Goodness Growth Hldgs Inc

Thank you for standing by and welcome to the Goodness Growth Holdings first quarter 2024 results call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Sam Gibbons, Investor Relations. Please go ahead.

Thanks, Rochelle, and thanks, everyone, for joining us. With me on today's call are our CEO and interim CFO, Josh Rosen, and our president, Amber Shimpa. Today's conference call is being webcast live from the Investor Relations section of our website. Dial-in and webcast details for the call have also been provided in today's earnings release, which is also available on our website. Before we get started, we'd like to remind everyone that today's conference call may contain forward-looking statements within the meaning of U.S. and Canadian securities laws. These statements are based on management's current expectations and involve risks and uncertainties that could differ materially from actual events and those described in such forward-looking statements. For more information on forward-looking statements, please refer to cautionary note regarding forward-looking statements in today's earnings release. Now I'll hand the call over to Josh.

All right. Thanks, Dan. And thanks, everyone, for joining us this afternoon. Before we get into the prepared remarks, I thought I'd add a quick commentary on the prospects of rescheduling. I won't say much, as it's a well-covered topic. We believe it's difficult to handicap how long the process might take, but agree with others that it's a very high likelihood that we get rescheduled soon, although our version of soon wouldn't be surprised to see it stretch into 2025. I've learned that I'm not particularly skilled at handicapping these things overall. It's worth the reminder that this news is a meaningful step in the right direction, and despite timing uncertainty, this was the natural next step. In other words, while the timing is uncertain, I don't think this could have been better news at this juncture. I'll begin today's prepared remarks on slide three of today's presentation, which should be available in the quarterly results and events and presentation section of our Investor Relations website. Let's start with the elephant in the room. We're getting our news release last week about our application filing for summary determination in our litigation against Verano. and the magnitude of the damages that the expert calculated in supplement to our legal filing. I told the team to expect that outsiders would start by thinking the magnitude of damages is inconsistent with the circumstances, but that I'm a big believer that the math is the math. I'd remind folks that our arrangement agreement was structured as an all-stop transaction for over $400 million, and one could fairly assume that Toronto was expecting a compelling return when they entered the transaction. The stock prices themselves and our market capitalization are actually irrelevant to the analysis. It's a damaged analysis to our company, not directly to our shareholders. As is often the case in these circumstances, I believe discounted cash flows become the most robust choice for such value determinations. As I believe was well laid out in our filing, we believe Verano was calculated with their decision to wrongfully terminate our agreement and by claiming our breach. By claiming our breach, they avoided entering any substantive settlement conversations. I believe they did this knowing we had become acutely financially vulnerable through the summer of 2022, with obvious debt maturities on the horizon not unlike today. I'm a bit surprised they didn't re-approach us when we were most vulnerable, but I think that perhaps speaks of their lack of familiarity with just how liable companies are when they dodge definitive merger documents, or potentially it relates to how comfortable they are that time is on their side. Throwing a bowl of spaghetti excuses against the wall, claiming that we breached, would be somewhat laughable if it didn't have such harsh consequences for the stakeholders and goodness growth. And now, I believe we're on a solid, independent path. It's not an easy path, but we can see this case through, and I have a lot of comfort with facts. I recently agreed to commit to dropping Enum for my CEO title because I'm excited about our team and our path, and I'd like to see this through. And that could include meeting a full trial. I hope it doesn't. I think that would be a shame for both parties. But there's no love lost for what Verama did to us, and I'm now much more confident that we are positioned to benefit significantly from this litigation. I believe they took a calculated risk, and it's our job to protect ourselves from ultimately what I believe was predatory behavior, whether intentional or not. While living with our compromised balance sheet, we've seen our peers invest significantly to prepare for the adult use activations in Minnesota and New York. Okay. One last note on the litigation. We're taking our scrappy operator approach to this litigation, just like we do our operations. Our leadership team, in particular me, Kyle Kingsley, and our outside counsel, Nicole Stanton, our outside general counsel, Nicole Stanton, are actively stewarding this process and making sure we utilize our resources wisely. We believe this situation warrants the prudent use of our capital and human resources, just like when we analyze our capital and bandwidth allocations more broadly. All right, having addressed that subject, let's move on to our first quarter and recent business highlights on slide four. Our first quarter results reflect the continuation of the trends we observed during the fourth quarter, with continued improvements in operating and financial performance driven by the commencement of adult use sales in Maryland, as well as strong execution of operational improvements under our cream and fire strategy. As a reminder, the strategy name refers to the famous phrase, cash rules everything around you. and our focus on producing fire cannabis products that delight our customers with quality and value. Last year, we embraced a scrappy operator mentality under this strategy, and we made swift moves to decentralize and infuse our organization with mature market talent with our primary goal of improving our operations and quality of products. Since then, we've developed much stronger capabilities to move inventory more quickly and convert product into cash flow, which is particularly exciting as we await the launch of adult use sales in Minnesota in early 2025. I'm also excited because we still have a lot of room for improvement. Total revenue, excluding discontinued operations and New York, increased 45% year-over-year to $21.1 million, and we remain pleased with the recent consistency of our margin performance as both gross profit margin and operating margins improved as compared to the first quarter of last year. We're continuing to add mature market talent across our operating footprint in Maryland and Minnesota, and we were proud to highlight several of these recent key personnel hires in last week's Clean and Fire News press release. As Amber will discuss momentarily, we're very excited about the launch of adult use sales in Minnesota next year. In this past 420 holiday, we were pleased to launch two new brands of beverage products in Minnesota. Given Minnesota's unique regulatory framework for hemp-derived THC products, we view our beverages launch as a very low-risk, capital-light opportunity to send some of our adult use-leaning brands into market before the launch of adult use sales. We also see opportunities for these plans to expand into additional geographic markets in the future. As we discussed last quarter, we are working toward definitive documentation and regulatory approval in our pending transactions to divest our New York assets and operations to ACE Venture Enterprises. Given some preliminary regulatory diligence, we believe New York's strong desire to have a minority-led RO can support an efficient timeline, and we are optimistic that this transaction will close before June 30th. While we were disappointed that Toronto's wrongful termination of our merger forced us into divesting our native business, we've entered into a collaboration agreement with ACE for management and compliance in return for a 15% profit share in New York moving forward. Finally, as we disclosed in last week's Cream and Fire news release update, we received a temporary extension of the maturity date on our credit facility loan until June 14th of this year. And we expect to reach an agreement with our senior secured lender to secure a longer term extension here in the second quarter. Please turn to slide five of today's presentation, where we've summarized our strategic objectives for 2024. These objectives mostly reflect continued execution of the key tenets we outlined of our cream and fire strategy last year. But our focus in 2024 is as much about preparing for 2025 as it is on continued improvement supporting our current operations. Fortunately, these goals largely support one another. That concludes my prepared remarks, and I'll now pass the call over to Amber for some additional highlights from the quarter and a review of our key performance indicators.

