TerrAscend Reports First Quarter 2022 Financial Results

<br /> TerrAscend Reports First Quarter 2022 Financial Results<br />

PR Newswire



TORONTO


,


May 12

, 2022

/PRNewswire/ – TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today reported its financial results for the first quarter ending

March 31, 2022

. All amounts are expressed in U.S. dollars unless indicated otherwise and are prepared under U.S. Generally Accepted Accounting principles (GAAP).


First Quarter 2022 Financial Highlights


  • Net Sales

    were

    $49.7 million

    as compared to

    $49.2 million

    in Q4 2021.

  • Gross Profit Margin

    was 30.5% as compared to 42.3% in Q4 2021.

  • Adjusted Gross Profit


    Margin


    1

    was 38.4% as compared to 49.8% in Q4 2021.

  • Adjusted EBITDA


    1

    was

    $3.3 million

    as compared to

    $11.9 million

    in Q4 2021.

  • Adjusted EBITDA


    Margin


    1

    was 6.6% as compared to 24.2% in Q4 2021.

  • Cash and Cash Equivalents

    totaled

    $88.4 million

    as of

    March 31, 2022

    .


Jason Wild

, Executive Chairman of TerrAscend, commented, “While revenue and margins during the first quarter were impacted by the industry wide vape recall in

Pennsylvania

and front-loaded operating costs in

New Jersey

ahead of adult use, we expect revenue and margin to increase materially in the second quarter and beyond. The strategic decisions and investments we have made over the last three years position us well for substantial growth in each of our four key markets –

New Jersey

,

Pennsylvania

,

Michigan

and

Maryland

.”

Mr. Wild continued, ”

New Jersey

adult use sales began on

April 21


st

, a significant milestone for TerrAscend and the entire industry. Demand has been strong for our brands and our elevated retail experience. We recently introduced the first concentrates in the state and expect additional ‘first-in-state’ product introductions in the near future. In

Pennsylvania

, we continue to cultivate the highest quality flower in our history and have introduced new genetics, to which patients have reacted positively. In

Michigan

, Gage has positioned us as a leader in one of the largest cannabis markets in the U.S. Lastly, subsequent to the quarter end, we announced the acquisition of a medical dispensary in

Maryland

and 5 dispensaries in

Michigan

. These acquisitions exemplify our strategy of ‘going deep’ in the markets in which we operate. While remaining focused on organic growth, the dislocation in public and private company valuations should provide attractive M&A opportunities to accelerate growth in a financially disciplined way.”


Financial Summary Q1 2022 and Comparative Periods




(in millions of U.S. Dollars)





Q1 2021





Q4 2021





Q1 2022



Revenue, net


53.4


49.2


49.7




QoQ increase




7.5%



0.1%



0.9%




YoY increase




106.2%



-0.8%



-6.9%


Gross profit


34.9


20.8


15.1


Adjusted Gross profit

1


34.9


24.5


19.1




Adjusted gross margin %




65.5%



49.8%



38.4%


Share-based compensation expense


3.6


1.5


3.4


General & Administrative expense (excl share based comp)


16.8


17.0


19.2




% of revenue, net




31.5%



34.5%



38.7%


Adjusted EBITDA

1


21.6


11.9


3.3




Adjusted EBITDA % of revenue, net




40.4%



24.2%



6.6%


Net loss


(14.1)


(5.9)


(16.0)


Cash Flow from Operations


6.2


(3.8)


(18.8)


1. Adjusted EBITDA and the respective margin and Adjusted Gross Profit and the respective margin are non-GAAP measures. Please see discussion and reconciliation of non-GAAP measures at the end of this press release.


First Quarter 2022 Business and Operational Highlights

  • Closed on the acquisition of Gage Growth Corp.
  • Appointed

    Ziad Ghanem

    as President and Chief Operating Officer.
  • Appointed

    Jared Anderson

    , SVP Finance & Strategy,

    Charishma Kothari

    , SVP Marketing, and

    Charles Oster

    , SVP Sales.
  • Appointed

    Kara DioGuardi

    to the Board of Directors.
  • Became first major MSO to expand its ecommerce platform via proprietary Apothecarium mobile app, available in the Apple App store, with express pick-up and delivery where permitted.


