Slides
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Investor Presentation May 2025 Terrascend.com TSX: TSND | OTCQX: TSNDF
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p. 2 Disclaimer Forward-Looking Information This presentation contains “forward-looking information” within the meaning of applicable securities laws, including the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information contained in this presentation 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. 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. Examples of forward-looking information contained in this presentation include the Company’s expected ongoing cost reduction efforts, and productivity gains, and overall operational improvements; its market opportunities, expansion efforts and M&A strategy; the Company’s ability to execute on such its M&A strategy, including the outcomes thereof; the Company’s expected closing of signed acquisitions and the anticipated profitability of acquired dispensaries; the potential benefits of facility expansions and the expected timing for first harvest in Hagerstown, Maryland; the Company’s outlook, including the Company’s expected financial results for the second quarter of 2025; the Company’s expectations regarding potential benefits of facility expansions; the Company’s expectations regarding regulatory reforms, and the benefits thereof; and the likelihood of approval of adult-use cannabis in Pennsylvania and related opportunities. 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, our recent growth, which may not be indicative of our future growth; 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 on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2025. The statements included in this presentation are made as of the date of this presentation. TerrAscend 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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p. 3 Disclaimer Definition and Reconciliation of Non-GAAP Measures In addition to reporting the financial results in accordance with generally accepted accounting principles in the United States (“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 and Adjusted EBITDA as net loss, adjusted to exclude provision for income taxes, finance expenses, depreciation and amortization, share-based compensation, loss (gain) 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, unrealized and realized loss on investments, gain on derecognition of right of use assets, unrealized and realized foreign exchange loss, gain on fair value of derivative liabilities and purchase option derivative assets, 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. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are contained in the Appendix to this presentation. The Company has not provided a reconciliation of its forward-looking Adjusted EBITDA Margin with the most directly comparable GAAP measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable to calculate the most directly comparable GAAP measure, without unreasonable efforts due to the variability and low visibility with respect to certain costs such as stock-based compensation, certain fair value measurements, tax items, and others that may arise during the period that are not ascertainable. Third Party Information Certain information contained in this presentation and statements made orally during the related earnings webcast relate to or are based on studies, publications, surveys and other data obtained from third-party sources and the Company’s own internal estimates and research. While the Company believes these third-party studies, publications, surveys and other data to be reliable as of the date of this presentation, the Company has not independently verified, and makes no representations as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources. In addition, no independent source has evaluated the reasonableness or accuracy of the Company’s internal estimates or research and no reliance should be made on any information or statements made in this presentation relating to or based on such internal estimates and research.
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terrascend.com U.S. Cannabis Market
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p. 5 U.S. Cannabis Industry *Includes District of Columbia Sources: 1. https://mjbizdaily.com/us-cannabis-sales-estimates/ 2. https://mjbizdaily.com/map-of-us-marijuana-legalization-by-state/ 3. Gallup surveys from 1969 to 2023: https://news.gallup.com/poll/514007/grassroots-support-legalizing-marijuana-hits-record.aspx Potential Regulatory Catalysts Re-scheduling: President Trump has expressed support for both federal re-scheduling of cannabis to Schedule III as well as for state-led legalization. SAFER Banking Act: Continues to gain bipartisan support; this would create safe harbours for financial institutions to accept deposits from state licensed cannabis businesses. 31% 46% 68% 70% 2000 2010 2020 2023 % of Americans in Favor of Legalization2 8 15 42 2000 2010 2024 Number of U.S. States Legalized3 * $30.0 $33.6 $38.4 $44.3 $49.7 $53.5 $56.9 2022 2023 2024 2025 2026 2027 2028 Total U.S. Cannabis Retail Sales Estimates1 (in billions U.S.)
