TerrAscend (TSX: TSND, OTC: TSNDF) highlights Q1 2026 cash flow and margins
Rhea-AI Filing Summary
TerrAscend Corp. reported first quarter 2026 net revenue of $65.5 million, up slightly from $64.3 million a year earlier, with a gross profit margin of 52.8%. The company posted a GAAP net loss from continuing operations of $6.8 million, similar to the prior-year loss.
Profitability on a cash and adjusted basis was stronger: Adjusted EBITDA from continuing operations was $17.4 million, a 26.5% margin, while free cash flow was $7.8 million, marking the 11th consecutive quarter of positive free cash flow and 15th of positive operating cash flow. TerrAscend ended the quarter with $39.1 million in cash and cash equivalents and continued to gain retail share in key states such as New Jersey, Maryland, and Pennsylvania. Management highlighted the U.S. Department of Justice’s rescheduling of certain medical cannabis to Schedule III, which they believe removes the 280E tax burden on medical cannabis and could, over time, support better profitability, balance sheet strength, and potential access to major U.S. exchanges.
Positive
- None.
Negative
- None.
Insights
Q1 shows steady revenue, strong cash generation, and regulatory tailwinds, but earnings remain negative.
TerrAscend delivered Q1 2026 net revenue of $65.5M, essentially flat sequentially and modestly higher year over year. Gross profit margin was a solid 52.8%, while G&A ran at 32.8% of revenue, reflecting ongoing cost discipline and slightly leaner overhead versus Q4 2025.
Despite these operating strengths, the company recorded a $6.8M GAAP net loss from continuing operations. However, on an adjusted basis, it generated $17.4M Adjusted EBITDA from continuing operations at a 26.5% margin and $7.8M in free cash flow, extending a long streak of positive operating cash flow.
Management points to the U.S. Department of Justice’s move to reclassify state-licensed medical cannabis to Schedule III, which they say eliminates the 280E tax burden on medical cannabis and may support improved profitability and access to institutional capital over time. Future filings covering periods after the March 31, 2026 quarter-end will show how these regulatory changes translate into reported tax expense, cash flow, and any progress toward U.S. exchange listings.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
Free Cash Flow financial
Operating Cash Flow Yield financial
Schedule III regulatory
discontinued operations financial
280E tax burden regulatory
Offering Details
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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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 May 7, 2026, TerrAscend Corp. (the “Company”) issued a press release announcing its financial results and business highlights for the first quarter ended March 31, 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.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release, dated May 7, 2026. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TerrAscend Corp. |
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Date: |
May 7, 2026 |
By: |
/s/ Ziad Ghanem |
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Ziad Ghanem |
TerrAscend Reports First Quarter 2026 Financial Results
Net Revenue of $65.5 million and Gross Profit Margin of 52.8% for Q1 2026
Q1 2026 Net Cash Provided from Continuing Operations of $8.7 million,
representing 13.3% Operating Cash Flow Yield1
Q1 2026 Free Cash Flow¹ of $7.8 million, representing 10.3% Free Cash Flow Yield1
15th Consecutive Quarter of Positive Cash Flow from Continuing Operations and 11th Consecutive Quarter of Positive Free Cash Flow¹
TORONTO, May 7, 2026 - TerrAscend Corp. ("TerrAscend" or the "Company") (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis operator, today reported its financial results for the first quarter ended March 31, 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.
First Quarter 2026 Financial Highlights
“The business returned to year-over-year revenue growth from continuing operations, while gross margins, Adjusted EBITDA margins and other key profitability metrics grew sequentially and exceeded our targets for the quarter. This positive operational momentum, combined with the recently completed rescheduling of medical cannabis, and the promise of further progress, has the team more excited than ever about our future,” said Jason Wild, Executive Chairman of TerrAscend. “We remain committed to executing on our business strategy, driving efficiency, profitability, and growth while continuing to generate positive cash flow. Together with our strong balance sheet and disciplined approach to capital allocation and M&A, we are positioned to deliver value for our patients, customers, and shareholders.”
