TerrAscend Reports Second Quarter 2025 Financial Results

Net Revenue totaled $65 million and Gross Profit Margin was 51.1% from continuing operations, excluding Michigan 12th consecutive quarter of positive Cash Flow from continuing operations and 8th consecutive quarter of positive Free Cash Flow¹ Announced exit from Michigan market to reduce existing debt and enable concentrated growth and improved profitability in core markets Subsequent to quarter end, completed a $79 million non-dilutive refinancing of existing debt with an additional uncommitted term loan facility of up to $35 million for strategic M&A TORONTO, Aug. 07, 2025 (GLOBE NEWSWIRE) -- TerrAscend Corp. ("TerrAscend" or the "Company") (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis company, today reported its financial results for the second quarter ended June 30, 2025. All amounts are expressed in U.S. dollars and are prepared under U.S. Generally Accepted Accounting Principles (GAAP), unless indicated otherwise. The following financial measures are reported as results from continuing operations unless otherwise noted, due to the Company’s previously stated intention to sell all of its Michigan assets, which are reported as discontinued operations effective as of the second quarter ended June 30, 2025. All historical periods have been restated accordingly. Second Quarter 2025 Financial Highlights Net Revenue was $65.0 million, compared to $67.2 million in Q2 2024. Gross Profit Margin was 51.1%, compared to 49.6% in Q2 2024. GAAP Net Loss from continuing operations was $6.4 million, compared to a net loss of $6.3 million in Q2 2024. EBITDA from continuing operations¹ was $15.9 million, compared to $15.4 million in Q2 2024. Adjusted EBITDA from continuing operations¹ was $16.0 million, compared to $17.3 million in Q2 2024. Adjusted EBITDA Margin from continuing operations¹ was 24.6%, compared to 25.7% in Q2 2024. Net Cash provided from continuing operations was $7.3 million, compared to $16.7 million in Q2 2024, which included an $8.4 million tax refund. Free Cash Flow¹ was $5.0 million, compared to $14.8 million in Q2 2024, which included an $8.4 million tax refund. "In the second quarter of 2025, we made the decision to exit the Michigan market, to reduce existing debt and enable concentrated growth and improved profitability in core markets. Adjusted EBITDA from continuing operations totaled $16 million with Adjusted EBITDA margin of 24.6%. The second quarter marked our 12th consecutive quarter of positive cash flow from continuing operations and 8th consecutive quarter of positive free cash flow. Consistent performance in our three Northeast markets of New Jersey, Maryland, and Pennsylvania were the key drivers of these results. In New Jersey we maintained our market leadership position, in Maryland we are on a $75 million revenue run rate with gross margins in the high 50’s, and in Pennsylvania our retail and wholesale revenue grew sequentially as we move towards potential adult-use in the state," stated Jason Wild, Executive Chairman of TerrAscend. "On the M&A front, we announced a definitive agreement in early May to acquire Union Chill dispensary in New Jersey, a well-situated dispensary with limited competition within a 10-mile radius, which will bring our total dispensaries in the state to four upon regulatory approval. Shortly thereafter, we closed on the Ratio Cannabis acquisition, our first dispensary in Ohio, a recently converted, still nascent adult-use state. Subsequent to the end of the quarter, we completed a $79 million non-dilutive senior secured syndicated term loan, which provides access to an additional uncommitted term loan facility of up to $35 million for strategic M&A and extends all senior secured debt maturities until late 2028. Our business is strong, and our confidence remains high as we continue to work towards further operational efficiencies, expanding our core business, and additional accretive acquisitions in key markets,” concluded Mr. Wild. Financial Summary Q2 2025 and Comparative Periods (in millions of U.S. Dollars) Q2 2025   Q2 2024 Revenue, net   65.0       67.2   Year-over-Year decrease   -3.3 %                   Gross profit   33.2       33.4   Gross profit margin   51.1 %     49.6 %             General & Administrative expenses   21.0       22.6   Share-based compensation expense (included in G&A expenses above)   0.8       2.0   G&A as a % of revenue, net   32.3 %     33.7 %             Net loss from continuing operations   (6.4 )     (6.3 )             EBITDA from continuing operations1   15.9       15.4               Adjusted EBITDA from continuing operations1   16.0       17.3   Adjusted EBITDA Margin from continuing operations1   24.6 %     25.7 %             Net cash provided by operations - continuing operations   7.3       16.7               Free Cash Flow1   5.0       14.8                   Second Quarter 2025 Business and