 | \n \u00a0 | \n $ | \n 1,485 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-716","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:AwardTypeAxis":"us-gaap:EmployeeStockOptionMember"},"factValues":[{"value":"840000","decimals":-3}]},{"name":"rpt:f-717","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:AwardTypeAxis":"us-gaap:EmployeeStockOptionMember"},"factValues":[{"value":"904000","decimals":-3}]},{"name":"rpt:f-718","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:AwardTypeAxis":"us-gaap:RestrictedStockUnitsRSUMember"},"factValues":[{"value":"674000","decimals":-3}]},{"name":"rpt:f-719","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD","us-gaap:AwardTypeAxis":"us-gaap:RestrictedStockUnitsRSUMember"},"factValues":[{"value":"581000","decimals":-3}]},{"name":"rpt:f-720","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1514000","decimals":-3}]},{"name":"rpt:f-721","factDimensions":{"xbrl:concept":"us-gaap:AllocatedShareBasedCompensationExpense","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"1485000","decimals":-3}]},{"name":"rpt:f-722","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The following table summarizes the stock option activity for the three months ended March 31, 2025:
\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, 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
Granted | \n \u00a0 | \n 67,500 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 0.79 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Exercised | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Forfeited | \n \u00a0 | \n (158,196 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 2.16 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Expired | \n \u00a0 | \n (640,103 | \n ) | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n 4.46 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \n \u00a0 | \n 15,390,120 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 5.83 | \n \u00a0 | \n $ | \n 3.08 | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n
\u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n ||||
Exercisable, March 31, 2025 | \n \u00a0 | \n 11,163,455 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4.82 | \n \u00a0 | \n $ | \n 3.56 | \n \u00a0 | \n $ | \n 6 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-723","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"16120919"}]},{"name":"rpt:f-724","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P5Y10M24D"}]},{"name":"rpt:f-725","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"3.13","decimals":2}]},{"name":"rpt:f-726","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"32000","decimals":-3}]},{"name":"rpt:f-727","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"67500"}]},{"name":"rpt:f-728","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"0.79","decimals":2}]},{"name":"rpt:f-729","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"158196"}]},{"name":"rpt:f-730","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"2.16","decimals":2}]},{"name":"rpt:f-731","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"640103"}]},{"name":"rpt:f-732","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"4.46","decimals":2}]},{"name":"rpt:f-733","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"15390120"}]},{"name":"rpt:f-734","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P5Y9M29D"}]},{"name":"rpt:f-735","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"3.08","decimals":2}]},{"name":"rpt:f-736","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6000","decimals":-3}]},{"name":"rpt:f-737","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"xbrla:shares"},"factValues":[{"value":"11163455"}]},{"name":"rpt:f-738","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"P4Y9M25D"}]},{"name":"rpt:f-739","factDimensions":{"xbrl:concept":"us-gaap:SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD/xbrla:shares"},"factValues":[{"value":"3.56","decimals":2}]},{"name":"rpt:f-740","factDimensions":{"xbrl:concept":"us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestExercisableAggregateIntrinsicValue","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6000","decimals":-3}]},{"name":"rpt:f-741","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The fair value of the various stock options granted were estimated using the Black-Scholes Option Pricing Model (the \"Black-Scholes Model\") with the following assumptions:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Volatility | \n \u00a0 | \n 72.55% - 75.19% | \n \u00a0 | \n \u00a0 | \n 77.70% - 77.79% | \n \u00a0 | \n ||
Risk-free interest rate | \n \u00a0 | \n 4.02% - 4.4% | \n \u00a0 | \n \u00a0 | \n 3.18% - 3.50% | \n \u00a0 | \n ||
Expected life (years) | \n \u00a0 | \n 5.07\u00a0- 6.25 | \n \u00a0 | \n \u00a0 | \n 10.01 | \n \u00a0 | \n ||
Dividend yield | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n \u00a0 | \n \u00a0 | \n 0.00 | \n % | \n
The following table summarizes the activities for the RSUs for the three months ended March 31, 2025:
\u00a0
\n| \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n Number of RSUs | \n \u00a0 | \n |
Outstanding, December 31, 2024 | \n \u00a0 | \n \u00a0 | \n 1,600,305 | \n \u00a0 | \n
Granted | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Vested | \n \u00a0 | \n \u00a0 | \n (62,593 | \n ) | \n
Forfeited | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Outstanding, March 31, 2025 | \n \u00a0 | \n \u00a0 | \n 1,537,712 | \n \u00a0 | \n
Non-controlling interest consists mainly of a 12.5% minority ownership interest in TerrAscend's New Jersey operations.
