TILT (TLLTF) 10-Q14 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 31, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	000-56422
Entity Registrant Name	TILT Holdings Inc.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	83-2097293
Entity Address, Address Line One	2801 E. Camelback Road #180
Entity Address, City or Town	Phoenix
Entity Address State Or Province	AZ
Entity Address, Postal Zip Code	85016
City Area Code	623
Local Phone Number	887-4990
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		331,954,896
Entity Central Index Key	0001761510
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 6,584	$ 4,221
Restricted cash	9,989	2,731
Trade receivables and others	23,940	32,393
Inventories	49,245	55,583
Loans receivable, current portion	888	2,453
Prepaid expenses and other current assets	2,022	2,732
Assets held for sale	325	500
Total current assets	92,993	100,613
Non-current assets
Property, plant and equipment, net	69,943	62,360
Right-of-use assets - finance, net	4,607	5,379
Right-of-use assets - operating, net	772	5,038
Investments	6,405	6,698
Intangible assets, net	117,742	128,770
Loans receivable	3,243	1,672
Deferred tax asset	3,365
Goodwill	63,877	70,545
Other assets	1,435	273
TOTAL ASSETS	364,382	381,348
Current liabilities
Accounts payable and accrued liabilities	48,442	49,482
Warrant liability	34	2,394
Income taxes payable	621
Deferred revenue	4,228	5,177
Finance lease liability, current portion	1,045	955
Operating lease liability, current portion	133	731
Massachusetts lease liability, current portion	4,568
Notes payable, current portion, net of discount	70,597	40,758
Total current liabilities	129,668	99,497
Non-current liabilities
Finance lease liability	4,525	5,319
Operating lease liability	735	4,927
Notes payable, net of discount	350	45,855
Massachusetts lease liability	35,281
Deferred tax liability		85
TOTAL LIABILITIES	170,559	155,683
Shareholders' equity
Common shares, without par value, unlimited shares authorized, 375,776,275 and 374,082,759 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	857,413	854,952
Additional paid-in capital	224,921	224,835
Warrants	952	952
Accumulated other comprehensive income	989	999
Accumulated deficit	(890,619)	(856,248)
Non-controlling interest	167	175
TOTAL SHAREHOLDERS' EQUITY	193,823	225,665
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 364,382	$ 381,348

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	375,776,275	374,082,759
Common stock, shares outstanding	375,776,275	374,082,759

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenues, net	$ 40,487	$ 53,362	$ 129,894	$ 148,648
Cost of goods sold	(30,950)	(40,780)	(100,059)	(109,632)
Gross profit	9,537	12,582	29,835	39,016
Operating expenses:
Wages and benefits	4,881	5,169	16,384	13,801
General and administrative	4,643	5,113	15,007	14,003
Sales and marketing	808	321	1,801	702
Share-based compensation	533	849	2,545	2,406
Depreciation and amortization	4,594	4,429	13,712	13,261
Impairment loss and loss on disposal of assets	175	194	7,541	194
Total operating expenses	15,634	16,075	56,990	44,367
Operating loss	(6,097)	(3,493)	(27,155)	(5,351)
Other (expense) income:
Interest income	94		168	587
Other income	2	2	9	70
Change in fair value of warrant liability	610	5,204	2,360	(2,782)
Gain (loss) on sale of assets	(1)	127		68
Unrealized loss on investment	(198)	(71)	(292)	(829)
Loan receivable losses	(133)		(1,154)
Loss on termination of lease				(333)
Interest expense	(4,150)	(2,849)	(10,727)	(7,624)
Foreign exchange gain (loss)		12		(23)
Total other (expense) income	(3,776)	2,425	(9,636)	(10,866)
Loss from operations before income tax and non-controlling interest	(9,873)	(1,068)	(36,791)	(16,217)
Income taxes
Income tax benefit (expense)	(5,818)	2,094	2,412	1,220
Net (loss) income before non-controlling interest	(15,691)	1,026	(34,379)	(14,997)
Less: Net loss attributable to non-controlling interest			8
Net (loss) income attributable to TILT Holdings Inc.	(15,691)	1,026	(34,371)	(14,997)
Other comprehensive (loss) income
Net (loss) income	(15,691)	1,026	(34,379)	(14,997)
Foreign currency translation differences	(8)	(4)	(10)	(13)
Comprehensive (loss) income before non-controlling interest	(15,699)	1,022	(34,389)	(15,010)
Less: Net loss attributable to non-controlling interest			8
Comprehensive (loss) income attributable to TILT Holdings Inc.	$ (15,699)	$ 1,022	$ (34,381)	$ (15,010)
Weighted average number of shares outstanding:
Weighted-average number of shares and units outstanding - Basic	375,776,275	371,055,001	375,311,644	368,402,073
Weighted-average number of shares and units outstanding - Diluted		409,696,936
Net (loss) income per common share attributable to TILT Holdings Inc.
Net (loss) income per common share attributable to TILT Holdings Inc. - Basic	$ (0.04)	$ 0	$ (0.09)	$ (0.04)
Net (loss) income per common share attributable to TILT Holdings Inc. - Diluted		$ 0

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Common Shares	Additional Paid-in Capital	Warrants	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Non-Controlling Interest	Total
Balance at beginning of period at Dec. 31, 2020	$ 851,851	$ 223,499	$ 6,757	$ 1,014	$ (818,436)		$ 264,685
Balance at beginning of period (in shares) at Dec. 31, 2020	367,182,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation		625					625
Warrants exercised	$ 149						149
Warrants exercised (in shares)	567,000
Warrants reclassified to liability			(5,805)		(2,686)		(8,491)
Issuance and vesting of restricted share units	$ 257						257
Issuance and vesting of restricted share units (in shares)	825,000
Comprehensive income (loss) for the period				(2)	(17,057)		(17,059)
Balance at end of the period at Mar. 31, 2021	$ 852,257	224,124	952	1,012	(838,179)		240,166
Balance at end of period (in shares) at Mar. 31, 2021	368,574,673
Balance at beginning of period at Dec. 31, 2020	$ 851,851	223,499	6,757	1,014	(818,436)		264,685
Balance at beginning of period (in shares) at Dec. 31, 2020	367,182,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss) for the period							(15,010)
Balance at end of the period at Sep. 30, 2021	$ 853,651	224,739	952	1,001	(836,119)	$ 175	244,399
Balance at end of period (in shares) at Sep. 30, 2021	372,309,553
Balance at beginning of period at Mar. 31, 2021	$ 852,257	224,124	952	1,012	(838,179)		240,166
Balance at beginning of period (in shares) at Mar. 31, 2021	368,574,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss) for the period				(7)	1,034		1,027
Balance at end of the period at Jun. 30, 2021	$ 852,257	224,124	952	1,005	(837,145)		241,193
Balance at end of period (in shares) at Jun. 30, 2021	368,574,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Options exercised	$ 13						13
Options exercised (Shares)	221,400
Share-based compensation		519					519
Warrants exercised	$ 24	96					120
Warrants exercised (in shares)	90,000
Issuance and vesting of restricted share units	$ 898						898
Issuance and vesting of restricted share units (in shares)	2,674,104
Shares reserved for contingent consideration	$ 108						108
Shares issued from formation of SFNY	$ 351						351
Shares issued from formation of SFNY (Shares)	749,376
Non-controlling interest						175	175
Comprehensive income (loss) for the period				(4)	1,026		1,022
Balance at end of the period at Sep. 30, 2021	$ 853,651	224,739	952	1,001	(836,119)	175	244,399
Balance at end of period (in shares) at Sep. 30, 2021	372,309,553
Balance at beginning of period at Dec. 31, 2021	$ 854,952	224,835	952	999	(856,248)	175	225,665
Balance at beginning of period (in shares) at Dec. 31, 2021	374,082,759
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation		81					81
Issuance and vesting of restricted share units	$ 888						888
Issuance and vesting of restricted share units (in shares)	1,220,468
Shares reserved for contingent consideration	$ 257						257
Comprehensive income (loss) for the period				1	(11,629)	(5)	(11,633)
Balance at end of the period at Mar. 31, 2022	$ 856,097	224,916	952	1,000	(867,877)	170	215,258
Balance at end of period (in shares) at Mar. 31, 2022	375,303,227
Balance at beginning of period at Dec. 31, 2021	$ 854,952	224,835	952	999	(856,248)	175	225,665
Balance at beginning of period (in shares) at Dec. 31, 2021	374,082,759
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive income (loss) for the period							(34,389)
Balance at end of the period at Sep. 30, 2022	$ 857,413	224,921	952	989	(890,619)	167	193,823
Balance at end of period (in shares) at Sep. 30, 2022	375,776,275
Balance at beginning of period at Mar. 31, 2022	$ 856,097	224,916	952	1,000	(867,877)	170	215,258
Balance at beginning of period (in shares) at Mar. 31, 2022	375,303,227
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation		18					18
Issuance and vesting of restricted share units	$ 508						508
Issuance and vesting of restricted share units (in shares)	473,048
Shares reserved for contingent consideration	$ 261						261
Comprehensive income (loss) for the period				(3)	(7,051)	(3)	(7,057)
Balance at end of the period at Jun. 30, 2022	$ 856,866	224,934	952	997	(874,928)	167	208,988
Balance at end of period (in shares) at Jun. 30, 2022	375,776,275
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation		(13)					(13)
Issuance and vesting of restricted share units	$ 430						430
Shares reserved for contingent consideration	117						117
Comprehensive income (loss) for the period				(8)	(15,691)		(15,699)
Balance at end of the period at Sep. 30, 2022	$ 857,413	$ 224,921	$ 952	$ 989	$ (890,619)	$ 167	$ 193,823
Balance at end of period (in shares) at Sep. 30, 2022	375,776,275

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (34,379)	$ (14,997)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized loss on investments	292	829
Loss on termination of lease		333
Disposal expense and other	10	(28)
Depreciation and amortization	17,826	16,522
Amortization of operating lease right of use assets	531	942
Change in allowance for doubtful accounts	(213)	(236)
Non-cash interest income	(45)	(789)
Deferred tax	(3,450)	(1,133)
Share-based compensation	2,545	2,406
Accretion of debt discount	2,210	2,449
Change in fair value of financial instruments	(2,360)	2,782
Loan receivable losses	1,154
Impairment loss and loss on disposal of assets	7,541	194
Non-cash interest expense	3,430	2,280
Net change in working capital items:
Trade receivables and others, net	8,666	(5,124)
Inventories	6,350	(20,377)
Prepaid expenses and other current assets	(452)	603
Accounts payable and accrued liabilities	(1,036)	12,618
Income tax payable	621	(803)
Deferred revenue	(949)	(2,405)
Net cash provided by (used in) operating activities	8,292	(3,934)
Cash flows from investing activities:
Purchases of property, plant, and equipment	(14,856)	(2,351)
Proceeds from sale of property, plant and equipment	9	1,259
Repayment of loan receivable, net of advances	(1,115)	2,633
Cash paid for acquisitions		(400)
Net cash (used in) provided by investing activities	(15,962)	1,141
Cash flows from financing activities:
Payments on lease liability	(1,595)	(2,208)
Repayments on notes payable	(120,575)	(17,321)
Debt issuance costs		(418)
Proceeds from notes payable and Massachusetts lease liability	139,467	21,850
Proceeds from options and warrants exercised		186
Net cash provided by financing activities	17,297	2,089
Effect of foreign exchange on cash and cash equivalents	(6)	(5)
Net change in cash and cash equivalents and restricted cash	9,621	(709)
Cash and cash equivalents and restricted cash, beginning of year	6,952	8,859
Cash and cash equivalents and restricted cash, end of year	16,573	8,150
Supplemental disclosures of non-cash investing and financing activities:
Decreases to right of use assets related to Taunton Facility Transactions	3,940
Decreases to operating lease liability related to Taunton Facility Transactions	4,454
Decreases to property, plant, and equipment related to Taunton Facility Transactions	514
Increases to right of use asset		965
Increases to finance lease liability		965
Supplemental disclosure of cash flow information:
Cash paid for interest	4,166	2,172
Cash paid for income taxes	$ 222	$ 1,199