Thank you, Josh, and thanks, everyone, for joining us. I'm going to start on slide six of today's presentation, where we've provided an update on our core market key performance indicators during the first quarter. Please note that this quarter, we have removed New York from our core market key performance indicators, given our pending transaction with ACE. As you can see, the trajectory of total flower yields and percentage of A flower over the course of last year continues to improve. And on a consolidated basis, same store sales increased approximately 36% during the first quarter, driven almost exclusively by continued strong growth in Maryland. As we discussed in last quarter's call, growth in Minnesota's medical market has slowed after experiencing very strong growth last year, catalyzed by the introduction of flower products in 2022. This is an expected slowdown as the market anticipates the introduction of adult use in 2025. As Josh mentioned, preparing for the launch of adult use in Minnesota is a critical focal point for our team this year. While we have driven improvements in working capital across all our markets in recent quarters, we do anticipate building inventory in Minnesota throughout the course of this year as we prepare for the launch of adult use sales, which may negatively impact inventory turns in Minnesota during the remainder of this year. Moving on to some additional state market updates on slide seven. In Minnesota, while we expect the slower medical market to persist until adult use launches, we're taking advantage of this time to invest in enhancing our productivity and preparing our team for 2025. We've begun a review of our various retail locations throughout the state to identify low CapEx opportunities to either relocate or retrofit some of our stores to support a successful launch of adult use. and we plan to share some additional details regarding some other key initiatives that we have in process later this year. Today, however, we are excited to announce our recent launch of two new beverage brands in Minnesota on this past 4-20 holiday. In a very short time frame, Minnesota has established a robust market for low-dose, hemp-derived THC product consumption, both on-site in many bars, restaurants, and breweries, as well as at retail points of sale throughout the state. We've had a front row seat to this evolution and believe beverages represent an important sales channel that will drive deeper adoption of cannabis consumption with new consumers as the industry continues to mature. And as a Minnesotan, I've seen firsthand how friends and family who have never been interested in consuming cannabis in traditional form factors such as flour have become curious about the beverages and find themselves enjoying them as an accessible and familiar consumption form. Beverages certainly have been destigmatized in cannabis in the state with those new to the experience. Our launch of beverages represents the culmination of many months of work to establish a position in this growing sales channel within Minnesota with potential for expansion for these brands to other product categories and markets across the U.S. This is a capital-light, low-risk entry point for us into the low-dose, hemp-derived THC beverage market and provides an attractive marketing opportunity for us to seed our brands ahead of the adult use launch in Minnesota in 2025. Our initial SKU lineup includes a zero calorie, lightly flavored sparkling hot water with three milligrams of THC under the Boundary Waters brand, and two flavor forward sodas with 10 milligrams of THC, one of which is also caffeinated, under our High AF brand, which as I discussed last quarter, has been a very successful brand for us in the early days of Maryland's adult-use market, amplifying products with amazing flavors. These beverage products are manufactured by third parties that already have experience manufacturing hemp-derived THC products, and we currently sell these products in our dispensaries and plan to wholesale them to non-Canada's retail outlets throughout Minnesota. We've provided some marketing materials for these product launches on the next two slides. Now moving on to our other state market updates. In New York, as Josh discussed, we are working toward the divestiture of these assets and operations, but are excited to support ACE with a potential launch of wholesale products under a profit-sharing agreement once we receive regulatory approval of our RON license. We believe this should occur during the second quarter. In Maryland, our revenue growth has continued to outperform the market average since the launch of adult use sales. We are very proud to recently be awarded Best of Weed Maps, for our high-color gummy brand, as well as our two green goods dispensaries in Frederick and Dundalk, which are amazing accolades for our incredible in-market team. Early numbers in adult-use markets can be noisy, but we appear to be capturing incremental market share in Maryland, which can be seen in comparing our relative growth, both sequentially and year-over-year, in the state's published numbers. According to the state's disclosures, total market sales in Maryland were up about 131% year-over-year in Q1, Our retail revenue was up 191%, wholesale is up 114%, representing total growth of 160% year over year. On a sequential basis, the Maryland market was down about 1% and we were up about 5%. Before we conclude today's call, we provided our customary financial detail slides for the first quarter for reference throughout the remainder of today's presentation. By 10 and 11, provides summaries of our core market revenue performance and key financial metrics from the first quarter. For a complete review of state-by-state revenue performance, including non-core markets and discontinued operations, please refer to our Form 10-Q, which will be filed with the SEC later today. Slides 12 through 15 contain summaries of our balance sheet, debt outstanding, share capitalization, and EBITDA reconciliation. Please also know that this quarter EBITDA performance includes a $1.3 million gain on the Grown Row warrants that were issued as part of our collaboration agreement last year. These warrants are marked to market at each period end, which may cause variability in our EBITDA performance in quarters where Grown Row share price fluctuates meaningfully. Finally, as a reminder, last quarter we discussed that we have adjusted our tax position to reflect our go-forward expectation to be filing as a normal taxpayer and a reasonable belief supported by a third-party legal opinion that Section 280E does not apply to solely interest state cannabis-related business activities. We expect to file for tax refunds with the IRS for tax years 2020 through 2022 during the second quarter. On the face of our balance sheet, we've accounted for an income tax receivable of $12.1 million, as well as an uncertain tax position liability of $26.1 million as a result of this change. We believe this is a reasonable, practical approach to take, but there is no guarantee that the IRS will not challenge this position. Before handing the call back to Josh for closing comments, I'd like to thank the entire Vireo team for their continued focus and drive on our cream and fire initiative. I'm especially proud of our finance and accounting team for our earliest reporting yet. So congrats to our new vice presidents of finance, Joe Duxbury and Brandon Van Asten. Cheers also to Brendan Sweeney on his promotion to EVP of Operations, and Aaron Garrido to Vice President and Chief of Staff. And finally, I'd like to share my appreciation to Josh for his renewed commitment to Vireo by dropping the interminate title and continuing to work with our team on driving better performance and outcomes for all of our stakeholders. It's been an honor and a lot of fun partnering with him this far, and we are looking forward to what's next for Vireo. And I'll now hand the call back to Josh for some closing comments.

