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TerrAscend Corp.
3/12/2026
Good afternoon. I will be your conference operator today. At this time, I would like to welcome everyone to the Terrasen Fourth Quarter and Full Year 2025 Financial Results Conference Call. I will now turn the call over to Walter Pinto, Managing Director of KCSA Strategic Communications, for introduction. Please go ahead.
Thank you, Operator, and good evening. Welcome to the Terrasen Fourth Quarter and Full Year 2025 Financial Results Conference Call. Joining us for today's call is 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 financial results for the fourth quarter and full year of 2025, and the estimates and assumptions relating thereto, including 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 forward-looking statement discussed 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 Series and Exchange Commission, and other filings that the company makes with the SEC from time to time, which are available at sec.gov, on CEDAR+, and on the company's website at terrasend.com. The forward-looking statements in this call speak as of today's date, and the company undertakes no 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 today's earnings press release in our annual report on Form 10-K for the year ended December 31, 2025, which you can find in the company's Investor Relations website or on the SEC and CEDAR Plus websites. I'd now like to turn the call over to Mr. Jason Wild. Please go ahead, Jason.
Good evening, everyone, and thank you for joining us. I'm pleased to report another strong performance in our core northeast markets of New Jersey, Maryland, and Pennsylvania. In the fourth quarter, we generated $66.1 million in revenue, bringing full-year 2025 revenue to approximately $261 million, with gross margins for the quarter and full year of over 52%. For the fourth quarter, adjusted EBITDA from continuing operations totaled $16.7 million, or 25.2% of revenue. And for the full year, we delivered $67.8 million of adjusted EBITDA from continuing operations, representing a 26% margin. Notably, we generated $33.9 million in operating cash flow from continuing operations and $25.3 million in free cash flow for the full year. During the fourth quarter, we generated $8.3 million in operating cash flow from continuing operations and $6.6 million in free cash flow. This marks TerraCent's 14th consecutive quarter of positive operating cash flow and 10th consecutive quarter of positive free cash flow. These results are the product of continued operational discipline and execution across our core markets of New Jersey, Maryland, and Pennsylvania. In New Jersey, we recently completed the Union Chill transaction, which expanded our retail footprint to four dispensaries in the state. In Maryland, we are operating at a roughly $75 million annual run rate, with fourth quarter gross margins impressively nearing 60%. And in Pennsylvania, both retail and wholesale revenue increased sequentially for the fourth quarter. We have increased capacity at our cultivation facility in Pennsylvania to account for new product launches, increase wholesale demand, and in preparation for potential adult use conversion. Turning to our balance sheet, in July 2025, we completed a $79 million non-dilutive debt financing, which allowed us to retire $68 million of existing debt with the remainders designated for future growth initiatives. The vast majority of our debt maturities are now extended to the second half of 2028, significantly eliminating near-term refinancing risk. Importantly, the facility also includes an additional uncommitted term loan of up to $35 million to support future strategic M&A. This gives us meaningful financial flexibility to pursue accretive growth opportunities while maintaining our disciplined approach. On the M&A front, As I mentioned, we recently closed on Union Chill in New Jersey. We also entered Ohio with the acquisition of the assets of Ratio Cannabis earlier in 2025. Throughout the year, we demonstrated discipline, deliberately passing on multiple opportunities that were not attractive enough for us. Some of these opportunities came back to us with better pricing, proving that our approach was appropriate. Growing through acquisitions is a major part of our strategy, but we will only do it at the right time and at the right price. In this current environment, we are evaluating attractive distressed assets, particularly in our core markets of New Jersey and Pennsylvania. We believe our scale and vertical integration position us favorably when considering these opportunities. Turning briefly to regulatory reform, we continue to monitor developments at both the state and federal levels. As we've said many times, we operate under the assumption that reform will take time, and any successful reform only serves as upside to our plan. In December 2025, the White House issued an executive order directing federal agencies to expedite the rescheduling process for marijuana and enhance federal research and policy coordination. This represents the most significant federal cannabis policy action in decades. That said, the formal rescheduling process remains subject to agency rulemaking and implementation timelines. Lastly, in 2025, we renewed and replenished our normal course issuer bid, authorizing up to an additional $10 million in repurchases through August 2026. During 2025, we repurchased over 1.1 million shares at a weighted average price of 44 cents US per share. In summary, we are very pleased with how we finished this year and strongly believe in our differentiated pathway for growth, both organically and through M&A, due to our deep presence and successful operations in our existing markets and a wide open map for further expansion. We have consistently demonstrated positive free cash flow with gross margins and adjusted EBITDA margins amongst the leaders in the industry, regardless of size. Considering the strength of our balance sheet, no sale leasebacks, and over $37 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 our normal course issuer bid in place, we will continue to execute on the buyback in a disciplined manner while balancing growth investments, capital expenditures, and selective M&A. With that, I'll turn the call over to Ziad to provide a detailed update across our key markets. Ziad?
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