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p. 6 U.S. Cannabis Market Outlook • With over 50% of the U.S. population now living in states that have legalized, the total U.S. cannabis user population is projected to continue growing to 122 million consumers by 2028. • According to Whitney Economics, U.S. adult use & medical cannabis sales grew $2.6 billion or 9.14% year-over-year, totaling $31.4 billion in 2024. • If rescheduling of cannabis occurred in 2023, companies no longer affected by 280E would have saved an estimated $2 billion in excess taxes. 54 65 74 84 93 103 112 122 2021 2022 2023 2024 2025 2026 2027 2028 Total U.S. Cannabis Consumers1 (in million of consumers) Sources: 1. Cannabis - united states: Statista market forecast. Statista. (n.d.). https://www.statista.com/outlook/hmo/cannabis/united-states#revenue 2. Whitney Economics: https://whitneyeconomics.com/blog/whitney-economics-us-legal-cannabis-forecast---2024---2035 $18.7 $25.0 $25.8 $28.8 $31.4 $35.2 $40.9 $46.2 $52.8 $59.5 $67.2 $73.8 $79.0 $81.4 $84.7 $87.0 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total U.S. Legal Cannabis Forecast2 (in billions U.S.)
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terrascend.com Company Overview
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p. 8 Lynn Gefen Chief People and Legal Officer and Corporate Secretary Jason Wild Executive Chairman Ziad Ghanem Chief Executive Officer BJ Carretta SVP Marketing Chantelle Elsner President, Northeast Keith Stauffer Chief Financial Officer Experienced Leadership Team Zach Fleming SVP, Midwest and California
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p. 9 2018 Pivoted Operations to the US Market Awarded NJ Vertically Integrated License CA 2017 Founded Launched as Canadian LP Initial investment of $52.5M by Canopy Growth and JW Asset Management 2019 Acquired The Apothecarium in CA Acquired Ilera in PA 2022 Acquired Gage in MI Acquired 5 Additional Dispensaries in MI PA 2021 Acquired 3 Operating Dispensaries in PA Acquired HMS Grower / Processor in Maryland MD NJ MI 2023 Acquired 4 Dispensaries in MD MD Begins AU on July 1, 2023 Commenced Trading on the TSX MD Our Journey 2024 Completed $140M debt financing maturing in 2028 OHIO 2025 Entered OH through the acquisition of a well situated and profitable dispensary Signed definitive agreement to purchase Union Chill dispensary in NJ, which will bring total number of dispensaries in the state to 4, subject to regulatory approval
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p. 10 Company Strategy Driving Revenue and Market Share Growth Through Depth in Attractive States, Winning Brands and Operational Excellence combined with Expansion Through Greenfield Opportunities Depth & Scale in Attractive Markets Vertical Integration to Maximize Quality & Profitability Operational Excellence & Financial Discipline Great Brands & Outstanding Customer Experience Ample Greenfield Opportunity for Expansion Culture of Compliance
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p. 11 * Upon closing of dispensary acquisition in New Jersey **Adjusted EBITDA from continuing operations and Free Cash Flow are non-GAAP financial measures. Please refer to disclaimer on slide 2 and 3 and Reconciliation of Non-GAAP Measures in appendix. 2017 Year Founded ~1,200 Total Employees 6 U.S. States 10 Premium Brands 40* Operating Dispensaries Broad Wholesale Distribution 1 Canada Retail 7 U.S. Cultivation & Production Facilities Our Business A leading, vertically-integrated, North American Operator $306.7 M FY 2024 Net Revenue 48.9% FY 2024 Gross Profit Margin $60.7 M FY 2024 Adjusted EBITDA from Continuing Operations * $38.0 M FY 2024 Net Cash provided by operations (Q1 2025 Represented 11th Consecutive Quarter of Positive Cash Flow from Operations) $28.6 M FY 2024 Free Cash Flow** (Q1 2025 Represented 7th Consecutive Quarter of Positive Free Cash Flow)
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terrascend.com Business Overview
