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"The business performed ahead of our expectations in the fourth quarter. For 2024, we generated $307 million in revenue, $61 million in Adjusted EBITDA from continuing operations, $38 million in positive operating cash flow, and $29 million in free cash flow. This performance was driven by our ability to achieve a #1 market share position in New Jersey for all quarters of 2024, growth of our business in Maryland from negligible revenue in early 2023 to a fourth quarter 2024 run rate of over $70 million, while surpassing 50% gross margin, as well as improved gross margin in Pennsylvania, a state that I am particularly excited about in anticipation of proposed adult-use legislation,” stated Jason Wild, Executive Chairman of TerrAscend. "During the year we completed a non-dilutive debt financing, aided by our $150 million of owned real estate, extending the vast majority of our debt maturities to late 2028. All of these accomplishments in 2024, including achieving our tenth consecutive quarter of positive operating cash flow and sixth consecutive quarter of positive free cash flow, give us confidence in our ability to drive operational efficiencies and growth of our core business while judiciously pursuing multiple greenfield expansion opportunities at increasingly attractive prices.”

Financial Summary Q4 2024, Full Year 2024 and Comparative Periods

All comparative figures have been restated to reflect the classification of the Canadian business as discontinued operations through the third quarter of 2023. Financial results from the fourth quarter of 2023 onward reflect only continuing operations.

1. EBITDA loss, EBITDA from continuing operations, Adjusted EBITDA, Adjusted EBITDA from continuing operations, Adjusted EBITDA margin, 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.

2024 Business and Operational Highlights

• Achieved 10^th consecutive quarter of positive operating cash flow and 6^th consecutive quarter of positive free cash flow in the fourth quarter of 2024.

• Signed definitive agreement to enter the Company’s sixth state with the acquisition of Ohio Ratio Cannabis, a well situated and currently profitable dispensary in Ohio. The transaction is expected to close in the coming weeks, subject to regulatory approval.

• Maintained #1 market share position in New Jersey every quarter in 2024, according to BDSA.

• All three New Jersey Apothecarium retail locations were ranked in the top 10 out of approximately 200 locations in the state, according to Lit Alerts².

• Commenced expansion of cultivation and manufacturing in Boonton, New Jersey to support innovation and enable a broader product portfolio to meet consumer demand.

• Revenue grew sequentially in Maryland for all four quarters of 2024 while expanding gross margin from 25% to over 50%.

• Increased market share position in Maryland from #13 in the fourth quarter of 2023 to #6 in the fourth quarter of 2024, according to BDSA. The Company is now only 1.9 market share points away from a #2 position in the state.

• Initiated expansion of Maryland cultivation facility by adding four additional grow rooms with first harvest expected during the second quarter of 2025.

• Commenced preparation for anticipated Pennsylvania adult-use implementation, leveraging the Company’s 150 thousand square foot cultivation and manufacturing facility and Apothecarium retail network of six dispensaries.

• Closed on a senior secured term loan for gross proceeds of $140 million, carrying an interest rate of 12.75%, maturing in August 2028 and containing no warrants or prepayment penalties. The terms of the loan were aided by the Company’s approximately $150 million of owned real estate.

• Initiated first-ever share repurchase program in August 2024.

• Implemented company-wide ERP system, enhancing efficiency across departments and providing improved data visibility and control.

• Completed a series of initiatives that are expected to reduce General & Administrative expenses year-over-year in 2025 by at least $10 million.

• Appointed Lynn Gefen, TerrAscend’s Chief Legal Officer, to an expanded role as Chief People and Legal Officer, and Corporate Secretary.

2. Data based on total units sold during the fourth quarter of 2024.

Fourth Quarter 2024 Financial Results

Net revenue for the fourth quarter of 2024 was $74.4 million as compared to $74.2 million for the third quarter of 2024, representing quarter-over-quarter growth of 0.3%. This growth was driven by the Company’s #1 market share position in New Jersey combined with sequential revenue growth in Maryland for the fourth consecutive quarter, partially offset by retail decline in Michigan.

Gross profit margin for the fourth quarter of 2024 was 50.2% as compared to 48.8% in the third quarter of 2024. The quarter-over-quarter 140 basis-point expansion was driven by improvements in Maryland and Pennsylvania while New Jersey remained relatively flat quarter-over-quarter.

General & Administrative expenses (G&A) for the fourth quarter of 2024 were $28.0 million as compared to $31.6 million in the third quarter of 2024. The $3.6 million sequential decline in G&A expenses was driven by a $2.3 million reduction in share-based compensation expense and $1.3 million of operating expense reductions.

GAAP Net Loss was $30.2 million, inclusive of $45.4 million of non-cash impairment charges related to the Company’s Michigan business, compared to a net loss of $21.4 million in the third quarter of 2024.