Mr. Wild added, “The decision by the U.S. Department of Justice to reclassify state-licensed medical cannabis to Schedule III is a historic step forward that has resulted in the elimination of the 280E tax burden. In addition, we believe the anticipated rescheduling of adult-use cannabis in the coming months will further expand access to institutional capital and provide TerrAscend with an opportunity to up-list to the NASDAQ or NYSE. These developments are expected to improve profitability, strengthen our balance sheet, and lower our cost of capital over time.”
Financial Summary Q1 2026 and Comparative Periods
(in millions of U.S. Dollars) |
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Q1 2026 |
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Q4 2025 |
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Q1 2025 |
Revenue, net |
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65.5 |
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66.1 |
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64.3 |
Quarter-over-Quarter decrease |
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-0.9% |
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Year-over-Year increase |
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1.9% |
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Gross profit |
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34.6 |
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34.5 |
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34.7 |
Gross profit margin |
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52.8% |
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52.1% |
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53.9% |
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General & Administrative expenses |
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21.5 |
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22.8 |
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21.1 |
Share-based compensation expense (included in G&A expenses above) |
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0.9 |
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1.3 |
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1.5 |
G&A as a % of revenue, net |
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32.8% |
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34.4% |
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32.9% |
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Net loss from continuing operations |
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(6.8) |
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(0.5) |
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(7.7) |
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EBITDA from continuing operations1 |
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17.3 |
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11.5 |
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15.2 |
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Adjusted EBITDA from continuing operations1 |
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17.4 |
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16.7 |
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18.1 |
Adjusted EBITDA Margin from continuing operations1 |
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26.5% |
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25.2% |
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28.2% |
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Net cash provided by operations - continuing operations |
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8.7 |
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8.3 |
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11.2 |
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Free Cash Flow1 |
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7.8 |
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6.6 |
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8.8 |
First Quarter 2026 Business and Operational Highlights
Subsequent Events:
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 13.3% and Free Cash Flow Yield of 10.3% is 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 March 31, 2026.
2. Source: LIT Alerts
3. Source: BDSA
First Quarter 2026 Financial Results
Net revenue for the first quarter of 2026 was $65.5 million, compared to $66.1 million for the fourth quarter of 2025, and $64.3 million for the first quarter of 2025. Retail revenue increased sequentially, while wholesale revenue declined.
Gross profit margin from continuing operations for the first quarter of 2026 was 52.8%, as compared to 52.1% for the fourth quarter of 2025, and 53.9% for the first quarter of 2025. Sequential performance reflects continued strength in Maryland, Pennsylvania, and New Jersey.
G&A expenses for the first quarter of 2026 were $21.5 million and 32.8% of revenue, compared to $22.8 million and 34.4% of revenue for the fourth quarter of 2025, and $21.1 million and 32.9% of revenue for the first quarter of 2025, reflecting disciplined cost management and ongoing optimization of our operating structure.
GAAP net loss from continuing operations for the first quarter of 2026 was $6.8 million, compared to a net loss of $0.5 million for the fourth quarter of 2025, and a net loss of $7.7 million for the first quarter of 2025.
Adjusted EBITDA from continuing operations was $17.4 million for the first quarter of 2026, or 26.5% of revenue, compared to adjusted EBITDA from continuing operations of $16.7 million for the fourth quarter of 2025, or 25.2% of revenue, and adjusted EBITDA from continuing operations of $18.1 million for the first quarter of 2025, or 28.2% of revenue.
Balance Sheet and Cash Flow
Cash and cash equivalents were $39.1 million as of March 31, 2026. Net cash provided by continuing operations in the first quarter of 2026 was $8.7 million, compared to $8.3 million for the fourth quarter of 2025, and $11.2 million for the first quarter of 2025.
This represents the Company’s fifteenth consecutive quarter of positive cash flow from continuing operations. Capital expenditures were $0.9 million in the first quarter of 2026, primarily related to ongoing cultivation and facility optimization projects. Free cash flow was $7.8 million in the first quarter of 2026, representing the eleventh consecutive quarter of positive free cash flow.