Thanks, Amber. And thanks to everyone for participating on today's call. In summary, we've entered 2024 with a lot to be excited about. There's a strong sense of optimism emerging across our organization, supported by the execution on the ground with our Minnesota and Maryland operations, which points to a bright future for our company. There's still a lot of work in front of us to ensure our long-term success, but our teams remain focused on executing the key tenets of our cream and fire strategy. One last anecdote to share on the Verano litigation, which as a former equity analyst myself, I think is fairly telling. We haven't received outreach from any of the Canadian analysts that cover Verano. It doesn't seem to me that people understand how definitive documents are supposed to work, nor the burden of proof typically required for material adverse events or breach when parties are working in good faith to close a transaction. And to echo Amber, our finance team, whose leadership is nicknamed C3FO, does a great job of managing our reporting cadence, among other things. I'm glad we gave them the opportunity to flex this quarter and be among the earliest of our peers to report earnings. To conclude the prepared remarks, I simply want to note how much I'm enjoying the Vireo team's energy and support to build a great cannabis company that puts the customer first. We have such a good mix of longtime Vireo teammates that have taken on added responsibility and new mature market talent that quickly jump in with added insight and energy to move us forward. We relish being an underdog, and I'm a big believer that cannabis remains a highly immature industry with a wide open landscape. to be among the big long-term winners as measured by returns, not pure size. With that, I think we're ready for Q&A.