Adjusted EBITDA, a non-GAAP measure, was $15.1 million, a 20.3% Adjusted EBITDA margin, as compared to $13.7 million, a 18.5% Adjusted EBITDA margin, in the third quarter of 2024. The quarter-over-quarter increase was driven by gross margin expansion and G&A expense reduction.

Full Year 2024 Financial Results 

Net revenue for the full year 2024 was $306.7 million, compared to $317.3 million for full year 2023. The year-over-year decline was mainly driven by a decline in retail sales in Michigan and New Jersey. The decline in retail sales in Michigan was driven by reduced foot traffic related to reductions in discounting and promotions driven by the Company's ongoing efforts to expand gross margin. The decline in New Jersey was driven by an increase in retail competition related to store openings across the state. These declines were partially offset by wholesale revenue growth in New Jersey and Pennsylvania and both retail and wholesale revenue growth in Maryland due to a full year of adult-use sales and market share gains in that state.

Gross profit margin for the full year 2024 was 48.9% as compared to 50.3% for the full year 2023. The decline in gross margin was driven by price compression in New Jersey and Pennsylvania, partially offset by margin improvement in Maryland related to the Company’s expansion and continued productivity gains and cost reductions in that market.

G&A expenses for the full year 2024 were $111.6 million compared to $115.2 million in 2023, representing a 3% decline in G&A expenses year-over-year. This reduction in G&A expense was related to the Company’s on-going initiatives to optimize its G&A expenses. G&A as a percent of revenue was unchanged versus the prior year at 36.3%.

Net loss from continuing operations for the full year 2024 was $72.7 million compared to a net loss of $82.3 million in 2023. Both 2024 and 2023 included $47.8 million and $58.1 million, respectively, of non-cash impairment charges primarily related to intangible and fixed assets in the Company’s Michigan business unit.

Full year 2024 Adjusted EBITDA from continuing operations, a non-GAAP measure, was $60.7 million compared to $68.8 million in 2023. The year-over-year change in Adjusted EBITDA from continuing operations was driven by lower revenue and gross profit margin, partially offset by lower G&A expenses year-over-year. Adjusted EBITDA margin from continuing operations for the full year was 19.8% as compared to 21.7% in 2023.

Balance Sheet and Cash Flow

Cash and cash equivalents, including $600,000 of restricted cash, were $27.0 million as of December 31, 2024, compared to $27.2 million as of September 30, 2024. Net cash provided by operating activities was $9.7 million for the fourth quarter of 2024 compared to $1.8 million in the third quarter of 2024. This represented the Company’s tenth consecutive quarter of positive cash flow from continuing operations. Capex spending was $4.7 million in the fourth quarter of 2024, mainly related to the Company’s expansions at its facilities in New Jersey and Maryland. Free cash flow was $5.0 million compared to $1.5 million in the third quarter of 2024, representing the Company’s sixth consecutive quarter of positive free cash flow. During the quarter, the Company distributed $2.9 million to its New Jersey partners and made $1.4 million of principal payments on its debt.

As of March 5, 2025, there were approximately 369 million basic shares of the Company issued and outstanding, including 292 million common shares, 13 million preferred shares as converted, and 63 million exchangeable shares. Additionally, there were 43.1 million warrants and options outstanding at a weighted average price of $3.90.

Conference Call Details
TerrAscend will host a conference call today, March 6, 2025, to discuss these results. Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, and Keith Stauffer, Chief Financial Officer, will host the call starting at 5:00 p.m. Eastern time. A question-and-answer session will follow management's presentation.

About TerrAscend
TerrAscend is a leading TSX-listed cannabis company with interests across the North American cannabis sector, including vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California through TerrAscend Growth Corp. and retail operations in Canada, TerrAscend operates The Apothecarium, Gage and other dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’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.

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 for its overall operational improvements, growth and expansion opportunities; the expected closing of signed acquisitions and the anticipated profitability of acquired dispensaries; the potential benefits of facility expansions; and the outcome of cost reduction initiatives. 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, (ii) EBITDA loss, EBITDA from continuing operations, Adjusted EBITDA 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, gain (loss) on disposal of fixed assets, Impairment of goodwill and intangible assets, impairment of property and equipment and right of use assets, bad debt recovery, unrealized and realized loss on investments, (gain) loss on lease termination and derecognition of finance lease, unrealized and realized foreign exchange, gain on fair value of derivative liabilities and purchase option derivative assets, restructuring and executive severance, legal settlements and certain other items, which management believes is not reflective of the ongoing operations and performance of the Company , and (iii) General & Administration expense, excluding stock-based compensation, which management believes provides a clearer view of the Company’s core operating cost structure by removing the impact of non-cash, equity-based compensation expenses.. 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:
Keith Stauffer
Chief Financial Officer
ir@terrascend.com 
717-343-5386

Investor Relations Contact:
KCSA Strategic Communications
Valter Pinto, Managing Director
Valter@KCSA.com 
212-896-1254