$TSNDF

TerrAscend Corp.

CIK:0001778129|SEC Filings

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Statement of Comprehensive Income [Abstract]
Revenue, net	$ 67,119	$ 65,006	$ 132,658	$ 129,309
Cost of sales	30,869	31,771	61,806	61,393
Gross profit	36,250	33,235	70,852	67,916
Operating expenses:
General and administrative	22,852	20,980	44,349	42,129
Amortization and depreciation	1,285	1,284	2,833	2,573
Other operating (income) expense			36
Total operating expenses	24,137	22,264	47,218	44,702
Income from operations	12,113	10,971	23,634	23,214
Other expense (income)
Finance and other expenses	8,810	8,747	18,135	17,082
Unrealized and realized (gain) loss on investments	271	(7)	271	735
Loss (gain) on fair value of derivative liabilities	1,171	(279)	(232)	(376)
Loss from revaluation of contingent consideration		(34)	0	346
Unrealized and realized foreign exchange loss (gain)	333	(648)	511	(607)
Income from continuing operations before provision for income taxes	1,528	3,192	4,949	6,034
Provision for income taxes	11,587	9,598	21,837	20,105
Net loss from continuing operations	(10,059)	(6,406)	(16,888)	(14,071)
Discontinued operations:
Income (loss) from discontinued operations, net of tax	2,004	(41,701)	828	(46,305)
Net loss	(8,055)	(48,107)	(16,060)	(60,376)
Foreign currency translation adjustment	(317)	854	(619)	840
Comprehensive loss	(7,738)	(48,961)	(15,441)	(61,216)
Net loss from continuing operations attributable to:
Common and proportionate Shareholders of the Company	(11,165)	(7,684)	(19,050)	(16,651)
Non-controlling interests	1,106	1,278	2,162	2,580
Comprehensive loss attributable to:
Common and proportionate Shareholders of the Company	(8,844)	(50,239)	(17,603)	(63,796)
Non-controlling interests	$ 1,106	$ 1,278	$ 2,162	$ 2,580
Net (loss) income per share - basic & diluted:
Continuing operations, basic	$ (0.04)	$ (0.03)	$ (0.06)	$ (0.06)
Continuing operations, diluted	(0.04)	(0.03)	(0.06)	(0.06)
Discontinued operations, basic	0.01	(0.14)		(0.16)
Discontinued operations, diluted	0.01	(0.14)		(0.16)
Net loss per share - basic	(0.03)	(0.17)	(0.06)	(0.22)
Net loss per share - diluted	$ (0.03)	$ (0.17)	$ (0.06)	$ (0.22)
Weighted average number of outstanding common shares, basic	309,364,563	299,087,022	308,950,479	296,137,440
Weighted average number of outstanding common shares, diluted	309,364,563	299,087,022	308,950,479	296,137,440

