UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 05, 2026 |
TerrAscend Corp.
(Exact name of Registrant as Specified in Its Charter)
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Canada |
000-56363 |
Not applicable |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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77 City Centre Drive Suite 501 |
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Mississauga, Ontario, Canada |
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L5B 1M5 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 844 628-3100 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)* |
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Name of each exchange on which registered
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N/A |
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TSNDF |
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N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
* The registrant’s common shares, no par value, trade over-the-counter on OTCQX Best Market under the trading symbol “TSNDF”.
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, TerrAscend Corp. (the “Company”) issued a press release announcing its financial results and business highlights for the third quarter ended September 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth under this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
99.1 |
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Press Release, dated November 5, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
TerrAscend Reports Third Quarter 2026 Financial Results
Q3 2026 Net Revenue of $68.2 Million, Up 4.8% Year-Over-Year
Q3 2026 Gross Profit Margin of 52.3%, Up 20 Basis Points Year-Over-Year
Q3 2026 Net Cash Provided from Continuing Operations of $8.8 Million, Representing 17.7% Operating Cash Flow Yield1
Q3 2026 Free Cash Flow¹ of $6.1 Million, Representing 14.0% Free Cash Flow Yield1
17th Consecutive Quarter of Positive Cash Flow from Continuing Operations and 13th Consecutive Quarter of Positive Free Cash Flow¹
TORONTO, November 5, 2026 – TerrAscend Corp. (“TerrAscend” or the "Company") (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis operator, today reported its financial results for the third quarter ended September 30, 2026. 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.
Third Quarter 2026 Financial Highlights
•Net Revenue of $68.2 million, compared to $65.1 million in the third quarter of 2025
•Gross Profit Margin of 52.3%, compared to 52.1% in the third quarter of 2025
•GAAP Net Loss from continuing operations was $5.5 million, compared to $9.9 million in the third quarter of 2025
•EBITDA¹ from continuing operations was $20.2 million, compared to $14.3 million in the third quarter of 2025
•Adjusted EBITDA¹ from continuing operations was $17.5 million, compared to $17.0 million in the third quarter of 2025
•Net Cash provided from continuing operations was $8.8 million, compared to $7.1 million in the third quarter of 2025
•Free Cash Flow¹ was $6.1 million, compared to $4.9 million in the third quarter of 2025
“We delivered growth in revenue, gross margin and EBITDA during the quarter, while marking our 17th consecutive quarter of positive operating cash flow and 13th consecutive quarter of positive free cash flow,” said Jason Wild, Executive Chairman of TerrAscend. “We remain focused on driving top-tier adjusted EBITDA margins, and I am incredibly proud of our team’s continued execution. These results underscore the strength and resilience of our business, as well as our ability to consistently deliver compelling financial performance.”
Mr. Wild added, “In late September, we completed our acquisition of Aunt Mary’s, our fifth dispensary in New Jersey, which generates more than $10 million in annualized revenue and is immediately accretive to EBITDA and cash flow. Our strong balance sheet, access to capital through our term loan facility and free cash flow generation provide the fuel to pursue additional growth opportunities. We are actively evaluating several attractive assets, and I look forward to sharing further updates in the coming weeks.”
Financial Summary Q3 2026 and Comparative Periods
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(in millions of U.S. Dollars) |
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Q3 2026 |
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Q3 2025 |
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Revenue, net |
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68.2 |
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65.1 |
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Year-over-Year increase |
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4.8 |
% |
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Gross profit |
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35.7 |
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33.9 |
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Gross profit margin |
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52.3 |
% |
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52.1 |
% |
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General & Administrative expenses |
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24.0 |
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21.3 |
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Share-based compensation expense (included in G&A expenses above) |
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0.7 |
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1.4 |
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G&A as a % of revenue, net |
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35.2 |
% |
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32.8 |
% |
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Net loss from continuing operations |
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(5.5 |
) |
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(9.9 |
) |
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EBITDA from continuing operations1 |
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20.2 |
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14.3 |
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Adjusted EBITDA from continuing operations1 |
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17.5 |
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17.0 |
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Adjusted EBITDA Margin from continuing operations1 |
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25.6 |
% |
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26.1 |
% |
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Net cash provided by operations - continuing operations |
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8.8 |
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7.1 |
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Free Cash Flow1 |
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6.1 |
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4.9 |
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Third Quarter 2026 Business and Operational Highlights
•Appointed Ziad Ghanem, President and Chief Executive Officer of TerrAscend, to the Board of Directors.