As of March 31, 2026, there were approximately 383 million basic shares of the Company issued and outstanding, including 309 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 $4.34 USD per share. During the first quarter of 2026, the Company completed the repurchase of 115,000 shares through its normal course issuer bid at a weighted average price of $0.66 USD per share.
Conference Call Details
TerrAscend will host a conference call today, Thursday, May 7, 2026, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, Eric Jackson, Chief Financial Officer, and Alisa Campbell, Senior Vice President, Finance, will host the call starting at 8:00 a.m. Eastern Time. A question-and-answer session will follow management's presentation.
Date: |
Thursday, May 7, 2026 |
Time: |
8:00 a.m. Eastern Time |
Webcast: |
https://app.webinar.net/vlgJYMJm4OM |
Dial-in Number: |
1-888-510-2154 |
Replay: |
1-289-819-1450 or 1-888-660-6345
Replay Entry Code: 29559# |
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, 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, 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. On April 23, 2026, the U.S. Department of Justice issued a final rule rescheduling marijuana contained in 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”). 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. In addition, a hearing is scheduled to commence on June 29, 2026, to consider broader rescheduling of all marijuana from Schedule I to Schedule III of the CSA, but no final action has been taken with respect to that broader rescheduling proposal, and there can be no assurance as to its timing or outcome. 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.
Moreover, 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. In light of the above-referenced activity, the regulatory framework related to rescheduling remains subject to ongoing process and uncertainty, including with respect to DEA registration requirements and other potential changes in enforcement policy or further rescheduling actions. 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 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; 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 complete its exit plans in Michigan; the expected benefits of the Company’s recent acquisitions; and the expected benefits of the Company’s exclusive licensing agreement with Tyson 2.0. 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, 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.
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 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, excluding net cash used in operating activities from discontinued 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 trailing twelve month basis and dividing by the market value of the Company’s outstanding and exchangeable shares, and (iii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations 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 from continuing operations to exclude share-based compensation, gain on fair value of derivative liabilities, gain on lease termination, loss from revaluation of contingent consideration, unrealized and realized loss on investments, loss on disposal of fixed assets, impairment of intangible assets, unrealized and realized foreign exchange loss (gain), and certain other one-time 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
IR@terrascend.com
689-345-4114
Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
Valter@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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March 31, 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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$ |
39,004 |
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$ |
37,414 |
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Restricted cash |
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110 |
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110 |
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Accounts receivable, net |
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15,545 |
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16,898 |
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Investments |
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362 |
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362 |
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Inventory |
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36,232 |
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34,054 |
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Prepaid expenses and other current assets |
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5,976 |
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8,557 |
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Assets from discontinued operations, current |
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5,213 |
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12,713 |
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Total current assets |
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102,442 |
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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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130,563 |
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129,932 |
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Deposits |
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57 |
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60 |
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Operating lease right of use assets |
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27,248 |
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26,691 |
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Intangible assets, net |
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177,276 |
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167,310 |
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Goodwill |
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110,778 |
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109,770 |
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Other non-current assets |
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734 |
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13,508 |
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Total non-current assets |
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446,656 |
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447,271 |
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Total assets |
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$ |
549,098 |
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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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$ |
39,979 |
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$ |
39,807 |
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Deferred revenue |
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4,393 |
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3,993 |
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Convertible debt |
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10,355 |
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10,355 |
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Loans payable |
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777 |
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5,322 |
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Operating lease liability |
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1,165 |
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1,511 |