Nature of Operations

Nature of Operations	9 Months Ended
Nature of Operations	Sep. 30, 2022
Nature of Operations
Nature of Operations	1. Nature of Operations TILT Holdings Inc. (“TILT” or the “Company”) is a business solutions provider to the global cannabis industry offering a diverse range of value-added products and services to industry participants. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers in regulated markets across 37 states in the United States (“U.S.”), as well as Canada, Israel, Mexico, South America, and the European Union. TILT was incorporated under the laws of Nevada pursuant to NRS Chapter 78 on June 22, 2018. The Company was continued under the Business Corporations Act (British Columbia) pursuant to a Certificate of Continuance dated November 14, 2018. The Company is a reporting issuer in Canada in the Provinces of British Columbia, Alberta, and Ontario and its common shares (the “Common Shares”) are listed for trading on the NEO Exchange under the symbol “TILT.” In addition, the Common Shares are quoted on the OTCQX in the U.S. under the symbol “TLLTF.” The Company’s head office is in Phoenix, Arizona and its registered office is located at 745 Thurlow Street, #2400 Vancouver, BC V6C 0C5 Canada. Liquidity The Company has experienced operating losses since its inception and expects to continue to incur losses in the development of its business. The Company incurred a comprehensive loss of $34,381 during the nine months ended September 30, 2022 and has an accumulated deficit of $890,619 as of September 30, 2022. As of September 30, 2022, the Company had negative working capital of $36,675 (compared to positive working capital of $1,116 as of December 31, 2021). The negative working capital is related to the Company’s senior secured promissory notes issued on November 1, 2019 (the “2019 Senior Notes”) and junior notes becoming due within the next 12 months. On May 16, 2022, through its subsidiary Commonwealth Alternative Care, Inc. (“CAC”), the Company completed the previously announced acquisition of a facility in Taunton, Massachusetts (the “Taunton Facility”). Concurrent with the acquisition, CAC closed on the sale of the Taunton Facility (the “Massachusetts Sale” and, with the purchase of the Taunton Facility, the “Taunton Facility Transactions”) to Innovative Industrial Properties, Inc. (“IIP”). See Note 12 — Massachusetts Lease Liability for further details. During the three months ended September 30, 2022, the Company used a portion of the net proceeds from the Taunton Facility Transactions to pay $18,269 towards the principal balance of the 2019 Senior Notes. The Company made a further payment of $7,975 towards the 2019 Senior Notes subsequent to the end of the reporting period. See Note 20 — Subsequent Events for further details. On April 19, 2022, the Company entered into a definitive purchase and sale agreement between its subsidiary, White Haven RE, LLC, and an affiliate of IIP (the “Purchase and Sale Agreement”), contemplating a sale and leaseback of the Company’s cultivation and production facility in White Haven, Pennsylvania (the “Pennsylvania Transaction”) in exchange for $15,000 cash. On September 30, 2022, the Company and IIP entered into a third amendment (the “Third Amendment”) to the Purchase and Sale Agreement extending the investigational period under the Purchase and Sale Agreement to a date on or before November 1, 2022 and allowing for closing of the Pennsylvania Transaction to occur simultaneously with the expiration of the investigational period. See Note 20 — Subsequent Events for details regarding other significant events related to the Pennsylvania Transaction. The Company expects that the proceeds from the Taunton Facility Transactions and pending Pennsylvania Transaction will be sufficient to address a portion of its debt maturities occurring in December 2022 and pay all obligations on maturities occurring in April 2023 and remains in discussions with debt holders to finalize the future debt structure of the Company in order to achieve an improved capital structure with extended maturities. The Company’s liquidity will depend, in large part, on its success with these discussions and/or its ability to raise additional capital to address its remaining debt maturities, generate positive cash flow, and minimize the anticipated net loss during the 12 months from the date of this filing, all of which are uncertain and outside the control of the Company. Based on the Company’s operating plans for the next 12 months which include (i) revenue growth from the sale of existing products and the introduction of new products across all operating segments, (ii) reducing production costs as a result of maturing efficiencies in cannabis operations, (iii) reducing supply chain costs, (iv) increasing cash inflows from the 2022 activation of a medical dispensary license, (v) increasing cash inflows from the monetization of COVID-19 Pandemic and Global Conflicts In March 2020, the World Health Organization categorized coronavirus disease 2019 (“COVID-19”) as a global pandemic. The Company continues to implement and evaluate actions to strengthen its financial position and support the continuity of its business and operations. The impact of the COVID-19 pandemic and geopolitical conflicts, including the recent war in Ukraine, have created much uncertainty in the global marketplace. There are many uncertainties regarding these events, and the Company is closely monitoring the ongoing impact on all aspects of its business, including how it will impact its services, customers, employees, vendors, and business partners now and in the future. While the COVID-19 pandemic and recent geopolitical conflicts did not materially adversely affect the Company’s financial results and business operations in the nine months ended September 30, 2022, the Company is unable to predict the impact that these events will have on its future financial position and operating results due to numerous uncertainties.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated unaudited interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles ("U.S. GAAP") for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our condensed consolidated unaudited financial statements and accompanying notes (the "Financial Statements") include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Form 10, as filed with the SEC and with the relevant Canadian securities regulatory authorities under its profile on SEDAR. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2022. Certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data included in the condensed consolidated Financial Statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of stockholder’s equity, and cash flows of the Company for the three and nine months ended September 30, 2022 and 2021. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022. Principles of consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation. Reclassifications Certain amounts in the Company's prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company is presenting certain security deposits of $273 in other assets in the condensed consolidated balance sheet as of December 31, 2021, which were previously included in prepaid expenses and other current assets. Use of Estimates The preparation of these Financial Statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. Restricted Cash The Company had $9,989 and $2,731 in restricted cash as of September 30, 2022 and December 31, 2021, respectively. Included in restricted cash as of September 30, 2022 was $7,259 of cash held by an escrow agent in connection with the completion of the Taunton Facility Transactions (as described in ). This cash was reserved to pay down outstanding corporate debt. Also included in restricted cash was $1,432 of interest reserves as of both September 30, 2022 and December 31, 2021, respectively. This cash is reserved for payment of interest on the 2019 Senior Notes (as described in Estimated Useful Lives and Depreciation of Property, Plant and Equipment Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 Furniture and fixtures 3 Autos and trucks 5 years Buildings, leasehold and land improvements 5 Greenhouse-agricultural structure 7 Land Not depreciated Construction in progress Not depreciated Property not in service Not depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed annually and adjusted prospectively, if appropriate. Buildings and leasehold and land improvements are amortized over the shorter of either useful life or term of the lease. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the consolidated statements of operations and comprehensive loss. Recently Adopted and Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board (“FASB”), the Association of International Certified Professional Accountants and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued an accounting standards update (“ASU”) 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings per Share Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with Topic 606 (Revenue from Contracts with Customers) as if the entity had originated the contracts. ASU 2021-08 is effective for the Company beginning January 1, 2023. The Company will consider adopting this ASU and the effects of adoption on the Company’s Financial Statements when it next completes a business combination. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	3. Fair Value Measurements A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers all related factors of the asset by market participants in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: ● Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). ● Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Items Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis, including their levels in the fair value hierarchy are as follows: As of September 30, 2022 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 6,584 $ — $ — Restricted cash 9,989 — — Investments 5 — 6,400 Warrant liability — — 34 Total $ 16,578 $ — $ 6,434 As of December 31, 2021 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 4,221 $ — $ — Restricted cash 2,731 — — Investments 102 — 6,596 Warrant liability — — 2,394 Total $ 7,054 $ — $ 8,990 The following table summarizes the significant assumptions used in the determining the fair value of the warrant liability as of September 30, 2022: Exercise price $0.26 - $0.30 Risk free interest rate 3.10% - 3.24% Expected Share Price Volatility 88.85% - 106.65% Expected Life of Warrant (years) 0.09 - 0.14 During the three months ended September 30, 2022 and 2021, the Company recorded gains of $610 and $5,204, respectively, on the change in fair value of the warrant liability. During the nine months ended September 30, 2022 and 2021, the Company recorded a gain of $2,360 and a loss of $2,782, respectively, on the change in fair value of the warrant liability. These gains and losses are included in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The carrying amount of the Company’s term loan approximates its fair value based upon market interest rates available to the Company for debt of similar risk and maturities, a Level 3 input. See Note 11 — Notes Payable for additional information. Additionally, the carrying amount of the Company’s loans receivable, net of related current expected credit losses, approximates their fair values. See Note 9 — Loans Receivable for additional information. The carrying amounts of all financial assets and liabilities, other than notes payable and loans receivables, approximate their fair values. There were no transfers between the levels of fair value hierarchy during the three and nine months ended September 30, 2022 and 2021. Items Measured at Fair Value on a Non-Recurring Basis Goodwill As a result of missed forecasts for Jupiter Research, LLC (“Jupiter”), the Company conducted additional testing of its goodwill related to Jupiter as of June 30, 2022. After this review, the Company determined that the carrying amount of the Jupiter reporting unit exceeded its estimated recoverable amount and recorded a $6,668 goodwill impairment charge for the six months ended June 30, 2022. During the three months ended September 30, 2022, the Company did not identify any additional impairment triggers. The following table summarizes the goodwill activity for the nine months ended September 30, 2022: Balance, January 1, 2022 $ 70,545 Jupiter impairment (6,668) Balance, September 30, 2022 $ 63,877 See Note 8 — Goodwill for additional information.

Inventories

Inventories	9 Months Ended
Inventories	Sep. 30, 2022
Inventories
Inventories	4. Inventories The Company’s inventories consisted of the following: September 30, December 31, 2022 2021 Raw Material - cannabis plants $ 3,014 $ 3,206 Raw Material - other materials 900 1,116 Work in progress 10,277 6,327 Finished goods 32,571 43,776 Supplies and accessories 2,483 1,158 Total Inventories $ 49,245 $ 55,583

Property, Plant and Equipment

Property, Plant and Equipment	9 Months Ended
Property, Plant and Equipment	Sep. 30, 2022
Property, Plant and Equipment
Property, Plant and Equipment	5. Property, Plant and Equipment The property, plant and equipment consisted of the following: September 30, 2022 December 31, 2021 Land $ 6,434 $ 169 Land improvements 461 460 Machinery & equipment 13,203 12,450 Furniture & fixtures 803 788 Buildings 51,960 6,845 Greenhouse - Agricultural structure 8,196 8,195 Leasehold improvements 9,949 46,587 Construction in progress 1,181 3,391 Autos & trucks 256 214 Total cost 92,443 79,099 Less: accumulated depreciation (22,500) (16,739) Total property, plant and equipment $ 69,943 $ 62,360 During the three months ended September 30, 2022 and 2021, the Company recognized depreciation expense of $2,079 and $1,961, respectively. For the nine months ended September 30, 2022 and 2021, the Company recognized depreciation expense of $6,025 and $4,836, respectively. Depreciation expense is included in cost of goods sold and depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. During the three months ended September 30, 2022 the Company recorded a loss on disposal of assets of $1. During the three months ended September 30, 2021, the Company recorded a gain on disposal of assets of $127. During the nine months ended September 30, 2021, the Company recorded a gain on disposal of assets of $68. These gains and losses are included in gains (losses) on sale of assets in the condensed consolidated statements of operations and comprehensive loss. In connection with management’s ongoing multi-phase plans to produce high-quality flowers, during the nine months ended September 30, 2022, the Company replaced existing lights with new market-standard LED lights. As a result, the Company recorded a loss on disposal in the amount of $697, which represented the carrying value of existing lights. This loss is included in impairment loss and loss on disposal of assets in the condensed consolidated statements of operations and comprehensive loss. On May 16, 2022, the Company purchased the Taunton Facility as described in Note 12 —

Investments

Investments	9 Months Ended
Investments	Sep. 30, 2022
Investments
Investments	6. Investments The Company’s investments included the following: Investment September 30, 2022 December 31, 2021 Investment in HERBL, Inc. $ 6,400 $ 6,400 Investment in Big Toe Ventures LLC — 196 Investment in Akerna 5 102 Total Investments $ 6,405 $ 6,698 The Company recorded the investments in HERBL, Inc. and Big Toe Ventures LLC (“Big Toe”) in accordance with a measurement alternative due to the lack of readily determinable fair values. The measurement alternative allows the Company to record the investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. The Company has not applied impairment or price adjustments to the original cost through September 30, 2022. During the three months ended September 30, 2022, the Company recorded an unrealized loss on investment of $198, of which $196 was related to Big Toe and $2 was related to Akerna Corp. (“Akerna”). During the three months ended September 30, 2021, the Company recorded an unrealized loss of $71 from the investment in Akerna. During the nine months ended September 30, 2022, the Company recorded an unrealized loss on investment of $292, of which $196 was related to Big Toe and $96 was related to Akerna. During the nine months ended September 30, 2021, the Company recorded an unrealized loss of $829, of which $804 was related to Big Toe and $25 was related to Akerna. This loss is included in unrealized loss on investment in the condensed consolidated statements of operations and comprehensive loss.

Intangible Assets

Intangible Assets	9 Months Ended
Intangible Assets	Sep. 30, 2022
Intangible Assets
Intangible Assets	7. Intangible Assets Intangible asset balances consisted of the following: Intangible assets September 30, 2022 December 31, 2021 Customer relationships $ 85,300 $ 85,300 Trademarks 29,000 29,000 License rights (1) 17,891 17,891 Management agreements 926 926 Patents & technologies 32,900 32,900 Backlog and non-competition agreements 10,406 10,406 Total intangible assets, at cost 176,423 176,423 Less: Accumulated amortization (58,681) (47,653) Total intangible assets, net $ 117,742 $ 128,770 _____________ (1) Amortization expense for the three months ended September 30, 2022 and 2021, was $3,677 and $3,668, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021, was $11,030 and $10,971, respectively. This amortization expense is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. The following table outlines the estimated future annual amortization expense related to intangible assets as of September 30, 2022: Estimated Years ended December 31, amortization Remainder of 2022 $ 3,676 2023 13,056 2024 13,056 2025 13,056 2026 12,899 Thereafter 44,268 $ 100,011

Goodwill

Goodwill	9 Months Ended
Goodwill	Sep. 30, 2022
Goodwill
Goodwill	8. Goodwill For the purposes of impairment testing, goodwill is allocated to the Company’s reporting units as follows: Standard Standard Jupiter Farms PA Farms OH Total Balance, December 31, 2021 $ 63,346 $ 5,819 $ 1,380 $ 70,545 Impairment (6,668) — — (6,668) Balance, September 30, 2022 $ 56,678 $ 5,819 $ 1,380 $ 63,877 During the six months ended June 30, 2022, the Company conducted additional testing of its goodwill related to Jupiter by assessing if the carrying value for the Jupiter reporting unit exceeds its fair value. The recoverable amount for Jupiter was based on fair value, using an income approach. Where applicable, the Company uses its comparative market multiples to corroborate discounted cash flow results. The fair value measurement was categorized as a Level 3 based on inputs in the valuation technique used. The key assumptions used in the calculation of the fair value of each reporting unit include management’s projections of future cash flows for a ten-year period, as well as a terminal value, growth rate and discount rate based on the estimated weighted average cost of capital, that incorporates the risks specific to the reporting units. The following table details the key assumptions used in determining the recoverable amount during the nine months ended September 30, 2022: Jupiter Terminal value growth rate 3.0% Discount rate 22.5% Projected revenue growth rate* 9.9% Fair value $ 166,957 _____________ *Projected revenue growth rate averaged over the next ten years. Based on the test results for Jupiter, the carrying amount of the reporting unit exceeded its estimated recoverable amount by $6,668. Consequently, an impairment loss was recorded for goodwill during the six months ended June 30, 2022. During the three months ended September 30, 2022, the Company did not identify any additional impairment triggers.