•Closed on the Aunt Mary's transaction, adding a high-performing dispensary in Flemington, New Jersey.
•Board of Directors authorized the Company to renew and replenish its normal course issuer bid (“NCIB”) to repurchase up to the lesser of 10,000,000 of the Company’s common shares (“Shares”) or USD $10 million of the Shares, from time to time over a 12-month period.
•Shareholders approved a share consolidation at the Company’s August 24, 2026 Special Meeting, completing a key step in the Company’s preparation for a potential listing on a major U.S. stock exchange.
•Maintained a leading position in New Jersey, gaining in both sales and market share across key product categories2.
•In Maryland, revenue grew both sequentially and year-over-year.
•Delivered 12% same store sales growth and 31% increase in wholesale revenue in Pennsylvania, driving overall revenue growth of 16.8% year-over-year with five of six Apothecarium locations ranking among the top 15 stores in the state2.
•Launched the One brand in New Jersey and Maryland and the Cuue brand in New Jersey.
1. EBITDA from continuing operations, Adjusted EBITDA from continuing operations, Adjusted EBITDA margin from continuing operations, Free Cash Flow, and Free Cash Flow Yield 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. Operating Cash Flow Yield of 17.7% and Free Cash Flow Yield of 14.0% are calculated by taking Net Cash Provided from Continuing Operations and Free Cash Flow on a trailing twelve-month basis and dividing by the market value of the Company’s outstanding and exchangeable shares as of September 30, 2026.
2. Source: LIT Alerts
3. Source: BDSA
Third Quarter 2026 Financial Results
Net revenue for the third quarter of 2026 was $68.2 million, compared to $65.1 million for the third quarter of 2025. The year-over-year improvement was primarily driven by strong retail and wholesale growth in Pennsylvania.
Gross profit margin for the third quarter of 2026 was 52.3%, as compared to 52.1% for the third quarter of 2025.
G&A expenses for the third quarter of 2026 were $24.0 million and 35.2% of revenue, compared to $21.3 million and 32.8% of revenue for the third quarter of 2025.
GAAP net loss from continuing operations for the third quarter of 2026 was $5.5 million, compared to a net loss from continuing operations of $9.9 million for the third quarter of 2025.
Adjusted EBITDA from continuing operations was $17.5 million for the third quarter of 2026, or 25.6% of revenue, compared to $17.0 million for the third quarter of 2025, or 26.1% of revenue.
Balance Sheet and Cash Flow
Cash and cash equivalents were $42.5 million as of September 30, 2026. Net cash provided by operations in the third quarter of 2026 was $8.8 million. This represents the Company’s seventeenth consecutive quarter of positive cash flow from operations.
Capital expenditures were $2.7 million in the third quarter of 2026, primarily related to ongoing cultivation and facility optimization projects. Free cash flow was $6.1 million in the third quarter of 2026, representing the thirteenth consecutive quarter of positive free cash flow.
As of September 30, 2026, there were approximately 383 million basic shares of the Company issued and outstanding, including 308 million common shares, 11 million preferred shares as converted, and 63 million exchangeable shares. Additionally, there were 23 million warrants outstanding at a weighted average price of $4.24 USD per share. During the nine-month period ended September 30, 2026, the Company completed the repurchase of 1,013,000 shares through its normal course issuer bid.
Conference Call Details
TerrAscend will host a conference call today, Thursday, November 5, 2026, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, and Eric Jackson, Chief Financial Officer, will host the call at 5:00 p.m. Eastern Time. A question-and-answer session will follow management's presentation.
