TerrAscend Announces Fourth Quarter and Full Year 2019 Financial Results

-- Reports Fourth quarter 2019 net sales of $25.9 million an increase of 414% compared to Q4 2018

-- Strategic focus on larger and higher margin U.S. markets driving revenue growth

-- Provides Q1 2020 Preliminary Revenue Guidance of approximately $35 Million, representing 35% sequential growth

TORONTO, April 23, 2020 /CNW/ - TerrAscend Corp. ("TerrAscend" or the "Company") (CSE: TER, OTCQX: TRSSF), a leading North American cannabis operator, today reported financial results for its fourth quarter and year ending December 31, 2019.

Fourth Quarter 2019 Financial Highlights


             (Unless otherwise stated,
              comparisons are made between
              Fiscal Q4 2019 and Q4 2018
              results and are in Canadian
              dollars)

    --  Net sales increased 414% to $25.9 million from $5.0 million.
    --  Sales in the U.S. accounted for 93% of total revenue in the quarter.
    --  Gross loss of $2.8 million, compared to $0.4 million.
    --  Adjusted EBITDA loss of $5.7 million, compared with $4.5 million.
    --  IFRS net loss of $171.8 million

Full Year 2019 Financial Highlights

    --  Net sales increased 1,149% to $84.9 million, compared to $6.8 million in
        the prior year.
    --  Sales in the U.S. accounted for 68% of total revenue in 2019.
    --  Gross profit of $8.3 million, compared to $(1.7) million in the prior
        year.
    --  Adjusted EBITDA loss for the year ended December 31, 2019 was $26.6
        million, compared with $16.4 million for the year ended December 31,
        2018.
    --  IFRS net loss of $219.0 million

Management Commentary

"We set out to be a leader in the legal U.S. medicinal and adult-use markets, and our solid top line performance speaks to the significant strides we have made in attaining this goal," said Jason Ackerman, Executive Chairman and CEO of TerrAscend. "We made substantial progress in 2019 developing our U.S. infrastructure and building our production capacity with a focus on profitable revenue opportunities, all the while continuing to streamline our Canadian operations. As we look ahead, TerrAscend's experienced leadership team has never been better positioned to accelerate our momentum, deliver long-term value for our shareholders, and provide exceptional experiences to our patients and customers."

Jason Wild, Chairman added, "Despite the short-term challenges facing the global economy, we remain on track, both operationally and financially, to continue to execute on our goals of driving strong revenue growth in 2020 and achieving adjusted EBITDA positive results. We are committed to driving shareholder value and will continue to pursue accretive and strategic opportunities."

Outlook and Preliminary Q1 2020 Revenue Guidance

Entering fiscal 2020, the Company remains focused on the execution of its U.S. strategy. Through strategic acquisitions and the growth and expansion of its current asset base, the Company is committed to achieving scale and profitability in each market it operates. In January, the Company completed the first earnout payment to the former owners of Ilera Healthcare, a vertically-integrated cannabis cultivator, processor and dispensary operator in Pennsylvania. Additionally, TerrAscend NJ, LLC received a permit to cultivate medical marijuana by the New Jersey Department of Health. These achievements, in conjunction with the rightsizing of the Canadian operations, position TerrAscend well to become a dominant U.S. operator.

Based on a preliminary (unaudited) review, the Company anticipates Q1 2020 net sales to be approximately $35 million, compared to $25.9 million in Q4 2019 representing approximately 35% sequential growth. The Company continues to make progress in improving its margins and has completed construction of its Pennsylvania production facility, tripling its cultivation capacity. Production output from the expansion was realized towards the end of Q1 2020 and will be fully realized in Q2 2020. The preliminary estimated Q1 2020 financial results set forth above are subject to the completion of the Company's financial closing procedures. Please refer to the section regarding forward-looking information which forms an integral part of this release.