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Derivative liability |
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56 |
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967 |
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Corporate income tax payable |
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4,075 |
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5,360 |
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Liabilities from discontinued operations |
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6,881 |
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12,616 |
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Total current liabilities |
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67,681 |
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79,931 |
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Non-current liabilities |
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Loans payable |
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204,932 |
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203,846 |
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Operating lease liability |
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29,546 |
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28,555 |
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Derivative liability |
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1,739 |
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2,221 |
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Convertible debt |
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7,072 |
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6,896 |
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Deferred income tax liability |
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|
8,325 |
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8,025 |
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Liability on uncertain tax position |
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138,778 |
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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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390,478 |
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378,427 |
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Total liabilities |
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458,159 |
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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 March 31, 2026 and December 31, 2025, respectively |
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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 March 31, 2026 and December 31, 2025, respectively |
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— |
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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 March 31, 2026 and December 31, 2025, respectively |
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— |
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— |
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Common shares, no par value, unlimited shares authorized; 308,424,634 and 308,532,518 shares outstanding as of March 31, 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 March 31, 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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|
959,439 |
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|
960,241 |
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Accumulated other comprehensive income |
|
|
2,288 |
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|
1,986 |
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Accumulated deficit |
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(873,802 |
) |
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(864,742 |
) |
Non-controlling interest |
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3,014 |
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|
1,536 |
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Total shareholders' equity |
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90,939 |
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|
99,021 |
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Total liabilities and shareholders' equity |
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$ |
549,098 |
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$ |
557,379 |
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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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For the Three Months Ended |
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March 31, 2026 |
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March 31, 2025 |
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Revenue, net |
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$ |
65,539 |
|
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$ |
64,303 |
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|
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Cost of sales |
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30,937 |
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29,622 |
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Gross profit |
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34,602 |
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34,681 |
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Operating expenses: |
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|
||
General and administrative |
|
|
21,497 |
|
|
|
21,149 |
|
Amortization and depreciation |
|
|
1,548 |
|
|
|
1,289 |
|
Other operating expense (income) |
|
|
36 |
|
|
|
— |
|
Total operating expenses |
|
|
23,081 |
|
|
|
22,438 |
|
|
|
|
|
|
|
|
||
Income from operations |
|
|
11,521 |
|
|
|
12,243 |
|
|
|
|
|
|
|
|
||
Other expense (income) |
|
|
|
|
|
|
||
Finance and other expenses |
|
|
9,325 |
|
|
|
8,333 |
|
Unrealized and realized loss on investments |
|
|
— |
|
|
|
742 |
|
Gain on fair value of derivative liabilities |
|
|
(1,403 |
) |
|
|
(97 |
) |
Loss from revaluation of contingent consideration |
|
|
— |
|
|
|
381 |
|
Unrealized and realized foreign exchange loss |
|
|
178 |
|
|
|
42 |
|
Income from continuing operations before provision for income taxes |
|
|
3,421 |
|
|
|
2,842 |
|
Provision for income taxes |
|
|
10,250 |
|
|
|
10,507 |
|
Net loss from continuing operations |
|
$ |
(6,829 |
) |
|
$ |
(7,665 |
) |
|
|
|
|
|
|
|
||
Discontinued operations: |
|
|
|
|
|
|
||
Loss from discontinued operations, net of tax |
|
$ |
(1,175 |
) |
|
$ |
(4,604 |
) |
Net loss |
|
$ |
(8,004 |
) |
|
$ |
(12,269 |
) |
|
|
|
|
|
|
|
||
Foreign currency translation adjustment |
|
|
(302 |
) |
|
|
(14 |
) |
Comprehensive loss |
|
$ |
(7,702 |
) |
|
$ |
(12,255 |
) |
|
|
|
|
|
|
|
||
Net loss from continuing operations attributable to: |
|
|
|
|
|
|
||
Common and proportionate Shareholders of the Company |
|
$ |
(7,885 |
) |
|
$ |
(8,967 |
) |
Non-controlling interests |
|
$ |
1,056 |
|
|
$ |
1,302 |
|
|
|
|
|
|
|
|
||
Comprehensive loss attributable to: |
|
|
|
|
|
|
||
Common and proportionate Shareholders of the Company |
|
$ |
(8,758 |
) |
|
$ |
(13,557 |
) |
Non-controlling interests |
|
$ |
1,056 |
|
|
$ |
1,302 |
|
|
|
|
|
|
|
|
||
Net loss per share - basic & diluted: |
|
|
|
|
|
|
||
Continuing operations |
|
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
Discontinued operations |
|
|
0.00 |
|
|
|
(0.02 |
) |
Net loss per share - basic & diluted |
|
$ |
(0.03 |
) |
|
$ |
(0.05 |
) |
Weighted average number of outstanding common shares - basic & diluted |
|
|
308,531,794 |
|
|
|
293,122,312 |
|
TerrAscend Corp.