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CONFERENCE CALL DETAILS |
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Date: |
Thursday, November 5, 2026 |
Time: |
5:00 p.m. Eastern Time |
Webcast: |
https://app.webinar.net/0Gmb21Rzldp |
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 Thursday, November 19, 2026 Replay Entry Code: 25431 # |
About TerrAscend Corp.
TerrAscend Corp. is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, and California through TerrAscend Growth Corp. and retail operations in Canada. TerrAscend operates The Apothecarium 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 The Apothecarium, Cookies, Kind Tree, Legend, State Flower, Wana, Cuue, One and Valhalla. 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. On April 23, 2026, the U.S. Department of Justice issued a final rule rescheduling marijuana contained in United States Food and Drug Administration (“FDA”)-approved drug products and marijuana subject to a state medical marijuana license from Schedule I to Schedule III of the Controlled Substances Act (“CSA”), which became effective on April 28, 2026. However, any form of marijuana other than in an FDA-approved drug product or
marijuana subject to a state medical marijuana license remains a Schedule I controlled substance under the CSA, and those who handle such material remain subject to the regulatory controls and administrative, civil, and criminal sanctions applicable to Schedule I controlled substances. 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 the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.
Forward-Looking Information and Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements and forward-looking information are intended to be covered by the safe harbor provisions for forward-looking statements contained in those sections and the Private Securities Litigation Reform Act of 1995. 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 are not limited to, the anticipated impact of cannabis-related regulatory developments, including the possibility that such regulatory developments may, over time, expand access to institutional capital and provide public multi-state operators like TerrAscend with a pathway toward a potential listing on the NASDAQ or NYSE; the Company's expectations regarding the status and timing of its listing applications with major U.S. stock exchanges; 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; statements with respect to the expected outcomes resulting from the Aunt Mary’s dispensary transaction, , the expected financial contribution of the acquisition, including anticipated EBITDA and free cash flow accretion, TerrAscend’s ability to vertically integrate the dispensary and improve margins; TerrAscend’s continued retail expansion strategy in New Jersey; and the Company's share repurchase program and capital allocation priorities. Forward-looking information and forward-looking statements are not a guarantee of future performance and are 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 and forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking information and forward-looking statements 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 and forward-looking statements are 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 and forward-looking statements. Such risks and uncertainties include, but are not limited to, whether the Company elects to make any share repurchases in connection with the normal course issuer bid, current and future market conditions; the Company’s ability to execute on its business strategy, drive efficiency, and achieve profitability and growth targets; the Company’s ability to continue generating positive cash flow from operations; the impact and scope of the rescheduling of cannabis, including the distinction between medical and adult-use cannabis and the ongoing nature of the broader rescheduling process; 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, 2025 filed with the Securities and Exchange Commission on March 12, 2026, as updated by its Quarterly Reports on Form 10-Q.
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 or forward-looking statements, 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 non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, and Free Cash Flow Yield. 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 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, (ii) Free Cash Flow Yield by taking Free cash flow on a trailing twelve-month basis and dividing by the market value of the Company’s outstanding and exchangeable shares, which management believes provides investors with important information regarding cash generation relative to the Company’s market valuation, and (iii) EBITDA and Adjusted EBITDA as net loss, adjusted in each case to exclude provision for income taxes, finance expenses, and amortization and depreciation, and further adjusted for Adjusted EBITDA to exclude share-based compensation, loss on extinguishment of debt, (gain) loss on fair value of derivative liabilities, unrealized and realized foreign exchange loss, unrealized and realized loss on investments, gain on lease termination, gain from revaluation of contingent consideration, and certain other one-time items, which management believes are 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. Investors are encouraged to review the reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure set forth below.
The Company believes EBITDA and Adjusted EBITDA are useful performance measures to assess the performance of the Company as they provide more meaningful ongoing operating results by excluding the effects of expenses that are not reflective of the Company’s underlying business performance and other one-time or non-recurring expenses.