Q4 2019 Financial Summary



     
                (In ooo's of Canadian Dollars, Except Per Share Amounts)   Q4 2019              Q4 2018






     Sales, net of excise tax                                                        $
     
     25,883           $
     5,031



     Gross profit (loss) before gain on fair value of biological assets      (4,243)                  881



     Net impact, fair value of biological assets                               1,483               (1,252)



     Gross profit (loss)                                                     (2,760)                (371)





     Total operating expenses                                                 12,693                10,805



     Loss from operations                                                   (15,453)             (11,176)





     Net loss after income tax                                             (171,805)             (11,765)



     Less: Net loss attributable to non-controlling interest                 (2,307)                (116)



     Net loss attributable to TerrAscend Corp.                             (169,498)             (11,649)



     Net loss per share - basic and diluted                                   (1.31)               (0.13)





     EBITDA(1)                                                             (162,938)             (11,179)



     Canada adjusted EBITDA(1)                                               (4,302)              (4,475)



     U.S. adjusted EBITDA(1)                                                 (1,435)



     Total adjusted EBITDA(1)                                                (5,737)              (4,475)



              1.               EBITDA and Adjusted EBITDA are
                                 Non-IFRS measures. Please see
                                 discussion and reconciliation of
                                 Non-IFRS measures below.

Sales, net of excise tax, increased 414% to $25.9 million in the fourth quarter of 2019 ("Q4 2019") as compared to $5.0 million in fourth quarter of 2018 ("Q4 2018"). Sales in the U.S., net of excise tax, were $24 million in Q4 2019, contributing 93% to total consolidated net revenue, reflecting TerrAscend's focus on this important market. Canadian sales, net of excise taxes, declined to $1.9 million in Q4 2019, down 62% compared to Q4 2018 as a result of the ongoing challenges facing the Canadian cannabis markets.

Gross margin, before gain on fair value of biological assets was (16)% in Q4 2019, compared to 18% in Q4 2018. The change in gross margin compared to the prior quarter was driven by a material impairment charge related to the Company's Canadian cannabis inventory which occurred in Q4 2019, as well as a short term increase in cost of goods sold as the Company scaled up its U.S. operations. Excluding the impact of the non-cash Canadian inventory charges incurred in Q4 2019, gross margin would otherwise have been 39%.

Q4 2019 G&A was $12.3 million, an increase of 52% compared to Q4 2018. The change was primarily driven by the Company's focus and investment in establishing its U.S. operations. TerrAscend expects to continue to strategically invest in acquiring the talent and developing the appropriate infrastructure to ensure continued market share improvement in the high-growth U.S market.

In Q4 2019, adjusted EBITDA loss was $5.7 million compared to $4.5 million in Q4 2018. On a geographic basis, adjusted EBITDA loss from the Company's Canadian and U.S. operations in Q4 2019 was $4.3 million and $1.4 million, respectively. The change in adjusted EBITDA compared to the prior year period was primarily driven by a decline in Canadian cannabis revenues as a result of ongoing demand issues which persisted through December 2019, as well as an increase in G&A expenses and an increase in cost of goods sold as the Company scaled up the organization through investments in additional headcount as it continues its U.S. expansion.

During Q4 2019, the Company recorded the following asset impairment, goodwill and write off charges:

    --  A $66.2 million impairment charge to goodwill related to the acquisition
        of The Apothecarium and the closure of Solace RX Inc.;
    --  A $7.4 million impairment charge and a $4.4 million write-off related to
        the Company's Canadian cannabis inventory both related to an excess of
        stock relative to the Company's anticipated, short-term demand;
    --  A $2.3 million impairment charge related to the Company's Canadian
        property, plant and equipment as the net book value exceeded the current
        market appraisal of the Company's Canadian production facility.

In addition, during Q4 2019 the Company reported a $61.9 million revaluation of contingent consideration liability related to the acquisition of Ilera, driven by the outperformance of the business versus the Company's initial expectations. As a result, the Company now expects to pay the full final payout based on its success to date.

Cash and cash equivalents were $11.9 million as of December 31, 2019 compared to $21.8 million as of December 31, 2018. Subsequent to the quarter end, the Company raised gross proceeds in excess of $120 million, including the previously announced loan financing agreement with Canopy Growth in the amount of $80.5 million. A portion of the proceeds received from Canopy Growth were used to fully pay off the outstanding principal and interest amounts under the Credit Facility with JW Asset Management.

Fourth Quarter 2019 Operational Highlights

    --  On October 7, 2019, TerrAscend Canada announced that it received
        approval from Health Canada for an expansion at its EU GMP certified
        production facility, nearly tripling its licensed space to 51,800 sq.
        ft.
    --  On October 22, 2019, TerrAscend Canada received an additional amendment
        to its license from Health Canada to allow for sales of cannabis
        extracts, topicals and edibles.
    --  On November 4, 2019, the Company announced the appointment of Jason
        Ackerman to the Board of Directors in the role of Executive Chairman.
    --  On December 10, 2019, TerrAscend announced its intention to complete a
        non-brokered private placement offering to raise approximately US$20
        million through the issuance of units of TerrAscend Corp. The first
        tranche of 12,968,325 units resulting in proceeds of $31.8 million was
        completed on December 30, 2019.

