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TerrAscend Corp.
11/6/2025
Good morning, ladies and gentlemen, and welcome to the TerraSend Corp third quarter 2025 financial results. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question and answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Wednesday, November 6th, 2025. I would now like to turn the conference over to Valter Pinto. Please go ahead.
Thank you, operator, and good morning. Welcome to the Tarasen Third Quarter 2025 Financial Results Conference Call. Joining us for today's call are Jason Wild, Executive Chairman, Ziad Ghanem, President and Chief Executive Officer, and Alyssa Campbell, Interim Chief Financial Officer. Our remarks today include forward-looking statements, including statements with respect to the company's outlook including the company's expected financial results for the fourth quarter of 2025 and the estimates and assumptions related thereto. The company's expectations regarding its growth prospects in new and existing markets such as Ohio and New Jersey, its M&A strategy, anticipated timing and benefits regarding the sale of the company's assets in Michigan, and the expectations regarding regulatory reform and the potential benefits thereof. Each call we're looking to save and discuss in today's call are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Actual results and the timing of certain events may differ materially from the results or timing predicted or implied by such forward-looking statements and reported results should not be considered as an indication of future performance. Additional information regarding these factors appear under the heading risk factors in the company's Form 10-K filed with the Securities and Exchange Commission and other filings that the company makes with the SEC from time to time. which are available at sec.gov, on CDAR+, and the company's website at terrasend.com. The forward-looking statements in this call speak as of today's date, and the company undertakes any obligation to update or revise any of these statements. Also during the call, the company may present both GAAP and non-GAAP financial measures. A reconciliation of non-GAAP to GAAP measures is included in the company's earnings press release and our quarterly report, on form 10Q for the quarter ended September 30th, 2025, which you can find in the company's Investor Relations website or on the SEC and CDAR Plus websites. I'd now like to turn the call over to Mr. Jason Wiles. Jason, please go ahead.
Good morning, everyone, and thank you for joining us. Third quarter revenue from continuing operations totaled 65.1 million, flat year over year and in line with the expectations we communicated on last quarter's earnings conference call. While gross margins improved 110 basis points year-over-year to 52.1% and adjusted EBITDA margin improved to 26.1% as compared to adjusted EBITDA margin of 25.9% for the same period last year. Gross margin and adjusted EBITDA margin for the quarter also increased sequentially 210 basis points and 150 basis points respectively. We generated positive cash flow from continuing operations of $7.1 million for the third quarter after net tax payments of $5 million during the quarter and positive free cash flow of $4.9 million. This marks our 13th consecutive quarter of positive cash flow from continuing operations and 9th consecutive quarter of positive free cash flow. Consistent performance in the Northeast markets of New Jersey, Pennsylvania, and Maryland were the key drivers of these results. In New Jersey, we maintained our leadership position according to BDSA. And in Pennsylvania, four of our six stores ranked among the top 10 statewide. In Maryland, our success story continues with a 14.8% increase in revenue year over year and gross margin in the high 50s. As you mentioned during our last earnings call, in the second quarter, we made the strategic decision to exit the Michigan market. As expected, this move has unlocked value for TerraCent both in terms of additional cash flow generation and enabling the team to focus on our higher value markets. The divestiture transactions currently consist of all cash deals and all proceeds will be applied to pay down existing debt. Ziad will provide additional details. Well, our team has worked tirelessly on finalizing our exit from Michigan. We remain focused on our M&A pipeline. In New Jersey, we are working through the closing of our UnionChill dispensary, a well-situated dispensary with limited competition within 10-mile radius, which will bring our total dispensaries in the state to four. UnionChill currently generates over 11 million in annualized revenue and will be immediately accretive to EBITDA and cash flow. We plan to vertically integrate UnionChill after closing, which is expected to further enhance margins provide our full array of state leading products and brands to local customers and enhance our leading market share position in the state. We anticipate the acquisition will be approved soon and look forward to providing more details at the appropriate time. We are evaluating additional opportunities in New Jersey and have a robust pipeline which we continue to work through in a disciplined manner. During the quarter, we completed a $79 million non-dilutive upsizing to our senior secured syndicated term loan with focused growth. The majority of the proceeds were used to retire existing debt across other lenders, and the remainder is designated for future growth initiatives. This financing extends the maturity of all of our senior secured debt until late 2028. It also provides us access to an additional uncommitted term loan of up to $35 million for strategic M&A. This transaction reflects Focus Growth's confidence in Terrasense's vision and strategy, and I'd like to thank their team for their continued support. On the topic of regulatory reform, we are closely monitoring developments at both state and federal levels. There is real potential for reform under the Trump administration. As we have mentioned many times, we have operated and will continue to operate our business independent of federal reform. In PA, we continue to have conversations with lawmakers to gather support for the passage of an adult use bill. When adult use implementation happens, we will be prepared to meet the increase in demand by bringing additional capacity online at our 150,000 square foot facility. Our PA canopy space is larger than the canopy at all of our other facilities combined. In summary, TerraCent has a unique pathway to growth organically and through M&A due to our deep presence in our existing markets and a wide open map for further expansion. Not only have we demonstrated consistent delivery of positive operating and free cash flow for many consecutive quarters, but our steady improvement in operational efficiency has yielded us margins amongst the leaders in the industry, regardless of size. Considering the improved performance of our existing business, strength in the balance sheet, having no sale leasebacks, over $36 million in cash, the potential for Pennsylvania to convert to adult use, and multiple attractive acquisition opportunities, we believe that our equity is significantly undervalued. With that, I'll now turn the call over to Ziad to provide an update across our key markets. Ziad?
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