TerrAscend Reports Second Quarter Net Sales of $58.7 Million, Adjusted EBITDA1 of $24.3 Million and Adjusted EBITDA1 Margin of 41%

Signs agreements to be the sole cultivator and manufacturer of COOKIES branded products in New Jersey and bring COOKIES corners to TerrAscend’s three dispensaries in New Jersey

Unveils location of third New Jersey dispensary in highly trafficked Lodi, which is scheduled to open during the fourth quarter of 2021

Reports cash balance of $154 million providing strong support for future growth initiatives

Withdraws 2021 guidance due to temporary yield declines in Pennsylvania related to on-going construction and expansion and a decision to allocate more of the Company’s branded products to its own stores in New Jersey
 NEW YORK and TORONTO, August 19, 2021 // – TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER, OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the second quarter period ending June 30, 2021. All amounts are expressed in U.S. dollars unless indicated otherwise and are prepared under International Financial Reporting Standards (“IFRS”). 

TerrAscend has also announced the signing of an agreement with COOKIES, one of the country’s most recognized and highest-grossing lifestyle brands, to bring its products to New Jersey.

Second Quarter 2021 Financial Highlights
(Unless otherwise stated, all results are in U.S. dollars)²

• Net Sales increased 72% year over year to $58.7 million and 10% sequentially.
• Adjusted Gross Profit Margin³ of 61% compared to 56% in Q2 2020 and 65% in Q1 2021.
• Adjusted EBITDA of $24.3 million compared to $8.4 million in Q2 2020 and $22.6 million in Q1 2021.
• Adjusted EBITDA Margin¹ of 41% compared to 25% in Q2 2020 and 42% in Q1 2021.
• Cash Flow from Operations was positive for the third consecutive quarter.
• Cash balance of $154 million at quarter end to support future growth initiatives.

“We are excited to announce our agreement with COOKIES to be the sole cultivator and manufacturer in New Jersey for one of the country’s most recognized cannabis brands and the planned opening of ‘COOKIES Corners’, a store-in-store concept, within each of our three retail locations, subject to certain conditions and regulatory approval.  New Jersey is an important market for us and this agreement with COOKIES will enable us to further solidify our leading position as the state is expected to implement adult-use by the end of this year,” stated Jason Wild, Executive Chairman of TerrAscend.

Commenting on the Company’s financial results and outlook for 2021, Mr. Wild said, “During the second quarter, we continued to deliver year-over-year and sequential revenue growth while maintaining industry-leading Adjusted EBITDA margins above 40%. Due to expansion related yield reduction in Pennsylvania, which I believe to be temporary, and a decision to prioritize allocation of our branded products to our own New Jersey dispensaries, I felt it was appropriate to withdraw guidance for 2021.  Looking ahead, 2022 will be a breakout year as we benefit from investment in cultivation capacity expansions and best-in-class retail experiences. I expect Pennsylvania to show substantial growth benefitting from the current expansion, while in New Jersey we will have our Maplewood, Phillipsburg, and Lodi stores opened along with our 140,000 square foot cultivation and processing facility, which is fully operational and prepared to supply an adult use New Jersey market.”

Second Quarter 2021 Operational Highlights

• Acquired the remaining 90% of KCR, doubling dispensary footprint in Pennsylvania to six.
• Acquired HMS Health, LLC (HMS), a cultivator and processor of medical cannabis in Maryland.
• Opened second New Jersey dispensary in Maplewood, the largest Apothecarium on the East Coast.
• Launched a portfolio of Kind Tree branded products in Maryland.
• Made final earnout payment of $30 million to Ilera Healthcare in June 2021. 

Subsequent Events

• Signed agreement to supply COOKIES licensed product and bring COOKIES Corners to all three Apothecarium dispensaries in New Jersey.
• Decided to undertake a strategic review process to explore, review, and evaluate potential alternatives for its Arise CBD business, focused on maximizing shareholder value.
• Signed definitive agreement to purchase an additional 12.5% of the issued and outstanding equity of TerrAscend NJ from BWH NJ, LLC and Blue Marble Ventures, LLC for total consideration of $50 million, bringing total ownership to 87.5%.  The Company has the option to purchase an additional 6.25% at a pre-determined valuation during the period commencing April 1, 2023, through June 15, 2023. 
• Promoted Ryan McWilliams to EVP of the Northeast Region, succeeding Greg Rochlin, who left the Company to pursue other interests, subsequent to the final Ilera earnout payment. 
• Jason Marks, the Company’s Chief Legal Officer and Head of Corporate Development, decided to leave the Company to return to the life sciences sector.

Financial Summary of Q2 2021 and Comparative Periods 

1. Adjusted EBITDA and the respective margin and Adjusted Gross Profit and the respective margin are non-IFRS measures. Please see discussion and reconciliation of non-IFRS measures below. 