Subsequent Events

    --  On January 10, 2020, the Company closed the second tranche of the
        non-brokered private placement announced on December 30, 2019, issuing
        3,450,127 units resulting in proceeds of $8.4 million.
    --  On January 15, 2020, the Company made the first earnout payment to the
        former owners of Ilera in the amount of US$19.4 million, with an
        additional US$12.5 million deferred until the final earnout payment is
        due in March 15, 2021, and earning interest at 6% payable over five
        installments every three months beginning January 15, 2020. The full
        amount of US$31.9 million is included in accounts payable and accrued
        liabilities as at December 31, 2019.
    --  On January 16, 2020, TerrAscend NJ was issued a permit to cultivate
        medical marijuana by the New Jersey Department of Health.
    --  On January 23, 2020, the Company announced the termination of the
        Securities Purchase Agreement, pursuant to which the Company would have
        acquired all of the issued and outstanding equity interest of Gravitas
        Nevada. The Company paid US$3 million termination fee to the sellers,
        which was released from escrow.
    --  On January 27, 2020, the Company closed the third tranche of the
        non-brokered private placement announced on December 30, 2019, issuing
        1,863,659 units resulting in proceeds of $4.6 million.
    --  On January 29, 2020, TerrAscend Utah, LLC was issued a medical cannabis
        processor license by the Utah Department of Agriculture and Food.
    --  On February 5, 2020, the Company amended the terms of its previously
        announced US$10 million convertible debenture issuance to Canopy Rivers
        Corporation ("Canopy Rivers") to comply with TSX policies. Pursuant to
        the amended terms, the debentures have been converted into a C$13.2
        million loan agreement entered into between Canopy Rivers and the
        Company. Interest on the principal amount outstanding will accrue at a
        rate of 6% per annum and all interest payments are payable in cash.
    --  On March 11, 2020, TerrAscend Canada Inc. entered a loan financing
        agreement with Canopy Growth in the amount of $80.5 million pursuant to
        a secured debenture. In connection with the funding of the loan, the
        Company has issued 17,808,975 common share purchase warrants to Canopy
        Growth. The secured debenture bears interest at a rate of 6.10% per
        annum and matures on March 10, 2030. The debenture is secured by the
        assets of TerrAscend Canada, is not convertible and is not guaranteed by
        the Company. The warrants will be exercisable by Canopy Growth following
        changes in U.S. federal laws permitting the cultivation, distribution
        and possession of marijuana or to remove the regulations of such
        activities from the federal laws of the United States.
    --  On March 30, 2020, the Company announced that it had opened two of its
        award-winning Apothecarium retail dispensary locations in Pennsylvania;
        one in Lancaster and a second in Plymouth Meeting. Both locations will
        serve Pennsylvania medical marijuana patients.
    --  On April 14, 2020, TerrAscend announced that it had appointed Jason
        Ackerman as Chief Executive Officer and that it would relocate its
        financial operations to its U.S. headquarters in New York City. As part
        of the move, Toronto-based Adam Kozak stepped down as Chief Financial
        Officer.

Conference Call

TerrAscend will host a conference call tomorrow, April 24, 2020, to discuss these results. Jason Ackerman, Executive Chairman and Chief Executive Officer, Adam Kozak, Chief Financial Officer, and Jason Wild, Chairman, will host the call starting at 8:00 a.m. Eastern time. A question and answer session will follow management's presentation.


     Date:          
     Friday, April 24th, 2020


     Time:          
     8:00 a.m. Eastern Time


     Webcast:       
     
                Click to Access


     Dial-In
      Number:                                                                           
     1 (888) 664-6392


     Conference ID:                                                                               21459450


     Replay:        
     (416) 764-8677 or (888) 390-0541


                    
     Available until 12:00 midnight Eastern Time Friday, May 8th, 2020

Financial results and analyses are available on the Company's website (www.terrascend.com) and SEDAR (www.sedar.com).

