TerrAscend Reports Third Quarter 2025 Financial Results

Net Revenue of $65.1 million

Gross Profit Margin of 52.1% from continuing operations, up 110 basis points from 51.0% in the third quarter of 2024

Net Cash provided from continuing operations of $7.1 million and Free Cash Flow¹ of $4.9 million

13th consecutive quarter of positive Cash Flow from continuing operations and 9th consecutive quarter of positive Free Cash Flow¹

During the quarter, completed a $79 million non-dilutive refinancing of existing debt with an additional uncommitted term loan facility of up to $35 million for strategic M&A

TORONTO, November 6, 2025 - TerrAscend Corp. ("TerrAscend" or the "Company") (TSX: TSND) (OTCQX: TSNDF), a leading North American cannabis company, today reported its financial results for the third quarter ended September 30, 2025. All amounts are expressed in U.S. dollars and are prepared under U.S. Generally Accepted Accounting Principles (GAAP), unless indicated otherwise.

The following financial measures are reported as results from continuing operations unless otherwise noted, due to the Company’s previously stated intention to sell all of its Michigan assets, which are reported as discontinued operations effective as of the second quarter ended June 30, 2025. All historical periods have been restated accordingly.

Third Quarter 2025 Financial Highlights

“I’m pleased to report that both gross margins and Adjusted EBITDA margins improved meaningfully in the third quarter of 2025, marking another quarter of steady progress. This represents our 13th consecutive quarter of positive cash flow from continuing operations and our 9th consecutive quarter of positive free cash flow. Revenue from continuing operations remained stable year-over-year, supported by consistent performance across our key Northeast markets of New Jersey, Maryland, and Pennsylvania. In New Jersey, we maintained our leadership position, according to BDSA, and in Pennsylvania, four of our six stores ranked among the top ten statewide. In Maryland, our success story continues with a 14.8% increase in revenue year-over-year and gross margin in the high 50’s,” said Jason Wild, Executive Chairman of TerrAscend.

“Since announcing our decision to exit the Michigan market, we have made significant progress and remain on track to complete these divestitures by year-end. At the same time, we continue to evaluate strategic opportunities through a disciplined M&A approach. Our fundamentals are improving, our balance sheet remains strong with increased cash and no material debt maturities for several years, and we are well-positioned to benefit from potential state and federal regulatory developments,” concluded Mr. Wild.

Financial Summary Q3 2025 and Comparative Periods

Third Quarter 2025 Business and Operational Highlights

1. EBITDA from continuing operations, Adjusted EBITDA from continuing operations, Adjusted EBITDA margin from continuing operations, and Free Cash Flow are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” below and reconciled to the most directly comparable GAAP measure at the end of this release.

2. Source: BDSA

3. Source: LIT Alerts

Third Quarter 2025 Financial Results

Net revenue for the third quarter of 2025 was $65.1 million, compared to $65.0 million for the second quarter of 2025 and $65.2 million for the third quarter of 2024, which was in line with the expectations communicated on last quarter’s earnings conference call. Retail revenue increased 3.4% year-over-year and 0.7% sequentially. Wholesale revenue declined 6.7% year-over-year and 1.1% sequentially.

Gross profit margin from continuing operations for the third quarter of 2025 improved to 52.1%, as compared to 51.1% for the second quarter of 2025 and 51.0% for the third quarter of 2024.

G&A expenses for the third quarter of 2025 were $21.3 million and 32.8% of revenue, compared to $21.0 million and 32.3% of revenue in the second quarter of 2025 and $24.7 million and 37.9% of revenue in the third quarter of 2024.

GAAP Net Loss from continuing operations for the third quarter of 2025 was $9.9 million, compared to a net loss of $6.4 million in the second quarter of 2025 and a net loss of $15.8 million in the third quarter of 2024.

Adjusted EBITDA from continuing operations was $17.0 million for the third quarter of 2025, or 26.1% of revenue, compared to Adjusted EBITDA from continuing operations of $16.0 million for the second quarter of 2025, or 24.6% of revenue, and $16.9 million, or 25.9% of revenue for the third quarter of 2024.

Balance Sheet and Cash Flow

Cash and cash equivalents were $36.6 million as of September 30, 2025. Net cash provided by continuing operations in the third quarter of 2025 was $7.1 million, after net tax payments of $5 million during the quarter.

This represents the Company’s thirteenth consecutive quarter of positive cash flow from continuing operations. Capex spending was $2.2 million in the third quarter, mainly related to expansions at the Maryland and New Jersey facilities. Free cash flow was $4.9 million in the third quarter of 2025, representing the ninth consecutive quarter of positive free cash flow.

During the third quarter, the Company closed on an upsized senior secured syndicated term loan of $79 million, the majority of which was used to retire existing indebtedness, with the remainder designated for future growth initiatives. As part of this transaction, the Company executed an additional uncommitted term loan facility in an aggregate principal amount of up to $35 million for future M&A.

As of September 30, 2025, there were approximately 382 million basic shares of the Company issued and outstanding, including 307 million common shares, 11 million preferred shares as converted, and 63 million exchangeable shares. Additionally, there were 23 million warrants and options outstanding at a weighted average price of $3.71.

Conference Call Details

TerrAscend will host a conference call today, November 6, 2025, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, and Alisa Campbell, Interim Chief Financial Officer, will host the call starting at 8:30 a.m. Eastern time. A question-and-answer session will follow management's presentation.

About TerrAscend

TerrAscend is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio, 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. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

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

Forward-Looking Information
 

This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, and include, but not limited to, statements with respect to the Company’s expectations with respect to its business outlook, financial profile, and operational efficiencies; its market opportunities, growth prospects in new and existing markets, and M&A strategy; the expected benefits of, and the Company’s ability to execute on, its exit plans in Michigan; and the Company’s expectation of future availability of funds under the uncommitted term loan of up to $35 million. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR+ at www.sedarplus.ca and in the section titled “Risk Factors” in the Company’s Annual Report for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 6, 2025.

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

Definition and Reconciliation of Non-GAAP Measures

In addition to reporting the financial results in accordance with GAAP, the Company reports certain financial results that differ from what is reported under GAAP. Non-GAAP measures used by management do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. The Company believes that certain investors and analysts use these measures to measure a company’s ability to meet other payment obligations or as a common measurement to value companies in the cannabis industry, and the Company calculates: (i) Free cash flow from net cash provided by operating activities from continuing operations less capital expenditures for property and equipment, which management believes is an important measurement of the Company's ability to generate additional cash from its business operations, and (ii) EBITDA from continuing operations and Adjusted EBITDA from continuing operations as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, loss on extinguishment of debt, (gain) loss from revaluation of contingent consideration, unrealized and realized (gain) loss on investments, unrealized and realized foreign exchange (gain) loss, loss (gain) on fair value of derivative liabilities, impairment of property and equipment and right of use assets, gain on lease termination, and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company. Such information is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

For more information regarding TerrAscend:

Ziad Ghanem
Chief Executive Officer
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)

TerrAscend Corp.

Consolidated Statements of Operations and Comprehensive Loss

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

TerrAscend Corp.

Consolidated Statements of Cash Flows

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

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:

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