Subsequent Events

  • Held the grand opening of adult-use sales on

    April 21


    st

    in

    Maplewood

    and

    Phillipsburg, New Jersey

    , two of only twelve dispensaries currently opened in the state.
  • Approved for hydrocarbon extraction in New Jersery with first products recently launched.
  • Signed lease on new facility in

    New Jersey

    , which will provide expanded capacity up to the 150,000 canopy square foot limit.
  • Received home delivery license for medical patients in

    New Jersey

    .
  • Partnered with Cookies to open its third Cookies-branded dispensary in

    Michigan

    , located in

    Ann Arbor

    .
  • Announced agreement to acquire KISA Enterprises MI, LLC and KISA Holdings, LLC (“Pinnacle”), a dispensary operator in

    Michigan

    with 5 operational locations.
  • Extraction lab and packaging facilities in

    Michigan

    approved to start operations.
  • Announced acquisition of Allegany Medical Marijuana Dispensary (“AMMD”) located in

    Cumberland, MD

    , which will enable the Company to become vertically integrated in the state.
  • Announced the promotion of

    Jodie Lampert

    to SVP of Human Resources and the appointment of

    Lynn Gefen

    as Chief Legal Officer and Corporate Secretary.


First Quarter 2022 Financial Results


Net sales for the first quarter of 2022 totaled

$49.7 million

, up 1% sequentially and down 7% year over year, mainly related to the temporary impact of the vape recall on the

Pennsylvania

business, combined with the continued intentional accumulation of inventory in

New Jersey

, versus selling wholesale, in preparation for adult use sales. The Company’s Canadian business also experienced a soft quarter both sequentially and year over year.  The declines were partially offset by three weeks of revenue from the Gage acquisition, which closed on

March 10th

.

Gross margin for the quarter was 30.5% as compared to 42.3% in the previous quarter. Adjusted gross margin for the quarter, excluding one-time impacts such as reserves for the

Pennsylvania

vape recall in the first quarter, was 38.4% as compared to 49.8% in the previous quarter.  The sequential margin compression was driven by the under-absorption impact of lower volumes related to the vape recall in

Pennsylvania

, front loaded costs in

New Jersey

ahead of adult use sales, and an unfavorable mix from the addition of Gage.

General & Administrative expenses, excluding stock-based compensation, were up

$2.2 million

, including Gage, versus the previous quarter. As a percentage of revenue, G&A increased to 38.7% in the first quarter of 2022 from 34.5% in fourth quarter of 2021. The increase as a percentage of revenue was impacted by flat revenue combined with front-loaded spending in

New Jersey

ahead of adult use and the addition of Gage for part of the quarter.

Adjusted EBITDA for the quarter was

$3.3 million

versus

$11.9 million

in the previous quarter. This reduction was mainly driven by gross margin compression in

Pennsylvania

related to lower volumes and front-loaded costs in

New Jersey

ahead of adult use sales, as well as intentional accumulation of inventory in the state in preparation for adult use sales.

Operating loss for the quarter was

$10.0 million

, driven by the mix of revenue resulting in compressed gross margin.

Net loss for the quarter was

$16.0 million

, mainly driven by the operating loss, accrued income taxes of

$3.7 million

, and finance and other expenses of

$6.9 million

, partially offset by a net gain on fair value of warrant liability of

$5.7 million

.


Balance Sheet and Cash Flow


Cash and cash equivalents were

$88.4 million

as of

March 31, 2022

, compared to

$79.6 million

as of

December 31, 2021

, providing ample capacity to fund planned organic and inorganic growth initiatives.

