NEW YORK and TORONTO, Nov. 16, 2021 (Canada NewsWire via COMTEX) -- TerrAscend Corp. ("TerrAscend" or the "Company") /zigman2/quotes/207845920/delayed CA:TER +2.07% (otcqx:TRSSF), a leading North American cannabis operator, today reported its financial results for the third quarter and nine-month periods ending September 30, 2021. All amounts are expressed in U.S. dollars unless indicated otherwise and are prepared under International Financial Reporting Standards ("IFRS").
Third Quarter 2021 Financial Highlights(Unless otherwise stated, all results are in U.S. dollars)
-- Net Sales increased 29% year-over-year to $49.1 million and declined 16% sequentially. -- Adjusted Gross Profit Margin(1) of 46% compared to 59% in Q3 2020 and 61% in Q2 2021. -- Adjusted EBITDA(1) of $10.5 million compared to $13.2 million in Q3 2020 and $24.3 million in Q2 2021. -- Adjusted EBITDA Margin(1) of 21% compared to 35% in Q3 2020 and 41% in Q2 2021. -- Cash balance of $103 million at quarter end to support growth initiatives.
Jason Wild, Executive Chairman of TerrAscend, commented, "I am pleased with the improvements made in Pennsylvania since we withdrew full year 2021 guidance in August. The ratio of quality flower to trim from recent harvests has increased dramatically. Additionally, THC and Terpene potency has been testing at all-time highs. In New Jersey, we are well prepared for adult use once the state gives us the go ahead. Our New Jersey Apothecarium dispensaries will have some of the best selection and depth of product available in the state at launch. We are building this business for success over the long term and will continue to make decisions with that mindset. For the 4(th) quarter, we expect to show sequential revenue and adjusted EBITDA growth with these positive trends accelerating into 2022."
Third Quarter 2021 Operational Highlights
-- Previously disclosed yield issues in Pennsylvania have been rectified, with the highest quality flower the facility has ever grown hitting the market in recent weeks. -- Announced the acquisition of Gage Growth Corp. ("Gage") and expect the transaction to close in early 2022, ahead of previous expectations. -- Signed exclusive agreement to cultivate, manufacture and distribute COOKIES licensed product and bring COOKIES Corners to all three Apothecarium dispensaries in New Jersey, subject to regulatory approval. -- Purchased an additional 12.5% of the equity of TerrAscend New Jersey, bringing total ownership to 87.5%. -- Successfully launched premium California edibles brand, Valhalla Confections, in New Jersey.
-- Shareholders overwhelmingly approved the acquisition of Gage at the special shareholder meeting held on November 11, 2021. -- Closed on the purchase of a 156,000 square foot facility in Hagerstown, MD intended for expansion of cultivation and processing in the state, with plans to be operational in Q1 2022, in preparation for potential adult use legislation. -- Filed Form 10 registration statement with the SEC to convert from a foreign private issuer and IFRS reporting to U.S. GAAP effective January 1, 2022. The Company is now prepared to list on a US Exchange once permissible. -- Entered into amendment to membership interest purchase agreement to acquire Gage's licensed operators to potentially expedite the timeframe to complete conditions to close.
Financial Summary of Q3 2021 and Comparative Periods
(In millions of U.S. Dollars) Q3 2020 Q2 2021 Q3 2021 YTD 20 YTD 21 Net Sales 38.1 58.7 49.1 98.2 161.2 QoQ increase 11% 10% -16% YoY increase 88% 72% 29% 121% 64% Gross profit before gain on fair value of biological assets 22.5 34.7 22.6 53.2 92.3 Adjusted Gross profit(1) 22.5 35.7 22.6 54.4 93.3 % of Net Sales 59% 61% 46% 55% 58% General & Administrative Expense 10.3 14.8 15.0 32.5 45.5 % of Net Sales 27% 25% 30% 33% 28% Adjusted EBITDA(1) 13.2 24.3 10.5 25.3 57.3 Adjusted EBITDA % of Net Sales 35% 41% 21% 26% 36% Net income /(loss) (14.6) (23.1) 62.3 (34.7) 26.5 Cash Flow from Operations (1.2) 3.4 (16.9) 5.2 (0.2)
1. Adjusted EBITDA and the respective margin and Adjusted Gross Profit and the respective margin are Non-IFRS measures. Please see discussion and reconciliation of Non-IFRS measures below.
Net Sales increased 29% to $49.1 million in the third quarter of 2021, as compared to $38.1 million in the third quarter of 2020. This year over year growth was driven by the acquisitions of KCR and HMS, cultivation capacity expansions in Pennsylvania, New Jersey, and California as well as an increase in the number of dispensaries from seven to thirteen. Net Sales declined 16% quarter over quarter primarily driven by temporary yield declines in Pennsylvania related to ongoing construction and expansion efforts.
Adjusted gross margin, before gain on fair value of biological assets, was 46% in the third quarter of 2021 compared to 59% in the third quarter of 2020 and 61% in the second quarter of 2021. The compression year over year and quarter over quarter in adjusted gross margin was due to yield declines in Pennsylvania leading to under absorption of fixed costs and a higher mix of retail versus wholesale sales.
SG&A expense, excluding stock-based compensation, was $15.0 million compared to $10.3 million in the third quarter 2020. The year over year increase was primarily due to the increase in dispensary count from seven to thirteen and a non-recurring increase in professional fees related to US filing and IFRS to US GAAP conversion. SG&A as a percent of net sales was 30% in the third quarter of 2021, including these non-recurring professional fees, compared to 27% in the third quarter of 2020 and 25% in the second quarter of 2021. The Company continues to invest in building infrastructure to support growth while realizing improved operating leverage over time.
Adjusted EBITDA(1) was $10.5 million in the third quarter of 2021 compared to $13.2 million in the third quarter of 2020 and $24.3 million in second quarter 2021. The decline in Adjusted EBITDA(1) was primarily due to the yield declines in Pennsylvania.
Net income for the third quarter of 2021 was $62 million, largely impacted by a non-cash gain on fair value of warrants of $69 million.
Balance Sheet and Cash Flow
Cash and cash equivalents were $103 million as of September 30, 2021, compared to $154 million as of June 30, 2021, providing ample capacity to fund planned organic and inorganic growth initiatives.
Cash used in operations was $17 million, including a $21 million tax payment in the quarter. During the quarter a payment of $25 million was also made related to the partial buyout of our New Jersey partnership, taking total ownership up to 87.5%, from 75%. Capex spending was $16 million focused primarily on the continued expansion work at the Pennsylvania cultivation facility and the construction of the third New Jersey dispensary in Lodi expected to open in the fourth quarter.
As of November 16, 2021, there were 313 million shares outstanding on a fully diluted basis. Fully diluted shares outstanding include approximately 185 million common shares, 14 million common share equivalent preferred shares, 39 million exchangeable non-voting shares, and 75 million warrants and options. Basic shares outstanding on an as converted basis were approximately 238 million. The warrants and options had a weighted average strike price of C$5.20 on September 30, 2021, with potential USD cash proceeds of approximately $300 million if exercised.
US Filing Update
On November 2, 2021, the Company filed a Form-10 registration statement with the SEC and will therefore become a U.S. filer under U.S. Generally Accepted Accounting Principles (US GAAP) with the United States Securities and Exchange Commission (SEC) effective on 1/1/22. The Company is now prepared to list on a US stock Exchange once permissible.