\u00a0
The following table summarizes the non-controlling interest activity for the three months ended March 31, 2025:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Opening carrying amount | \n \u00a0 | \n $ | \n (144 | \n ) | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
Capital distributions | \n \u00a0 | \n \u00a0 | \n (738 | \n ) | \n \u00a0 | \n \u00a0 | \n (7,324 | \n ) | \n
Acquisition of non-controlling interest | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,374 | \n \u00a0 | \n
Net income attributable to non-controlling interest | \n \u00a0 | \n \u00a0 | \n 1,302 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,562 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n 420 | \n \u00a0 | \n \u00a0 | \n $ | \n (144 | \n ) | \n
The following table summarizes the non-controlling interest activity for the three months ended March 31, 2025:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Opening carrying amount | \n \u00a0 | \n $ | \n (144 | \n ) | \n \u00a0 | \n $ | \n (1,756 | \n ) | \n
Capital distributions | \n \u00a0 | \n \u00a0 | \n (738 | \n ) | \n \u00a0 | \n \u00a0 | \n (7,324 | \n ) | \n
Acquisition of non-controlling interest | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,374 | \n \u00a0 | \n
Net income attributable to non-controlling interest | \n \u00a0 | \n \u00a0 | \n 1,302 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 7,562 | \n \u00a0 | \n
Ending carrying amount | \n \u00a0 | \n $ | \n 420 | \n \u00a0 | \n \u00a0 | \n $ | \n (144 | \n ) | \n
Parties are related if one party has the ability to control or exercise significant influence over the other party in making financing and operating decisions. At March 31, 2025, amounts due to/from related parties consisted of:
\u00a0
The Company's effective tax rate was (1,392.6)% for the three months ended March 31, 2025 and (186.7)% for the three months ended March 31, 2024.
The Company has computed its provision for income taxes based on the actual effective tax rate for the quarter 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.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the period presented:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Balance at beginning of year | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n
Increase based on tax positions related to current periods | \n \u00a0 | \n \u00a0 | \n 8,475 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,278 | \n \u00a0 | \n
Increase based on tax positions related to prior periods | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 40,986 | \n \u00a0 | \n
Settlements with tax authorities | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (13,770 | \n ) | \n
Balance at end of year | \n \u00a0 | \n $ | \n 157,454 | \n \u00a0 | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n
\u00a0
A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, for the period presented:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Balance, beginning of year | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n
Increases based on tax positions related to prior years | \n \u00a0 | \n \u00a0 | \n 2,161 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,536 | \n \u00a0 | \n
Additions based on tax positions related to current year | \n \u00a0 | \n \u00a0 | \n 6,169 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 26,825 | \n \u00a0 | \n
Additions based on refunds received related to prior years | \n \u00a0 | \n \u00a0 | \n 16 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n
Release of tax payments on deposit and other | \n \u00a0 | \n \u00a0 | \n (633 | \n ) | \n \u00a0 | \n \u00a0 | \n (4,007 | \n ) | \n
Ending carrying amount (1) | \n \u00a0 | \n $ | \n 114,704 | \n \u00a0 | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n
\u00a0
(1) Related to uncertain tax liabilities, the Company accrued $9,322 in interest and $6,123 in penalties as of March 31, 2025.
\u00a0
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 it is reasonably possible that the unrecognized tax benefits will increase over the next 12 months due to its 280E Tax Position.
During 2024, certain of the Company\u2019s amended federal income tax returns were selected for routine examinations by the Internal Revenue Service. As of March 31, 2025, there have been no material developments related to these examinations. The Company does not currently anticipate completion of the audits within the next twelve months.