Consolidated Statements of Cash Flows
(Amounts expressed in thousands of United States dollars, except for share and per share amounts)
|
For the Three Months Ended |
|
|||||
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Operating activities |
|
|
|
|
|
||
Net loss from continuing operations |
$ |
(6,829 |
) |
|
$ |
(7,665 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
||
Accretion and accrued interest |
|
5,151 |
|
|
|
1,870 |
|
Depreciation of property and equipment and amortization of intangible assets |
|
4,140 |
|
|
|
3,946 |
|
Amortization of operating right-of-use assets |
|
378 |
|
|
|
408 |
|
Share-based compensation |
|
885 |
|
|
|
1,514 |
|
Deferred income tax expense |
|
299 |
|
|
|
456 |
|
Gain on fair value of derivative liabilities |
|
(1,403 |
) |
|
|
(97 |
) |
Unrealized and realized loss on investments |
|
— |
|
|
|
742 |
|
Loss from revaluation of contingent consideration |
|
— |
|
|
|
381 |
|
Provision for expected credit loss |
|
239 |
|
|
|
480 |
|
Unrealized and realized foreign exchange loss |
|
178 |
|
|
|
42 |
|
Impairment and other |
|
36 |
|
|
|
(5 |
) |
Changes in operating assets and liabilities |
|
|
|
|
|
||
Receivables |
|
1,103 |
|
|
|
2,050 |
|
Inventory |
|
(2,181 |
) |
|
|
1,629 |
|
Accounts payable and accrued liabilities |
|
(918 |
) |
|
|
(1,911 |
) |
Income taxes paid and tax related liabilities |
|
8,455 |
|
|
|
6,848 |
|
Prepaid expense and other current assets |
|
(896 |
) |
|
|
699 |
|
Other assets and liabilities |
|
15 |
|
|
|
(209 |
) |
Net cash provided by operating activities - continuing operations |
|
8,652 |
|
|
|
11,178 |
|
Net cash used in operating activities - discontinued operations |
|
(165 |
) |
|
|
(3,174 |
) |
Net cash provided by operating activities |
|
8,487 |
|
|
|
8,004 |
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
||
Investment in property and equipment |
|
(865 |
) |
|
|
(2,358 |
) |
Investment in note receivable, net of interest received |
|
40 |
|
|
|
61 |
|
Investment in intangible assets |
|
(44 |
) |
|
|
(659 |
) |
Cash portion of consideration paid in acquisition, net of cash received |
|
(3,722 |
) |
|
|
— |
|
Refund of deposits for business acquisition |
|
3,400 |
|
|
|
— |
|
Net cash used in investing activities - continuing operations |
|
(1,191 |
) |
|
|
(2,956 |
) |
Net cash provided by (used in) investing activities - discontinued operations |
|
1,195 |
|
|
|
(328 |
) |
Net cash provided by (used in) investing activities |
|
4 |
|
|
|
(3,284 |
) |
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
||
Loan principal paid, including exit fees |
|
(5,667 |
) |
|
|
(980 |
) |
Capital distributions paid to non-controlling interests |
|
(1,188 |
) |
|
|
(738 |
) |
Payment for contingent consideration |
|
— |
|
|
|
(386 |
) |
Repurchases of common shares |
|
(77 |
) |
|
|
(231 |
) |
Net cash used in financing activities - continuing operations |
|
(6,932 |
) |
|
|
(2,335 |
) |
Net cash used in financing activities - discontinued operations |
|
(200 |
) |
|
|
— |
|