For more information regarding the Company:
Eric Jackson
Chief Financial Officer
IR@terrascend.com
614-783-6506
Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
TerrAscend@KCSA.com
212-896-1254
TerrAscend Corp.
Consolidated Balance Sheets
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)
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At |
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At |
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September 30, 2026 |
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December 31, 2025 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
42,543 |
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$ |
37,414 |
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Restricted cash |
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— |
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110 |
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Accounts receivable, net |
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14,165 |
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16,898 |
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Investments |
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91 |
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362 |
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Inventory |
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37,747 |
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34,054 |
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Prepaid expenses and other current assets |
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14,899 |
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8,557 |
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Assets from discontinued operations, current |
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— |
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12,713 |
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Total current assets |
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109,445 |
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110,108 |
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Non-current assets |
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Property and equipment, net |
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122,234 |
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129,932 |
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Deposits |
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— |
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60 |
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Operating lease right of use assets |
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27,422 |
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26,691 |
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Intangible assets, net |
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179,162 |
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167,310 |
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Goodwill |
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118,794 |
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109,770 |
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Other non-current assets |
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733 |
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13,508 |
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Total non-current assets |
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448,345 |
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447,271 |
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Total assets |
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$ |
557,790 |
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$ |
557,379 |
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Liabilities and shareholders' equity |
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Current liabilities |
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Accounts payable and accrued liabilities |
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$ |
33,945 |
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$ |
39,807 |
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Deferred revenue |
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4,631 |
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3,993 |
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Convertible debt |
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— |
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10,355 |
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Loans payable |
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13,622 |
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|
5,322 |
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Operating lease liability |
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1,180 |
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|
1,511 |
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Derivative liability |
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— |
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|
967 |
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Corporate income tax payable |
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3,570 |
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|
5,360 |
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Liabilities from discontinued operations |
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— |
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12,616 |
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Total current liabilities |
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56,948 |
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79,931 |
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Non-current liabilities |
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Loans payable |
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185,197 |
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|
203,846 |
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Operating lease liability |
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29,856 |
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|
28,555 |
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Derivative liability |
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11,988 |
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|
2,221 |
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Convertible debt |
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18,302 |
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|
|
6,896 |
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Deferred income tax liability |
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13,392 |
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|
8,025 |
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Liability on uncertain tax position |
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163,541 |
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128,798 |
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Other long-term liabilities |
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|
86 |
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|
86 |
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Total non-current liabilities |
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422,362 |
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378,427 |
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Total liabilities |
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479,310 |
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458,358 |
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Commitments and contingencies |
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Shareholders' equity |
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Share capital |
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Series A, convertible preferred stock, no par value, unlimited shares authorized; 10,725 and 10,725 shares outstanding as of September 30, 2026 and December 31, 2025, respectively |
|
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— |
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|
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— |
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Series B, convertible preferred stock, no par value, unlimited shares authorized; 600 and 600 shares outstanding as of September 30, 2026 and December 31, 2025, respectively |
|
|
— |
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— |
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Exchangeable shares, no par value, unlimited shares authorized; 63,492,038 and 63,492,038 shares outstanding as of September 30, 2026 and December 31, 2025, respectively |
|
|
— |
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— |
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Common shares, no par value, unlimited shares authorized; 308,421,051 and 308,532,518 shares outstanding as of September 30, 2026 and December 31, 2025, respectively |
|
|
— |
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|
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— |
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Treasury stock, no par value; nil and nil shares outstanding as of September 30, 2026 and December 31, 2025, respectively |
|
|
— |
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|
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— |
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Additional paid in capital |
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|
960,154 |
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|
|
960,241 |
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Accumulated other comprehensive income |
|
|
2,458 |
|
|
|
1,986 |
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Accumulated deficit |
|
|
(889,561 |
) |
|
|
(864,742 |
) |
Non-controlling interest |
|
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5,429 |
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|
|
1,536 |
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Total shareholders' equity |
|
|
78,480 |
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|
|
99,021 |
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Total liabilities and shareholders' equity |
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$ |
557,790 |
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|
$ |
557,379 |
|
TerrAscend Corp.