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p. 13 Footprint MICHIGAN: • Population:10 Million. • Scaled vertical operations including cultivation, manufacturing, and retail with 20 locations, and exclusive brand partnerships. OHIO: • Population:12 Million. • Recent dispensary acquisition represents initial entry into 6th U.S. state. • Intend to be a leader in Ohio through additional retail dispensary acquisitions. NEW JERSEY: Leading Market Share • Population: 9 Million. • Scaled vertical operation with 4* dispensaries. PENNSYLVANIA: • Population: 12 Million. • Scaled vertical operation with large scale cultivation and manufacturing, and 6 medical dispensaries. MARYLAND: • Population: 6 Million. • Vertically integrated operations with state-of-the-art cultivation and manufacturing facility and 4 dispensaries. CALIFORNIA: • Population: 40 Million. • Super premium flower and 4 dispensaries. Northeast MD NJPA California MD NJ CA OH Midwest MD NJ MI OH * Upon closing of dispensary acquisition in New Jersey
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p. 14 Cultivation and Retail Overview Cultivation/Processing Retail Location Cultivation/ Processing Facilities Facility Square Feet Dispensaries New Jersey* 1 140,000 4 Maryland 1 198,000 4 Pennsylvania 1 150,000 6 Ohio - - 1 Michigan 3 150,000 20 California 1 21,000 4 Toronto (Canada) - - 1 Total 7 659,000 40 * Upon closing of dispensary acquisition in New Jersey
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p. 15 7.0% 7.5% Competitor 1 Competitor 2 TerrAscend Competitor 3 Competitor 4 Q1 2024 Q1 2025 0.4 pt to #2 26 12.6% 7.9%7.5% 5.6% 5.2% Top 5 Market Share Q1 2025 TerrAscend Retail Stores 25 13 26 18 Market Share Pts Per Store 0.5 0.3 0.6 0.2 0.3 TerrAscend Holds #3 Market Share Position in the Northeast* with Strong Momentum to Overtake #2 *Combined PA, NJ, MD *Source: BDSA
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p. 16 • According to BDSA, TerrAscend maintained a leadership position in the state. • All three Apothecarium retail locations in New Jersey continued to rank in the top 10 out of over 200 dispensaries, according to Lit Alerts*. • While wholesale revenue declined sequentially, penetration rate and average order size remained stable. • Definitive agreement to acquire 4th dispensary. • Goal to acquire up to 6 additional dispensaries, expanding retail footprint to 10 in NJ. New Jersey Lodi (Dispensary) Leading Market Share 1Q ’25 Highlights * Lit Alerts and BDSA are independent market measurement sources.
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p. 17 Maryland Hagerstown (Cultivation / Processing) Burtonsville (Dispensary) Cumberland (Dispensary) Salisbury (Dispensary) Nottingham (Dispensary) 1Q ’25 Highlights • Market share increased from 5.2% to 5.9%, now only 1.4 share points away from #2 position in the state, according to BDSA. • Gained significant market share across all five product categories. Flower, vapes, edibles, extracts and pre-rolls. • Retail revenue increased slightly quarter-over- quarter; wholesale revenue increased almost 9%. • Total revenue across both channels increased sequentially for the 5th consecutive quarter to an annual run rate of nearly $75 million. • Gross margin expanded to high 50s in Q1 2025. • Expanded capacity 50% at Hagerstown facility, with first harvest expected in June.
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p. 18 Pennsylvania Processing) • Fastest share gainer in PA. • Increased market share by 38% quarter-over- quarter to a #7 position, according to BDSA. • Retail revenue steady sequentially as productivity per store continues to be healthy. • Wholesale revenue increased 9% quarter-over- quarter, driven by value-oriented Legend brand and expansion into edibles with Valhalla. • Fully built out large scale cultivation and manufacturing facility with no need for additional investment. 1Q ’25 Highlights
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p. 19 Michigan / Ohio Adrian (Dispensary) Battle Creek (Dispensary) Burton (Dispensary) Cookies Detroit (Dispensary) Ferndale (Dispensary) Grand Rapids (Dispensary) Cookies Ann Arbor (Dispensary) Cookies Kalamazoo (Dispensary) Kalamazoo (Dispensary) Lansing (Dispensary) Traverse City (Dispensary) Warren (Cultivation) Harrison (Cultivation / Processing & Distribution) Monitor (Cultivation / Processing) • Michigan priorities remain to improve operational efficiency and drive gross margins. • Announced entry into the neighboring state of Ohio with the acquisition of Ratio Cannabis. • Goal in Ohio is to assemble a leading retail footprint by acquiring high- quality stores at the right price, just as we did in Maryland. 1Q ’25 Highlights
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p. 20 ) Valhalla (Edibles Manufacturing) Berkeley 1. Source: 8th Edition, The State of the Legal Cannabis Markets, Arcview Market Research (Published May 5, 2020) California • Market Overview • Population of 39.5 million • Medical and adult-use market size is currently $4.3 billion and expected to reach $5.7 billion by 20251 • Operations • Focused on San Francisco / Bay area with 4 retail dispensaries open • State flower 20K Sq Ft cultivation facility • 110+ dispensaries with TerrAscend brands • Valhalla edibles brand