Operational Highlights Announced decision to exit the Michigan market, with plans to sell substantially all Michigan assets in the second half of 2025 and use the net proceeds to pay down existing debt. Achieved 12th consecutive quarter of positive cash flow from continuing operations and 8th consecutive quarter of positive free cash flow. Maintained a leadership position in New Jersey with all three Apothecarium retail locations ranking in the top 15 out of over 220 dispensaries statewide in total units sold.2 Phillipsburg, New Jersey dispensary ranked #3 in the state in unit sales and #2 in revenue.2 Completed expansion of cultivation and manufacturing capabilities at New Jersey facility. Expanded cultivation capacity by 50% at Maryland facility, with first harvest completed in June. Retail revenue increased quarter-over-quarter across all markets. Pennsylvania revenue grew 6.9% quarter-over-quarter. Repurchased 535,000 shares at a weighted average price of USD$0.29 per share during the quarter as part of the $10 million share repurchase program initiated in August of 2024. Closed on acquisition of Ratio Cannabis, a well-situated and profitable dispensary in Ohio. Signed definitive agreement to acquire Union Chill, an $11 million revenue run rate dispensary in New Jersey, which upon closing will bring TerrAscend's total number of dispensaries to four in the state. Subsequent Events Closed on $79 million non-dilutive refinancing extending all senior secured debt maturities until late 2028, with an additional uncommitted term loan facility providing up to $35 million for strategic M&A. 1. EBITDA from continuing operations, Adjusted EBITDA from continuing operations, Adjusted EBITDA margin from continuing operations, and Free Cash Flow are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” below and reconciled to the most directly comparable GAAP measure, at the end of this release.    2. According to LIT Alerts. Second Quarter 2025 Financial Results Net revenue from continuing operations for the second quarter of 2025 was $65.0 million, compared to $67.2 million for the second quarter of 2024, representing a slight decrease year-over-year and in line with the Company’s expectations as communicated on last quarter’s earnings conference call. Retail revenue increased 1.0% year-over-year. The increase in retail revenue was driven by a partial quarter of sales from the recent Ratio acquisition in Ohio, which was offset by price compression in the New Jersey market. Wholesale revenue declined 10.8% year-over-year. Wholesale growth in Maryland was offset by a decline in New Jersey while Pennsylvania remained steady.   Gross profit margin for the second quarter of 2025 was 51.1%, as compared to 49.6% for the second quarter of 2024, driven by continued strong performance in both New Jersey and Maryland. General & Administrative (G&A) expenses for the second quarter of 2025 were $21.0 million, and 32.3% of revenue, compared to $22.6 million, and 33.7% of revenue, in the second quarter of 2024. GAAP Net Loss from continuing operations for the second quarter of 2025 was $6.4 million, compared to a net loss of $6.3 million in the second quarter of 2024. Adjusted EBITDA from continuing operations for the second quarter of 2025 was $16.0 million, or 24.6% of revenue, compared to Adjusted EBITDA from continuing operations of $17.3 million for the second quarter of 2024, or 25.7% of revenue. Balance Sheet and Cash Flow Cash and cash equivalents were $26.7 million as of June 30, 2025. Net cash provided by continuing operations was $7.3 million in the second quarter of 2025, compared to $16.7 million in the second quarter of 2024, which included an $8.4 million tax refund. This represents the Company's twelfth consecutive quarter of positive cash flow from continuing operations. Capex spending was $2.3 million in the second quarter of 2025, mainly related to expansions at the Company's Maryland and New Jersey facilities. The 50% expansion of cultivation in Maryland was completed in April, with first harvest occurring in June. Also, the expanded edibles production and greenhouse expansion in New Jersey were both completed in the second quarter of 2025. Free cash flow was $5.0 million in the second quarter of 2025, compared to $14.8 million in the second quarter of 2024, which included an $8.4 million tax refund, representing the Company's eighth consecutive quarter of positive free cash flow. During the quarter, the Company distributed $1.3 million to its New Jersey minority partners and paid down $0.5 million of debt. Subsequent to quarter end, the Company closed on an upsized senior secured syndicated term loan of $79 million, $68 million of which was used to retire existing indebtedness across other lenders, with the remainder designated for future growth initiatives. As part of this transaction, an additional uncommitted term loan facility in an aggregate principal amount