Loans Receivable

Loans Receivable	9 Months Ended
Loans Receivable	Sep. 30, 2022
Loans Receivable
Loans Receivable	9. Loans Receivable A breakdown of the loans receivable terms and balances are as follows: Loans receivable September 30, 2022 December 31, 2021 Teneo Fund SPVi LLC note – No interest rate or due date $ 5,911 $ 5,911 Pharma EU, LLC note – Interest rate of 12.0%, due December 31, 2020 1,410 1,410 A&R note – No interest rate, due December 31, 2022 711 714 SSZ and Elev8 note – Interest rate of 8.0% per annum, due October 8, 2030 1,002 1,002 Pure Hana Synergy note – Interest rate of 10.0% per annum, due August 1, 2022 224 224 Little Beach Harvest note – Interest rate of 9.0% per annum, due August 24, 2036 1,586 423 Total loans receivable $ 10,844 $ 9,684 Less allowance for expected credit losses (6,713) (5,559) Loans receivable, net of expected credit losses 4,131 4,125 Less current portion of loan receivable (888) (2,453) Loans receivable, long-term $ 3,243 $ 1,672 At each reporting date, the Company assesses whether loans receivables are credit impaired by applying the guidance in ASC 326. A financial asset is considered credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Credit impairment is based on observable data such as significant financial difficulty of the debtor and a breach of contract such as a default or being past due. During the nine months ended September 30, 2022, the Company recorded an additional $1,154 of allowance for expected credit losses due to revised collectability estimates. Current expected credit losses (“CECLs”) are measured by the Company on a probability-weighted basis based on historical experience with losses and forward-looking information, which includes considerations of ongoing legal and regulatory developments in the industry. Loss given default parameters utilized by the Company in estimating CECL generally reflect the assumed recovery rate from underlying collateral, with adjustments for time value of money and estimated costs for obtaining and selling the collateral. Given the repayment profile and underlying terms of such loans, CECLs are generally estimated over the contractual term of the loan. The following tables present an analysis of the credit quality of loans receivable, together with impairment losses recognized based on lifetime CECLs: As of September 30, 2022 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 9,210 $ (5,644) $ 3,566 Third party guarantee 1,410 (882) 528 No collateral 224 (187) 37 Net loans receivable $ 10,844 $ (6,713) $ 4,131 As of December 31, 2021 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,050 $ (4,556) $ 3,494 Third party guarantee 1,410 (882) 528 No collateral 224 (121) 103 Net loans receivable $ 9,684 $ (5,559) $ 4,125

Accounts payable and accrued li

Accounts payable and accrued liabilities	9 Months Ended
Accounts payable and accrued liabilities	Sep. 30, 2022
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities	10. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: Accounts payable and accrued liabilities September 30, 2022 December 31, 2021 Accounts payable $ 38,676 $ 37,777 Accrued interest expense 2,960 2,752 Accrued payroll 2,770 2,951 Other current payables/liabilities 4,036 6,002 Total accounts payable and accrued liabilities $ 48,442 $ 49,482

Notes Payable

Notes Payable	9 Months Ended
Notes Payable	Sep. 30, 2022
Notes Payable
Notes Payable	11. Notes Payable Notes payable and debt issuance costs are as follows: Notes Payable September 30, 2022 December 31, 2021 Asset-based Revolving Facility – Interest rate of 9.75% as of September 30, 2022, due on July 21, 2023 (1) $ 7,204 9,719 2019 Senior Notes – Interest rate of 8.0% per annum, due on November 1, 2022 17,883 34,057 Junior Notes – Interest rate of 8.0% per annum, due on April 1, 2023 45,585 42,956 Other loans and borrowings 350 350 Total debt 71,022 87,082 Less: Debt issuance costs (75) (469) Total debt, net $ 70,947 $ 86,613 _____________ (1) The Asset-based Revolving Facility initially matures on July 21, 2023 and automatically renews for successive one-year terms unless terminated by the Company or the lender. During the nine months ended September 30, 2022, the Company made a payment of $18,269 towards the principal balance of the 2019 Senior Notes. This payment was made using funds received as part of the Taunton Facility Transactions, as described in Note 12 — Massachusetts Lease Liability. Subsequent to September 30, 2022, an additional payment of $7,975 was made towards the 2019 Senior Notes, and the maturity date on the remaining balance of the 2019 Senior Notes was extended to November 14, 2022. See Note 20 — Subsequent Events for further details. Future maturities of all notes payable as of September 30, 2022 are as follows: Year ended December 31, Amount Remainder of 2022 $ 27,214 2023 43,383 2024 and thereafter 350 Total $ 70,947

Massachusetts Lease Liability

Massachusetts Lease Liability	9 Months Ended
Massachusetts Lease Liability	Sep. 30, 2022
Massachusetts Lease Liability
Massachusetts Lease Liability	12. Massachusetts Lease Liability On May 16, 2022, the Company, through its subsidiary CAC, completed the acquisition of the Taunton Facility for $13,047 cash consideration pursuant to a purchase option included in the Company’s lease with the previous owner of the Taunton Facility. Concurrently with the acquisition, CAC sold the Taunton Facility to IIP for $40,000 cash consideration. The Company also entered into a long-term lease for the Taunton Facility with a term of 20 years and a maturity date of May 15, 2042, with two 5-year Of the cash proceeds from IIP used to pay the Taunton Facility purchase price, $25,466 was remitted to an escrow account as a compensating balance to the note payable and the remaining proceeds were used to pay transaction expenses. As of September 30, 2022, there was a balance of $7,259 in the escrow account. The early lease termination and acquisition of the Taunton Facility resulted in derecognizing a right of use (“ROU”) asset balance of $3,940, and lease liability balance of $4,454; and recognizing land and building balances of $6,266 and $6,268, respectively. The transaction with IIP was accounted for as a failed sale and leaseback transaction, where the Company retained the Taunton Facility balances included in property, plant, and equipment, and recognized a note payable of $40,000. As of September 30, 2022, the Taunton Financing Liability had a balance of $39,849. Future maturities of the Taunton Financing Liability as of September 30, 2022 are as follows: Year ended December 31, Amount Remainder of 2022 $ 1,100 2023 4,400 2024 and thereafter 34,349 Total $ 39,849

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2022
Leases
Leases	13. Leases The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive income: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating lease cost $ 48 $ 303 $ 531 $ 942 Finance lease cost: Amortization of lease assets 257 249 771 715 Interest on lease liabilities 112 125 351 367 Finance lease costs 369 374 1,122 1,082 Total lease cost $ 417 $ 677 $ 1,653 $ 2,024 The following table provides the weighted average discount rates and weighted average remaining lease terms for the Company’s leases: September 30, 2022 December 31, 2021 Weighted average discount rate 8.0% 8.0% Weighted average remaining lease term 5.24 years 5.98 years As a result of the Taunton Facility Transactions, the Company derecognized an ROU asset balance of $3,940 and a lease liability of $4,454. The Company also recognized land and building of $6,266 and $6,268, respectively, in connection with these transactions. See Note 12 — Massachusetts Lease Liability for additional information. The maturity of the contractual undiscounted lease liabilities as of September 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 358 $ 49 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 316 Total undiscounted lease liabilities 6,732 1,085 Interest on lease liabilities (1,162) (217) Total present value of minimum lease payments 5,570 868 Lease liability - current portion (1,045) (133) Lease liability $ 4,525 $ 735

Shareholders' Equity

Shareholders' Equity	9 Months Ended
Shareholders' Equity	Sep. 30, 2022
Shareholders' Equity
Shareholders' Equity	14. Shareholders’ Equity LP Units of JJ LP The limited partnership units (“LP Units”) of Jimmy Jang, L.P. (“JJ LP”), a subsidiary of the Company, are exchangeable for one Common Share at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During the three and nine months ended September 30, 2022 and 2021, there were no LP Units of JJ LP converted to Common Shares. As of September 30, 2022 and December 31, 2021, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively. Warrants The Company did not issue any warrants during the three and nine months ended September 30, 2022 and 2021. The following table summarizes the warrants that remain outstanding as of September 30, 2022: Exercise Number of Security issued Price (CAD$) Warrants Expiration Date Warrants issued as part of debt offering 0.33 45,249,520 November 1, 2022 Warrants issued as part of debt offering 0.39 18,360,000 November 20, 2022 Consultant warrants 0.53 750,000 November 22, 2022 Consultant warrants 0.33 500,000 January 28, 2023 Founders separation warrants 1.05 9,045,691 September 30, 2024 73,905,211 A rollforward of warrant activity for the nine months ended September 30, 2022 is as follows: Weighted Number of Average Warrants Warrants Exercise Price Balance as of January 1, 2022 73,905,211 CAD$ 0.44 Exercised — — Balance as of September 30, 2022 73,905,211 CAD$ 0.44 Share-based Compensation Under the Amended and Restated 2018 Stock and Incentive Plan (the “Plan”), the Company has reserved 60,000,000 Common Shares to be issued as awards to employees, management, directors and consultants of the Company, as designated by the Company’s board of directors (the “Board”) or a committee of the Board. “Award” is defined in the Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards. Of this amount, 36,731,048 Common Shares are available for issuance as of September 30, 2022. Restricted Stock Units (“RSUs”) A summary of the status of the RSUs outstanding is as follows: Number of Weighted Average RSUs RSUs Grant Date Fair Value Unvested as of January 1, 2022 3,627,081 $ 0.37 Issued 40 0.23 Forfeited (355,093) 0.33 Vested (993,476) 0.33 Unvested as of September 30, 2022 2,278,552 $ 0.40 During the nine months ended September 30, 2021, the Company issued RSUs totaling 4,290,034. During the three months ended September 30, 2022 and 2021, the Company recorded $82 and $332 of net share-based compensation relating to RSUs, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded $506 and $783 of net share-based compensation relating to RSUs, respectively. The Company recorded additional share-based compensation expense of $117 and $108 for the three months ended September 30, 2022 and 2021, respectively, and $635 and $108 for the nine months ended September 30, 2022 and 2021, respectively, relating to the contingent consideration for milestone payments relating to projects of its joint venture in CGSF Group, LLC (“CGSF”). Share Options A summary of the status of the share options outstanding is as follows: Share Options Weighted Weighted Average Common Average Remaining Contractual Share options Shares Exercise Price Life (yrs) Balance as of January 1, 2022 16,573,380 $ 0.63 5.34 Forfeited (6,391,470) $ 0.69 — Balance as of September 30, 2022 10,181,910 $ 0.60 6.44 For the three months ended September 30, 2021, the Company recorded $37 of net share-based compensation related to these options. During the three months ended September 30, 2022, there were a large number of new option cancellations, which resulted in $13 in expense reversal. For the nine months ended September 30, 2022 and 2021, the Company recorded $86 and $1,143, respectively, of net share-based compensation related to these options. The following table summarizes the share options that remain outstanding as of September 30, 2022: Number of Exercise Options Security issuable Share Options Price Expiration Date Exercisable Legacy employees 190,000 $ 1.58-1.58 June 28, 2028 190,000 2020 employee grant 6,309,312 $ 0.30-0.48 June 25, 2030 - December 1, 2030 3,703,684 Other employee grants 3,682,598 $ 0.41-3.96 June 17, 2024 - November 21, 2029 3,682,598 Total 10,181,910 7,576,282 Performance Stock Units (“PSUs”) A summary of the status of the PSUs outstanding is as follows: Number of Weighted Average Performance Stock Units PSUs Grant Date Fair Value Unvested as of January 1, 2022 11,804,498 $ 0.31 Issued — — Forfeited (296,008) 0.16 Vested (700,000) 0.51 Unvested as of September 30, 2022 10,808,490 $ 0.30 The Company did not grant PSUs for the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, the Company granted PSUs totaling 11,313,835. During the three months ended September 30, 2022 and 2021, the Company recorded $348 and $372 of net share-based compensation relating to PSUs, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded $1,320 and $372 of net share-based compensation relating to PSUs, respectively. An additional grant of 1,400,000 PSUs was awarded on June 18, 2021 to the Company’s former Chief Executive Officer and current member of the Board in connection with the creation of intellectual property. The vesting of these PSUs is contingent upon subsequent sales of a product by Jupiter. Of these PSUs, 700,000 were outstanding as of September 30, 2022. A summary of the PSU awards granted containing market conditions is as follows: Closing Price on PSU Grant Dates Grant Date Expiration Date Outstanding (#) June 18, 2021 $ 0.4941 December 31, 2024 7,487,351 September 30, 2021 $ 0.3875 December 31, 2024 2,186,099 December 19, 2021 $ 0.2263 December 31, 2024 435,040 Total 10,108,490

Income (Loss) Per Share

Income (Loss) Per Share	9 Months Ended
Income (Loss) Per Share	Sep. 30, 2022
Income (Loss) Per Share
Income (Loss) Per Share	15. Income (Loss) Per Share The following is a calculation of basic and diluted loss per share for the three and nine months ended September 30, 2022 and 2021: Income (loss) per share Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Net (loss) income attributable to TILT $ (15,691) $ 1,026 $ (34,371) $ (14,997) Weighted-average number of shares and units outstanding - basic 375,776,275 371,055,001 375,311,644 368,402,073 Weighted-average number of shares and units outstanding - diluted N/A 409,696,936 N/A N/A (Loss) income per share - basic $ (0.04) $ 0.00 $ (0.09) $ (0.04) Income per share - diluted $ N/A $ 0.00 $ N/A $ N/A Diluted loss per share for the three and nine months ended September 30, 2022 and the nine months ended September 30, 2021 is the same as basic loss per share as the issuance of shares on exercise of warrants and share options is anti-dilutive.