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p. 21 Brand Portfolio
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p. 22 Flagship Castro store in San Francisco named the best designed dispensary in the country by Architectural Digest2 • 10 years of operating retail experience in San Francisco, CA • Designed to provide enhanced patient and customer experiences • Highly trained staff to provide product education • Mobile App and online ordering available for express pick-up or delivery (in select markets) Insert photo with Apothecarium logo 1. Marijuana Regulatory Agency – State of Michigan – https://www.michigan.gov/mra/reports/marijuana-regulatory-agency-statistical-report 2. Architectural Digest, 11 of the Best-Designed Marijuana Shops Across America, April, 2017 * Upon closing of dispensary acquisition in New Jersey Elevated Retail Experiences 40* Dispensaries Across Maryland, Pennsylvania, New Jersey, Michigan, Ohio, California and Canada
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p. 23 Aggressive Pursuit of M&A Uniquely positioned to target bolt on acquisition opportunities and possible transformational deals • Targeted approach puts TerrAscend in a differentiated position to invest in the best geographies and assets at attractive valuations. • Closed on dispensary, Ratio Cannabis, in Ohio, where adult-use commenced in August 2024. • Goal in Ohio is to assemble a leading retail footprint by acquiring high-quality stores at the right price. • Will leverage existing infrastructure and SG&A to drive higher profitability.
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p. 24 Signed Definitive Agreement to Expand Retail Footprint in NJ • Announced a definitive agreement to purchase Union Chill dispensary, which will bring total number of dispensaries in the state to 4, subject to regulatory approval. • Union Chill is a strong performer, generating more than $11 million in annualized revenue. • Upon closing, this deal will be immediately accretive to EBITDA and cash flow. • Vertical integration will further enhance margins, provide our full array of state leading products and brands to local consumers, and enhance our leading market share position in the state. • Evaluating multiple additional opportunities in NJ and anticipate that by end of 2025, we will sign multiple additional transactions in the state.
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terrascend.com Financial Overview
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p. 26 Strong 6-Year Revenue and Adjusted EBITDA Growth Since Entering the U.S. market in 2019 * Adjusted EBITDA and Adjusted EBITDA margin from continuing operations are non-GAAP financial measures. Please refer to disclaimer on slide 2 and 3 and Reconciliation of Non-GAAP Measures in appendix. 36% 36% 16% 23% 25% (in millions) ($25) $61 $50 $307 -$50 $0 $50 $100 $150 $200 $250 $300 $350 2019 2024 Adj EBITDA Revenue Adj EBITDA Margin 20%
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p. 27 Q1 2025 Financial Highlights 7th Consecutive Quarter of Positive Free Cash Flow* 11th Consecutive Quarter of Positive Cash Flow from Operations $71.0 M Net Revenue $5.5 M Free Cash Flow* 51.8% Gross Profit Margin $8.0 M Net Cash provided by operations $15.3 M Adjusted EBITDA* +160 Basis Points QoQ $1.6 M Decrease in G&A Expenses 21.6% Adjusted EBITDA Margin* Key Drivers of this Performance: Growth and Margin Expansion in the Northeast * Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow are non -GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation.
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p. 28 Third Quarter 2023 Financial Results Sequential decrease in retail, as expected, largely due to seasonality First Quarter 2025 Net Revenue $50.1 $46.9 $24.3 $24.1 $74.4 $71.0 Q4 2024 Q1 2025 Net Revenue (in millions, US$) Wholesale Retail • Revenue: $71.0 million versus $74.4 million in Q4 2024. • 4.5% decrease sequentially, as expected, largely due to seasonality. • Pennsylvania and Maryland retail sales were flat to slightly up sequentially, while seasonal declines occurred in Michigan and New Jersey. • In wholesale, sequential growth in Pennsylvania and Maryland was offset by a decline in New Jersey.