Cash used from operations was

$18.8 million

for the three months ended

March 31, 2022

, mainly driven by working capital as the Company continued to prepare for adult use sales in

New Jersey

, as well as

$8 million

of interest payments.  The Company received

$23.9 million

in proceeds from warrants and options during the quarter while paying

$3.3 million

to terminate the lease in

Frederick, Maryland

in preparation for the transition to the new facility in Hagerstown.  A payment of

$7.0 million

was also made for the final earnout related to the acquisition of the State Flower business.

Capital expenditures were

$4.2 million

in the quarter, primarily related to the on-going expansion work at the

Hagerstown, Maryland

facility.

As of

May 11


th

, 2022 there were 318.4 million basic shares outstanding including 252 million common shares, 14 million preferred shares as converted, and 52.4 million exchangeable shares.


Conference Call


TerrAscend will host a conference call today,

May 12, 2022

, to discuss these results.

Jason Wild

, Executive Chairman;

Ziad Ghanem

, President and Chief Operating 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.



CONFERENCE CALL DETAILS


DATE:


Thursday, May 12, 2022


TIME:


6:00 p.m. Eastern Time


WEBCAST:



Click Here


DIAL-IN NUMBER:


1-888-664-6392


CONFERENCE ID:


37033819


REPLAY:


(416) 764-8677 or (888) 390-0541

Available until 12:00 midnight Eastern Time Thursday, May 26, 2022


Replay Code: 033819 #

Financial results and analyses are available on the Company’s website (


www.terrascend.com


) and SEDAR (


www.sedar.com


).



The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.



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 Gross Profit as Gross Profit adjusted for certain material non-cash items and Adjusted EBITDA as EBITDA adjusted for certain material non-cash items and certain other adjustments management believes are not reflective of the ongoing operations and performance. 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 table below reconciles Gross Profit and Adjusted Gross Profit for the quarters ended

March 31, 2022

,

December 31, 2021

, and

March 31, 2021



For the Three Months Ended



(in millions of U.S. Dollars)



March 31,

2021



December 31,

2021



March 31,

2022


Gross profit


34,942


20,830


15,140



Add (deduct) the impact of:


Vape recall






1,894


Accelerated depreciation






238


Non-cash write downs of inventory




1,968




Relief of fair value of inventory upon acquisition




1,735


1,806



Adjusted gross profit



34,942



24,533



19,078


The table below reconciles net loss to EBITDA and Adjusted EBITDA for the quarters ended

March 31, 2022

,

December 31, 2021

, and

March 31, 2021



For the Three Months Ended



March 31,

2021



December 31,

2021



March 31,

2022


Net loss


$


(14,111)


$


(5,927)


$


(16,006)



Add (deduct) the impact of:


Provision for income taxes


9,436


6,942


3,743


Finance expenses


5,359


6,528


6,699


Amortization and depreciation


3,521


4,140


5,084



EBITDA



4,205



11,683



(480)



Add (deduct) the impact of:


Non-cash write-down of inventory




1,968




Relief of fair value of inventory upon acquisition




1,735


1,806


Vape recall




1,894


Share-based compensation


3,567


1,548


3,356


Impairment of property and equipment




470




Loss on lease termination




3,278




Revaluation of contingent consideration


2,997


932


119


Restructuring and executive severance




14




Legal settlements


1,381






Other one-time items


262


3,583


1,974


(Gain) loss on fair value of warrants and purchase option derivative asset


5,410


(14,189)


(5,713)


Indemnification asset release


1,197


613


(25)


Unrealized and realized (gain) loss on investments and notes receivable


(228)






Unrealized and realized foreign exchange loss


2,783


228


356



Adjusted EBITDA



$



21,574



$



11,863



$



3,287


About TerrAscend


TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Michigan and California, licensed cultivation and processing operations in Maryland and licensed production in Canada. TerrAscend operates The Apothecarium and Gage 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 several synergistic businesses and brands, including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Prism, State Flower, Valhalla Confections, and Arise Bioscience Inc. 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 US 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 news 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 statements with respect to future revenue and profits. 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.sedar.com

.

