TerrAscend Reports Record Third Quarter 2023 Results and Raises Full Year 2023 Guidance

Net Revenue of $89.2 million, an increase of 34.7% year-over-year and 23.7% sequentially

Gross Profit margin of 53.6%, a 340-basis point sequential improvement from 50.2% in Q2 2023

Adjusted EBITDA from continuing operations1 of $24.2 million, an increase of 89% sequentially, representing a 27.1% Adjusted EBITDA margin1

Increased 2023 guidance for Net Revenue and Adjusted EBITDA from continuing operations1 to $320 million and $73 million versus previous guidance of at least $317 million and $63 million, representing 29% and 87% year-over-year growth, respectively

2023 guidance implies Q4 Net Revenue of $89 million and Adjusted EBITDA from continuing operations1 of $24 million

TORONTO, November 9, 2023 - 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, 2023. 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 due to the discontinuation of the licensed producer business in Canada, which is reported as discontinued operations for all of 2022. All historical periods have been restated accordingly.

Third Quarter 2023 Financial Highlights

“We are pleased to deliver yet another record quarter, exceeding our internal forecasts across virtually all of our financial metrics. This is our 8th consecutive quarter of sequential Net Revenue growth and 5th consecutive quarter of positive Cash Flow from Continuing Operations,” stated Jason Wild, Executive Chairman of TerrAscend. “Sequentially, revenue grew at an industry-leading rate of 23.7%, gross margin expanded 340-basis points to 53.6% and Adjusted EBITDA from continuing operations grew 89%. Our free cash flow generation was driven by the conversion to adult-use in Maryland, increased market share in New Jersey, margin expansion in Michigan, and a return to retail and wholesale growth in Pennsylvania. This momentum gives us visibility and confidence to raise our full year revenue and Adjusted EBITDA from continuing operations guidance to $320 million and $73 million, respectively. We now have the right team, high-performing assets, strong operating results and cash flow, and a wide-open map to capitalize on the opportunities that lie ahead. While the industry continues to be under pressure, we are seeing compelling opportunities to enter additional geographies and believe that now is the time to expand the company’s strategy from ‘deep, not wide’ to ‘deep and wide’, but only on our terms.”

Third Quarter 2023 Business and Operational Highlights

Subsequent Events

Financial Summary Q3 2023 and Comparative Periods

All figures are reported for the Canadian business recorded as discontinued operations.

1 EBITDA from continuing operations, Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” below and are reconciled to Net Income/(Loss) (for EBITDA from continuing operations and Adjusted EBITDA from continuing operations) and Net Income/(Loss) Margin (for Adjusted EBITDA Margin from continuing operations), their closest respective GAAP measures, at the end of this release. The Company is not able, at this time, to provide a reconciliation of Adjusted EBITDA from continuing operations for full year 2023 to Net Income/(Loss) because of the unreasonable effort of estimating on a forward-looking basis certain items that are excluded from Adjusted EBITDA from continuing operations.

2 Free cashflow is non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” below and are reconciled to net cash provided by operating activities, their closest respective GAAP measures, at the end of this release.

Third Quarter 2023 Financial Results

Net revenue for the third quarter of 2023 was $89.2 million as compared to $72.1 million in the second quarter of 2023 and $66.2 million in the third quarter of 2022, representing 23.7% growth sequentially and 34.7% growth year-over-year. The sequential growth was driven primarily by adult use implementation and three acquisitions in Maryland, combined with an increase in wholesale sales in New Jersey and an increase in retail and wholesale sales in Pennsylvania. The year-over-year growth was broad based and driven by adult use implementation and acquisitions in Maryland, retail and wholesale sales growth in New Jersey, retail and wholesale sales growth in Pennsylvania, and wholesale sales growth in Michigan.

Gross margin for the third quarter of 2023 was 53.6% as compared to 50.2% in the second quarter of 2023 and 47.0% in the third quarter of 2022. The 340-basis point sequential improvement was driven by improvements in efficiencies, costs, and yields across Michigan, Maryland and Pennsylvania. The 660-basis point improvement year over year was a result of lower costs, increased yields, improved utilization, and other efficiencies across Pennsylvania, Maryland, New Jersey and Michigan.

General & Administrative (G&A) expenses for the third quarter of 2023 were $29.3 million as compared to $30.5 million in the second quarter of 2023 and $27.4 million in the third quarter of 2022. G&A expenses as a percent of revenue, net declined to 32.8% in the third quarter of 2023 from 42.3% in the second quarter of 2023 and compared to 41.4% in the third quarter of 2022. The declines as a percentage of revenue sequentially and year-over-year were driven by minimal spending increases combined with material revenue growth. G&A expenses as a percent of revenue, excluding stock based compensation, were 30.8% for the third quarter.

Net loss from continuing operations in the third quarter of 2023 was $8.4 million compared to $12.9 million in the second quarter of 2023 and $300.6 million in the third quarter of 2022. The improvement sequentially was driven by higher revenue and gross margin. Net loss from continuing operations in the third quarter of 2022 included a non-cash impairment of goodwill and intangibles of $331 million.

