cbdMD, Inc.

Good afternoon. Welcome to CBDMD's third quarter fiscal 2025 results conference call. This afternoon, the company issued a press release that provided an overview of its third quarter results, which followed the filings of its quarterly report on Form 10-Q. Today's conference call is being recorded and will be available online along with our earning press release covering our financial results and non-GAAP presentation. at cbdmds.com in accordance with CBDMD's retention policies. All participants on this call will be in a listen-only mode. The call will be followed by a question-and-answer session. At this time, I would now like to turn the conference over to Brad Whitford, the company's chief accounting officer. Brad, please go ahead.

Thank you, Ranju, and thank you all for joining CBDMD's June 30, 2025, third quarter fiscal 2025 earnings call and update. On the call today, we also have Ronan Kennedy, our CEO and Chief Financial Officer. We'd like to remind everyone that various remarks about future expectations, plans, and prospects constitute forward-looking statements for purposes of safe harbor provisions under the Private Securities Litigation Reform Act of 1995. CBDMD cautions that these forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from those indicated, including risks described in the company's annual report on Form 10-K, for the year ended September 30th, 2024, and our other filings with the SEC, all of which can be reviewed on the company's website at www.cbdmd.com or on the SEC's website at www.sec.gov. Any forward-looking statements made on this conference call speak only as of today's date, Thursday, August 14th, 2025, and CBDMD does not intend to update any of these forward-looking statements to reflect events or circumstances that would occur after today's date, except as they may be required by federal securities laws. With that, I'd like to turn the call over to Ronan.

Good afternoon, everyone, and thank you for joining today. This quarter was a mix of continued transformation, important progress, and some short-term challenges that we were addressing head-on. While our financial results didn't meet our own standard, the actions we've taken over the past several months are already showing encouraging signs that our trajectory is improving. The big picture is this. We spent the past year making structural changes to reverse a multi-year revenue decline, streamline operations, and strengthen our capital structure. Those efforts have positioned us with a healthier balance sheet, nearer, more agile organization, and more focused growth strategy. Our third quarter was about putting those changes in motion, rebuilding our marketing execution, expanding OASIS distribution, and navigating an unusual active regulatory environment that affected parts of our wholesale business. On the operational front, our OASIS brand continues to be a focus of our growth strategy. Since the end of Q3, we added Tennessee and Minnesota to our distribution footprint, bringing distribution up to seven states with several others in the pipeline. These are high-potential markets with consumer demographics aligned with our target profile for functional alcohol-free social beverages. Shipments to these states are scheduled for August with in-market availability in September. OASIS is an entry in one of the fast-growing segments of the beverage market. The THC Salesforce category is growing rapidly and we remain encouraged by the feedback we're getting from distributors and consumers. Our direct-to-consumer sales releases began to accelerate in July and helped by a more focused digital marketing approach, stronger influencer partnerships, and optimized e-commerce funnels. In wholesale, we faced some short-term disruptions from shifting regulations in certain states, which caused hesitation or delays in orders from some accounts. We view this as temporary, but it did have an impact on Q3 revenue. In response, our sales teams have been proactively securing new retail commitments, deepening relationships with our most supportive accounts, and adjusting our geographic focus to prioritize states with stable regulatory environments. Across our legacy CBDMD and POS CBD lines, we continue to optimize our SKU mix, streamline our supply chain, and focus marketing on high-margin, high-velocity products. Our ATX functional mushroom line remains a smaller contributor but has a long-term strategic role as the category matures and provides a platform to diversify into other NANC non-cannabinoid botanicals. Regulatory activity has been unusually high in recent months, both at the state and federal level. In some states, proposed or enacted changes have created confusion in the market, which in turn impacted wholesale order patterns. Rather than be reactive, we've been proactive. BBMD is actively engaged with industry associations, lobbying directly in key state capitals, and mobilizing our customer base to communicate with lawmakers. Our message is clear. Responsible regulation that protects consumers also protects legitimate businesses and supports economic growth. At the national level, we're encouraged by signs of progress on the Farm Bill and by recent statements from the White House regarding cannabis scheduling. If enacted as expected, these changes could create clearer, more stable operating environment and expand market opportunities. In the big picture, we believe heightened regulatory scrutiny will benefit well-prepared and regulatory-compliant companies such as CBDMD. We believe brands with deep compliance expertise, robust quality systems, and the ability to adapt quickly will gain share as weaker players exit. This environment could also accelerate industry consolidations, something we see as potential growth lever for CBDMD, given our clean balance sheet and improved financial flexibility. One of CBDMD's key strengths is our ability to operate across multiple categories. CBD wellness products, pet CBD, functional mushroom supplements, and now hemp-derived THC beverages. This multi-category approach gives us diversified revenue streams and the ability to shift resources toward the highest growth opportunities. Operationally, we believe our gross margins remain among the strongest in our peer group thanks to disciplined cost control and scalable supply chain and efficient go-to-market strategy. Financially, the elimination of preferred dividend obligations and simplification of our capital structure means we can focus more attention into growth activities. I'll now turn things over to Brad for an overview on financials.