Consolidated Statements of Operations and Comprehensive Loss
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)
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|
|
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|
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For the Three Months Ended |
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For the Nine Months Ended |
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September 30, 2026 |
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September 30, 2025 |
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September 30, 2026 |
|
|
September 30, 2025 |
|
Revenue, net |
|
$ |
68,210 |
|
|
$ |
65,101 |
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|
|
$ |
200,868 |
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|
$ |
194,410 |
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|
|
|
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|
|
|
|
|
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Cost of sales |
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32,536 |
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|
31,176 |
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|
|
|
94,342 |
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|
|
92,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
35,674 |
|
|
|
33,925 |
|
|
|
|
106,526 |
|
|
|
101,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
24,008 |
|
|
|
21,327 |
|
|
|
|
68,357 |
|
|
|
63,456 |
|
Amortization and depreciation |
|
|
1,399 |
|
|
|
1,457 |
|
|
|
|
4,232 |
|
|
|
4,030 |
|
Other operating (income) expense |
|
|
(15 |
) |
|
|
— |
|
|
|
|
21 |
|
|
|
— |
|
Total operating expenses |
|
|
25,392 |
|
|
|
22,784 |
|
|
|
|
72,610 |
|
|
|
67,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
10,282 |
|
|
|
11,141 |
|
|
|
|
33,916 |
|
|
|
34,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and other expenses |
|
|
8,611 |
|
|
|
8,952 |
|
|
|
|
26,746 |
|
|
|
26,034 |
|
Unrealized and realized loss on investments |
|
|
— |
|
|
|
1 |
|
|
|
|
271 |
|
|
|
736 |
|
(Gain) loss on fair value of derivative liabilities |
|
|
(4,809 |
) |
|
|
723 |
|
|
|
|
(5,041 |
) |
|
|
347 |
|
Gain from revaluation of contingent consideration |
|
|
— |
|
|
|
(1,171 |
) |
|
|
|
— |
|
|
|
(825 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
1,432 |
|
|
|
|
— |
|
|
|
1,432 |
|
Unrealized and realized foreign exchange loss (gain) |
|
|
58 |
|
|
|
77 |
|
|
|
|
569 |
|
|
|
(530 |
) |
Income from continuing operations before provision for income taxes |
|
|
6,422 |
|
|
|
1,127 |
|
|
|
|
11,371 |
|
|
|
7,162 |
|
Provision for income taxes |
|
|
11,888 |
|
|
|
11,034 |
|
|
|
|
33,725 |
|
|
|
31,139 |
|
Net loss from continuing operations |
|
$ |
(5,466 |
) |
|
$ |
(9,907 |
) |
|
|
$ |
(22,354 |
) |
|
$ |
(23,977 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of tax |
|
$ |
— |
|
|
$ |
(14,647 |
) |
|
|
$ |
828 |
|
|
$ |
(60,952 |
) |
Net loss |
|
$ |
(5,466 |
) |
|
$ |
(24,554 |
) |
|
|
$ |
(21,526 |
) |
|
$ |
(84,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
147 |
|
|
|
3 |
|
|
|
|
(472 |
) |
|
|
843 |
|
Comprehensive loss |
|
$ |
(5,613 |
) |
|
$ |
(24,557 |
) |
|
|
$ |
(21,054 |
) |
|
$ |
(85,772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common and proportionate Shareholders of the Company |
|
$ |
(6,598 |
) |
|
$ |
(11,112 |
) |
|
|
$ |
(25,648 |
) |
|
$ |
(27,762 |
) |
Non-controlling interests |
|
$ |
1,132 |
|
|
$ |
1,205 |
|
|
|
$ |
3,294 |
|
|
$ |
3,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common and proportionate Shareholders of the Company |
|
$ |
(6,745 |
) |
|
$ |
(25,762 |
) |
|
|
$ |
(24,348 |
) |
|
$ |
(89,557 |
) |
Non-controlling interests |
|
$ |
1,132 |
|
|
$ |
1,205 |
|
|
|
$ |
3,294 |
|
|
$ |
3,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share - basic & diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.02 |
) |
|
$ |
(0.04 |
) |
|
|
$ |
(0.08 |
) |
|
$ |
(0.09 |
) |
Discontinued operations |
|
|
0.00 |
|
|
|
(0.05 |
) |
|
|
|
— |
|
|
|
(0.20 |
) |
Net loss per share - basic & diluted (1) |
|
$ |
(0.02 |
) |
|
$ |
(0.08 |
) |
|
|
$ |
(0.08 |
) |
|
$ |
(0.30 |
) |
Weighted average number of outstanding common shares - basic & diluted |
|
|
308,974,018 |
|
|
|
306,302,270 |
|
|
|
|
308,959,150 |
|
|
|
299,550,448 |
|
TerrAscend Corp.