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2022
Income Taxes
Income Taxes	16. Income Taxes The following table summarizes the Company’s income tax expense and effective tax rates: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Income (loss) before income taxes $ (9,873) $ (1,068) $ (36,791) $ (16,217) Income tax benefit (expense) (5,818) 2,094 2,412 1,220 Effective tax rate (59%) 196% 7% 8% The Company is treated as a U.S. corporation under Section 7874 of the Internal Revenue Code (“IRC”) and is expected to be subject to U.S. federal, state and local income tax. However, the Company is expected, regardless of any application of Section 7874 of the U.S. tax code, to be treated as a Canadian resident Company for Canadian income tax purposes. Due to the organizational structure and multinational operations, the Company is subject to taxation in U.S. federal, state and local and Canadian jurisdictions. As the Company operates in the cannabis industry, it is subject to the limitations of IRC Section 280E. This results in permanent differences for ordinary and necessary business expenses deemed non-allowable under IRC Section 280E for income tax purposes. Therefore, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income or loss. The Company’s U.S. income tax attributes are potentially subject to annual limitations resulting from equity shifts that constitute an ownership change as defined by IRC Section 382. Any potential annual limitations resulting from an equity shift that constitutes an ownership change under IRC Section 382 could result in additional limitation of the realization of U.S. federal, state and local income tax attributes.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2022
Related Party Transactions
Related Party Transactions	17. Related Party Transactions The Company has a payable of $26,592 and $25,519 as of September 30, 2022 and December 31, 2021, respectively, to the Company’s former Chief Executive Officer and current member of the Board for his portion of the amounts payable in connection with the Jupiter acquisition. Of this amount, $22,565 and $21,263 is included in notes payable and $4,027 and $3,895 is included in accounts payable and accrued liabilities in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. The payable is due on April 1, 2023, with $22,565 of the total payable bearing interest at 8.0% and $4,027 of the payable bearing interest at 10.0%. The Company has a payable to a current member of the Board of $858 and $1,670 as of September 30, 2022 and December 31, 2021, respectively, in connection with the issuance of the 2019 Senior Notes to such director. The payable bears interest at 8.0%, due November 1, 2022, and is included in notes payable in the condensed consolidated balance sheets. The Company also has a payable of $530 and $1,032 as of September 30, 2022 and December 31, 2021, respectively, in connection with the issuance of the 2019 Senior Notes that is payable to a company partially owned and managed by a current member of the Board. The payable bears interest at 8.0%, due November 1, 2022, and is included in notes payable in the condensed consolidated balance sheets. In relation to its joint venture in Standard Farms New York, LLC (“SFNY”), the Company has a payable of $350 due to Conor Green Consulting, LLC (“Conor Green”) as of September 30, 2022. No amount was due to SFNY as of December 31, 2021. The payable does not bear interest, has no defined due date, and is included in notes payable in the condensed consolidated balance sheets.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies
Commitments and Contingencies	18. Commitments and Contingencies Guarantees One of the Company’s subsidiaries is a guarantor to a lease agreement of a Massachusetts dispensary to which the Company has also extended the Teneo Fund SPVi LLC note, as discussed in Note 9 — Loans Receivable. The Company may be liable for the future minimum rental payments under this lease if the dispensary defaults as follows: Year ended December 31, Amount Remainder of 2022 $ 108 2023 450 2024 463 2025 477 2026 492 2027 and thereafter 1,028 Total $ 3,018 Litigation The Company has been named as a defendant in several legal actions and is subject to various risks and contingencies arising in the normal course of business. Management is of the opinion that the outcome of these uncertainties will not have a material adverse effect on the Company’s financial position. On July 14, 2020, the Company was served with a claim filed in the Ontario Superior Court of Justice against it and certain of its former directors and officers. The plaintiff claimed and sought to claim on behalf of a proposed class, an unspecified amount of damages for alleged misrepresentations made by the defendants about the Company’s business in its public disclosure during the proposed class period of October 12, 2018 to May 1, 2019. Prior to any hearings in the matter, the parties reached a settlement of the proposed class action. The settlement was approved by the Ontario Superior Court of Justice, on behalf of a defined certified class of investors, by Order dated November 29, 2021. The plan for the distribution of the settlement funds is ongoing. In September 2020, the Company entered into a partial settlement agreement and release with O’Melveny & Myers LLP (“OMM”) in respect of a previously disclosed arbitration instituted by OMM. Pursuant to initial arbitration documents, OMM claimed that the Company had failed to pay approximately $3,100 in fees, of which an amount in excess of $100 was specifically attributable to certain Baker Technologies, Inc. and subsidiaries (collectively, “Baker”) matters. Pursuant to the settlement agreement and release, the Company agreed to pay $100 in full and final settlement of the invoices outstanding for services rendered and costs incurred in the legal representation by OMM of those specific Baker matters, but not of the invoices concerning OMM’s other representation of the Company. On March 19, 2020, OMM filed suit against the Company concerning its claims against the Company in the Supreme Court of British Columbia, and on August 10, 2020, the Company filed suit against OMM in San Francisco Superior Court, asserting its own claims against OMM and an OMM partner, and also concerning the alleged fees and costs still claimed by OMM. After OMM’s British Columbia action was stayed on the ground of inconvenient forum, OMM answered the Company’s complaint and asserted cross-claims to recover the alleged fees and costs of its representation of the Company. At a mediation held on June 24, 2022, the parties agreed on a settlement which is currently in the process of being documented. The amount reserved for settlement is included in accounts payable and accrued liabilities in the condensed consolidated balance sheets. On February 2, 2021, the Haze Corp., Nevada (“Haze NV”) filed a complaint in Clark County, Nevada’s Eighth Judicial District Court against Brand Canna Growth Partners, Inc. (“BCGP”), Michael Orr, Santé Veritas Holdings, Inc. (“SVH”) and Santé Veritas Therapeutics Inc. (“SVT”). As explained below, Haze NV later amended its complaint to name a second plaintiff, the Haze Corp., Ontario (“Haze Ontario,” and together with Haze NV, the “Plaintiffs”). SVH and SVT are wholly owned subsidiaries of the Company. In the operative complaint, Plaintiffs allege that Haze Ontario entered into a Finders’ Fee Agreement with BCGP in 2017 and under that agreement Haze Ontario is owed payments for acquisitions that it facilitated. Plaintiffs further allege that Haze Ontario assigned its rights to payment under the Finders’ Fee Agreement to Haze NV. Plaintiffs allege that BCGP is influenced and governed by SVH and SVT because they had the same principal, defendant Michael Orr, and SVH and SVT are liable for BCGP’s or Orr’s obligations under the Finders’ Fee Agreement. SVT and SVH moved for dismissal. On May 13, 2021, the court granted the motion without prejudice. On May 17, 2021, Haze NV moved for leave to amend its complaint, adding Haze Ontario as a plaintiff and again naming SVT and SVH as defendants. That motion to amend was granted by the court on June 29, 2021. SVT and SVH again moved to dismiss on July 23, 2021. On August 10, 2021, Plaintiffs again moved to amend, seeking to add TILT Holdings Inc. and TILT Holdings US, Inc. as defendants. On October 7, 2021, the motions to dismiss were denied without prejudice and the court ordered the parties to participate in limited jurisdictional discovery before entertaining renewed motions to dismiss. The parties are now participating in the court-ordered limited jurisdictional discovery period, which began on May 1, 2022. This limited discovery period is currently set to close at the end of November 2022. On November 13, 2020, VPR Brands, LP (“VPR”) filed a lawsuit against Jupiter in the United States District Court in the District of Arizona. VPR claims infringement of several claims in United States Patent Number 8,205,622. This lawsuit is presently in the discovery phase. Jupiter, through its counsel, has analyzed the claims and is vigorously defending the lawsuit. Jupiter filed an Inter Partes Review (“IPR”) as AIA Review No.:IPR2022 -

Reportable Segments and Revenue

Reportable Segments and Revenue	9 Months Ended
Reportable Segments and Revenue	Sep. 30, 2022
Reportable Segments and Revenue
Reportable Segments and Revenue	19. Reportable Segments and Revenue The Company operates in four reportable segments: cannabis segment (SVH, Standard Farms, LLC (“Standard Farms PA”), Standard Farms Ohio, LLC (“Standard Farms OH”) and Baker), accessories (Jupiter), corporate, and other (White Haven RE, LLC, SFNY, and CGSF). The cannabis segment includes production, cultivation, extraction and sale of cannabis products and accessories including the manufacturing and distribution of electronic, non-nicotine (i.e., cannabis) devices and systems. The corporate segment represents all corporate level and unallocated items and includes the Company’s operating expenses and intercompany eliminations. Information related to each segment is set out below. Segment net loss is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries. The following tables present the operating results of the Company’s segments: For the three months ended September 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 12,175 $ 28,799 $ — $ — $ 40,974 Inter-segment revenue — (487) — — (487) Net revenue $ 12,175 $ 28,312 $ — $ — $ 40,487 Share-based compensation — — 418 115 533 Depreciation and amortization 672 3,712 13 197 4,594 Wages and benefits 1,912 1,159 1,810 — 4,881 Impairment loss — — 175 — 175 Interest expense 1,350 402 2,398 — 4,150 Loan receivable losses — — 133 — 133 Net loss (4,513) (1,739) (9,297) (142) (15,691) For the three months ended September 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 11,222 $ 42,292 $ — $ — $ 53,514 Inter-segment revenue — (152) — — (152) Net revenue $ 11,222 $ 42,140 $ — $ — $ 53,362 Share-based compensation — — 849 — 849 Depreciation and amortization 534 3,696 16 183 4,429 Wages and benefits 925 1,254 2,990 — 5,169 Impairment loss 59 — 135 — 194 Interest expense 88 135 2,626 — 2,849 Net income (loss) 2,315 (1,407) 276 (158) 1,026 For the nine months ended September 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 35,657 $ 95,507 $ — $ — $ 131,164 Inter-segment revenue — (1,270) — — (1,270) Net revenue $ 35,657 $ 94,237 $ — $ — $ 129,894 Share-based compensation — — 1,912 633 2,545 Depreciation and amortization 1,967 11,121 40 584 13,712 Wages and benefits 5,163 3,579 7,642 — 16,384 Impairment loss 697 6,669 175 — 7,541 Interest expense 2,038 1,242 7,447 — 10,727 Loan losses — — 1,154 — 1,154 Net loss (7,674) (17,488) (8,574) (643) (34,379) For the nine months ended September 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 32,961 $ 116,434 $ — $ — $ 149,395 Inter-segment revenue — (747) — — (747) Net revenue $ 32,961 $ 115,687 $ — $ — $ 148,648 Share-based compensation — — 2,406 — 2,406 Depreciation and amortization 1,635 11,039 83 504 13,261 Wages and benefits 2,486 3,667 7,648 — 13,801 Impairment loss 59 — 135 — 194 Interest expense 539 219 6,866 — 7,624 Net income (loss) 4,738 (4,589) (14,929) (217) (14,997) Geographic Areas The following table presents financial information relating to geographic areas in which the Company operated for the three and nine months ended September 30, 2022 and 2021, respectively: For the three months ended September 30, 2022 US Canada Other Total Revenue $ 36,599 $ 3,806 $ 82 $ 40,487 Gross profit 8,392 1,111 34 9,537 For the three months ended September 30, 2021 US Canada Other Total Revenue $ 50,754 $ 2,536 $ 72 $ 53,362 Gross profit 11,839 717 26 12,582 For the nine months ended September 30, 2022 US Canada Other Total Revenue $ 119,876 $ 9,686 $ 332 $ 129,894 Gross profit 26,982 2,720 133 29,835 For the nine months ended September 30, 2021 US Canada Other Total Revenue $ 140,565 $ 7,862 $ 221 $ 148,648 Gross profit 36,480 2,448 88 39,016