of up to $35 million will be available for future M&A. This transaction extends all senior secured debt maturities until late 2028. It also provides further financial flexibility to execute on the Company’s growth strategy, including organic growth initiatives and strategic M&A. As of June 30, 2025, there were approximately 381 million basic shares of the Company issued and outstanding, including 306 million common shares, 11 million preferred shares as converted, and 63 million exchangeable shares. Additionally, there were 38 million warrants and options outstanding at a weighted average price of $3.77. Conference Call Details TerrAscend will host a conference call today, August 7, 2025, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, and Alisa Campbell, Interim Chief Financial Officer, will host the call starting at 5:00 p.m. Eastern time. A question-and-answer session will follow management's presentation.   Date: Thursday, August 7, 2025 Time: 5:00 p.m. Eastern Time Webcast: https://app.webinar.net/0K9b289Jyd7 Dial-in Number: 1-888-510-2154 Replay: 1-289-819-1450 or 1-888-660-6345       Available until 12:00 midnight Eastern Time on August 21, 2025 Replay Entry Code: 23155#     About TerrAscend TerrAscend is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, Michigan and California through TerrAscend Growth Corp. and retail operations in Canada, TerrAscend operates The Apothecarium, Gage and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns or licenses several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Cookies, Lemonnade, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana, and Valhalla Confections. For more information visit www.terrascend.com. 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 U.S. 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 U.S. 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 press 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, but not limited to, statements with respect to the Company’s expectations with respect to its business outlook, financial profile, and operational efficiencies; its market opportunities, growth prospects in new and existing markets, and M&A strategy; the expected benefits of, and the Company’s ability to execute on, its exit plans in Michigan; and the Company’s expectation of future availability of funds under the uncommitted term loan of up to $35 million. 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 most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and in the section titled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 6, 2025. 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. Definition and Reconciliation of Non-GAAP Measures In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, (gain) loss from revaluation of contingent consideration, unrealized and realized (gain) loss on investments, unrealized and realized foreign exchange (gain) loss, gain on fair value of derivative liabilities, gain on lease termination, and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. 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 GAAP. For more information regarding TerrAscend: Ziad Ghanem Chief Executive Officer [email protected] 689-345-4114 Investor Relations Contact: KCSA Strategic Communications Valter Pinto, Managing Director [email protected] 212-896-1254             TerrAscend Corp. Consolidated Balance Sheets (Amounts expressed in thousands of United States dollars, except for share and per share amounts)               At     At     June 30, 2025     December 31, 2024   Assets           Current assets           Cash and cash equivalents $ 26,672     $ 26,381   Restricted cash   110       606   Accounts receivable, net   19,989       20,224   Investments   992       1,727   Inventory   35,409       39,672   Prepaid expenses and other current assets   4,972       5,123   Assets from discontinued operations, current   44,939       83,155   Total current assets   133,083       176,888   Non-current assets           Property and equipment, net   126,298       124,165   Deposits   168       168   Operating lease right of use assets   28,890       28,755   Intangible assets, net   173,291       169,604   Goodwill   109,770       106,929   Other non-current assets   507       722   Total non-current assets   438,924       430,343   Total assets $ 572,007     $ 607,231               Liabilities and shareholders' equity           Current liabilities           Accounts payable and accrued liabilities $ 37,008     $ 40,349   Deferred revenue   4,080       3,575   Convertible debt   10,221       —   Loans payable   554       6,761   Contingent consideration payable   1,672       3,121   Operating lease liability   1,265       1,322   Derivative liability   178       92   Corporate income tax payable   12,694       11,531   Liabilities from discontinued operations   23,991       24,298   Total current liabilities   91,663       91,049   