The Canadian Securities Exchange ("CSE") has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About TerrAscend
TerrAscend provides quality products, brands, and services to the global cannabinoid market. As the first North American Operator (NAO), with scale operations in both Canada and the US, TerrAscend participates in the medical and legal adult use market across Canada and in several US states where cannabis has been legalized for therapeutic or adult use. TerrAscend was the first cannabis company with sales in the US, Canada, and Europe. TerrAscend operates a number of synergistic businesses, including The Apothecarium, an award-winning cannabis dispensary with several retail locations in California; Arise Bioscience Inc., a manufacturer and distributor of hemp-derived products; Ilera Healthcare, Pennsylvania's premier medical marijuana cultivator, processor and dispenser; and Valhalla Confections, a manufacturer of premium cannabis-infused edibles. TerrAscend holds a cultivation permit in the State of New Jersey and is pending approval for a vertically integrated medical cannabis operation with the ability to operate up to 3 Alternative Treatment Centers. Additionally, TerrAscend holds a Medical Cannabis Processor License in the State of Utah. For more information, visit www.terrascend.com.

Non-IFRS Measures, Reconciliation and Discussion
Certain financial measures in this news release are non-IFRS measures, including Pro forma revenue, EBITDA and Adjusted EBITDA. These terms are not defined by IFRS and, therefore, may not be comparable to similar measures provided by other companies. These metrics have no direct comparable IFRS financial measure. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For more information, please see "Non-IFRS Financial Measures" in the Company's Interim MD&A available on www.sedar.com.

Pro forma revenue is a non-IFRS measure which management uses to capture total revenue plus revenue from pending and closed acquisitions as if such acquisitions had occurred at the beginning of the performance period. The Company considers this measure to be an appropriate indicator of the growth and scope of the business.

EBITDA is a non-IFRS measure which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. EBITDA is calculated as earnings before interest, tax, depreciation and amortization.

Adjusted EBITDA is a non-IFRS measure which management uses to evaluate the performance of the Company's business as it reflects its ongoing profitability. The Company believes that certain investors and analysts use Adjusted EBITDA to measure a company's ability to service debt and to meet other payment obligations or as a common measurement to value companies in the biopharmaceutical industry. The Company measures Adjusted EBITDA as EBITDA less unrealized gain on changes in fair value of biological assets and other income plus fair value changes in biological assets included in inventory sold, purchase accounting adjustments, transaction costs, share based compensation and unrealized loss on investments. The Company believes that this definition is suited to measure the Company's ability to service debt and to meet other payment obligations.

Certain comparative figures have been reclassified to conform to the current period's presentation.

Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under US federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend's operations and financial performance.

Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, "may", "would", "could", "will", "likely", "expect", "anticipate", "believe, "intend", "plan", "forecast", "project", "estimate", "outlook" and other similar expressions, and include statements with respect to future revenue and profits. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company's annual information form dated May 31, 2019, filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com.

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Financial Outlook
This press release contains a financial outlook within the meaning of applicable Canadian securities laws. The financial outlook has been prepared by management of TerrAscend to provide an outlook for the first quarter of 2020 and may not be appropriate for any other purpose. The financial outlook has been prepared based on a number of assumptions including the assumptions discussed under the heading "Forward Looking Information" above and assumptions with respect to production, pricing, and demand, The actual results of TerrAscend's operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. TerrAscend and its management believe that the financial outlook has been prepared on a reasonable basis. However, because this information is highly subjective and subject to numerous risks, including the risks discussed under the heading "Forward Looking Information" above, it should not be relied on as necessarily indicative of future results. Except as required by applicable Canadian securities laws, TerrAscend undertakes no obligation to update the financial outlook.

TerrAscend undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of TerrAscend, its securities, or financial or operating results (as applicable).



     
                SCHEDULE 1







     
                TerrAscend Corp.



     Consolidated Statements of Loss and Comprehensive Loss



     For the Years Ended December 31, 2019 and 2018



     
                (Amounts expressed in thousands of Canadian dollars, except for per share amounts)


                                                                                                                            Year Ended


                                                                                                                           December 31,



                                                                                                            2019                               2018

                                                                                                                                               ---




     Sales, net of excise tax                                                                                      $
       
            84,868               $
         6,826





     Cost of sales                                                                                       81,295                              9,635





     Gross profit (loss) before gain on fair value of biological assets                                   3,573                            (2,809)





     Unrealized gain on changes in fair value of biological assets                                        5,480                              1,657



     Realized fair value amounts included in inventory sold                                               (725)                             (596)