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p. 29 First Quarter 2025 Gross Profit Margin QoQ 160 basis-point expansion driven by improvements in Maryland, Pennsylvania, and Michigan, while New Jersey remained relatively flat QoQ 48.0% 50.2% 51.8% Q1 2024 Q4 2024 Q1 2025 Gross Profit Margin +160 bps QoQ • Gross Profit Margin: 51.8% versus 50.2% in Q4 2024 and 48.0% in Q1 2024. • Quarter-over-quarter 160 basis-point expansion was driven by improvements in Maryland, Pennsylvania, and Michigan. • New Jersey gross margin remained relatively flat quarter-over-quarter.
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p. 30 General & Administrative Expenses* First Quarter 2025 General & Administrative (G&A) Expenses Ongoing initiatives to optimize G&A expenses expected to reduce G&A by $10 million YoY in 2025 37.6% of Revenue 37.2% of Revenue General & Administrative Expenses (in millions, US$) $31.6 $28.0 $26.4 Q3 2024 Q4 2024 Q1 2025 • G&A expenses for Q1 2025, $26.4 million, compared to $28.0 million in Q4 2024. • G&A expenses decreased by an additional $1.6 million in Q1 2025, following a $3.6 million reduction in Q4 2024. • Continued G&A expense reduction over the past two quarters reflects ongoing initiatives to optimize G&A expenses, which are expected to be reduced by $10 million year-over-year in 2025. -$1.6M QoQ 42.6% of Revenue -$3.6M QoQ
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p. 31 First Quarter 2025 Net Loss and Adjusted EBITDA* GAAP Net Loss: • $12.3 million net loss, compared to a $30.2 million net loss in Q4 2024. $15.1 $15.3 Q4 2024 Q1 2025 Adj EBITDA* (in millions, US$) * Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation. -$30.2 -$12.3 Q4 2024 Q1 2025 GAAP Net Loss (in millions, US$) Adjusted EBITDA*: • $15.3 million, or 21.6% of revenue, compared to $15.1 million, or 20.3% of revenue in Q4 2024. • Sequential improvement primarily driven by gross margin expansion and lower G&A expenses. 20.3% of Revenue 21.6% of Revenue
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p. 32 Balance Sheet, Cash Flow & Stock Repurchase Program • Cash and cash equivalents: • $29.4 million (3/31/25), compared to $26.4 million (12/31/24) • Q1 2025 net cash provided by operations: • $8.0 million, representing 11th consecutive quarter of positive cash flow from operations • Q1 2025 Capex: • $2.5 million, mainly related to expansions at Maryland and New Jersey facilities • Free Cash Flow*: • $5.5 million, representing 7th consecutive quarter of positive free cash flow * Free Cash Flow is a non-GAAP measures defined in the section titled “Definition and Reconciliation of Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure in the Appendix at the end of this presentation. • Other payments: • Paid down $1.0 million in debt • $700 thousand of distributions to NJ minority partners • Share repurchase program: • Up to $10 million of common shares • In March, repurchased shares during the 15-day open trading window and within the daily purchase restriction limits
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p. 33 Second Quarter 2025 Expectations • Revenue flat to up low single digits sequentially. • Gross margin to continue at ~50%. • Further G&A expense reduction quarter-over-quarter. • Continue to realize G&A savings from actions taken, with the expectation to generate $10 million in savings for the full year 2025.