Thanks, Ronan. Total net sales for the third quarter of fiscal 2025 were $4.6 million, representing a 10.9% decrease from the prior year comparative quarter total and a 2% decrease from the second quarter. While this is disappointing, we are pleased to see revenues stabilize quarter over quarter. Our quarterly e-commerce direct to consumer business was 3.6 million in the third quarter of fiscal 2025, representing a decrease of 0.3 million or 7.7% over the prior year quarter. In the third quarter of 2025, e-commerce represented 78% of our total net sales versus 76% in the prior year comparative quarter. Our wholesale business generated 1 million of net sales for the third quarter of fiscal 2025, down 17.1% as compared to 1.2 million for the comparative quarter in fiscal 2024. State-level regulatory uncertainty impacted our core wholesale business and momentum of our OASIS brand. For the third quarter of 2025, our gross profit remained healthy at 61%, or essentially flat sequentially from the previous quarter. Our SG&A expenses for the third quarter of fiscal 2025 totaled $3.7 million and remained flat versus the prior year comparative quarter. Year over year, our marketing expense increased while we were able to reduce payroll and eliminate our headquarters rent. For the nine months ending June 30, 2025, SG&A expenses totaled $10.7 million, down almost $1.9 million year-to-date. Overall, this resulted in a loss from operations of approximately $905,000 for the third quarter of fiscal 2025 as compared to a loss from operations of $382,000 in the prior year period. After adjustments to the fair value of the promissory notes and interest expense, net loss for the third quarter of 2025 totaled $895,000 as compared to income of $459,000 in the prior year period. Year-to-date, we've cut our net loss almost in half, down from $3.5 million loss in fiscal 2024 to $1.3 million in 2025. Our non-GAAP adjustments to operating expenses for the third quarter of fiscal 2025 include $1,000 in non-cash employee stock expense and $280,000 in depreciation and amortization expense, resulting in a non-GAAP adjusted EBITDA loss of $624,000 for the third quarter of fiscal 2025. as compared to an $84,000 non-GAAP adjusted EBITDA loss in the third quarter of fiscal 2024. We had cash and cash equivalents of approximately $1.1 million and working capital of approximately $2 million on June 30, 2025, as compared to a $2.4 million in cash and a working capital deficit of approximately $2.2 million on September 30, 2024. The main factor contributing to the improvement in our net working capital is the elimination of the accrued preferred dividends that were a short-term liability on our balance sheet. We invested an additional $300,000 in inventory during the quarter as we continue to bolster a few key SKUs and continue to prepare to roll out OASIS inventory to distributors in the fourth quarter with several new state distribution contracts that are now in place. We continue to focus on improving our working capital and managing our cash carefully. With that, I'll turn the call back over to Ronan.