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.


Unaudited Interim Condensed Consolidated Balance Sheets



(Amounts expressed in thousands of

United States

dollars, except for per share amounts)



At



At



March 31, 2022



December 31, 2021



Assets



Current Assets


Cash and cash equivalents


$


88,407


$


79,642


Accounts receivable, net


23,097


14,920


Investments


4,121




Inventory


64,058


42,323


Prepaid Expenses and other current assets


7,452


6,336


187,135


143,221



Non-Current Assets


Property and equipment, net


211,717


140,762


Deposits


7,798




Operating lease right of use assets


30,801


29,561


Intangible assets, net


354,452


168,984


Goodwill


235,681


90,326


Indemnification asset


3,994


3,969


Other non-current assets


4,823


5,111


849,266


438,713



Total Assets



$



1,036,401



$



581,934



Liabilities and Shareholders’ Equity



Current Liabilities


Accounts payable and accrued liabilities


$


49,214


$


30,340


Deferred revenue


2,029


1,071


Loans payable, current


60,108


8,837


Contingent consideration payable, current


3,114


9,982


Lease liability, current


1,688


1,193


Corporate income tax payable


28,808


18,939


Other current liabilities


3,305




148,266


70,362



Non-Current Liabilities


Loans payable, non-current


184,558


176,306


Contingent consideration payable, non-current


2,586


2,553


Lease liability, non-current


32,450


30,754


Warrant liability


55,021


54,986


Deferred income tax liability


72,740


14,269


Financing obligations


12,142




Other long term liabilities


3,399


3,750


362,896


282,618



Total Liabilities


511,162


352,980



Commitments and Contingencies



Shareholders’ Equity


Share Capital


Series A, convertible preferred stock, no par value, unlimited shares authorized; 13,358 and 13,708 shares outstanding as of

March 31, 2022 and December 31, 2021 respectively






Series B, convertible preferred stock, no par value, unlimited shares authorized; 610 and 610 shares outstanding as of March

31, 2022 and December 31, 2021 respectively






Series C, convertible preferred stock, no par value, unlimited shares authorized; nil and 36 shares outstanding as of March 31,

2022 and December 31, 2021 respectively






Series D, convertible preferred stock, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31,

2022 and December 31, 2021 respectively






Proportionate voting shares, no par value, unlimited shares authorized; nil and nil shares outstanding as of March 31, 2022

and December 31, 2021 respectively






Exchangeable shares, no par value, unlimited shares authorized; 52,395,071 and 38,890,571 shares outstanding as of March

31, 2022 and December 31, 2021 respectively






Common stock, no par value, unlimited shares authorized; 251,971,226 and 190,930,800 shares outstanding as of March 31,

2022 and December 31, 2021 respectively






Additional paid in capital


850,386


535,418


Accumulated other comprehensive income (loss)


(783)


2,823


Accumulated deficit


(329,855)


(314,654)


Non-controlling interest


5,491


5,367



Total Shareholders’ Equity


525,239


228,954



Total Liabilities and Shareholders’ Equity



$



1,036,401



$



581,934


Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss



(Amounts expressed in thousands of

United States

dollars, except for per share amounts)



For the Three Months Ended



March 31, 2022



March 31, 2021



Revenue


$


50,445


$


56,496


Excise and cultivation tax


(786)


(3,142)



Revenue, net



49,659



53,354


Cost of Sales


34,519


18,412


Gross profit


15,140


34,942


Operating expenses:


General and administrative


22,552


20,392


Amortization and depreciation


2,618


1,873



Total operating expenses


25,170


22,265



(Loss) income from operations


(10,030)


12,677



Other expense (income)


Revaluation of contingent consideration


119


2,997


(Gain) loss on fair value of warrants and purchase option derivative asset


(5,713)


5,410


Finance and other expenses


6,856


6,390


Transaction and restructuring costs


615




Unrealized and realized foreign exchange loss


356


2,783


Unrealized and realized loss (gain) on investments




(228)