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p. 34 LET’S GROW TOGETHER
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p. 35 Share Count Detail * Includes 96 million common shares held by JW Asset Management and affiliated entities. Fully Diluted Shares Outstanding (As of March 31, 2025) Total Shares (in Millions) Total Common Shares* 293 Preferred Shares 13 Exchangeable Non-voting Shares (Canopy USA) 63 Total Basic Shares Outstanding 369 Warrants and Options (weighted average price of $3.90) 42 Total Shares Outstanding (Fully-Diluted) 411
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p. 36 Appendix – Reconciliation of Non-GAAP Measures The table below reconciles net loss from continuing operations to EBITDA from continuing operations and Adjusted EBITDA from continuing operations for the quarters ended December 31, 2024 and December 31, 2023, and the years ended December 31, 2024 and December 31, 2023. For the Three Months Ended For the Years Ended December 31, 2024 September 30, 2024 December 31, 2024 December 31, 2023 Revenue, net $ 74,353 $ 74,168 $ 306,677 $ 317,328 Net loss (30,163 ) (21,419 ) (72,670 ) (86,730 ) Net loss margin % -40.6 % -28.9 % -23.7 % -27.3 % Loss from discontinued operations — — — 4,444 Loss from continuing operations (30,163 ) (21,419 ) (72,670 ) (82,286 ) Add (deduct) the impact of: Provision for income taxes (14,335 ) 14,373 20,438 23,453 Finance expenses 8,788 8,610 35,402 35,106 Amortization and depreciation 5,074 5,036 20,103 20,382 EBITDA from continuing operations (30,636 ) 6,600 3,273 (3,345 ) Add (deduct) the impact of: Share-based compensation 1,986 4,275 9,706 7,707 Loss on extinguishment of debt — 1,662 1,662 — (Gain) loss from revaluation of contingent consideration (1,082 ) 327 2,465 (645 ) (Gain) loss on disposal of fixed assets (21 ) 8 (30 ) (1,914 ) Impairment of goodwill and intangible assets 39,334 39,334 55,993 Impairment of property and equipment and right of use assets 6,073 — 8,511 2,079 Bad debt recovery — — (4,169 ) — Employee Retention Credits Transfer Fee — — — 2,236 Unrealized and realized loss (gain) on investments 25 (14 ) 238 2,603 (Gain) loss on lease termination and derecognition of finance lease — (51 ) (1,220 ) (1,012 ) Unrealized and realized foreign exchange loss (gain) 765 (214 ) 940 (53 ) Gain on fair value of derivative liabilities and purchase option derivative assets (1,941 ) (669 ) (4,549 ) (322 ) Restructuring and executive severance — — 921 Legal settlements — — 746 Other one-time items 606 1,793 4,533 3,808 Adjusted EBITDA from continuing operations $ 15,109 $ 13,717 $ 60,694 $ 68,802 Adjusted EBITDA Margin from continuing operations 20.3 % 18.5 % 19.8 % 21.7 %
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p. 37 Appendix – Reconciliation of Non-GAAP Measures For the Three Months Ended March 31, 2025 December 31, 2024 Revenue, net $ 70,997 $ 74,353 Net loss (12,269 ) (30,163 ) Net loss margin % -17.3 % -40.6 % Add (deduct) the impact of: Provision for income taxes 11,447 (14,335 ) Finance expenses 8,499 8,788 Amortization and depreciation 4,710 5,074 EBITDA 12,387 (30,636 ) Add (deduct) the impact of: Share-based compensation 1,514 1,986 Loss (gain) from revaluation of contingent consideration 381 (1,082 ) Gain on disposal of fixed assets — (21 ) Impairment of goodwill and intangible assets — 39,334 Impairment of property and equipment and right of use assets — 6,073 Unrealized and realized loss on investments 742 25 Gain on derecognition of ROU asset (5 ) — Unrealized and realized foreign exchange loss 42 765 Gain on fair value of derivative liabilities and purchase option derivative assets (97 ) (1,941 ) Other one-time items 362 606 Adjusted EBITDA $ 15,326 $ 15,109 Adjusted EBITDA Margin 21.6 % 20.3 % The table below reconciles net loss to EBITDA and Adjusted EBITDA for the quarters ended March 31, 2025 and December 31, 2024.
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p. 38 Appendix – Reconciliation of Non-GAAP Measures For the Three Months Ended March 31, 2025 December 31, 2024 Net cash provided by operating activities $ 8,004 $ 9,747 Capital expenditures for property and equipment (2,458 ) (4,739 ) Free Cash Flow $ 5,546 $ 5,008 The table below reconciles Net cash provided by operating activities to Free Cash Flow for the quarters ended March 31, 2025 and December 31, 2024.