Thank you, Brad. Looking to the remainder of fiscal 2025 and into 2026, our priorities are clear. First, drive sustained direct-to-consumer growth by leveraging our restructure marketing team, refining acquisition strategies, and building brand communities around OASIS and CBDMD. Second, expand wholesale distribution in jurisdictions with favorable regulatory environments deepening penetration of existing accounts while adding new retail partners. Third, maintain operational discipline to preserve margins and ensure capital efficiency. Finally, evaluating strategic opportunities, including partnerships, acquisitions, or category expansions that can deliver incremental growth and shareholder value. We expect momentum in OASIS to build as distribution matures and customer awareness increases. We also see opportunities to cross-sell OASIS into our existing retail accounts for CBDMD products and vice versa, creating synergies across our portfolio. In closing, this quarter represents a period of heavy lifting and execution against our reset strategy. We're seeing early signs that those efforts are working, especially in OASIS growth and improving customer acquisition at CBDMD. While challenges remain, particularly on the regulatory front, we believe the long-term outlook remains strong. The combination of cleaner capital structure, category-leading brands, and focused execution plan gives us confidence in our ability to deliver improved results in the quarters ahead. I want to thank our employees for the resiliency and dedication, our retail and distribution partners for their continued trust, and our shareholders for their ongoing support as we position CBD&D for sustainable profitable growth. Now I'm happy to open up the call for questions.

Thank you. We will now begin the question and answer session. To join the question queue, you may press star then one on your telephone keypad. You will hear the tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your questions, please press star then two. We will pause for a moment as callers join the queue. The first question comes from the line of Adam Valdo with Lismore Partners LLC. Please go ahead.

Brad, thanks for taking my questions.

Hi, Adam. Sure.

I want to start on the strategic side. With the capital structure cleaned up from the preferred stock conversion at common, you offered commentary on last quarter's call about the kinds of strategic activity the Board of Management might find to be attractive going forward. Can you offer any updates today on the Board's thinking and strategic activities progress over the last quarter?

But look, we have seen a pretty significant increase in opportunities that we're looking at. We continue to diligence them and look at what opportunities we think have reasonable execution risk and can be accretive for our shareholder base. So we're encouraged by the increased volume, but can't really comment at this point about any further discussions that we're having.

Fair enough. But basically, the profile of the right strategic partners is pretty much unchanged from what you articulated last quarter. Is that fair?

That's fair.

Okay. Switching gears to the reverse stock split for a minute. Obviously, when you all did the conversion of the preferred to common and got the shareholder vote in support of that, you did a concurrent share reverse split on the common share. that you hoped would achieve a sustained trading price in the stock above $1 that hasn't materialized. So, should we expect, in the near term, another shareholder proposal on a further reverse stock split of, let's say, 4, 5, or 6 to 1 to get us sustainably above that dollar trading price?

David Morgan At this point, we can't comment about any future, you know, stock splits, but we're constantly evaluating sort of what we can do to continue to drive interest and share appreciation.

Okay. Switching gears on the financial side, can you all provide any more specificity around the drivers of the 500 basis point year over year decline in the gross margin in the latest quarter? And then you had a bit of an uptick, about $200,000 in the SD&A expense in the latest quarter relative to the $3.5 million that had prevailed over the prior three quarters. And a color on that would also be helpful. Thanks.

Sure. So on the gross margin side of things, I think what you've seen, especially over last year, you did see some absorption losses with lower revenues. We also incurred sort of an increase in our warehousing costs when we re-signed the lease extension. So we saw, you know, increase in costs that go into kind of our gross margins related to that. And then I think in particular this quarter, we did incur some incremental packaging-related expenses. We, you know, we're dealing with some of the regulation whiplash on state-level kind of requirement that came out as we were trying to, you know, react quickly. I think what I would say is as OASIS continues to grow, you know, that does not have the same gross margin percent as our traditional CBD MD business. So I would expect some kind of averaging down a little bit as we go, but still expect as revenue grows, we should be able to get above on the overhead absorption side of things. On the SG&A, we did spend a little bit more on the marketing side as we were rebuilding our marketing team. And then I think we did have increase. We had a catch up in sort of an insurance accrual that did hit this quarter a little bit that impacted, you know, our SG&A costs.