"}]},{"name":"rpt:f-781","factDimensions":{"xbrl:concept":"us-gaap:EffectiveIncomeTaxRateContinuingOperations","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"-13.926","decimals":3}]},{"name":"rpt:f-782","factDimensions":{"xbrl:concept":"us-gaap:EffectiveIncomeTaxRateContinuingOperations","xbrl:period":"2024-01-01T00:00:00/2024-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"-1.867","decimals":3}]},{"name":"rpt:f-783","factDimensions":{"xbrl:concept":"tsndf:UncertainTaxPositionsDescription","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"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."}]},{"name":"rpt:f-784","factDimensions":{"xbrl:concept":"us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"A reconciliation of the beginning and ending amount of unrecognized tax benefits for the period presented:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Balance at beginning of year | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n \u00a0 | \n $ | \n 84,485 | \n \u00a0 | \n
Increase based on tax positions related to current periods | \n \u00a0 | \n \u00a0 | \n 8,475 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 37,278 | \n \u00a0 | \n
Increase based on tax positions related to prior periods | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 40,986 | \n \u00a0 | \n
Settlements with tax authorities | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n (13,770 | \n ) | \n
Balance at end of year | \n \u00a0 | \n $ | \n 157,454 | \n \u00a0 | \n \u00a0 | \n $ | \n 148,979 | \n \u00a0 | \n
\u00a0
"}]},{"name":"rpt:f-785","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"148979000","decimals":-3}]},{"name":"rpt:f-786","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2024-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"84485000","decimals":-3}]},{"name":"rpt:f-787","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"8475000","decimals":-3}]},{"name":"rpt:f-788","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"37278000","decimals":-3}]},{"name":"rpt:f-789","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"40986000","decimals":-3}]},{"name":"rpt:f-790","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsSettlementsWithTaxingAuthorities","xbrl:period":"2024-01-01T00:00:00/2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-13770000","decimals":-3}]},{"name":"rpt:f-791","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"157454000","decimals":-3}]},{"name":"rpt:f-792","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefits","xbrl:period":"2025-01-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"148979000","decimals":-3}]},{"name":"rpt:f-793","factDimensions":{"xbrl:concept":"us-gaap:SummaryOfIncomeTaxContingenciesTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"A reconciliation of the beginning and ending amount of uncertain tax liabilities, inclusive of accruals for related penalties and interest, for the period presented:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Balance, beginning of year | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n \u00a0 | \n $ | \n 79,627 | \n \u00a0 | \n
Increases based on tax positions related to prior years | \n \u00a0 | \n \u00a0 | \n 2,161 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 4,536 | \n \u00a0 | \n
Additions based on tax positions related to current year | \n \u00a0 | \n \u00a0 | \n 6,169 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 26,825 | \n \u00a0 | \n
Additions based on refunds received related to prior years | \n \u00a0 | \n \u00a0 | \n 16 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 10 | \n \u00a0 | \n
Release of tax payments on deposit and other | \n \u00a0 | \n \u00a0 | \n (633 | \n ) | \n \u00a0 | \n \u00a0 | \n (4,007 | \n ) | \n
Ending carrying amount (1) | \n \u00a0 | \n $ | \n 114,704 | \n \u00a0 | \n \u00a0 | \n $ | \n 106,991 | \n \u00a0 | \n
\u00a0
(1) Related to uncertain tax liabilities, the Company accrued $9,322 in interest and $6,123 in penalties as of March 31, 2025.