Net Sales increased 72% to $58.7 million in the second quarter of 2021, as compared to $34.2 million in the second quarter of 2020. This year over year growth was driven by acquisitions, cultivation capacity expansions in Pennsylvania, New Jersey, and California as well as an increase in the number of dispensaries. Net Sales increased 10% quarter-over-quarter primarily driven by the contribution from acquisitions, the ramp up in New Jersey, growth in Canada, and recovery in California retail, partially offset by lower sales driven by yield declines in Pennsylvania related to ongoing construction and expansion efforts.

Adjusted gross margin, before gain on fair value of biological assets, was 61% in the second quarter of 2021 compared to 56% in the second quarter of 2020 and 65% in the first quarter of 2021. The 500-basis point improvement year-over-year in adjusted gross margin was due to greater mix of higher margin sales from Pennsylvania and the initial ramp of retail and wholesale operations in New Jersey. The 400 basis points decline sequentially is due to yield declines in Pennsylvania and higher mix of retail relative to branded manufacturing driven by the acquisition of KCR.

SG&A expense, excluding stock-based compensation, was $14.8 million compared to $11.3 million in the second quarter 2020. The year over year increase was primarily due to increased salaries and professional fees as well as a one-time legal settlement of $0.7 million. SG&A as a percent of net sales was 25% in the second quarter of 2021 compared to 33% in the second quarter of 2020 and 30% in the first quarter of 2021. The Company continues to invest in building infrastructure to support growth while continuing to realize improved operating leverage.   

Adjusted EBITDA was $24.3 million in the second quarter of 2021 compared to $8.4 million in the second quarter of 2020 and $22.6 million in first quarter 2021. The increase in Adjusted EBITDA was primarily due to operational scale up in its core Northeast Region. The Company continued to expand in the US organically through an increase in production and branded manufacturing capacity in Pennsylvania and New Jersey and store expansions in Pennsylvania, New Jersey, and California. The KCR and HMS acquisitions during Q2 also partially contributed to the growth. Adjusted EBITDA margin in the second quarter of 2021 was 41% compared to 25% in the second quarter of 2020 and 42% in the first quarter of 2021.

Net loss for the second quarter of 2021 was $23 million, largely impacted by a non-cash loss on fair value of warrants of $20 million, a non-cash impairment of intangibles of its Arise Bioscience CBD division of $8.6 million, and an unrealized foreign exchange loss of $3 million primarily related to USD cash balances held in Canada.

Balance Sheet and Cash Flow

Cash and cash equivalents were $154 million as of June 30, 2021, compared to $234 million as of March 31, 2021, which is sufficient to fund planned growth initiatives.

During the quarter, the Company paid $20 million related to the acquisition of KCR in Pennsylvania, $22 million related to the acquisition of HMS in Maryland, and $30 million related to the final earnout payment for Ilera Healthcare in Pennsylvania. Cash from operations was $3.4 million for the quarter while free cash flow, after $2.5 million of capex spending, was slightly positive for the quarter. This is the third consecutive quarter in which the Company generated positive free cash flow. 

As of August 18, 2021, there were 314 million shares outstanding on a fully diluted basis. Fully diluted shares outstanding include approximately 184 million common shares, 14 million common share equivalent preferred shares, 39 million exchangeable non-voting shares, and 76 million warrants and options. Basic shares outstanding on an as converted basis are approximately 238 million. The warrants and options had a weighted average strike price of C$5.09 on June 30, 2021.

2021 Outlook

The Company is withdrawing 2021 financial guidance primarily due to: 

1. Temporary reduction in yields of quality flower caused by ongoing construction and expansion in Pennsylvania.  
2. Decision to increase allocation of the Company’s branded products to its own Apothecarium dispensaries in New Jersey.  While more profitable in the long run, retail sales take longer to sell through when compared to wholesale sales.  When evaluating the potential of the Company’s dispensaries in an adult use environment, management believes prioritizing the company’s retail channel in a supply constrained market is the best path for building shareholder value.

For the second half of 2021, although the Company has withdrawn its guidance, management expects to continue to deliver strong year-over-year growth in revenue and adjusted EBITDA.

Additional Info

The Company remains on track to become a U.S. filer under U.S. Generally Accepted Accounting Principles (US GAAP) with the United States Securities and Exchange Commission (SEC) by the end of 2021 and is preparing to meet the requirements necessary for its securities to be traded on a national U.S. exchange should such an event become permissible by U.S. law.

Conference Call
TerrAscend will host a conference call today, August 19, 2021, to discuss these results. Jason Wild, Executive Chairman, and Keith Stauffer, 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.

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