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad. If you would like to withdraw your question, simply press star 1 again. If you have dialed in upon to ask a question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Your first question comes from the line of Eric DeLaurier of Craig Hallam Capital Group. Your line is open.

Great. Thank you for taking my questions. My first one here is just on the Verano lawsuit, obviously a very significant potential settlement amount here. Understood that you are, you know, quite limited on what you can share here, but just specifically on timing. And again, I realize this is out of your control, but do you have any sort of broad expectation of timing range, you know, whether this is sort of weeks or months or just anything that you might be able to share with the investment community on expected timing?

I like the idea of weeks. So the simple answer is, you know, we've really taken care of what is within our control, and it is difficult to speculate. I mean, as noted in the filing last week, you know, it's synonymous to a filing effectively for summary trial in the U.S., analogous to that. Ultimately, it's hard to handicap whether that itself is successful or not, or whether we'd have to take this to full trial. From our vantage point, some of this is going to depend on the grace of the court system in terms of how any delay tactics are handled on our counterparties being part. I think we're in an environment that just leaves it pretty difficult to predict an ultimate timing. I would expect based on normal course that there's, from this point forward, the news cadence gets a little bit more frequent than it's been since, you know, obviously going back to late 2022. I think we're going to be dealing with, you know, month timelines rather than year timelines, but it is difficult to be specific here with any precision.

No, it's very helpful, Collar. I appreciate you doing your best to answer that question for me. My next topic here is on the hemp-derived drinks. It seems like a great way to build brand awareness ahead of adult use, as you laid out here. I'm wondering if you could provide a bit more color on how the relationship with this beverage manufacturer is structured. I'm not looking to quantify anything, but who takes the inventory risk? Will you be recording revenue? Is this more of a licensing agreement? I'm just wondering if you can provide just a bit more color on how this relationship destruction?

Yeah, I think first, one of the benefits of being in Minnesota as this program has been building is there's now a really active ecosystem that really allowed us to step into this without heavy investment. And so with that, it's much more analogous to a more traditional CPG business model where it's our revenue, it's our brand, and it's our development. And we just have a co-packing relationship on the production side. And so, yes, we will be recognizing revenue. There's an ecosystem in Minnesota that makes it relatively easy to stand up beverages at this point. You know, with that also means there's a lot of competition in Minnesota. And so, you know, for us, this was as much a, call it a marketing and culture building exercise to start, not exercise, wrong term, but activity as it is expecting to be wildly successful with beverages on our own. Our team has really engaged with the form factor. It's a pervasive element of Minnesota liquor stores and food service establishments at this point. And so it's been exciting from that vantage point. And as Amber referenced, it allows us to see brands that aren't relevant in the medical category that we participate in on that side of the house. Yeah, it's still early, and it's not something that we've put a lot of resources into, nor have meaningful financial expectations that I want to articulate. But it's a great project and kind of lean project for the team to lean into.

Yeah, absolutely. I would agree with that assessment as well. And just sort of running with that a bit, I know that there's not much – uh you know material financial impact expected from this in the near term um which would certainly make sense to me um but just wondering um how you're thinking about the potential for distribution beyond just your dispensaries it sounds like you launched them on 420 in your dispensaries here and you know obviously you've highlighted the various channels of you know sort of traditional um food and beverage where these products are available um do you have any Is there any sort of roadmap to share on either expected channels or timing or sort of overall, I guess, market share sort of distribution within the state? Just wondering sort of how aggressively you're looking to pursue this channel.

