TerrAscend Corp. Files 2023 Annual Report on Form 10-K

Ticker: TSNDF · Form: 10-K · Filed: Mar 14, 2024 · CIK: 1778129

Terrascend Corp. 10-K Filing Summary
FieldDetail
CompanyTerrascend Corp. (TSNDF)
Form Type10-K
Filed DateMar 14, 2024
Risk Level
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: TerrAscend, TSNDF, 10-K, Annual Report, Cannabis Industry

TL;DR

<b>TerrAscend Corp. has filed its 2023 10-K report detailing financial activities and corporate events.</b>

AI Summary

TerrAscend Corp. (TSNDF) filed a Annual Report (10-K) with the SEC on March 14, 2024. TerrAscend Corp. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing includes information on various financial instruments and corporate actions, such as Ilera Term Loan, Chicago Atlantic Term Loan, and Gage Loan. Key dates mentioned include April 28, 2022 (Ilera Term Loan), June 30, 2023 (Detachable Warrant), and December 31, 2023 (Chicago Atlantic Term Loan, Gage Loan). The company's business address is 3610 Mavis Road, Mississauga, A6, L5B 4A7. TerrAscend Corp. is incorporated in state A6 and operates within the AGRICULTURE PRODUCTION - CROPS [0100] industry.

Why It Matters

For investors and stakeholders tracking TerrAscend Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of TerrAscend's financial health, operational performance, and strategic initiatives for the fiscal year 2023. Investors and stakeholders can use this report to assess the company's financial position, understand its debt structure, and evaluate its future prospects in the cannabis industry.

Risk Assessment

Risk Level: — TerrAscend Corp. shows moderate risk based on this filing. The filing is a 10-K, which is a standard annual report, but the lack of specific financial performance data within the provided text limits a deeper risk assessment.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management's discussion and analysis, and risk factors to form a comprehensive investment thesis.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Conformed period of report)
  • 2024-03-14 — Filing Date (Filed as of date)
  • 0000950170-24-031450 — Accession Number (Unique identifier for the filing)
  • 000-56363 — SEC File Number (SEC registration number)
  • 273 — Public Document Count (Number of documents in the filing)
  • 0100 — SIC Code (Standard Industrial Classification for AGRICULTURE PRODUCTION - CROPS)
  • 855 837-7295 — Business Phone (Contact phone number)
  • 2022-04-28 — Ilera Term Loan Date (Specific loan date)

Key Players & Entities

  • TerrAscend Corp. (company) — Filer name and company conformed name
  • 20231231 (date) — Fiscal year end
  • 20240314 (date) — Filing date
  • 3610 MAVIS ROAD (address) — Business and mail address
  • MISSISSAUGA (location) — City for business and mail address
  • A6 (location) — State of incorporation and state for address
  • L5B 4A7 (postal_code) — ZIP code for business and mail address
  • 0000950170-24-031450 (filing_id) — Accession number

FAQ

When did TerrAscend Corp. file this 10-K?

TerrAscend Corp. filed this Annual Report (10-K) with the SEC on March 14, 2024.

What is a 10-K filing?

A 10-K is a comprehensive annual financial report required by the SEC, covering audited financials, business operations, risk factors, and management discussion. This particular 10-K was filed by TerrAscend Corp. (TSNDF).

Where can I read the original 10-K filing from TerrAscend Corp.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TerrAscend Corp..

What are the key takeaways from TerrAscend Corp.'s 10-K?

TerrAscend Corp. filed this 10-K on March 14, 2024. Key takeaways: TerrAscend Corp. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023.. The filing includes information on various financial instruments and corporate actions, such as Ilera Term Loan, Chicago Atlantic Term Loan, and Gage Loan.. Key dates mentioned include April 28, 2022 (Ilera Term Loan), June 30, 2023 (Detachable Warrant), and December 31, 2023 (Chicago Atlantic Term Loan, Gage Loan)..

Is TerrAscend Corp. a risky investment based on this filing?