Okay. And so going forward, can you give any sort of guidance range for gross margin over the next couple of quarters as OASIS scales? I know it's a little hard because it's scaling quickly and you're getting a lot of distribution, but I mean, should we expect a low 60% kind of gross margin going forward or might it pick back up a little bit as some of the issues from the last fiscal quarter around regulatory whiplash hopefully would dissipate?

I would say, you know, for the near term, sort of in the lower half of the 60s, and our goal is constantly to you know, focus on margin improvement opportunities and make sure that we can get back, you know, a few margin points to get back to where we've been.

Okay, thanks. Best of luck.

Thank you. Thank you. Next question comes from the line of Tom McGovern with Maxim Group. Please go ahead.

Hey, guys. Thank you for taking my question. Yeah, so let's start with the wholesale channel. You guys mentioned how the shifting state regulations has caused a little bit of uncertainty and maybe a decline in confidence among your partners. Just curious how you guys are adjusting your wholesale strategy moving forward. Ronan, you included that as one of your key drivers of growth or key focus at the end of the call. So I just want to know if you can provide any color on how you expect to stabilize that in the back half of the year or maybe target more specific markets where regulation is a little bit more friendly for you guys.

Yeah, look, Thomas, I think, you know, a perfect example, like Georgia came out, they made a change and sort of, you know, you have to have an approved Georgia lab. Most of the industry was using, you know, labs that weren't necessarily approved at first and created, you know, chaos to make sure that everything was tested by an approved lab. Then they made some label changes. So I think there just was this, you know, 90-day period where people weren't quite sure, and was the product, did it have the right testing lab associated with it? Did it have the right updated labels? So I think as we're going through this process and getting product back out there, it's spending time with our customers and making sure that our team is on top of the rags, reacting quickly to provide them you know, the updates that they need to their confidence that they, they understand the rules and they're starting to sell through as well. Uh, but I think, you know, as, as we track, I think there's 26 states or something like that over the last several months that have had proposed to an active regulation. I think, you know, we're, we're looking at states that I think, uh, you know, we're trying to make sure we focus on states where we think the opportunity is big enough, but also making sure that we're staying ahead of rules and regs, talking with the, um, the regulators, working with trade groups, so that, you know, we're focused on the states that we think we're going to have the highest opportunity to grow our revenue on a kind of go-forward basis.

Understood. I appreciate that insight. So, just kind of to tie it up better, you know, as you guys look at this, this, you know, just had 26 states. You gave Georgia as the example. But in terms of stability as we return to maybe a more normal wholesale trajectory, is that something you see as a second half 25 event or something that we'll have to wait until 26 to really kind of see flesh out?

You know, our mission is to grow on a quarterly basis. And, you know, so, you know, We hope that that continues to accelerate over time. So, I mean, I guess the further out I would expect stronger growth, but, you know, we're focusing every day on, you know, building our wholesale business, you know, state by state.

Got it. I appreciate that. So moving on to the marketing, you guys discussed the marketing overhaul contributing to that uptick in SG&A. You also mentioned that there was some signs of improvement with your digital marketing team, your digital marketing strategy rather than your marketing team. Just curious if you could elaborate a little bit more, maybe some key KPIs you guys are looking at or any consumer behavior trends that you guys have identified that will kind of uh, supports, you know, your, your confidence in your revised marketing team and strategy.

Sure. I think, look, we, we've spent a lot of time since, uh, we added our new leadership in March, March. Um, you know, we, we've sort of changed out certain parties. We've really looked at our customer journey or pages or, or copies or video, everything sort of, um, From the bottoms up, and I think what we've been able to find is sort of since July, we've seen a reduction in sort of our CAC for our consumer, and we're acquiring more new customers for less spend than we were during the third fiscal quarter. So I think it's showing promising signs. um you know we've got to be careful to do it in a smart way and not you know put put put gas on the fire too quickly because we i think you know it has the risk of of being inefficient so i think we're you know very cautiously approaching this uh but but you know i think the we're very encouraged with the the level of details and how our team is managing the numbers and the metrics and really focusing on that customer acquisition and retention and specificity that we haven't been in over the last few prior quarters.