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events
Subsequent Events	20. Subsequent Events Pennsylvania Transaction On October 24, 2022, the Company and IIP entered into a fourth amendment (the “Fourth Amendment”) to the Purchase and Sale Agreement. The Fourth Amendment extends the investigational period under the Purchase and Sale Agreement to a date that is on or before December 31, 2022. The Fourth Amendment also allows the Company to set the closing date of the Pennsylvania Transaction upon five business days’ notice to IIP, provided the closing date is not extended beyond December 31, 2022. Amendments to 2019 Senior Notes On October 24, 2022, the Company’s subsidiaries, JJ LP, Baker, Jupiter and CAC (collectively, the “Subsidiaries”) and certain holders (the “Participating Note Holders”) each entered into the first amendment (collectively, the “First Note Amendments”) to the 2019 Senior Notes. The First Note Amendments extend the maturity date of approximately $9,600 in outstanding principal amount of the 2019 Senior Notes (the “Extended Notes”) from November 1, 2022 to November 14, 2022 (the “New Maturity Date”). The First Note Amendments also amend the interest rate so that the Extended Notes will accrue interest at the prime rate plus 8.5% until the New Maturity Date. The material terms of the 2019 Senior Notes (other than the maturity date and the interest rate of the Extended Notes) were not changed by the First Note Amendments. Corner Health, LLC, one of the Participating Note Holders, is an entity partially owned and managed by Jane Mathieu, a member of the Company’s Board of Directors. Mark Scatterday, one of the Participating Note Holders, is the former Chief Executive Officer of the Company and a current member of the Company’s Board of Directors. Further, on October 24, 2022, the Subsidiaries and the noteholder representative, on behalf of all holders of the 2019 Senior Notes, entered into the second amendment to the 2019 Senior Notes (the “Second Note Amendment”). The Second Note Amendment clarifies that the Participating Note Holders waive any right to pro rata payment for any payments that may be made on the 2019 Senior Notes on or before November 1, 2022. The remaining balance of the 2019 Senior Notes not included in the Extended Notes of $7,975 was repaid on October 27, 2022. On November 14, 2022, the Subsidiaries and the noteholder representative representing the Participating Note Holders, entered into the third amendment to the 2019 Senior Notes (the “Third Note Amendment”). The Third Note Amendment extends the maturity date of the Extended Notes from November 14, 2022 to December 31, 2022. The material terms of the 2019 Senior Notes (other than the maturity date) were not changed by the Third Note Amendment. Corner Health, LLC, one of the Participating Note Holders, is an entity partially owned and managed by Jane Mathieu, a member of the Board of Directors of the Company. Mark Scatterday, one of the Participating Note Holders, is the former Chief Executive Officer of the Company and current member of the Company’s Board of Directors. Warrants Expiration On November 1, 2022, 45,249,250 warrants issued in conjunction with the 2019 Senior Notes expired and are no longer exercisable.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated unaudited interim financial statements have been prepared in accordance with (i) United States generally accepted accounting principles ("U.S. GAAP") for interim financial information, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of our management, our condensed consolidated unaudited financial statements and accompanying notes (the "Financial Statements") include all normal recurring adjustments that are necessary for the fair statement of the interim periods presented. Interim results of operations are not necessarily indicative of results for the full year, or any other period. The Financial Statements should be read in conjunction with our audited consolidated financial statements (and notes thereto) in our Form 10, as filed with the SEC and with the relevant Canadian securities regulatory authorities under its profile on SEDAR. Except as noted below, there have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2022. Certain information, footnotes and disclosures normally included in the annual financial statements, prepared in accordance with U.S. GAAP, have been condensed or omitted in accordance with SEC rules and regulations. The financial data included in the condensed consolidated Financial Statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, statements of stockholder’s equity, and cash flows of the Company for the three and nine months ended September 30, 2022 and 2021. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022.
Principles of consolidation	Principles of consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its subsidiaries, as well as the accounts of any entities over which the Company has a controlling financial interest in accordance with Accounting Standards Codification (“ASC”) 810 Consolidation. All transactions and balances between these entities have been eliminated upon consolidation.
Reclassifications	Reclassifications Certain amounts in the Company's prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. The Company is presenting certain security deposits of $273 in other assets in the condensed consolidated balance sheet as of December 31, 2021, which were previously included in prepaid expenses and other current assets.
Use of estimates	Use of Estimates The preparation of these Financial Statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates.
Restricted Cash	Restricted Cash The Company had $9,989 and $2,731 in restricted cash as of September 30, 2022 and December 31, 2021, respectively. Included in restricted cash as of September 30, 2022 was $7,259 of cash held by an escrow agent in connection with the completion of the Taunton Facility Transactions (as described in ). This cash was reserved to pay down outstanding corporate debt. Also included in restricted cash was $1,432 of interest reserves as of both September 30, 2022 and December 31, 2021, respectively. This cash is reserved for payment of interest on the 2019 Senior Notes (as described in
Estimated Useful Lives and Depreciation of Property, Plant and Equipment	Estimated Useful Lives and Depreciation of Property, Plant and Equipment Depreciation of property, plant and equipment is dependent upon estimates of useful lives which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets. Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 Furniture and fixtures 3 Autos and trucks 5 years Buildings, leasehold and land improvements 5 Greenhouse-agricultural structure 7 Land Not depreciated Construction in progress Not depreciated Property not in service Not depreciated The assets’ residual values, useful lives and methods of depreciation are reviewed annually and adjusted prospectively, if appropriate. Buildings and leasehold and land improvements are amortized over the shorter of either useful life or term of the lease. Gains or losses on disposal of an item are determined by comparing the proceeds from disposal with the carrying amount of the item and recognized in the consolidated statements of operations and comprehensive loss.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted and Issued Accounting Pronouncements Recent accounting pronouncements, other than those below, issued by the Financial Accounting Standards Board (“FASB”), the Association of International Certified Professional Accountants and the SEC did not or are not believed by management to have a material effect on the Company’s present or future financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued an accounting standards update (“ASU”) 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) — Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In May 2021, the FASB issued ASU 2021-04, Earnings per Share Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with Topic 606 (Revenue from Contracts with Customers) as if the entity had originated the contracts. ASU 2021-08 is effective for the Company beginning January 1, 2023. The Company will consider adopting this ASU and the effects of adoption on the Company’s Financial Statements when it next completes a business combination. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Schedule Of Estimated Useful Lives and Depreciation of Property, Plant and Equipment	Depreciation is provided on a straight-line basis over the following estimated useful lives: Machinery and equipment 3 Furniture and fixtures 3 Autos and trucks 5 years Buildings, leasehold and land improvements 5 Greenhouse-agricultural structure 7 Land Not depreciated Construction in progress Not depreciated Property not in service Not depreciated

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
Fair Value Measurements (Tables)	Sep. 30, 2022
Fair Value Measurements
Schedule of assets and liabilities measured at fair value on a recurring basis	Assets and liabilities measured at fair value on a recurring basis, including their levels in the fair value hierarchy are as follows: As of September 30, 2022 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 6,584 $ — $ — Restricted cash 9,989 — — Investments 5 — 6,400 Warrant liability — — 34 Total $ 16,578 $ — $ 6,434 As of December 31, 2021 Fair value hierarchy Fair value of assets Level 1 Level 2 Level 3 Cash and cash equivalents $ 4,221 $ — $ — Restricted cash 2,731 — — Investments 102 — 6,596 Warrant liability — — 2,394 Total $ 7,054 $ — $ 8,990
Schedule of significant assumptions determining the fair value of the warrant liability	The following table summarizes the significant assumptions used in the determining the fair value of the warrant liability as of September 30, 2022: Exercise price $0.26 - $0.30 Risk free interest rate 3.10% - 3.24% Expected Share Price Volatility 88.85% - 106.65% Expected Life of Warrant (years) 0.09 - 0.14
Schedule of assets and liabilities measured at fair value on a non-recurring basis	During the three months ended September 30, 2022, the Company did not identify any additional impairment triggers. The following table summarizes the goodwill activity for the nine months ended September 30, 2022: Balance, January 1, 2022 $ 70,545 Jupiter impairment (6,668) Balance, September 30, 2022 $ 63,877

Inventories (Tables)

Inventories (Tables)	9 Months Ended
Inventories (Tables)	Sep. 30, 2022
Inventories
Schedule of company's inventory	The Company’s inventories consisted of the following: September 30, December 31, 2022 2021 Raw Material - cannabis plants $ 3,014 $ 3,206 Raw Material - other materials 900 1,116 Work in progress 10,277 6,327 Finished goods 32,571 43,776 Supplies and accessories 2,483 1,158 Total Inventories $ 49,245 $ 55,583

Property, Plant and Equipment (

Property, Plant and Equipment (Tables)	9 Months Ended
Property, Plant and Equipment (Tables)	Sep. 30, 2022
Property, Plant and Equipment
Schedule of property, plant and equipment	The property, plant and equipment consisted of the following: September 30, 2022 December 31, 2021 Land $ 6,434 $ 169 Land improvements 461 460 Machinery & equipment 13,203 12,450 Furniture & fixtures 803 788 Buildings 51,960 6,845 Greenhouse - Agricultural structure 8,196 8,195 Leasehold improvements 9,949 46,587 Construction in progress 1,181 3,391 Autos & trucks 256 214 Total cost 92,443 79,099 Less: accumulated depreciation (22,500) (16,739) Total property, plant and equipment $ 69,943 $ 62,360

Investments (Tables)

Investments (Tables)	9 Months Ended
Investments (Tables)	Sep. 30, 2022
Investments
Schedule of company's investment	The Company’s investments included the following: Investment September 30, 2022 December 31, 2021 Investment in HERBL, Inc. $ 6,400 $ 6,400 Investment in Big Toe Ventures LLC — 196 Investment in Akerna 5 102 Total Investments $ 6,405 $ 6,698

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
Intangible Assets (Tables)	Sep. 30, 2022
Intangible Assets
Schedule of intangible assets	Intangible asset balances consisted of the following: Intangible assets September 30, 2022 December 31, 2021 Customer relationships $ 85,300 $ 85,300 Trademarks 29,000 29,000 License rights (1) 17,891 17,891 Management agreements 926 926 Patents & technologies 32,900 32,900 Backlog and non-competition agreements 10,406 10,406 Total intangible assets, at cost 176,423 176,423 Less: Accumulated amortization (58,681) (47,653) Total intangible assets, net $ 117,742 $ 128,770 _____________ (1)
Schedule of estimated future annual amortization expense	The following table outlines the estimated future annual amortization expense related to intangible assets as of September 30, 2022: Estimated Years ended December 31, amortization Remainder of 2022 $ 3,676 2023 13,056 2024 13,056 2025 13,056 2026 12,899 Thereafter 44,268 $ 100,011

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
Goodwill (Tables)	Sep. 30, 2022
Goodwill
Schedule of Goodwill	For the purposes of impairment testing, goodwill is allocated to the Company’s reporting units as follows: Standard Standard Jupiter Farms PA Farms OH Total Balance, December 31, 2021 $ 63,346 $ 5,819 $ 1,380 $ 70,545 Impairment (6,668) — — (6,668) Balance, September 30, 2022 $ 56,678 $ 5,819 $ 1,380 $ 63,877
Schedule of key assumptions used in determining the recoverable amount of reporting unit	The following table details the key assumptions used in determining the recoverable amount during the nine months ended September 30, 2022: Jupiter Terminal value growth rate 3.0% Discount rate 22.5% Projected revenue growth rate* 9.9% Fair value $ 166,957 _____________ *Projected revenue growth rate averaged over the next ten years.

Loans Receivable (Tables)

Loans Receivable (Tables)	9 Months Ended
Loans Receivable (Tables)	Sep. 30, 2022
Loans Receivable
Schedules of loans receivables	A breakdown of the loans receivable terms and balances are as follows: Loans receivable September 30, 2022 December 31, 2021 Teneo Fund SPVi LLC note – No interest rate or due date $ 5,911 $ 5,911 Pharma EU, LLC note – Interest rate of 12.0%, due December 31, 2020 1,410 1,410 A&R note – No interest rate, due December 31, 2022 711 714 SSZ and Elev8 note – Interest rate of 8.0% per annum, due October 8, 2030 1,002 1,002 Pure Hana Synergy note – Interest rate of 10.0% per annum, due August 1, 2022 224 224 Little Beach Harvest note – Interest rate of 9.0% per annum, due August 24, 2036 1,586 423 Total loans receivable $ 10,844 $ 9,684 Less allowance for expected credit losses (6,713) (5,559) Loans receivable, net of expected credit losses 4,131 4,125 Less current portion of loan receivable (888) (2,453) Loans receivable, long-term $ 3,243 $ 1,672
Schedule of analysis of credit quality of loans receivable	The following tables present an analysis of the credit quality of loans receivable, together with impairment losses recognized based on lifetime CECLs: As of September 30, 2022 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 9,210 $ (5,644) $ 3,566 Third party guarantee 1,410 (882) 528 No collateral 224 (187) 37 Net loans receivable $ 10,844 $ (6,713) $ 4,131 As of December 31, 2021 Nature of collateral Gross amounts Loan losses Net Security interest in assets of counterparty $ 8,050 $ (4,556) $ 3,494 Third party guarantee 1,410 (882) 528 No collateral 224 (121) 103 Net loans receivable $ 9,684 $ (5,559) $ 4,125

Accounts payable and accrued _2

Accounts payable and accrued liabilities (Tables)	9 Months Ended
Accounts payable and accrued liabilities (Tables)	Sep. 30, 2022
Accounts payable and accrued liabilities
Schedule of accounts payable and accrued liabilities	Accounts payable and accrued liabilities consisted of the following: Accounts payable and accrued liabilities September 30, 2022 December 31, 2021 Accounts payable $ 38,676 $ 37,777 Accrued interest expense 2,960 2,752 Accrued payroll 2,770 2,951 Other current payables/liabilities 4,036 6,002 Total accounts payable and accrued liabilities $ 48,442 $ 49,482