     Gross profit (loss)                                                                                  8,328                            (1,748)





     General and administrative expense                                                                  50,073                             18,114



     Research and development                                                                               709                                141



     Share-based payments                                                                                11,604                              6,558



     Amortization and depreciation                                                                        5,499                                533



     Total operating expenses                                                                            67,885                             25,346





     Loss from operations                                                                              (59,557)                          (27,094)





     Impairment of goodwill                                                                              66,213



     Revaluation of contingent consideration                                                             61,851



     Transaction and restructuring costs                                                                 11,146



     Finance and other expense (income)                                                                   5,675                              (641)



     Unrealized (gain) loss on investments                                                                5,546                            (5,177)



     Impairment of intangible assets                                                                      4,367



     Impairment of property, plant and equipment                                                          2,305



     Unrealized loss (gain) on note receivable                                                            1,655                                188



     Realized gain on investments                                                                       (1,400)



     Foreign exchange (gain) loss                                                                           413                               (24)





     Loss before income taxes                                                                         (217,328)                          (21,440)



     Current income tax expense                                                                           3,959                                 16



     Deferred income tax (recovery) expense                                                             (2,335)                               688

                                                                                                                                               ---


     Net loss                                                                                         (218,952)                          (22,144)



     Other comprehensive loss                                                                             1,992



     Comprehensive loss                                                                                         $
        
           (220,944)            $
        (22,144)

                                                                                                                                                               ===




     Net loss attributable to:



     TerrAscend Corp.                                                                                 (215,788)                          (22,028)



     Non-controlling interests                                                                          (3,164)                             (116)





     Comprehensive loss attributable to:



     TerrAscend Corp.                                                                                 (217,666)                          (22,028)



     Non-controlling interests                                                                          (3,278)                             (116)





     Net loss per share - basic and diluted                                                              (2.20)                            (0.24)

                                                                                                                                               ===


           Weighted average number of outstanding common shares                                      99,592,007                         93,955,914

                                                                                                                                               ===



     
                SCHEDULE 2





     
                TerrAscend Corp.



     Consolidated Revenue



     For the Years Ended December 31, 2019 and 2018



     
                (Amounts expressed in thousands of Canadian dollars)


                                                                         Year Ended


                                                                        December 31,



                                              2019                                   2018

                                                                                     ---



      Canada                                         $
              
                26,942      $
     6,826


      United States                         57,926


      Consolidated                                   $
              
                84,868      $
     6,826

                                                                                              ===



     
                SCHEDULE 3





     
                TerrAscend Corp.



     Reconciliation of Net Loss to Adjusted EBITDA



     For the Years Ended December 31, 2019 and 2018



     
                (Amounts expressed in thousands of Canadian dollars)


                                                                                Year Ended


                                                                               December 31,



                                                                              Notes              2019                            2018

                                                                                                                                 ---




     
                Net loss                                                                           $
        
       (218,952)             $
       (22,144)



     
                Add (deduct) the impact of:



     Current income tax expense                                                              3,959                              16



     Deferred income tax (recovery) expense                                                (2,335)                            688



     Finance expense (income)                                                                5,813                           (415)



     Depreciation of property, plant and equipment                                           2,976                             789



     Amortization of intangible assets                                                       4,340                             132



     
                EBITDA                                               
     (a)               (204,199)                       (20,934)



     
                Add (deduct) the impact of:



     Impairment of goodwill                                            
     (b)                  66,213



     Revaluation of contingent consideration                           
     (c)                  61,851



     Non-cash write downs of inventory                                 
     (d)                  14,262                           2,485



     Share-based payments                                              
     (i)                  12,804                           7,546



     Transaction costs                                                 
     (e)                  10,986



     Unrealized loss (gain) on investments                             
     (f)                   5,546                         (5,180)



     Unrealized gain on changes in fair value of biological assets     
     (g)                 (5,480)                          (404)



     Impairment of intangible assets                                   
     (b)                   4,367



     Relief of fair value of inventory upon acquisition                
     (h)                   3,648



     Impairment of property, plant and equipment                                             2,305



     Unrealized loss on note receivable                                                      1,655



     Realized gain on investments                                                          (1,400)



     Realized loss on changes in fair value of biological assets       
     (j)                     725                             132



     Restructuring costs                                               
     (k)                     160



     
                Adjusted EBITDA                                      
     (l)                            $
       