Based on this 10-K, TerrAscend Corp. presents a moderate-risk profile. The filing is a 10-K, which is a standard annual report, but the lack of specific financial performance data within the provided text limits a deeper risk assessment.

What should investors do after reading TerrAscend Corp.'s 10-K?

Review the full 10-K filing for detailed financial statements, management's discussion and analysis, and risk factors to form a comprehensive investment thesis. The overall sentiment from this filing is neutral.

Risk Factors

  • Financial Instruments [medium — financial]: The filing references various financial instruments including term loans (Ilera, Chicago Atlantic, Pelorus, Gage), detachable warrants, and promissory notes, indicating a complex debt structure.
  • Industry Regulations [high — regulatory]: Operating in the cannabis sector implies exposure to evolving and diverse regulatory frameworks across different jurisdictions (US and CA mentioned).

Key Dates

  • 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.

Filing Stats: 4,410 words · 18 min read · ~15 pages · Grade level 15.8 · Accepted 2024-03-14 16:05:15

Filing Documents

Business

Business 7 Item 1A.

Risk Factors

Risk Factors 25 Item 1B. Unresolved Staff Comments 52 Item 1C. Cybersecurity 53 Item 2.

Properties

Properties 54 Item 3.

Legal Proceedings

Legal Proceedings 59 Item 4. Mine Safety Disclosures 59 PART II 60 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 60 Item 6. [Reserved] 62 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 63 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 83 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 84 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 84 Item 9A.

Controls and Procedures

Controls and Procedures 84 Item 9B. Other Information 85 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 85 PART III 86 Item 10. Directors, Executive Officers and Corporate Governance 86 Item 11.

Executive Compensation

Executive Compensation 86 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 86 Item 13. Certain Relationships and Related Transactions, and Director Independence 86 Item 14. Principal Accounting Fees and Services 86 PART IV 87 Item 15. Exhibits, Financial Statement Schedules 87 Item 16. Form 10-K Summary 95

Signatures

Signatures 97 Index to the Consolidated Financial Statements F- 1 i Cautionary Note Regarding Forward-Looking Statements This Annual Report contains statements that TerrAscend Corp. (the "Issuer") believes are, or may be considered to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact included in this Annual Report regarding the prospects of the industry in which the Issuer, its subsidiaries, TerrAscend Growth Corp. ("TerrAscend") and its subsidiaries (collectively, the "Company") operate or the Company's prospects, plans, financial position or business strategy may constitute forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as "can", "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Forward-looking statements in this Annual Report include, but are not limited to, statements with respect to: the projected performance of the Company's business and operations; the Company's estimates and expectations regarding revenues, expenses and need for substantial additional financing, and its ability to obtain additional financing; the Internal Revenue Service's (the "IRS") review of the Company's tax positions, including heightened risk of added scrutiny or increased frequency or depth of reviews or audits by the IRS; the Company's joint venture interests, including, as ap

BUSINESS

ITEM 1. BUSINESS Overview The Company is a leading North American cannabis company. The Company has vertically integrated licensed operations in Pennsylvania, New Jersey, Michigan, Maryland and California. In addition, the Company has retail operations in Ontario, Canada with a majority-owned dispensary in Toronto, Ontario, Canada. Notwithstanding the fact that various states in the United States have implemented medical cannabis laws or have otherwise legalized the use of cannabis, the use of cannabis remains illegal under U.S. federal law for any purpose, by way of the Controlled Substances Act of 1970 (the "Controlled Substances Act"). The Company operates under one operating segment, which is the cultivation, production and sale of cannabis products. The Company owns a portfolio of operating businesses, including: TerrAscend New Jersey ("TerrAscend NJ"), a majority-owned operation with three dispensaries, and a cultivation/processing facility; TerrAscend Maryland ("TerrAscend MD"), a wholly-owned operation with four dispensaries, and a cultivation/processing facility; TerrAscend Pennsylvania ("TerrAscend PA"), a wholly-owned operation with six dispensaries, and a cultivation/processing facili

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