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
Notes Payable (Tables)	Sep. 30, 2022
Notes Payable
Schedule of notes payable and debt issuance costs	Notes payable and debt issuance costs are as follows: Notes Payable September 30, 2022 December 31, 2021 Asset-based Revolving Facility – Interest rate of 9.75% as of September 30, 2022, due on July 21, 2023 (1) $ 7,204 9,719 2019 Senior Notes – Interest rate of 8.0% per annum, due on November 1, 2022 17,883 34,057 Junior Notes – Interest rate of 8.0% per annum, due on April 1, 2023 45,585 42,956 Other loans and borrowings 350 350 Total debt 71,022 87,082 Less: Debt issuance costs (75) (469) Total debt, net $ 70,947 $ 86,613 _____________ (1) The Asset-based Revolving Facility initially matures on July 21, 2023 and automatically renews for successive one-year terms unless terminated by the Company or the lender.
Schedule of future maturities	Future maturities of all notes payable as of September 30, 2022 are as follows: Year ended December 31, Amount Remainder of 2022 $ 27,214 2023 43,383 2024 and thereafter 350 Total $ 70,947

Massachusetts Lease Liability (

Massachusetts Lease Liability (Tables)	9 Months Ended
Massachusetts Lease Liability (Tables)	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Schedule of future maturities	The maturity of the contractual undiscounted lease liabilities as of September 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 358 $ 49 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 316 Total undiscounted lease liabilities 6,732 1,085 Interest on lease liabilities (1,162) (217) Total present value of minimum lease payments 5,570 868 Lease liability - current portion (1,045) (133) Lease liability $ 4,525 $ 735
Taunton Facility
Lessee, Lease, Description [Line Items]
Schedule of future maturities	Year ended December 31, Amount Remainder of 2022 $ 1,100 2023 4,400 2024 and thereafter 34,349 Total $ 39,849

Leases (Tables)

Leases (Tables)	9 Months Ended
Leases (Tables)	Sep. 30, 2022
Leases
Schedule of components of lease costs	The following table provides the components of lease cost recognized in the condensed consolidated statements of operations and comprehensive income: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating lease cost $ 48 $ 303 $ 531 $ 942 Finance lease cost: Amortization of lease assets 257 249 771 715 Interest on lease liabilities 112 125 351 367 Finance lease costs 369 374 1,122 1,082 Total lease cost $ 417 $ 677 $ 1,653 $ 2,024
Weighted average discount rates and weighted average remaining lease term	The following table provides the weighted average discount rates and weighted average remaining lease terms for the Company’s leases: September 30, 2022 December 31, 2021 Weighted average discount rate 8.0% 8.0% Weighted average remaining lease term 5.24 years 5.98 years
Schedule of maturity of contractual undiscounted finance lease liabilities	The maturity of the contractual undiscounted lease liabilities as of September 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 358 $ 49 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 316 Total undiscounted lease liabilities 6,732 1,085 Interest on lease liabilities (1,162) (217) Total present value of minimum lease payments 5,570 868 Lease liability - current portion (1,045) (133) Lease liability $ 4,525 $ 735
Schedule of maturity of contractual undiscounted operating lease liabilities	The maturity of the contractual undiscounted lease liabilities as of September 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 358 $ 49 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 316 Total undiscounted lease liabilities 6,732 1,085 Interest on lease liabilities (1,162) (217) Total present value of minimum lease payments 5,570 868 Lease liability - current portion (1,045) (133) Lease liability $ 4,525 $ 735

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)	9 Months Ended
Shareholders' Equity (Tables)	Sep. 30, 2022
Shareholders' Equity
Schedule of Warrants remain outstanding	The following table summarizes the warrants that remain outstanding as of September 30, 2022: Exercise Number of Security issued Price (CAD$) Warrants Expiration Date Warrants issued as part of debt offering 0.33 45,249,520 November 1, 2022 Warrants issued as part of debt offering 0.39 18,360,000 November 20, 2022 Consultant warrants 0.53 750,000 November 22, 2022 Consultant warrants 0.33 500,000 January 28, 2023 Founders separation warrants 1.05 9,045,691 September 30, 2024 73,905,211
Schedule of warrants outstanding	A rollforward of warrant activity for the nine months ended September 30, 2022 is as follows: Weighted Number of Average Warrants Warrants Exercise Price Balance as of January 1, 2022 73,905,211 CAD$ 0.44 Exercised — — Balance as of September 30, 2022 73,905,211 CAD$ 0.44
Summary of restricted stock units outstanding	A summary of the status of the RSUs outstanding is as follows: Number of Weighted Average RSUs RSUs Grant Date Fair Value Unvested as of January 1, 2022 3,627,081 $ 0.37 Issued 40 0.23 Forfeited (355,093) 0.33 Vested (993,476) 0.33 Unvested as of September 30, 2022 2,278,552 $ 0.40
Summary of share options outstanding	A summary of the status of the share options outstanding is as follows: Share Options Weighted Weighted Average Common Average Remaining Contractual Share options Shares Exercise Price Life (yrs) Balance as of January 1, 2022 16,573,380 $ 0.63 5.34 Forfeited (6,391,470) $ 0.69 — Balance as of September 30, 2022 10,181,910 $ 0.60 6.44
Summary of share options that remain outstanding	The following table summarizes the share options that remain outstanding as of September 30, 2022: Number of Exercise Options Security issuable Share Options Price Expiration Date Exercisable Legacy employees 190,000 $ 1.58-1.58 June 28, 2028 190,000 2020 employee grant 6,309,312 $ 0.30-0.48 June 25, 2030 - December 1, 2030 3,703,684 Other employee grants 3,682,598 $ 0.41-3.96 June 17, 2024 - November 21, 2029 3,682,598 Total 10,181,910 7,576,282
Summary of performance stock units outstanding	A summary of the status of the PSUs outstanding is as follows: Number of Weighted Average Performance Stock Units PSUs Grant Date Fair Value Unvested as of January 1, 2022 11,804,498 $ 0.31 Issued — — Forfeited (296,008) 0.16 Vested (700,000) 0.51 Unvested as of September 30, 2022 10,808,490 $ 0.30
Summary of PSU award granted containing market conditions	A summary of the PSU awards granted containing market conditions is as follows: Closing Price on PSU Grant Dates Grant Date Expiration Date Outstanding (#) June 18, 2021 $ 0.4941 December 31, 2024 7,487,351 September 30, 2021 $ 0.3875 December 31, 2024 2,186,099 December 19, 2021 $ 0.2263 December 31, 2024 435,040 Total 10,108,490

Income (Loss) Per Share (Tables

Income (Loss) Per Share (Tables)	9 Months Ended
Income (Loss) Per Share (Tables)	Sep. 30, 2022
Income (Loss) Per Share
Summary of calculation of basic and diluted Income (loss) per share	The following is a calculation of basic and diluted loss per share for the three and nine months ended September 30, 2022 and 2021: Income (loss) per share Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Net (loss) income attributable to TILT $ (15,691) $ 1,026 $ (34,371) $ (14,997) Weighted-average number of shares and units outstanding - basic 375,776,275 371,055,001 375,311,644 368,402,073 Weighted-average number of shares and units outstanding - diluted N/A 409,696,936 N/A N/A (Loss) income per share - basic $ (0.04) $ 0.00 $ (0.09) $ (0.04) Income per share - diluted $ N/A $ 0.00 $ N/A $ N/A

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
Income Taxes (Tables)	Sep. 30, 2022
Income Taxes
Schedule of income tax expense and effective tax rates	The following table summarizes the Company’s income tax expense and effective tax rates: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2022 2021 2022 2021 Income (loss) before income taxes $ (9,873) $ (1,068) $ (36,791) $ (16,217) Income tax benefit (expense) (5,818) 2,094 2,412 1,220 Effective tax rate (59%) 196% 7% 8%

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
Commitments and Contingencies (Tables)	Sep. 30, 2022
Other Commitments [Line Items]
Schedule of maturity of contractual undiscounted operating lease liabilities	The maturity of the contractual undiscounted lease liabilities as of September 30, 2022 is as follows: Year ended December 31, Finance Operating Remainder of 2022 $ 358 $ 49 2023 1,452 196 2024 1,489 183 2025 1,212 168 2026 926 173 Thereafter 1,295 316 Total undiscounted lease liabilities 6,732 1,085 Interest on lease liabilities (1,162) (217) Total present value of minimum lease payments 5,570 868 Lease liability - current portion (1,045) (133) Lease liability $ 4,525 $ 735
Payment Guarantee
Other Commitments [Line Items]
Schedule of maturity of contractual undiscounted operating lease liabilities	Year ended December 31, Amount Remainder of 2022 $ 108 2023 450 2024 463 2025 477 2026 492 2027 and thereafter 1,028 Total $ 3,018

Reportable Segments and Reven_2

Reportable Segments and Revenue (Tables)	9 Months Ended
Reportable Segments and Revenue (Tables)	Sep. 30, 2022
Reportable Segments and Revenue
Schedule of segment reporting information	The following tables present the operating results of the Company’s segments: For the three months ended September 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 12,175 $ 28,799 $ — $ — $ 40,974 Inter-segment revenue — (487) — — (487) Net revenue $ 12,175 $ 28,312 $ — $ — $ 40,487 Share-based compensation — — 418 115 533 Depreciation and amortization 672 3,712 13 197 4,594 Wages and benefits 1,912 1,159 1,810 — 4,881 Impairment loss — — 175 — 175 Interest expense 1,350 402 2,398 — 4,150 Loan receivable losses — — 133 — 133 Net loss (4,513) (1,739) (9,297) (142) (15,691) For the three months ended September 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 11,222 $ 42,292 $ — $ — $ 53,514 Inter-segment revenue — (152) — — (152) Net revenue $ 11,222 $ 42,140 $ — $ — $ 53,362 Share-based compensation — — 849 — 849 Depreciation and amortization 534 3,696 16 183 4,429 Wages and benefits 925 1,254 2,990 — 5,169 Impairment loss 59 — 135 — 194 Interest expense 88 135 2,626 — 2,849 Net income (loss) 2,315 (1,407) 276 (158) 1,026 For the nine months ended September 30, 2022 Cannabis Accessories Corporate Other Total Revenue $ 35,657 $ 95,507 $ — $ — $ 131,164 Inter-segment revenue — (1,270) — — (1,270) Net revenue $ 35,657 $ 94,237 $ — $ — $ 129,894 Share-based compensation — — 1,912 633 2,545 Depreciation and amortization 1,967 11,121 40 584 13,712 Wages and benefits 5,163 3,579 7,642 — 16,384 Impairment loss 697 6,669 175 — 7,541 Interest expense 2,038 1,242 7,447 — 10,727 Loan losses — — 1,154 — 1,154 Net loss (7,674) (17,488) (8,574) (643) (34,379) For the nine months ended September 30, 2021 Cannabis Accessories Corporate Other Total Revenue $ 32,961 $ 116,434 $ — $ — $ 149,395 Inter-segment revenue — (747) — — (747) Net revenue $ 32,961 $ 115,687 $ — $ — $ 148,648 Share-based compensation — — 2,406 — 2,406 Depreciation and amortization 1,635 11,039 83 504 13,261 Wages and benefits 2,486 3,667 7,648 — 13,801 Impairment loss 59 — 135 — 194 Interest expense 539 219 6,866 — 7,624 Net income (loss) 4,738 (4,589) (14,929) (217) (14,997)
Schedule of revenue by geographic information	The following table presents financial information relating to geographic areas in which the Company operated for the three and nine months ended September 30, 2022 and 2021, respectively: For the three months ended September 30, 2022 US Canada Other Total Revenue $ 36,599 $ 3,806 $ 82 $ 40,487 Gross profit 8,392 1,111 34 9,537 For the three months ended September 30, 2021 US Canada Other Total Revenue $ 50,754 $ 2,536 $ 72 $ 53,362 Gross profit 11,839 717 26 12,582 For the nine months ended September 30, 2022 US Canada Other Total Revenue $ 119,876 $ 9,686 $ 332 $ 129,894 Gross profit 26,982 2,720 133 29,835 For the nine months ended September 30, 2021 US Canada Other Total Revenue $ 140,565 $ 7,862 $ 221 $ 148,648 Gross profit 36,480 2,448 88 39,016

Nature of Operations (Details)

Nature of Operations (Details)	Sep. 30, 2022 state
Nature of Operations
Number of states in which TILT services brands and cannabis retailers operate	37

Nature of Operations - Liquidit

Nature of Operations - Liquidity (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 27, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Apr. 19, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Comprehensive loss for the period		$ (15,699)	$ 1,022	$ (34,381)	$ (15,010)
Accumulated deficit		(890,619)		(890,619)			$ (856,248)
Working capital		(36,675)		(36,675)			$ 1,116
Repayments Of Notes Payable				120,575	$ 17,321
Sale Leaseback Transaction, Cash Consideration						$ 15,000
2019 Senior Notes
Debt Instrument [Line Items]
Repayments Of Notes Payable		$ 18,269		$ 18,269
2019 Senior Notes \| Subsequent Event
Debt Instrument [Line Items]
Repayments Of Notes Payable	$ 7,975

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Business Acquisition [Line Items]
Reclassification amount of security deposits to other assets	$ 273
Restricted cash	2,731	$ 9,989
Restricted cash
Business Acquisition [Line Items]
Restricted cash held by escrow agent		7,259
Interest Reserves	$ 1,432	$ 1,432

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Estimated useful lives of PPE (Details)	9 Months Ended
	Sep. 30, 2022
Machinery & equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Machinery & equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture & fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Furniture & fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Autos & trucks
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Buildings leasehold and land improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	40 years
Buildings leasehold and land improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Greenhouse - Agricultural structure \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Greenhouse - Agricultural structure \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years

Fair Value Measurements - (Deta

Fair Value Measurements - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value Measurements
Change in fair value of warrant liability	$ (610)	$ (5,204)	$ (2,360)	$ 2,782