        (26,557)             $
       (16,355)



              
                Notes:

    ---

               (a) EBITDA is a non-IFRS measure
                and is calculated as earnings
                before interest, tax,
                depreciation and amortization.
    (b) Represents impairment charges
     taken on the Company's goodwill
     and intangible assets, per year-
     end impairment testing.
    (c) Represents the loss on period
     end revaluation of the Company's
     contingent consideration
     liabilities.
    (d) Represents inventory write
     downs to net realizable value.
    (e) In connection with the
     Company's acquisitions, the
     Company incurred expenses related
     to professional fees, consulting,
     legal and accounting that would
     otherwise not have been incurred.
      These fees are not indicative of
      the Company's ongoing costs and
     are expected to be incurred only
     as additional acquisitions are
     completed. Transaction costs
     include US$3 million termination
     fee on Gravitas transaction.
    (f) Represents unrealized loss on
     fair value changes on strategic
     investments held.
    (g) Represents fair value changes
     of biological assets based on the
     average stage of growth of plants
     compared to expected growth
     period of plants from planting to
     harvesting.
    (h) In connection with the
     Company's acquisitions, inventory
     was acquired at fair value, which
     included a markup for profit.
     Recording inventory at fair value
     in purchase accounting had the
     effect of increasing inventory
     and thereby increasing the cost
     of sales in subsequent periods as
     compared to the amounts the
     Company would have recognized if
     the inventory was sold through at
     cost. The write-up of acquired
     inventory represents the
     incremental cost of sales that
     were recognized as a result of
     purchase accounting. It is
     anticipated that the remainder of
     this inventory will be sold in
     fiscal 2020 and will impact net
     income in that period.
    (i) Represents non-cash share-
     based compensation expense.
    (j) Represents the portion of
     inventory harvested and sold in
     the period that is related to the
     changes in fair value of
     biological assets.
    (k) Represents costs associated
     with severance and winding down
     of business units.
    (l) Adjusted EBITDA is a non-IFRS
     measure and is calculated as
     EBITDA before realized and
     unrealized fair value changes in
     biological assets, acquisition
     related adjustments and
     transactions costs, share-based
     payments and fair value changes
     in investments.



     
                SCHEDULE 4





     
                TerrAscend Corp.



     Consolidated Statements of Financial Position



     
                (Amounts Expressed in thousands of Canadian Dollars)


                                                                        December 31,                December 31,


                                                                                2019                         2018




     
                Assets



     Cash and cash equivalents                                                       $
      
      11,900               $
     21,773



     Receivables, net of expected credit losses                               7,623                        9,641



     Share subscriptions receivable                                          31,772



     Notes receivable                                                         5,986                        1,561



     Investments                                                                465                        7,690



     Biological assets                                                        5,484                          545



     Inventory                                                               20,422                       14,844



     Prepaid expenses and other current assets                                7,081                        2,740



     Total Current Assets                                                    90,733                       58,794





     Investment in joint venture                                                                          2,732



     Investment in associate                                                  1,299



     Property, plant and equipment                                          112,650                       25,427



     Intangible assets and goodwill                                         241,148                        2,025



     Indemnification asset                                                   14,936



     Total Assets                                                                   $
      
      460,766               $
     88,978






     
                Liabilities and Shareholders' Equity



     Accounts payable and accrued liabilities                                25,002                       17,677



     Deferred revenue                                                         1,179                           12



     Loan payable                                                            63,068                       12,683



     Contingent consideration payable                                        31,182



     Lease liability                                                          1,157



     Corporate income tax payable                                            21,276                           16



     Total Current Liabilities                                              142,864                       30,388





     Loan payable                                                             6,298



     Contingent consideration payable                                       175,848



     Lease liability                                                         19,572



     Convertible debentures                                                  13,874



     Deferred tax liability                                                  26,981                          688


                                                                             242,573                          688





     Total Liabilities                                                      385,437                       31,076






     Shareholders' Equity



     Share capital                                                          259,892                       64,883



     Contributed surplus                                                     54,777                       22,184



     Accumulated other comprehensive loss                                   (1,992)



     Deficit                                                              (245,998)                    (30,596)



     Non-controlling interest                                                 8,650                        1,431



     Total Shareholders' Equity                                              75,329                       57,902






     Total Liabilities and Shareholders' Equity                                     $
      
      460,766               $
     88,978

SOURCE TerrAscend