Consolidated Statements of Cash Flows
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
Operating activities |
|
|
|
|
|
Net loss from continuing operations |
$ |
(22,354 |
) |
|
$ |
(23,977 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
Accretion and accrued interest |
|
7,416 |
|
|
|
6,128 |
|
Depreciation of property and equipment and amortization of intangible assets |
|
11,996 |
|
|
|
11,663 |
|
Amortization of operating right-of-use assets |
|
1,056 |
|
|
|
1,208 |
|
Share-based compensation |
|
2,460 |
|
|
|
3,659 |
|
Deferred income tax expense |
|
326 |
|
|
|
291 |
|
(Gain) loss on fair value of derivative liabilities |
|
(5,041 |
) |
|
|
347 |
|
Unrealized and realized loss on investments |
|
271 |
|
|
|
736 |
|
Gain from revaluation of contingent consideration |
|
— |
|
|
|
(825 |
) |
Provision for expected credit loss |
|
1,059 |
|
|
|
988 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
1,432 |
|
Unrealized and realized foreign exchange loss (gain) |
|
569 |
|
|
|
(530 |
) |
Impairment and other |
|
709 |
|
|
|
(5 |
) |
Changes in operating assets and liabilities |
|
|
|
|
|
Receivables |
|
1,651 |
|
|
|
2,084 |
|
Inventory |
|
(3,362 |
) |
|
|
6,056 |
|
Accounts payable and accrued liabilities |
|
(3,209 |
) |
|
|
(5,336 |
) |
Income taxes paid and tax related liabilities |
|
32,713 |
|
|
|
22,027 |
|
Prepaid expense and other current assets |
|
(1,048 |
) |
|
|
49 |
|
Other assets and liabilities |
|
(347 |
) |
|
|
(396 |
) |
Net cash provided by operating activities - continuing operations |
|
24,865 |
|
|
|
25,599 |
|
Net cash used in operating activities - discontinued operations |
|
(971 |
) |
|
|
(12,085 |
) |
Net cash provided by operating activities |
|
23,894 |
|
|
|
13,514 |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Investment in property and equipment |
|
(5,193 |
) |
|
|
(6,898 |
) |
Investment in note receivable, net of interest received |
|
1,793 |
|
|
|
165 |
|
Investment in intangible assets |
|
(44 |
) |
|
|
(726 |
) |
Cash portion of consideration paid in acquisition, net of cash received |
|
(8,755 |
) |
|
|
(5,128 |
) |
Refund of deposit for business acquisition |
|
3,400 |
|
|
|
— |
|
Net cash used in investing activities - continuing operations |
|
(8,799 |
) |
|
|
(12,587 |
) |
Net cash provided by (used in) investing activities - discontinued operations |
|
1,293 |
|
|
|
(877 |
) |
Net cash used in investing activities |
|
(7,506 |
) |
|
|
(13,464 |
) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Proceeds from loan payable, net of transaction costs |
|
— |
|
|
|
78,944 |
|
Loan principal paid, including exit fees |
|
(16,524 |
) |
|
|
(66,131 |
) |
Capital distributions paid to non-controlling interests |
|
(4,188 |
) |
|
|
(2,046 |
) |
Payment for contingent consideration |
|
— |
|
|
|
(386 |
) |
Proceeds from convertible debentures, net of issuance costs |
|
18,967 |
|
|
|
— |
|
Convertible debentures principal paid |
|