Adjusted EBITDA from continuing operations for the third quarter of 2023 was $24.2 million, representing a 27.1% margin, compared to $12.8 million, or a 17.8% margin in the second quarter of 2023 and $12.8 million, or a 19.3% margin in the third quarter of 2022. The significant sequential and year-over-year improvement in adjusted EBITDA margin from continuing operations was driven by improvement in gross margin and operating expense leverage.

Balance Sheet and Cash Flow

Cash and cash equivalents, including restricted cash, were $28.5 million as of September 30, 2023, compared to $34.5 million as of June 30, 2023. Net cash provided by operating activities - continuing operations was $9.4 million for the third quarter of 2023, representing the fifth consecutive quarter of positive cashflow from continuing operations. Capital expenditure spending was $1.7 million in the third quarter of 2023, primarily relating to investments in automation. Free cashflow2 was $7.7 million for the quarter. During the quarter, payments were made related to $5.7 million of debt paydown, a $3.8 million success fee in New Jersey, and $3.0 million for dispensary acquisitions in Maryland. No cash income tax payments were made during the quarter.

As of November 8, 2023, there were 363 million shares outstanding, including 287 million common shares, 13 million preferred shares as converted, and 63 million exchangeable non-voting shares as well as 2 million RSUs. Additionally, there are 51 million warrants and options at a weighted average price of $4.22.

Outlook for 2023

The Company is raising its outlook for Net Revenue and Adjusted EBITDA from continuing operations for 2023 to $320 million and $73 million, respectively, representing year-over-year growth of 29% in Net Revenue and 87% in Adjusted EBITDA from continuing operations, respectively. The full year 2023 increase in guidance implies 2023 fourth quarter Net Revenue of $89 million and Adjusted EBITDA from continuing operations1 of $24 million.

Conference Call

TerrAscend will host a conference call today, November 9, 2023, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, Chief Executive Officer, and Keith Stauffer, Chief Financial Officer, will host the call starting at 6:00 p.m. Eastern time. A question-and-answer session will follow management's presentation.

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

About TerrAscend

TerrAscend is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California through TerrAscend Growth Corp. and retail operations in Canada through TerrAscend Canada Inc. (“TerrAscend”). TerrAscend operates The Apothecarium, Gage and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns or licenses several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Cookies, Lemonnade, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana, and Valhalla Confections. For more information visit www.terrascend.com.

Caution Regarding Cannabis Operations in the United States

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

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

Notice Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits. Examples of forward-looking information contained in this press release include statements regarding the expectations of the Company’s future financial and operational performance, including the impacts of the listing on the TSX Listing; and expectations for other economic, business, and/or competitive factors.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on May 4, 2023 and its subsequently filed quarterly reports on Form 10-Q.

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

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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 Adjusted EBITDA from continuing operations and Adjusted EBITDA Margin from continuing operations as EBITDA from continuing operations adjusted for certain material non-cash items such as inventory write downs outside of the normal course of operations, share based compensation expense, impairment charges taken on goodwill, intangible assets and property and equipment, the gain or loss recognized on the revaluation of our contingent consideration liabilities, the gain or loss recognized on the remeasurement of the fair value of the U.S denominated preferred share warrants and other warrants liabilities, one time fees incurred in connection with our acquisitions and certain other adjustments management believes are not reflective of the ongoing operations and performance. The Company calculates Free Cash Flow as net cash provided by operating activities from continuing operations as presented in the Unaudited Interim Condensed Consolidated Statements of Cash Flows, less capital expenditures. 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. The Company believes this definition is a useful measure to assess the performance of the Company as it provides more meaningful 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.

The Company is not able, at this time, to provide a reconciliation of Adjusted EBITDA from continuing operations for full year 2023 to net income/(loss) because of the unreasonable effort of estimating on a forward-looking basis certain items that are excluded from Adjusted EBITDA from continuing operations, including, for example, certain material non-cash items such as inventory write downs outside of the normal course of operations, share based compensation expense, impairment charges taken on goodwill, intangible assets and property and equipment, the gain or loss recognized on the revaluation of our contingent consideration liabilities, one-time write off of accounts receivable related to one customer that was deemed uncollectible, loan modification fees related to the modification of debt, the gain recognized on the extinguishment of debt, the gain or loss recognized on the remeasurement of the fair value of the U.S denominated preferred share warrants, one time fees incurred in connection with acquisitions and certain other adjustments management believes are not reflective of the ongoing operations and performance], the effect of which may be significant. The outlook for full year 2023 provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Information” above.

For more information regarding TerrAscend: 

Keith Stauffer

Chief Financial Officer

ir@terrascend.com

717-610-4165

Briana Chester

MATTIO Communications

424-465-4419

terrascend@mattio.com

TerrAscend Corp.

Unaudited Interim Condensed Consolidated Balance Sheets

(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

TerrAscend Corp.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

TerrAscend Corp.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(Amounts expressed in thousands of United States dollars, except for share and per share amounts)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TerrAscend Corp.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Amounts expressed in thousands of United States dollars, except for percentages)(unaudited)

GAAP to Adjusted EBITDA from continuing operations

GAAP to Free Cash Flow