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Level 1
Fair Value
Fair value of assets	$ 16,578	$ 7,054
Level 1 \| Cash and Cash Equivalents
Fair Value
Fair value of assets	6,584	4,221
Level 1 \| Restricted cash
Fair Value
Fair value of assets	9,989	2,731
Level 1 \| Investments.
Fair Value
Fair value of assets	5	102
Level 3
Fair Value
Fair value of assets	6,434	8,990
Level 3 \| Warrant liability
Fair Value
Fair value of assets	34	2,394
Level 3 \| Investments.
Fair Value
Fair value of assets	$ 6,400	$ 6,596

Fair Value Measurements - Fair

Fair Value Measurements - Fair value of warrant (Details)	Sep. 30, 2022 Y USD ($) $ / shares
Exercise price \| Minimum
Assumption of warrant liability
Warrants liability \| $ / shares	0.26
Exercise price \| Maximum
Assumption of warrant liability
Warrants liability \| $ / shares	0.30
Risk free interest rate \| Minimum
Assumption of warrant liability
Warrants liability \| $	0.0310
Risk free interest rate \| Maximum
Assumption of warrant liability
Warrants liability \| $	0.0324
Expected Share Price Volatility \| Minimum
Assumption of warrant liability
Warrants liability	0.8885
Expected Share Price Volatility \| Maximum
Assumption of warrant liability
Warrants liability	1.0665
Expected Life of Warrant \| Minimum
Assumption of warrant liability
Warrants liability \| Y	0.09
Expected Life of Warrant \| Maximum
Assumption of warrant liability
Warrants liability \| Y	0.14

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value of Non Recurring Basis (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Fair Value
Impairment		$ (6,668)
Fair Value, Nonrecurring
Fair Value
Beginning balance	$ 70,545	70,545
Impairment	$ (6,668)	(6,668)
Ending balance		$ 63,877

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventories
Raw Material - cannabis plants	$ 3,014	$ 3,206
Raw Material - other materials	900	1,116
Work in progress	10,277	6,327
Finished goods	32,571	43,776
Supplies and accessories	2,483	1,158
Total Inventories	$ 49,245	$ 55,583

Property, Plant and Equipment_2

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total cost	$ 92,443	$ 79,099
Less: accumulated depreciation	(22,500)	(16,739)
Total property, plant and equipment	69,943	62,360
Land
Property, Plant and Equipment [Line Items]
Total cost	6,434	169
Land improvements
Property, Plant and Equipment [Line Items]
Total cost	461	460
Machinery & equipment
Property, Plant and Equipment [Line Items]
Total cost	13,203	12,450
Furniture & fixtures
Property, Plant and Equipment [Line Items]
Total cost	803	788
Buildings
Property, Plant and Equipment [Line Items]
Total cost	51,960	6,845
Greenhouse - Agricultural structure
Property, Plant and Equipment [Line Items]
Total cost	8,196	8,195
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total cost	9,949	46,587
Construction in progress
Property, Plant and Equipment [Line Items]
Total cost	1,181	3,391
Autos & trucks
Property, Plant and Equipment [Line Items]
Total cost	$ 256	$ 214

Property, Plant and Equipment -

Property, Plant and Equipment - Narratives (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	May 16, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Depreciation		$ 2,079	$ 1,961	$ 6,025	$ 4,836
Gain (loss) on sale of assets		$ (1)	$ 127		$ 68
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss				$ 697
Land \| Taunton Facility
Property, Plant and Equipment [Line Items]
Additions	$ 6,266
Buildings \| Taunton Facility
Property, Plant and Equipment [Line Items]
Additions	$ 6,268

Investments (Details)

Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Investments	$ 6,405		$ 6,405		$ 6,698
Unrealized loss on investment	(198)	$ (71)	(292)	$ (829)
HERBL, Inc.
Schedule of Equity Method Investments [Line Items]
Investments	6,400		6,400		6,400
Big Toe Ventures LLC
Schedule of Equity Method Investments [Line Items]
Investments					196
Unrealized loss on investment	(196)		(196)	(804)
Akerna
Schedule of Equity Method Investments [Line Items]
Investments	5		5		$ 102
Unrealized loss on investment	$ (2)	$ (71)	$ (96)	$ (25)

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Intangible Assets
Total intangible assets, at cost	$ 176,423		$ 176,423		$ 176,423
Less: Accumulated amortization	(58,681)		(58,681)		(47,653)
Total intangible assets, net	117,742		117,742		128,770
Amortization Expense	(3,677)	$ (3,668)	(11,030)	$ (10,971)
Customer relationships
Intangible Assets
Total intangible assets, at cost	85,300		85,300		85,300
Trademarks
Intangible Assets
Total intangible assets, at cost	29,000		29,000		29,000
License rights
Intangible Assets
Total intangible assets, at cost	17,891		17,891		17,891
Management agreements
Intangible Assets
Total intangible assets, at cost	926		926		926
Patents & technologies
Intangible Assets
Total intangible assets, at cost	32,900		32,900		32,900
Backlog and non-competition agreements
Intangible Assets
Total intangible assets, at cost	$ 10,406		$ 10,406		$ 10,406

Intangible Assets - Estimated F

Intangible Assets - Estimated Future Annual Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Intangible Assets
Remainder of 2022	$ 3,676
2023	13,056
2024	13,056
2025	13,056
2026	12,899
Thereafter	44,268
Total	$ 100,011

Goodwill - Schedule of goodwill

Goodwill - Schedule of goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Goodwill
Beginning balance	$ 70,545	$ 70,545
Impairment		(6,668)
Ending balance		63,877
Jupiter
Goodwill
Beginning balance	63,346	63,346
Impairment	(6,668)	(6,668)
Ending balance		56,678
Standard Farms PA
Goodwill
Beginning balance	5,819	5,819
Ending balance		5,819
Standard Farm OH
Goodwill
Beginning balance	$ 1,380	1,380
Ending balance		$ 1,380

Goodwill - Key assumptions used

Goodwill - Key assumptions used in determining recoverable amount of reporting unit (Details)	6 Months Ended	9 Months Ended
	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Goodwill
Jupiter impairment		$ 6,668,000
Income Approach
Goodwill
Projections of future cash flows period		10 years
Income Approach \| Projected revenue growth rate
Goodwill
Goodwill Measurement, Term		10 years
Jupiter
Goodwill
Jupiter impairment	$ 6,668,000	$ 6,668,000
Jupiter \| Income Approach
Goodwill
Fair value		$ 166,957,000
Jupiter \| Income Approach \| Terminal value growth rate
Goodwill
Goodwill measurement input		0.030
Jupiter \| Income Approach \| Discount rate
Goodwill
Goodwill measurement input		0.225
Jupiter \| Income Approach \| Projected revenue growth rate
Goodwill
Goodwill measurement input		0.099

Loans Receivable (Details)

Loans Receivable (Details) - USD ($) $ in Thousands	9 Months Ended
Loans Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 10,844	$ 9,684
Less allowance for expected credit losses	(6,713)	(5,559)
Loans receivable, net of expected credit losses	4,131	4,125
Less current portion of loan receivable	(888)	(2,453)
Loans receivable, long-term	3,243	1,672
Financing Receivable, Excluding Accrued Interest, Change in Method, Credit Loss Expense (Reversal)	1,154
Teneo Fund SPVi LLC note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 5,911	5,911
Receivable with Imputed Interest, Effective Yield (Interest Rate)	0%
Pharma EU, LLC note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 1,410	1,410
Receivable with Imputed Interest, Effective Yield (Interest Rate)	12%
A&R note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 711	714
Receivable with Imputed Interest, Effective Yield (Interest Rate)	0%
SSZ and Elev8 note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 1,002	1,002
Receivable with Imputed Interest, Effective Yield (Interest Rate)	8%
Pure Hana Synergy note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 224	224
Receivable with Imputed Interest, Effective Yield (Interest Rate)	10%
Little Beach Harvest Note
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total loans receivable	$ 1,586	$ 423
Receivable with Imputed Interest, Effective Yield (Interest Rate)	9%

Loans Receivable - Analysis of

Loans Receivable - Analysis of Credit Quality (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans receivable, gross amounts	$ 10,844	$ 9,684
Loans receivable, loan losses	(6,713)	(5,559)
Loans receivable, net of expected credit losses	4,131	4,125
Security interest in assets of counterparty
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans receivable, gross amounts	9,210	8,050
Loans receivable, loan losses	(5,644)	(4,556)
Loans receivable, net of expected credit losses	3,566	3,494
Third party guarantee
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans receivable, gross amounts	1,410	1,410
Loans receivable, loan losses	(882)	(882)
Loans receivable, net of expected credit losses	528	528
No collateral
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans receivable, gross amounts	224	224
Loans receivable, loan losses	(187)	(121)
Loans receivable, net of expected credit losses	$ 37	$ 103

Accounts payable and accrued _3

Accounts payable and accrued liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounts payable and accrued liabilities
Accounts payable	$ 38,676	$ 37,777
Accrued interest expense	2,960	2,752
Accrued payroll	2,770	2,951
Other current payables/liabilities	4,036	6,002
Total accounts payable and accrued liabilities	$ 48,442	$ 49,482

Notes Payable - Notes Payable a

Notes Payable - Notes Payable and Debt Issuance Costs (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Oct. 27, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Other loan and borrowings		$ 350	$ 350		$ 350
Debt amount		71,022	71,022		87,082
Less: Debt issuance costs		(75)	(75)		(469)
Total debt, net		70,947	70,947		86,613
Repayments Of Notes Payable			120,575	$ 17,321
Asset-based Revolving Facility
Debt Instrument [Line Items]
Debt amount		$ 7,204	$ 7,204		9,719
Interest rate (as a percent)		9.75%	9.75%
Debt Instrument, Term			1 year
2019 Senior Notes.
Debt Instrument [Line Items]
Debt amount		$ 17,883	$ 17,883		34,057
Interest rate (as a percent)		8%	8%
Repayments Of Notes Payable		$ 18,269	$ 18,269
2019 Senior Notes. \| Subsequent Event
Debt Instrument [Line Items]
Repayments Of Notes Payable	$ 7,975
Junior Notes
Debt Instrument [Line Items]
Debt amount		$ 45,585	$ 45,585		$ 42,956
Interest rate (as a percent)		8%	8%

Notes Payable - Future Maturiti

Notes Payable - Future Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Notes Payable
Remainder of 2022	$ 27,214
2023	43,383
2024 and thereafter	350
Total debt, net	$ 70,947	$ 86,613

Massachusetts Lease Liability_2

Massachusetts Lease Liability (Details) $ in Thousands		9 Months Ended
Massachusetts Lease Liability (Details) $ in Thousands	May 16, 2022 USD ($) item	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Purchases of property, plant, and equipment		$ 14,856	$ 2,351
Taunton Facility
Lessee, Lease, Description [Line Items]
Annual escalation	2.50%
Annual escalation term	2 years
Taunton Facility Acquisition
Lessee, Lease, Description [Line Items]
Purchases of property, plant, and equipment	$ 13,047
Restricted cash held by escrow agent	25,466	$ 7,259
Derecognizing on right of use asset	3,940
Derecognition on lease liability	4,454
Lease liability recognizing land	6,266
Lease liability recognizing building balances	6,268
Financing liability amount	40,000
Massachusetts Lease Liability
Lessee, Lease, Description [Line Items]
Debt Instrument, Number of Terms \| item		2
Debt instrument extension term		5 years
Innovative Industrial Properties, Inc \| Taunton Facility Acquisition
Lessee, Lease, Description [Line Items]
Purchases of property, plant, and equipment	$ 40,000
Innovative Industrial Properties, Inc \| Taunton Facility
Lessee, Lease, Description [Line Items]
Number of extensions in lease \| item	2
Lease extension term	5 years
Lease existence of option to extend	true
Lease term	20 years

Massachusetts Lease Liability -

Massachusetts Lease Liability - Maturities (Details) - Taunton Facility $ in Thousands	Sep. 30, 2022 USD ($)
Lessee, Lease, Description [Line Items]
MA Lease Liability	$ 39,849
Future maturities
Remainder of 2022	1,100
2023	4,400
2024 and thereafter	34,349
Total undiscounted lease liabilities	$ 39,849

Leases Cost (Details)

Leases Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases
Operating lease cost	$ 48	$ 303	$ 531	$ 942
Finance lease cost:
Amortization of lease assets	257	249	771	715
Interest on lease liabilities	112	125	351	367
Finance lease costs	369	374	1,122	1,082
Total lease cost	$ 417	$ 677	$ 1,653	$ 2,024

Leases - Weighted Average Disco

Leases - Weighted Average Discount Rates And Remaining Lease Term (Details)	Sep. 30, 2022	Dec. 31, 2021
Leases
Weighted average discount rate - Operating	8%	8%
Weighted average remaining lease term - Operating	5 years 2 months 26 days	5 years 11 months 23 days
Weighted average discount rate - Finance	8%	8%
Weighted average remaining lease term - Finance	5 years 2 months 27 days	5 years 11 months 23 days

Leases - Undiscounted Lease Lia

Leases - Undiscounted Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finance Lease, Liability, to be Paid [Abstract]
Remainder of 2022	$ 358
2023	1,452
2024	1,489
2025	1,212
2026	926
Thereafter	1,295
Total undiscounted lease liabilities	6,732
Interest on lease liabilities	(1,162)
Total present value of minimum lease payments	5,570
Lease liability - current portion	(1,045)	$ (955)
Finance lease liability	4,525	5,319
Operating
Remainder of 2022	49
2023	196
2024	183
2025	168
2026	173
Thereafter	316
Total	1,085
Interest on lease liabilities	(217)
Total present value of minimum lease payments	868
Lease liability - current portion	(133)	(731)
Operating lease liability	$ 735	$ 4,927