Non-current liabilities           Loans payable   199,119       183,461   Operating lease liability   31,036       30,664   Derivative liability   —       451   Convertible debt   —       9,114   Deferred income tax liability   9,025       8,428   Contingent consideration payable   —       172   Liability on uncertain tax position   122,692       106,991   Other long term liabilities   85       85   Total non-current liabilities   361,957       339,366   Total liabilities   453,620       430,415   Commitments and contingencies           Shareholders' equity           Share capital           Series A, convertible preferred stock, no par value, unlimited shares authorized; 10,850 and 12,350 shares outstanding as of June 30, 2025 and December 31, 2024, respectively   —       —   Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of June 30, 2025 and December 31, 2024, respectively   —       —   Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 63,492,038 shares outstanding as of June 30, 2025 and December 31, 2024, respectively   —       —   Common shares, no par value, unlimited shares authorized; 306,117,417 and 293,232,131 shares outstanding as of June 30, 2025 and December 31, 2024, respectively   —       —   Treasury stock, no par value; nil and 129,500 shares outstanding as of June 30, 2025 and December 31, 2024, respectively   —       —   Additional paid in capital   957,238       952,463   Accumulated other comprehensive income   2,171       3,011   Accumulated deficit   (841,470 )     (778,514 ) Non-controlling interest   448       (144 ) Total shareholders' equity   118,387       176,816   Total liabilities and shareholders' equity $ 572,007     $ 607,231                   TerrAscend Corp. Consolidated Statements of Operations and Comprehensive Loss (Amounts expressed in thousands of United States dollars, except for share and per share amounts)               For the Three Months Ended     For the Six Months Ended     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024   Revenue, net $ 65,006     $ 67,196     $ 129,309     $ 136,471                           Cost of sales   31,771       33,837       61,393       68,942                           Gross profit   33,235       33,359       67,916       67,529                           Operating expenses:                       General and administrative   20,980       22,632       42,129       43,709   Amortization and depreciation   1,284       1,258       2,573       2,553   Impairment of property and equipment and right of use assets   —       —       —       2,438   Other operating income   —       (1,169 )     —       (1,169 ) Total operating expenses   22,264       22,721       44,702       47,531                           Income from operations   10,971       10,638       23,214       19,998                           Other expense (income)                       Finance and other expenses   8,747       8,561       17,082       16,803   Unrealized and realized (gain) loss on investments   (7 )     227       735       227   (Gain) loss from revaluation of contingent consideration   (34 )     1,827       346       3,220   Gain on fair value of derivative liabilities   (279 )     (2,922 )     (376 )     (1,939 ) Unrealized and realized foreign exchange (gain) loss   (648 )     104       (607 )     389   Income from continuing operations before provision for income taxes   3,192       2,841       6,034       1,298   Provision for income taxes   9,598       9,126       20,105       16,779   Net loss from continuing operations $ (6,406 )   $ (6,285 )   $ (14,071 )   $ (15,481 )                         Discontinued operations:                       (Loss) income from discontinued operations, net of tax $ (41,701 )   $ 48     $ (46,305 )   $ (5,607 ) Net loss $ (48,107 )   $ (6,237 )   $ (60,376 )   $ (21,088 )                         Foreign currency translation adjustment   854       (260 )     840       (658 ) Comprehensive loss $ (48,961 )   $ (5,977 )   $ (61,216 )   $ (20,430 )                         Net loss from continuing operations attributable to:                       Common and proportionate Shareholders of the Company $ (7,684 )   $ (8,228 )   $ (16,651 )   $ (19,628 ) Non-controlling interests $ 1,278     $ 1,943     $ 2,580     $ 4,147                           Comprehensive loss attributable to:                       Common and proportionate Shareholders of the Company $ (50,239 )   $ (7,920 )   $ (63,796 )   $ 24,577   Non-controlling interests $ 1,278     $ 1,943     $ 2,580     $ 4,147                           Net loss per share - basic & diluted:                       Continuing operations $ (0.03 )   $ (0.03 )   $ (0.06 )   $ (0.07 ) Discontinued operations   (0.14 )     —       (0.16 )     (0.02 ) Net loss per share - basic & diluted $ (0.17 )   $ (0.03 )   $ (0.22 )   $ (0.09 ) Weighted average number of outstanding common shares - basic & diluted   299,087,022       