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TerrAscend Reports Second Quarter 2025 Financial Results

Net Revenue totaled $65 million and Gross Profit Margin was 51.1% from continuing operations, excluding Michigan

12^th consecutive quarter of positive Cash Flow from continuing operations and 8^th consecutive quarter of positive Free Cash Flow鹿

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鈥檚 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 operations鹿 was $15.9 million, compared to $15.4 million in Q2 2024.
• Adjusted EBITDA from continuing operations鹿 was $16.0 million, compared to $17.3 million in Q2 2024.
• Adjusted EBITDA Margin from continuing operations鹿 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 Flow鹿 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鈥檚, 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,鈥� concluded Mr. Wild.

Financial Summary Q2 2025 and Comparative Periods

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 鈥淒efinition and Reconciliation of Non-GAAP Measures鈥� below and reconciled to the most directly comparable GAAP measure, at the end of this release. 听听
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鈥檚 expectations as communicated on last quarter鈥檚 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.听听

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鈥檚 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.

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鈥檚 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 .

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鈥檚 operations and financial performance.

Forward-Looking Information

This press release contains 鈥渇orward-looking information鈥� 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, 鈥渕ay鈥�, 鈥渨ould鈥�, 鈥渃ould鈥�, 鈥渨ill鈥�, 鈥渓ikely鈥�, 鈥渆xpect鈥�, 鈥渁nticipate鈥�, 鈥渂elieve, 鈥渋ntend鈥�, 鈥減lan鈥�, 鈥渇orecast鈥�, 鈥減roject鈥�, 鈥渆stimate鈥�, 鈥渙utlook鈥� and other similar expressions, and include, but not limited to, statements with respect to the Company鈥檚 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鈥檚 ability to execute on, its exit plans in Michigan; and the Company鈥檚 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鈥檚 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鈥檚 most recently filed MD&A, filed with the Canadian securities regulators and available under the Company鈥檚 profile on SEDAR+ at www.sedarplus.ca and in the section titled 鈥淩isk Factors鈥� in the Company鈥檚 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鈥檚 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

The table below reconciles Net cash provided by operating activities to Free Cash Flow: