TRUBAR Inc. (TRBR.V) Earnings Call Transcript & Summary

Hello, and thank you, everyone, for joining us today. Welcome to our TRUBAR Inc. investor webinar, where today we'll be reviewing our financial results for the third quarter of 2025, and discussing the acquisition of TRUBAR by ETI. This call is being recorded. Please note, portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws. These statements are made under the safe harbor provisions of those laws. Please refer to today's press release and our management discussion and analysis for our disclosure of risks and uncertainties. We provide forward-looking statements solely for the purpose of providing information about the management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or changes in events, conditions, assumptions or circumstances on which any of these statements is based, except if it's required by law. We use terms such as adjusted EBITDA, gross revenue, gross profit and gross margin, which are non-IFRS and non-GAAP measures. For more information on how we define these terms, please refer to the definition set in our management discussion and analysis. Joining me on the call today are Erica Groussman, Co-Founder and CEO of TRUBAR, along with the company's Executive Chairman, Kingsley Ward. With that, let me turn the call over to King and Erica.

Thanks, Fernie. Good morning, everyone, and thank you for joining our call. This is a momentous day for TRUBAR. It's a day that we have been diligently working towards over the last 2 years since we became actively involved in the brand. In that short time, we have completed a major restructuring of the business, divested noncore assets, changed our corporate name to TRUBAR Inc., enhanced our quality and safety programs, improved our supply chain efficiency and implemented a new ERP solution. In addition to all this, we assembled a world-class leadership team with deep expertise and a demonstrated track record of building and scaling consumer brands. These steps had one primary purpose, to enable us to focus our attention and resources exclusively on the growth and expansion of the TRUBAR brand. This morning's announcement marks the beginning of a new chapter for the TRUBAR team with the acquisition of the brand by ETI. ETI is a leading, privately held consumer products company based in Turkey with a growing portfolio of brands in international markets. For additional information, please refer to their website, etiinternational.com. Under the terms of the agreement, ETI will acquire all the outstanding shares of TRUBAR. TRUBAR shareholders will receive CAD 1.64 per share, all in cash. This represents a premium of 64% to the closing price of TRUBAR shares on the TSX Venture Exchange on November 21, 2025, the last trading day prior to this announcement. It also represents 102% premium to the 60-day volume weighted average price of the TRUBAR shares on the TSXV as of November 21, 2025. The transaction is subject to the approval of TRUBAR shareholders and other customary closing conditions. Shareholders will vote on the transaction at a special meeting that is anticipated to be held in January 2026, with the closing of the transaction expected during the first quarter of 2026. We convened a special committee of the TRUBAR Board to review, evaluate and negotiate this agreement. Based on the special committee's in-depth analysis of the agreement, including the opinions of our bankers and advisers, our Board is extremely confident that this transaction represents a significant premium for TRUBAR shareholders at this stage in the brand's development. Importantly, this agreement also delivers on our commitment to creating long-term value for our shareholders. I want to thank the TRUBAR Board and the Special Committee for their counsel, expertise and considerable investment of time in making this acquisition possible. In particular, I want to recognize Richard Kellam for his leadership of the special committee and for serving as our point person in negotiating this very favorable agreement. I also want to acknowledge and thank Erica Groussman, who, as the founder of the TRUBAR brand, has demonstrated determination, perseverance, creativity and leadership in building this great brand and putting us in a position to move forward with this transaction with ETI. Last but not least, I want to thank the whole TRUBAR team for their incredible work and many, many long days, nights and weekends spent with them doing really 2 jobs, managing the extensive due diligence process that we had to go through for this transaction, as well as achieving the spectacular growth in this quarter. Again, my thanks to you, Erica, for leading the team and building this incredible brand and helping ETI through all of their due diligence activities. I'll now turn the call over to you to talk about our third quarter results.

Thank you, Kingsley, and good morning, everyone. We're very excited about today's announcement and the very bright future for TRUBAR as part of ETI. Turning to our third quarter results. We delivered another strong performance, in line with our expectations. Our results demonstrated the growing strength of the TRUBAR brand and the continued execution of our strategy. The foundation of that strategy is our focus on expanding distribution, accelerating our marketing efforts and advancing our innovation pipeline. Looking at our financial performance in Q3, our net revenue was $21.6 million, an 88% increase over Q3 '24. This is another record quarter of growth. Our gross profit was $8.9 million, an increase of 76% versus a year ago quarter. However, our gross margin percentage was 41%, which was down versus Q3 '24, reflecting our continued investment in trial and awareness programs with our retail partners to build our brand. This investment was as planned and is very much in line with early-stage brand-building programs in CPG. Our adjusted EBITDA was $1.4 million in the quarter, an increase of 39% versus the year-ago quarter. Looking at our revenue breakdown for Q3, we had a solid growth across all channels, direct-to-consumer, physical retail, and club. Retail was up 206% in the quarter, followed by direct-to-consumer at 170%, and the club channel at 50%. I'm very excited about our continued progress, growing all our revenue and diversifying our mix across all channels. This is reflected in our sales breakdown by segment for the year-to-date compared to the same period in 2024. Based on our performance for the year-to-date, we are reaffirming our full year guidance for net revenue in the range of $65 million to $70 million. That's a 50% to 60% year-over-year increase driven by our current footprint, new doors we've opened in 2025, and increasing velocities across all our channels. Our growth, particularly over the last 18 months, has been driven by the expansion of our retail footprint across North America. During the third quarter, we strengthened our regional footprint with the addition of more than 500 stores across the U.S., Midwest, Pacific Northwest and Colorado, and major grocery chains, including Meijer, King Soopers, and Fred Meyer. We also continued our retail expansion in Canada with launches in Costco, Pattison Food Group and Healthy Planet stores. Another highlight of the quarter was the launch of our TRUBAR Kids line, an allergy-friendly nut-free bar that went into Sprouts nationwide. This launch continues to generate solid listing momentum across multiple channels, including e-commerce. TRUBAR Kids marks a major step in advancing our innovation strategy, where our focus is on developing new flavors, pack sizes and bar sizes, all designed for new occasions to enjoy the brand. As we look ahead to become part of the ETI team, I want to also add my thanks to the TRUBAR Board of Directors for their leadership, guidance and support that they've provided to me and my team. I also want to thank my incredible team for all of their commitment, their dedication to make this day possible. It is very gratifying for me to see this growth and momentum that we have built for the TRUBAR brand. I'm very excited for us to have this opportunity to begin a new chapter as part of a larger global enterprise with the expertise and resources to take this business to the next level. With all of that, I'll turn it back to you, Fern. Thank you.

Thank you, Erica and King. We will now open the floor to questions. Our first question is from Noel Atkinson from Clarus Securities.

It's Noel Atkinson from Clarus. Congratulations on the announcement for the acquisition and also on the impressive Q3 results. That was very, very strong results. So I was wondering if you could talk just quickly on what were the drivers that contributed to your decision to accept an acquisition at this stage? And then also secondly, as a follow-on on ETI, do they have a significant sales footprint in the U.S.? Or are they kind of looking to you to be in the sharp edge of the spear for them in the U.S. market?

Yes. Thanks, Noel. Look, let's just look to the experience of the Board, really it is what helped us think about the opportunity that was presented when the conversation started with Erica back in the first quarter of the year. It was conversations amongst the Board that led to conversations with senior bankers and advisers in the space. And it became very clear to us that the price that was being offered for the business was extremely fair considering the brand's development -- where we've gotten in our development to this date. And I want to highlight that we struck up the special committee activity, and there was a lot of time, energy and effort. Really appreciate the team's work on that front to assess this opportunity. Obviously, we don't take this lightly. And so we went through that process and came to a unanimous conclusion that this made a lot of sense for us at this time. Sorry, Noel, what was the second part of that question?

Just on ETI, do they have much exposure in the U.S. market already? Or is TRUBAR going to be their new lead product into the U.S. market?

Yes. Look, Noel, ETI is a private company, and we're really not at liberty to talk about their plans for the future. So I just know that we are extremely excited about the opportunity for this brand to be placed in their hands. They have decades, decades of experience, and we'll just continue, I think, to build this brand with our wonderful team at TRUBAR and achieve spectacular success going forward. It's really where we're at. Fern, you're on mute. I don't know if there are any more questions.

Yes. Well, we have some questions coming in from the crowd. I'm just organizing them right now. We have one question that came in. Can you provide any background on how the transaction came together, and elaborate on the rationale for this buyer?

Yes. So look, I'll just keep this -- it's really very simple that Erica was introduced to these folks back in the first quarter of this year and discussions began. And as you can tell, Erica is a very good salesperson and has built this incredible brand, and it wasn't difficult for her to walk the ETI team down the road to the conclusion that them buying this business made a ton of sense. And as far as making the decision, I'm going to repeat myself here, making the decision to transact at this point in time was really reached with an extensive amount of discussion with the Board. Advisers and bankers with decades of experience in the space, some of the biggest players in the world were contacted. And we all came to the conclusion based on their advice, the bankers and advisers, that this was a very, very fair price for the business. And we made ourselves comfortable and obviously, Erica had to be super comfortable with placing this brand in the hands of the ETI team going forward. So I hope that answers the question there, folks. Erica, do you want to add any color to that? You're on mute.

No, I'm super excited to become part of their family per se. And everything that you said is accurate. So I think they're very excited to also be a part -- to have TRU be a part of their infrastructure.

Thank you. Any other questions there, Fern?

Yes. We have a question coming in as to expected closing dates?

Yes. Okay. So folks, obviously, information will be following, but we hope to close this early in the first quarter. Hopefully, January, but it could spill into February, depending on how the process unrolls.

Okay. I do not see any further questions right now at this time. So I think we can close up the call.

All right. Well, before we close, I do want to thank all our shareholders for their incredible support over these last few years. We are blessed with the faith that you put in all of us to guide this company forward. And again, thank you for that support. With that, we'll wrap for the day. Thank you all.