Loss before provision from income taxes


(12,263)


(4,675)


Provision for income taxes


3,743


9,436



Net loss


$


(16,006)


$


(14,111)


Foreign currency translation


3,607


(2,189)



Comprehensive loss


$


(19,613)


$


(11,922)



Net loss attributable to:


Common and proportionate Shareholders of the Company


$


(16,357)


$


(14,174)


Non-controlling interests


351


$


63



Comprehensive loss attributable to:


Common and proportionate Shareholders of the Company


$


(19,964)


$


(11,985)


Non-controlling interests


351


$


63



Net loss per share, basic and diluted


Net income (loss) per share – basic


$


(0.08)


$


(0.08)


Weighted average number of outstanding common and proportionate voting shares


211,126,932


171,371,637


Net income (loss) per share – diluted


$


(0.08)


$


(0.08)


Weighted average number of outstanding common and proportionate voting shares, assuming dilution


211,126,932


171,371,637


Unaudited Interim Condensed Consolidated Statements of Cash Flows



(Amounts expressed in thousands of

United States

dollars, except for per share amounts)



For the Three Months Ended



March 31, 2022



March 31, 2021



Operating activities


Net loss


(16,006)


(14,111)


Adjustments to reconcile net income to net cash provided by (used in) operating activities


Non-cash write downs of inventory


1,073


584


Accretion expense


(1,169)


(1,937)


Depreciation of property and equipment and amortization of intangible assets


5,085


3,521


Amortization of operating right-of-use assets


487


343


Share-based compensation


3,356


3,567


Deferred income tax (recovery) expense


(1,134)


224


(Gain) loss on fair value of warrants and purchase option derivative


(5,713)


5,410


Revaluation of contingent consideration


119


2,997


Release of indemnification asset


(25)


1,197


Forgiveness of loan principal and interest




(766)


Unrealized and realized foreign exchange loss


356


2,783


Unrealized and realized loss (gain) on investments




(228)


Changes in operating assets and liabilities


Receivables


(1,399)


511


Inventory


3,706


(4,161)


Prepaid expense and deposits


682


294


Deposits


(593)




Other assets


571


(189)


Accounts payable and accrued liabilities and other payables


(12,475)


1,439


Operating lease liability


(271)


(81)


Other liability


(437)




Contingent consideration payable


(324)




Corporate income tax payable


4,869


4,713


Deferred revenue


395


102



Net cash (used in) provided by operating activities


(18,847)


6,212



Investing activities


Investment in property and equipment


(4,193)


(8,311)


Investment in intangible assets


(106)


(40)


Principal payments received on lease receivable


156


193


Distributions of earnings from associates




99


Deposits for property and equipment


(6,058)


(4,826)


Deposits for business acquisition


(602)




Cash received on acquisition of Gage


24,716





Net cash provided by (used in) investing activities


13,913


(12,885)



Financing activities


Proceeds from options and warrants exercised


23,925


9,170


Proceeds from loans payable




766


Capital contributions paid to non-controlling interests


(227)


(161)


Payments of contingent consideration


(6,630)




Proceeds from private placement, net of share issuance costs




173,477



Net cash provided by financing activities


17,068


183,252



Net (decrease) increase in cash and cash equivalents during the period


12,134


176,579


Net effects of foreign exchange


(3,369)


(1,568)



Cash and cash equivalents, beginning of period


79,642


59,226



Cash and cash equivalents, end of period


88,407


234,237



Supplemental disclosure with respect to cash flows


Income taxes paid


8


4,499


Interest paid


8,271


9,140


Lease termination fee paid


3,300





Non-cash transactions


Shares issued as consideration for acquisitions


294,800




Shares issued for liability settlement


22




Accrued capital purchases


56



Cision
View original content:

https://www.prnewswire.com/news-releases/terrascend-reports-first-quarter-2022-financial-results-301546571.html

SOURCE TerrAscend