"}]},{"name":"rpt:f-794","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-795","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-796","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromPriorPeriodTaxPositions","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"2161000","decimals":-3}]},{"name":"rpt:f-797","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-798","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromCurrentPeriodTaxPositions","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6169000","decimals":-3}]},{"name":"rpt:f-799","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-800","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromRefundsReceivedRelatedToPriorYearsTaxPositions","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"16000","decimals":-3}]},{"name":"rpt:f-801","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-802","factDimensions":{"xbrl:concept":"tsndf:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccruedIncreaseResultingFromReclassOfTaxPaymentsOnDeposit","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"-633000","decimals":-3}]},{"name":"rpt:f-803","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-804","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"114704000","decimals":-3}]},{"name":"rpt:f-805","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-806","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesAccrued","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"9322000","decimals":-3}]},{"name":"rpt:f-807","factDimensions":{"xbrl:concept":"us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAccrued","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"6123000","decimals":-3}]},{"name":"rpt:f-808","factDimensions":{"xbrl:concept":"tsndf:GeneralAndAdministrativeExpensesTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s general and administrative expenses were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Salaries and wages | \n \u00a0 | \n \u00a0 | \n $ | \n 14,508 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14,896 | \n \u00a0 | \n
Office and general | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,354 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,889 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,306 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,061 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,875 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,820 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,514 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,485 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,237 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,325 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,107 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,465 | \n \u00a0 | \n
Provision for expected credit losses | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 479 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 67 | \n \u00a0 | \n
Total | \n \u00a0 | \n \u00a0 | \n $ | \n 26,380 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,008 | \n \u00a0 | \n
The Company\u2019s general and administrative expenses were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Salaries and wages | \n \u00a0 | \n \u00a0 | \n $ | \n 14,508 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 14,896 | \n \u00a0 | \n
Office and general | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,354 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,889 | \n \u00a0 | \n
Professional fees | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 2,306 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 3,061 | \n \u00a0 | \n
Lease expense | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,875 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,820 | \n \u00a0 | \n
Share-based compensation | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,514 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,485 | \n \u00a0 | \n
Facility and maintenance | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,237 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,325 | \n \u00a0 | \n
Sales and marketing | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,107 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,465 | \n \u00a0 | \n
Provision for expected credit losses | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 479 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 67 | \n \u00a0 | \n
Total | \n \u00a0 | \n \u00a0 | \n $ | \n 26,380 | \n \u00a0 | \n \u00a0 | \n $ | \n 28,008 | \n \u00a0 | \n
The Company\u2019s disaggregated net revenue by source, primarily due to the Company\u2019s contracts with its external customers was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Retail | \n \u00a0 | \n $ | \n 46,941 | \n \u00a0 | \n \u00a0 | \n $ | \n 53,858 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 24,056 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 26,775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 70,997 | \n \u00a0 | \n \u00a0 | \n $ | \n 80,633 | \n \u00a0 | \n
For the three months ended March 31, 2025 and 2024, the Company did not have any single customer that accounted for 10% or more of the Company\u2019s revenue.
"}]},{"name":"rpt:f-829","factDimensions":{"xbrl:concept":"us-gaap:DisaggregationOfRevenueTableTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"The Company\u2019s disaggregated net revenue by source, primarily due to the Company\u2019s contracts with its external customers was as follows:
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Retail | \n \u00a0 | \n $ | \n 46,941 | \n \u00a0 | \n \u00a0 | \n $ | \n 53,858 | \n \u00a0 | \n
Wholesale | \n \u00a0 | \n \u00a0 | \n 24,056 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 26,775 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 70,997 | \n \u00a0 | \n \u00a0 | \n $ | \n 80,633 | \n \u00a0 | \n
The Company\u2019s finance and other expenses included the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Interest | \n \u00a0 | \n $ | \n 6,764 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,072 | \n \u00a0 | \n
Accretion | \n \u00a0 | \n \u00a0 | \n 1,735 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,800 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (86 | \n ) | \n \u00a0 | \n \u00a0 | \n (283 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 8,413 | \n \u00a0 | \n \u00a0 | \n $ | \n 8,589 | \n \u00a0 | \n
The Company\u2019s finance and other expenses included the following:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n ||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Interest | \n \u00a0 | \n $ | \n 6,764 | \n \u00a0 | \n \u00a0 | \n $ | \n 7,072 | \n \u00a0 | \n
Accretion | \n \u00a0 | \n \u00a0 | \n 1,735 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1,800 | \n \u00a0 | \n
Other income | \n \u00a0 | \n \u00a0 | \n (86 | \n ) | \n \u00a0 | \n \u00a0 | \n (283 | \n ) | \n
Total | \n \u00a0 | \n $ | \n 8,413 | \n \u00a0 | \n \u00a0 | \n $ | \n 8,589 | \n \u00a0 | \n
\u00a0
Operating Segment
\u00a0
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 |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Revenue, net | \n \u00a0 | \n $ | \n 70,997 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 80,633 | \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 34,194 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 41,902 | \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 36,803 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 38,731 | \n \u00a0 | \n
Gross profit margin | \n \u00a0 | \n \u00a0 | \n 51.8 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48.0 | \n % | \n
Assets
The measure of reportable segment assets is consistent with the presentation of total consolidated assets as reported on the Consolidated Balance Sheets.
Geography
The Company has subsidiaries located in Canada and the United States. For the three months ended March 31, 2025, 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 net revenue of $178 and $264 for the three months ended March 31, 2025 and three months ended March 31, 2024, respectively.