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Operating activities
Net loss from continuing operations	$ (16,888)	$ (14,071)
Adjustments to reconcile net loss to net cash provided by operating activities
Accretion and accrued interest	4,946	4,306
Depreciation of property and equipment and amortization of intangible assets	8,021	7,729
Amortization of operating right-of-use assets	730	805
Share-based compensation	1,714	2,293
Deferred income tax expense	484	597
Gain on fair value of derivative liabilities	(232)	(376)
Unrealized and realized loss on investments	271	735
Loss from revaluation of contingent consideration	0	346
Provision for expected credit loss	826	673
Unrealized and realized foreign exchange loss (gain)	511	(607)
Impairment and other	36	(5)
Changes in operating assets and liabilities
Receivables	(262)	(511)
Inventory	(5,128)	4,580
Accounts payable and accrued liabilities	2,218	(5,046)
Income taxes paid and tax related liabilities	20,439	16,862
Prepaid expense and other current assets	(1,322)	79
Other assets and liabilities	(327)	90
Net cash provided by operating activities - continuing operations	16,037	18,479
Net cash used in operating activities - discontinued operations	(971)	(7,658)
Net cash provided by operating activities	15,066	10,821
Investing activities
Investment in property and equipment	(2,504)	(4,650)
Investment in note receivable, net of interest received	103	123
Investment in intangible assets	(44)	(726)
Cash portion of consideration paid in acquisition, net of cash received	(3,722)	(5,128)
Refund of deposit for business acquisition	3,400	0
Deposits for business acquisition	(250)	0
Net cash used in investing activities - continuing operations	(3,017)	(10,381)
Net cash provided by (used in) investing activities - discontinued operations	1,293	(737)
Net cash used in investing activities	(1,724)	(11,118)
Financing activities
Proceeds from loan payable, net of transaction costs	0	5,000
Loan principal paid, including exit fees	(16,236)	(1,966)
Capital distributions paid to non-controlling interests	(2,563)	(1,988)
Payment for contingent consideration	0	(386)
Proceeds from convertible debentures, net of issuance costs	18,967	0
Convertible debentures principal paid	(8,630)	0
Proceeds from exercise of stock options	20	0
Repurchases of common shares	(391)	(377)
Net cash (used in) provided by financing activities - continuing operations	(8,833)	283
Net cash used in financing activities- discontinued operations	(200)	0
Net cash (used in) provided by financing activities	(9,033)	283
Net increase (decrease) in cash and cash equivalents and restricted cash during the period	4,309	(14)
Net effects of foreign exchange	193	(191)
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	42,026	26,782
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net	(103)	4,501
Interest paid	17,081	13,266
Non-cash transactions
Note receivable issued as a noncontrolling interest contribution	1,681
Change in accrued capital expenditures	1,869	2,115
MARYLAND
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net	2,132
Federal income tax
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net	(3,790)	2,794
State income tax \| NEW JERSEY
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net	1,521	1,606
State income tax \| MARYLAND
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net		61
State income tax \| Other
Supplemental disclosure with respect to cash flows
Cash (received) paid for income tax, net	$ 34	$ 40

Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets
Cash and cash equivalents	$ 42,026	$ 37,414
Restricted cash	0	110
Accounts receivable, net	16,323	16,898
Investments	91	362
Inventory	39,179	34,054
Prepaid expenses and other current assets	15,844	8,557
Assets from discontinued operations, current	0	12,713
Total current assets	113,463	110,108
Non-current assets
Property and equipment, net	123,763	129,932
Deposits	0	60
Operating lease right of use assets	26,517	26,691
Intangible assets, net	175,337	167,310
Goodwill	113,892	109,770
Other non-current assets	733	13,508
Total non-current assets	440,242	447,271
Total assets	553,705	557,379
Current liabilities
Accounts payable and accrued liabilities	40,133	39,807
Deferred revenue	4,406	3,993
Convertible debt	0	10,355
Loans payable	14,049	5,322
Operating lease liability	1,119	1,511
Derivative liability	0	967
Corporate income tax payable	2,290	5,360
Liabilities from discontinued operations	0	12,616
Total current liabilities	61,997	79,931
Non-current liabilities
Loans payable	183,226	203,846
Operating lease liability	28,948	28,555
Derivative liability	14,688	2,221
Convertible debt	16,271	6,896
Deferred income tax liability	11,900	8,025
Liability on uncertain tax position	152,547	128,798
Other long-term liabilities	86	86
Total non-current liabilities	407,666	378,427
Total liabilities	469,663	458,358
Commitments and contingencies
Share capital
Common shares, no par value, unlimited shares authorized; 309,175,647 and 308,532,518 shares outstanding as of June 30, 2026 and December 31, 2025, respectively	0	0
Treasury stock, no par value; nil and nil shares outstanding as of June 30, 2026 and December 31, 2025, respectively	0	0
Additional paid in capital	959,974	960,241
Accumulated other comprehensive income	2,605	1,986
Accumulated deficit	(882,963)	(864,742)
Non-controlling interest	4,426	1,536
Total shareholders' equity	84,042	99,021
Total liabilities and shareholders' equity	553,705	557,379
Series A Convertible Preferred Stock
Share capital
Preferred stock
Series B Convertible Preferred Stock
Share capital
Preferred stock
Exchangeable Shares
Share capital
Preferred stock