Leases (Details)

Leases (Details) - Taunton Facility Acquisition $ in Thousands	May 16, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Derecognizing on right of use asset	$ 3,940
Derecognition on lease liability	4,454
Lease liability recognizing land	6,266
Lease liability recognizing building balances	$ 6,268

Shareholders' Equity - Authoriz

Shareholders' Equity - Authorized Share Capital (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Shareholders' Equity
Common Unit, Number Of Exchangeable Shares	1		1
LP units converted to Common Shares	0	0	0	0
Units Issued	43,821,379		43,821,379		43,821,379
Units Outstanding	43,821,379		43,821,379		43,821,379

Shareholders' Equity - Warrants

Shareholders' Equity - Warrants (Details) - shares	3 Months Ended		9 Months Ended
Shareholders' Equity - Warrants (Details) - shares	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Shareholders' Equity
Warrants Issued	0	0	0	0

Shareholders' Equity - Remain O

Shareholders' Equity - Remain Outstanding (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Share Based Compensation Shares Authorized [Line Item]
Number of Warrants	73,905,211	73,905,211
Exercise Price One
Share Based Compensation Shares Authorized [Line Item]
Exercise Price	$ 0.33
Number of Warrants	45,249,520
Exercise Price Two
Share Based Compensation Shares Authorized [Line Item]
Exercise Price	$ 0.39
Number of Warrants	18,360,000
Exercise Price Three
Share Based Compensation Shares Authorized [Line Item]
Exercise Price	$ 0.53
Number of Warrants	750,000
Exercise Price Four
Share Based Compensation Shares Authorized [Line Item]
Exercise Price	$ 0.33
Number of Warrants	500,000
Exercise Price Five
Share Based Compensation Shares Authorized [Line Item]
Exercise Price	$ 1.05
Number of Warrants	9,045,691

Shareholders' Equity - Warran_2

Shareholders' Equity - Warrants Outstanding (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Shareholders' Equity
Balance as at beginning of period	73,905,211
Balance as at end of period	73,905,211	73,905,211
Weighted Average Exercise Price of Warrants	$ 0.44	$ 0.44

Shareholders' Equity - Share-ba

Shareholders' Equity - Share-based Compensation (Details) - Amended and Restated 2018 Stock and Incentive Plan ("Plan")	Sep. 30, 2022 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance	60,000,000
Common shares available for issuance	36,731,048

Shareholders' Equity - Restrict

Shareholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		21 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022
Restricted Stock Units
Number of Restricted Stock Units
Balance at the beginning of period (in Shares)			3,627,081
Issued (in shares)			40		4,290,034
Forfeited (in Shares)			(355,093)
Vested (in Shares)			(993,476)
Balance at the end of period (in Shares)	2,278,552		2,278,552		2,278,552
Weighted Average Grant Date Fair Value
Balance at the beginning of period (in dollars per share)			$ 0.37
Issued (in dollars per share)			0.23
Forfeited (in dollars per share)			0.33
Vested (in dollars per share)			0.33
Balance at the end of period (in dollars per share)	$ 0.40		$ 0.40		$ 0.40
Restricted Stock Units Additional Disclosure
Share-based compensation expense net	$ 82	$ 332	$ 506	$ 783
Contingent Consideration Milestone Payment [Member]
Restricted Stock Units Additional Disclosure
Share-based compensation expense net	$ 117	$ 108	$ 635	$ 108

Shareholders' Equity - Share Op

Shareholders' Equity - Share Options (Details) - Share Options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Stock Options Common Shares
Balance at the beginning of period (in Shares)			16,573,380
Forfeited			(6,391,470)
Balance at the end of period (in Shares)	10,181,910		10,181,910		16,573,380
Weighted Average Exercise Price
Balance at the beginning of period (in dollars per share)			$ 0.63
Forfeited			0.69
Balance at the end of period (in dollars per share)	$ 0.60		$ 0.60		$ 0.63
Weighted-average remaining contractual
Weighted Average Remaining Contractual Life			6 years 5 months 8 days		5 years 4 months 2 days
Share Options Additional Disclosures
Share-based compensation expense net		$ 37	$ 86	$ 1,143
Share based compensation expenses reversed due to cancellations of options	$ 13

Shareholders' Equity - Shares O

Shareholders' Equity - Shares Options Outstanding (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Legacy employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share Options	10,181,910	16,573,380
Exercise Price	$ 0.60	$ 0.63
Options Exercisable	7,576,282
Legacy employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share Options	190,000
Exercise Price lower range limit	$ 1.58
Exercise Price upper range limit	$ 1.58
Options Exercisable	190,000
2020 employee grant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share Options	6,309,312
Exercise Price lower range limit	$ 0.30
Exercise Price upper range limit	$ 0.48
Options Exercisable	3,703,684
Other employee grant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Share Options	3,682,598
Exercise Price lower range limit	$ 0.41
Exercise Price upper range limit	$ 3.96
Options Exercisable	3,682,598

Shareholders' Equity - Performa

Shareholders' Equity - Performance Stock Units Outstanding (Details) - Performance Stock Units - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 18, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Number of Performance Stock Units
Balance at the beginning of period (in Shares)				11,804,498
Issued (in shares)		0	11,313,835	0	11,313,835
Forfeited (in Shares)				(296,008)
Vested (in Shares)				(700,000)
Balance at the end of period (in Shares)		10,808,490		10,808,490
Weighted Average Grant Date Fair Value
Balance at the beginning of period (in dollars per share)				$ 0.31
Forfeited (in dollars per share)				0.16
Vested (in dollars per share)				0.51
Balance at the end of period (in dollars per share)		$ 0.30		$ 0.30
Performance Stock Units Additional Disclosure
Share-based compensation expense net		$ 348	$ 372	$ 1,320	$ 372
Former CEO
Number of Performance Stock Units
Issued (in shares)	1,400,000
Balance at the end of period (in Shares)		700,000		700,000

Shareholders' Equity - PSU Gran

Shareholders' Equity - PSU Granted Containing Market Conditions (Details) - Performance Stock Units Containing Market Conditions - $ / shares				9 Months Ended
	Dec. 19, 2021	Sep. 30, 2021	Jun. 18, 2021	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Closing Price on Grant Date	$ 0.2263	$ 0.3875	$ 0.4941
Outstanding	435,040	2,186,099	7,487,351	10,108,490

Income (Loss) Per Share (Detail

Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income (Loss) Per Share
Net (loss) income attributable to TILT	$ (15,691)	$ 1,026	$ (34,371)	$ (14,997)
Weighted-average number of shares and units outstanding - Basic	375,776,275	371,055,001	375,311,644	368,402,073
Weighted-average number of shares and units outstanding - Diluted		409,696,936
(Loss) income per share - basic	$ (0.04)	$ 0	$ (0.09)	$ (0.04)
Income per share - diluted		$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Taxes
Income (loss) before income taxes	$ (9,873)	$ (1,068)	$ (36,791)	$ (16,217)
Income tax benefit (expense)	$ 5,818	$ (2,094)	$ (2,412)	$ (1,220)
Effective tax rate	(59.00%)	196%	7%	8%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
2019 Senior Notes.
Related Party Transactions
Interest rate (as a percent)	8%
Former CEO \| Jupiter Acquisition
Related Party Transactions
Related party transaction, payable	$ 26,592,000	$ 25,519,000
Former CEO \| Jupiter Acquisition \| 8% Notes Payable
Related Party Transactions
Related party transaction, notes payable	$ 22,565,000
Interest rate (as a percent)	8%
Former CEO \| Jupiter Acquisition \| 10% Notes Payable
Related Party Transactions
Related party transaction, notes payable	$ 4,027,000
Interest rate (as a percent)	10%
Former CEO \| Jupiter Acquisition \| Accounts Payable and Accrued Liabilities.
Related Party Transactions
Related party transaction, payable	$ 4,027,000	3,895,000
Former CEO \| Jupiter Acquisition \| Notes Payable
Related Party Transactions
Related party transaction, payable	22,565,000	21,263,000
Current Board Member \| 2019 Senior Notes.
Related Party Transactions
Related party transaction, payable	$ 858,000	$ 1,670,000
Interest rate (as a percent)	8%	8%
Company Partially Owned and Managed by Current Board Member \| 2019 Senior Notes.
Related Party Transactions
Related party transaction, payable	$ 530,000	$ 1,032,000
Interest rate (as a percent)	8%	8%
Conor Green Consulting, LLC ("Conor Green")
Related Party Transactions
Related party transaction, payable	$ 350,000
Joint venture in Standard Farms New York, LLC ("SFNY")
Related Party Transactions
Related party transaction, payable		$ 0

Commitments and Contingencies -

Commitments and Contingencies - Future Minimum Rental Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Commitments and Contingencies
Remainder of 2022	$ 49
2023	196
2024	183
2025	168
2026	173
2027 and thereafter	316
Total	1,085
Payment Guarantee
Commitments and Contingencies
Remainder of 2022	108
2023	450
2024	463
2025	477
2026	492
2027 and thereafter	1,028
Total	$ 3,018

Commitments and Contingencies_2

Commitments and Contingencies - Litigation (Details) - OMM $ in Thousands	1 Months Ended
	Sep. 30, 2020 USD ($)
Commitments and Contingencies
Loss Contingency, Damages Sought, Value	$ 3,100
Litigation Settlement, Amount Awarded to Other Party	100
Baker Technologies, Inc. and subsidiaries
Commitments and Contingencies
Loss Contingency, Damages Sought, Value	$ 100

Reportable Segments and Reven_3

Reportable Segments and Revenue - Segment Related Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Segment Information
Number of reportable segments \| segment			4
Revenue	$ 40,487	$ 53,362	$ 129,894	$ 148,648
Share-based compensation	533	849	2,545	2,406
Depreciation and amortization	4,594	4,429	13,712	13,261
Wages and benefits	4,881	5,169	16,384	13,801
Impairment loss and loss on disposal of assets	175	194	7,541	194
Non-cash interest expense	4,150	2,849	10,727	7,624
Loan receivable losses	133		1,154
Net income (loss)	(15,691)	1,026	(34,379)	(14,997)
Cannabis
Segment Information
Revenue	12,175	11,222	35,657	32,961
Depreciation and amortization	672	534	1,967	1,635
Wages and benefits	1,912	925	5,163	2,486
Impairment loss and loss on disposal of assets		59	697	59
Non-cash interest expense	1,350	88	2,038	539
Net income (loss)	(4,513)	2,315	(7,674)	4,738
Accessories
Segment Information
Revenue	28,312	42,140	94,237	115,687
Depreciation and amortization	3,712	3,696	11,121	11,039
Wages and benefits	1,159	1,254	3,579	3,667
Impairment loss and loss on disposal of assets			6,669
Non-cash interest expense	402	135	1,242	219
Net income (loss)	(1,739)	(1,407)	(17,488)	(4,589)
Corporate
Segment Information
Share-based compensation	418	849	1,912	2,406
Depreciation and amortization	13	16	40	83
Wages and benefits	1,810	2,990	7,642	7,648
Impairment loss and loss on disposal of assets	175	135	175	135
Non-cash interest expense	2,398	2,626	7,447	6,866
Loan receivable losses	133		1,154
Net income (loss)	(9,297)	276	(8,574)	(14,929)
Other
Segment Information
Share-based compensation	115		633
Depreciation and amortization	197	183	584	504
Net income (loss)	(142)	(158)	(643)	(217)
Operating Segments
Segment Information
Revenue	40,974	53,514	131,164	149,395
Operating Segments \| Cannabis
Segment Information
Revenue	12,175	11,222	35,657	32,961
Operating Segments \| Accessories
Segment Information
Revenue	28,799	42,292	95,507	116,434
Intersegment Eliminations
Segment Information
Revenue	(487)	(152)	(1,270)	(747)
Intersegment Eliminations \| Accessories
Segment Information
Revenue	$ (487)	$ (152)	$ (1,270)	$ (747)

Reportable Segments and Reven_4

Reportable Segments and Revenue - Geographic Based Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Information
Revenue	$ 40,487	$ 53,362	$ 129,894	$ 148,648
Gross profit	9,537	12,582	29,835	39,016
US
Segment Information
Revenue	36,599	50,754	119,876	140,565
Gross profit	8,392	11,839	26,982	36,480
Canada
Segment Information
Revenue	3,806	2,536	9,686	7,862
Gross profit	1,111	717	2,720	2,448
Other.
Segment Information
Revenue	82	72	332	221
Gross profit	$ 34	$ 26	$ 133	$ 88

Subsequent Events (Details)

Subsequent Events (Details) $ in Thousands				3 Months Ended	9 Months Ended
Subsequent Events (Details) $ in Thousands	Nov. 01, 2022 shares	Oct. 27, 2022 USD ($)	Oct. 24, 2022 USD ($) D	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Subsequent Events
Repayments Of Notes Payable					$ 120,575	$ 17,321
2019 Senior Notes.
Subsequent Events
Repayments Of Notes Payable				$ 18,269	$ 18,269
Subsequent Event
Subsequent Events
Number of business days notice \| D			5
Subsequent Event \| Exercise Price One
Subsequent Events
Warrants expired \| shares	45,249,250
Subsequent Event \| 2019 Senior Notes.
Subsequent Events
Total debt, net			$ 9,600
Repayments Of Notes Payable		$ 7,975
Subsequent Event \| 2019 Senior Notes. \| Prime Rate
Subsequent Events
Interest Rate			8.50%