\u00a0
The Company had non-current assets by geography of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 499,166 | \n \u00a0 | \n \u00a0 | \n $ | \n 502,260 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 373 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 537 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 499,539 | \n \u00a0 | \n \u00a0 | \n $ | \n 502,797 | \n \u00a0 | \n
| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n For the Three Months Ended | \n \u00a0 | \n |||||||
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n March 31, 2024 | \n \u00a0 | \n ||
Revenue, net | \n \u00a0 | \n $ | \n 70,997 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n $ | \n 80,633 | \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 34,194 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 41,902 | \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 36,803 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 38,731 | \n \u00a0 | \n
Gross profit margin | \n \u00a0 | \n \u00a0 | \n 51.8 | \n % | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 48.0 | \n % | \n
The Company had non-current assets by geography of:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
United States | \n \u00a0 | \n $ | \n 499,166 | \n \u00a0 | \n \u00a0 | \n $ | \n 502,260 | \n \u00a0 | \n
Canada | \n \u00a0 | \n \u00a0 | \n 373 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 537 | \n \u00a0 | \n
Total | \n \u00a0 | \n $ | \n 499,539 | \n \u00a0 | \n \u00a0 | \n $ | \n 502,797 | \n \u00a0 | \n
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:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n At March 31, 2025 | \n \u00a0 | \n At December 31, 2024 | \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 29,248 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Restricted cash | \n \u00a0 | \n \u00a0 | \n 110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Total Assets | \n \u00a0 | \n $ | \n 29,358 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 26,987 | \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 3,288 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Detachable warrants | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 353 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Bifurcated conversion options | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 93 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,734 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,836 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
\u00a0
There were no transfers between the levels of fair value hierarchy during the three months ended March 31, 2025.
The valuation approaches and key inputs for each category of assets or liabilities that are classified within levels of the fair value hierarchy are presented below:
Level 1
\u00a0
Includes 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
Includes detachable warrants, bifurcated conversion options, and a contingent consideration, which are valued using the Black-Scholes Model with observable market inputs such as stock price, historical volatility, risk-free rate, and expected term. These inputs are derived from market data and do not require significant judgment.
\u00a0
Detachable Warrants
The detachable warrants have been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \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 111.5 | \n % | \n \u00a0 | \n \u00a0 | \n 107.5 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.32 | \n % | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.23 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.48 | \n \u00a0 | \n
\u00a0
Bifurcated conversion options
The conversion options have been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \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 99.0 | \n % | \n \u00a0 | \n \u00a0 | \n 86.9 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.03 | \n % | \n \u00a0 | \n \u00a0 | \n 4.25 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 1.23\u00a0- 1.34 | \n \u00a0 | \n \u00a0 | \n 1.48\u00a0- 1.59 | \n \u00a0 | \n
\u00a0
The following table summarizes the changes in the detachable warrants and bifurcated conversion options:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 543 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n (97 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Balance at March 31, 2025 | \n \u00a0 | \n $ | \n 446 | \n \u00a0 | \n
\u00a0
Contingent Consideration Payable
\u00a0
The contingent consideration has been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 115.4 | \n % | \n \u00a0 | \n \u00a0 | \n 106.6 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.05 | \n \u00a0 | \n
The following table represents the fair value amounts of financial assets and financial liabilities:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n At March 31, 2025 | \n \u00a0 | \n At December 31, 2024 | \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 29,248 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Restricted cash | \n \u00a0 | \n \u00a0 | \n 110 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Total Assets | \n \u00a0 | \n $ | \n 29,358 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 26,987 | \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 3,288 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Detachable warrants | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 353 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Bifurcated conversion options | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 93 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \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