Understood. And then final question for me is on Herbal Oasis. So congrats on expanding it into seven states now with those shipments coming out in August and retail availability in September. That's really exciting for you guys. Just curious what we should be expecting in the back half of the year. Are you guys looking at continuing kind of what I would describe as a somewhat aggressive expansion strategy for this getting into more markets and more states? Or is it kind of similar to maybe the marketing strategy that you guys need to be prudent about where you're spending, what states you're trying to get into, particularly as regulatory agencies on a state level continue to propose legislation that might present challenges or hurdles to you guys as you enter new markets?

Great, great question. You know, we're really focused. Yeah, I think we're trying to be opportunistic about, you know, the states that we have opportunities in and the retail partnerships that we get access to. We were very much focused on the southeast and making sure that we can drive the right sell through. And as long as you know, our sell through continues to be robust, you know, we'll keep us in a good spot. So our goal is as we're launching into new territories, we want to make sure we are careful about focusing on our territory that we're in and being the right partner for both our retailers and distributors, but still taking advantage if there are opportunities to expand to new states.

Understood. Again, I appreciate you guys taking the time to answer all of my questions.

Absolutely. Thank you. Next question comes from the line of Adam Waldo with Lismore Partners LLC. Please go ahead.

Just a couple quick clean-up items. You all have seen a $700,000 increase in your inventory so far this fiscal year, $300,000 just over the last quarter on a linked quarter basis. Can you give us a little more color to that? highly driven by the Oasis product line, or are you building inventory in the traditional business as well? And do we think we've now reached kind of a plateau in the inventory bill that's going to be needed to support both businesses?

Yeah, good question. I think we alluded – I guess there's two parts to that answer. I think the last quarter we highlighted – we ran into a little bit of trouble early in the second quarter because we ran our inventory down a little too low and we were out of stock of some of our key products. So we did boost inventory early in the quarter to make sure that we maintained sort of the right level of stock for our core SKUs. And then more recently, we have boosted our Oasis inventory in anticipation of some of these product are some of these regional launches. So I would say I think, you know, we're probably reasonably well positioned for now. But depending on the velocity of growth, I think, you know, it could require some minor inventory investment.

Okay. Okay. And then final thing for me is just as it relates to, The herbal oasis product line, while Thomas was asking his questions, I finished skimming through the 10Q that you just filed this afternoon. And I didn't see any mention of that business in terms of breaking it out in any kind of segment reporting, having it cross the materiality threshold. The last quarter running, you said you hoped it would cross the materiality threshold. this come in the current quarter, i.e. fiscal fourth quarter of 25, do you still expect it will cross the materiality threshold in the current quarter?

I guess I'm going to have to wait and see. I hate not to answer, Adam, but I want to just be careful I don't get out on my feet.

Okay, fair. So unclear in the current quarter whether we'll hit the materiality threshold. If we don't, will you start to provide some additional disclosure on it anyway in your financial reporting, you know, with the fiscal fourth quarter report in November? Or might it be until fiscal 2026 before we get a look at that segment or that business's economics report?

Look, I think we'll probably make that determination closer to our next filing. And I think, you know, just want to make sure that once we start reporting, we're required to maintain reporting. So I think we want to make sure we feel we're in a good position to provide strong regular KPIs around that at the time.

Okay, fair enough. Thank you.

Thank you. This concludes our question and answer session. I would now like to turn the conference back over to Ron Kennedy for closing remarks.

Thank you again to our shareholders for support and everyone for attending today's call. We look forward to our next earning call in December. Thank you.

Thank you. This brings to a close today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.