291,488,661       296,137,440       291,053,614                                   TerrAscend Corp. Consolidated Statements of Cash Flows (Amounts expressed in thousands of United States dollars, except for share and per share amounts)         For the Six Months Ended     June 30, 2025     June 30, 2024   Operating activities           Net loss from continuing operations $ (14,071 )   $ (15,481 ) Adjustments to reconcile net loss to net cash provided by operating activities           Accretion expense   4,306       7,862   Depreciation of property and equipment and amortization of intangible assets   7,729       7,576   Amortization of operating right-of-use assets   805       777   Share-based compensation   2,293       3,445   Deferred income tax expense (recovery)   597       (415 ) Gain on fair value of derivative liabilities   (376 )     (1,939 ) Unrealized and realized loss on investments   735       227   Loss from revaluation of contingent consideration   346       3,220   Provision for expected credit loss   673       —   Unrealized and realized foreign exchange (gain) loss   (607 )     389   Impairment and other   (5 )     1,269   Changes in operating assets and liabilities           Receivables   (511 )     1,517   Inventory   4,580       1,400   Accounts payable and accrued liabilities   (5,046 )     (4,289 ) Income taxes paid and tax related liabilities   16,862       25,238   Prepaid expense and other current assets   79       (52 ) Other assets and liabilities   90       2,572   Net cash provided by operating activities - continuing operations   18,479       33,316   Net cash used in operating activities - discontinued operations   (7,658 )     (7,177 ) Net cash provided by operating activities   10,821       26,139               Investing activities           Investment in property and equipment   (4,650 )     (4,094 ) Interest received on investment in note receivable   123       —   Investment in intangible assets   (726 )     (699 ) Cash portion of consideration paid in acquisitions, net of cash acquired   (5,128 )     (250 ) Net cash used in investing activities - continuing operations   (10,381 )     (5,043 ) Net cash (used in) provided by investing activities - discontinued operations   (737 )     200   Net cash used in investing activities   (11,118 )     (4,843 )             Financing activities           Proceeds from loan payable, net of transaction costs   5,000       3,137   Loan principal paid   (1,966 )     (16,306 ) Capital distributions paid to non-controlling interests   (1,988 )     (1,564 ) Payment for contingent consideration   (386 )     —   Payments made for financing obligations and finance lease   —       (271 ) Repurchases of common shares   (377 )     —   Net cash provided by (used in) financing activities- continuing operations   283       (15,004 ) Net cash used in financing activities- discontinued operations   —       (1,538 ) Net cash provided by (used in) financing activities   283       (16,542 )             Net (decrease) increase in cash and cash equivalents and restricted cash during the period   (14 )     4,754   Net effects of foreign exchange   (191 )     390   Cash and cash equivalents and restricted cash, beginning of the period   26,987       25,347   Cash and cash equivalents and restricted cash, end of the period $ 26,782     $ 30,491                   TerrAscend Corp. Reconciliation of GAAP to Non-GAAP Financial Measures (Amounts expressed in thousands of United States dollars, except for share and per share amounts) The table below reconciles net loss to EBITDA and Adjusted EBITDA:         For the Three Months Ended     June 30, 2025     June 30, 2024   Net loss   (48,107 )     (6,237 ) Loss from discontinued operations   41,701       (48 ) Loss from continued operations   (6,406 )     (6,285 )             Add (deduct) the impact of:           Provision for income taxes   9,598       9,126   Finance expenses   8,962       8,745   Amortization and depreciation   3,784       3,780   EBITDA   15,938       15,366   Add (deduct) the impact of:           Share-based compensation   779       1,960   Unrealized and realized (gain) loss on investments   (7 )     227   (Gain) loss from revaluation of contingent consideration   (34 )     1,827   Gain on fair value of derivative liabilities   (279 )     (2,922 ) Unrealized and realized foreign exchange (gain) loss   (648 )     104   Gain on lease termination   —       (1,169 ) Other one-time items   267       1,879   Adjusted EBITDA $ 16,016     $ 17,272   Adjusted EBITDA Margin   24.6 %     25.7 %                 The table below reconciles Net cash provided by operating activities to Free Cash Flow:   For the Three Months Ended     June 30, 2025     June 30, 2024   Net cash provided by operating activities - continuing operations $ 7,300     $ 16,684   Capital expenditures for property and equipment   (2,292 )     (1,914 ) Free Cash Flow $ 5,008     $ 14,770