Net cash used in financing activities |
|
(7,132 |
) |
|
|
(2,335 |
) |
|
|
|
|
|
|
||
Net increase in cash and cash equivalents and restricted cash during the period |
|
1,359 |
|
|
|
2,385 |
|
Net effects of foreign exchange |
|
231 |
|
|
|
(14 |
) |
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 |
$ |
39,114 |
|
|
$ |
29,358 |
|
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 |
|
|||||||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
March 31, 2025 |
|
|||
Net (loss) income |
|
|
(8,004 |
) |
|
|
3,598 |
|
|
|
(12,269 |
) |
(Loss) income from discontinued operations |
|
|
(1,175 |
) |
|
|
4,110 |
|
|
|
(4,604 |
) |
Loss from continued operations |
|
|
(6,829 |
) |
|
|
(512 |
) |
|
|
(7,665 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Add (deduct) the impact of: |
|
|
|
|
|
|
|
|
|
|||
Provision (benefit) for income taxes |
|
|
10,250 |
|
|
|
(1,673 |
) |
|
|
10,507 |
|
Finance expenses |
|
|
9,753 |
|
|
|
9,666 |
|
|
|
8,419 |
|
Amortization and depreciation |
|
|
4,140 |
|
|
|
3,977 |
|
|
|
3,946 |
|
EBITDA from continuing operations |
|
|
17,314 |
|
|
|
11,458 |
|
|
|
15,207 |
|
Add (deduct) the impact of: |
|
|
|
|
|
|
|
|
|
|||
Share-based compensation |
|
|
885 |
|
|
|
1,348 |
|
|
|
1,514 |
|
(Gain) loss on fair value of derivative liabilities |
|
|
(1,403 |
) |
|
|
188 |
|
|
|
38 |
|
Loss (gain) on lease termination |
|
|
36 |
|
|
|
(99 |
) |
|
|
— |
|
(Gain) loss from revaluation of contingent consideration |
|
|
— |
|
|
|
(179 |
) |
|
|
382 |
|
Unrealized and realized loss on investments |
|
|
— |
|
|
|
629 |
|
|
|
742 |
|
Loss on disposal of fixed assets |
|
|
— |
|
|
|
127 |
|
|
|
— |
|
Impairment of intangible assets |
|
|
— |
|
|
|
2,606 |
|
|
|
— |
|
Unrealized and realized foreign exchange loss (gain) |
|
|
178 |
|
|
|
(157 |
) |
|
|
(95 |
) |
Other one-time items |
|
|
354 |
|
|
|
731 |
|
|
|
357 |
|
Adjusted EBITDA from continuing operations |
|
$ |
17,364 |
|
|
$ |
16,652 |
|
|
$ |
18,145 |
|
Adjusted EBITDA Margin from continuing operations |
|
|
26.5 |
% |
|
|
25.2 |
% |
|
|
28.2 |
% |
The table below reconciles Net cash provided by operating activities to Free Cash Flow:
|
|
For the Three Months Ended |
|
|||||||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
March 31, 2025 |
|
|||
Net cash provided by operating activities - continuing operations |
|
$ |
8,652 |
|
|
$ |
8,327 |
|
|
$ |
11,177 |
|
Capital expenditures for property and equipment |
|
|
(865 |
) |
|
|
(1,716 |
) |
|
|
(2,358 |
) |
Free Cash Flow |
|
$ |
7,787 |
|
|
$ |
6,611 |
|
|
$ |
8,819 |
|
The table below reconciles Net cash provided by operating activities to Free Cash Flow Yield:
|
|
Trailing Twelve Months Ended March 31, 2026 |
|
|
Net cash provided by operating activities - continuing operations |
|
$ |
31,401 |
|
Capital expenditures for property and equipment |
|
|
(7,121 |
) |
Free Cash Flow |
|
$ |
24,280 |
|
|
|
|
|
|
Market capitalization as of March 31, 2026 |
|
$ |
236,539 |
|
|
|
|
|
|
Operating Cash Flow Yield |
|
|
13.3 |
% |
Free Cash Flow Yield |
|
|
10.3 |
% |