Total Liabilities | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,734 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n \u00a0 | \n $ | \n 3,836 | \n \u00a0 | \n \u00a0 | \n $ | \n \u2014 | \n \u00a0 | \n
The detachable warrants have been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \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 111.5 | \n % | \n \u00a0 | \n \u00a0 | \n 107.5 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.32 | \n % | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.23 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 0.48 | \n \u00a0 | \n
The conversion options have been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\n
| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \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 99.0 | \n % | \n \u00a0 | \n \u00a0 | \n 86.9 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.03 | \n % | \n \u00a0 | \n \u00a0 | \n 4.25 | \n % | \n
Expected term (in years) | \n \u00a0 | \n 1.23\u00a0- 1.34 | \n \u00a0 | \n \u00a0 | \n 1.48\u00a0- 1.59 | \n \u00a0 | \n
The following table summarizes the changes in the detachable warrants and bifurcated conversion options:
\u00a0
\n| \n | \n | \n | \n | \n |
Balance at December 31, 2024 | \n \u00a0 | \n $ | \n 543 | \n \u00a0 | \n
Fair value gain on revaluation of warrants and conversion option | \n \u00a0 | \n \u00a0 | \n (97 | \n ) | \n
Effects of movements in foreign exchange | \n \u00a0 | \n \u00a0 | \n \u2014 | \n \u00a0 | \n
Balance at March 31, 2025 | \n \u00a0 | \n $ | \n 446 | \n \u00a0 | \n
The contingent consideration has been measured at fair value as of March 31, 2025. Key inputs and assumptions used in the Black-Scholes Model were as follows:
\u00a0
\n| \n | \n | \n | \n | \n | \n | \n | \n | \n |
\u00a0 | \n \u00a0 | \n March 31, 2025 | \n \u00a0 | \n \u00a0 | \n December 31, 2024 | \n \u00a0 | \n ||
Common Stock Price of TerrAscend Corp. | \n \u00a0 | \n $ | \n 0.48 | \n \u00a0 | \n \u00a0 | \n $ | \n 0.65 | \n \u00a0 | \n
Option exercise price | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n \u00a0 | \n $ | \n 1.33 | \n \u00a0 | \n
Annual volatility | \n \u00a0 | \n \u00a0 | \n 115.4 | \n % | \n \u00a0 | \n \u00a0 | \n 106.6 | \n % | \n
Annual risk-free rate | \n \u00a0 | \n \u00a0 | \n 4.23 | \n % | \n \u00a0 | \n \u00a0 | \n 4.24 | \n % | \n
Expected term (in years) | \n \u00a0 | \n \u00a0 | \n 0.81 | \n \u00a0 | \n \u00a0 | \n \u00a0 | \n 1.05 | \n \u00a0 | \n
\u00a0
Commitments
\u00a0
As of March 31, 2025, the Company had no material contractual commitments other than those disclosed in Note 23.
\u00a0
Legal proceedings
\u00a0
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 Consolidated Balance Sheets or unaudited interim condensed consolidated statements of operations and comprehensive loss. At March 31, 2025, 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.
"}]},{"name":"rpt:f-926","factDimensions":{"xbrl:concept":"us-gaap:ContractualObligation","xbrl:period":"2025-04-01T00:00:00","xbrl:entity":"cik:0001778129","xbrl:unit":"iso4217:USD"},"factValues":[{"value":"0"}]},{"name":"rpt:f-927","factDimensions":{"xbrl:concept":"us-gaap:SubsequentEventsTextBlock","xbrl:period":"2025-01-01T00:00:00/2025-04-01T00:00:00","xbrl:entity":"cik:0001778129"},"factValues":[{"value":"\u00a0
On May 6, 2025, the Company and a consolidated entity completed the acquisition of certain assets of Ratio Cannabis LLC (\"Ratio Cannabis\"), a dispensary in Ohio. Under the terms of the purchase agreements entered into in connection with the acquisition, each dated as of March 14, 2025, the Company and a consolidated entity acquired certain assets of Ratio Cannabis for total consideration of $10,300, which was comprised of $5,000 in cash, $1,320 in Common Shares and a seller\u2019s note for $3,980 bearing 6% interest with a two-year maturity. The number of Common Shares issued as part of the consideration was calculated based on the twenty (20)-day volume-weighted average price of the Common Shares on the OTCQX for the period ending on May 5, 2025, resulting in the issuance
of 4,570,637 Common Shares by the Company on May 6, 2025. The Company is evaluating the accounting implications and is currently unable to reasonably estimate the full financial statement impact of the acquisition.
On May 5, 2025, the Company signed an option agreement to acquire equity interests in, and fully operate, Union Chill Cannabis Company LLC, a dispensary in New Jersey for total consideration of $13,000, which will be comprised of $4,000 in cash and a convertible promissory note for $9,000. The transaction is subject to customary closing conditions and regulatory approvals.
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