(8,630 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
87 |
|
|
|
— |
|
Repurchases of common shares |
|
(1,025 |
) |
|
|
(377 |
) |
Net cash (used in) provided by financing activities - continuing operations |
|
(11,313 |
) |
|
|
10,004 |
|
Net cash used in financing activities - discontinued operations |
|
(200 |
) |
|
|
— |
|
Net cash (used in) provided by financing activities |
|
(11,513 |
) |
|
|
10,004 |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents and restricted cash during the period |
|
4,875 |
|
|
|
10,054 |
|
Net effects of foreign exchange |
|
144 |
|
|
|
(415 |
) |
Cash and cash equivalents and restricted cash, beginning of the period |
|
37,524 |
|
|
|
26,987 |
|
Cash and cash equivalents and restricted cash, end of the period |
$ |
42,543 |
|
|
$ |
36,626 |
|
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 |
|
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
Net loss |
|
|
(5,466 |
) |
|
|
(24,554 |
) |
(Loss) income from discontinued operations |
|
|
— |
|
|
|
14,647 |
|
Loss from continued operations |
|
|
(5,466 |
) |
|
|
(9,907 |
) |
|
|
|
|
|
|
|
Add (deduct) the impact of: |
|
|
|
|
|
|
Provision (benefit) for income taxes |
|
|
11,888 |
|
|
|
11,034 |
|
Finance expenses |
|
|
9,843 |
|
|
|
9,243 |
|
Amortization and depreciation |
|
|
3,975 |
|
|
|
3,934 |
|
EBITDA from continuing operations |
|
|
20,240 |
|
|
|
14,304 |
|
Add (deduct) the impact of: |
|
|
|
|
|
|
Share-based compensation |
|
|
747 |
|
|
|
1,366 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
1,432 |
|
(Gain) loss on fair value of derivative liabilities |
|
|
(4,809 |
) |
|
|
723 |
|
Unrealized and realized foreign exchange loss |
|
|
58 |
|
|
|
77 |
|
Unrealized and realized loss on investments |
|
|
— |
|
|
|
1 |
|
Gain on lease termination |
|
|
(15 |
) |
|
|
— |
|
Gain from revaluation of contingent consideration |
|
|
— |
|
|
|
(1,171 |
) |
Other one-time items |
|
|
1,269 |
|
|
|
266 |
|
Adjusted EBITDA from continuing operations |
|
$ |
17,490 |
|
|
$ |
16,998 |
|
Adjusted EBITDA Margin from continuing operations |
|
|
25.6 |
% |
|
|
26.1 |
% |
The table below reconciles Net cash provided by operating activities to Free Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
Net cash provided by operating activities - continuing operations |
|
$ |
8,828 |
|
|
$ |
7,120 |
|
Capital expenditures for property and equipment |
|
|
(2,689 |
) |
|
|
(2,248 |
) |
Free Cash Flow |
|
$ |
6,139 |
|
|
$ |
4,872 |
|
The table below reconciles Net cash provided by operating activities to Free Cash Flow Yield:
|
|
|
|
|
|
|
Trailing Twelve Months Ended September 30, 2026 |
|
Net cash provided by operating activities - continuing operations |
|
$ |
33,192 |
|
Capital expenditures for property and equipment |
|
|
(6,909 |
) |
Free Cash Flow |
|
$ |
26,283 |
|
|
|
|
|
Market capitalization as of September 30, 2026 |
|
$ |
187,816 |
|
|
|
|
|
Operating Cash Flow Yield |
|
|
17.7 |
% |
Free Cash Flow Yield |
|
|
14.0 |
% |