Yeah. Again, I tied back to how I started the last, which is there's a really vibrant ecosystem in Minnesota, and it's beginning to extend outward. The simple answer is not substantial expectations attached to how quickly we can grow, but very much taking that scrappy operator ethos and applying it here. And so yes to navigating distribution partners within the state, yes to potentially navigating distribution partners beyond the state over time. Those limitations are not in place here. And so it's all on the table, but we're really organically building this with a lot of excitement about the end market. I'm a longtime skeptic of THC beverages broadly to the dispensary channel. And this is a very different animal as it runs its course through liquor stores and know it kind of extended in the state of minnesota uh but also kind of elsewhere throughout the country at this juncture and so we're seeing yeah i think a lot of destigmatization and new entrance into the cannabis marketplace in general uh that are brought in by beverages so it's pretty exciting from that vantage point but albeit you know it's a different business than what we run today yeah absolutely no that all that all makes sense to me i appreciate that color

Kind of last topic from me here just on the cream and fire strategy. It's great to see the continued progress here. It's been really impressive over the past year plus for you guys. I'm wondering, and this is sort of a difficult question to answer, so apologies ahead of time here, but wondering sort of how much room you have for continued progress on some of these cream and fire KPIs without major CapEx improvements. I'm just sort of wondering know how much sort of room you have to run and you know obviously we're sort of dealing with a handful of kpis here so again a bit of a difficult question to answer but um i'm essentially just wondering uh how much um how much room you have for uh continued improvement sort of without major capex as discussed and then obviously you know factoring in these potential um substantial legal proceeds um just wondering how that you know may change or or how your overall You know, CapEx plans could change for your preparation for adult use sales in Minnesota. Thanks.

Yeah, you started the premise with it. It's going to be a challenging question, so I immediately think that I need to hand this one over to Amber. But before I do that, I think stepping back to the – you had a comment there about the legal – process that we're through. And I will tell you from a planning standpoint, we don't plan on anything from the legal side. We're managing it in a scrappy fashion from a spend standpoint, but we could see that taking a very unpredictable amount of time. And so we're not calibrated to that relative to how we're planning our CapEx, for instance. I think broadly speaking, and I'll open it up to Amber if she has anything else to add. I think it's a nuanced question where I still see the most room for the infrastructure we have today. is on the manufacturing side, even more so than the flour side. I think we've got a lot of room for throughput improvements, particularly as we look to ramp in Minnesota for adult use, where those productivity enhancements, one of the things that we saw work really well in Maryland, productivity enhancements drove increased capacity at a time when the markets were buy constrained. not we've been putting effort into it, but if you think about how the Minnesota market works in a relatively, I'll call it somewhat constrained medical environment, we can produce more than we could sell today with what we have. And so as we look at optimizing those dynamics ahead of adult use, I think there's room. Not to say there's not more room on flour as well, but it's one of the places that we immediately put a lot of focus. And I think there's additional room there, which would translate really well to, there's really meaningful incremental margins attached to being more productive. Amber, any color that you want to add to that?

Yeah, thanks, Josh. So, in addition to incremental improvements we've been making in cultivation over the last, you know, year plus and our year of cream and fire, we still have a bit to do there. You know, we have seasonality in our grows in Minnesota and Maryland in particular, always looking to get better, and we have been there. I think we've got a bit of room there. As Josh mentioned, and not a tour though, on the manufacturing side, continue to optimize ops, whether it's leaning into optimizing our people resourcing or through CapEx improvements and equipment. You know, Minnesota is a market that's been highly medical. There aren't concentrates available in the state today, so there are improvements and optimization we want to do on the manufacturing side of the business. which will not only increase throughput but also bring new products to market if and when available.

Very helpful. I appreciate you taking my questions. Thanks.

Your next question comes from the line of Howard Penny of HedgeEye. Your line is open.

Hi. Thanks very much for the question, two questions if you don't mind. First, the thoughts on the rollout of adult use in Minnesota and the timing of that. And then second, I assume if the Canadian analysts haven't reached out to you, then the representatives of Verano haven't reached out for settlement talks either. Thank you.

Yeah, I mean, Sarah commented at this juncture very early on the second point of that. The first piece, At this point, we have nothing incremental. Legislative session is still ongoing in Minnesota. And so, at this juncture, we refer to this as a March 2025 launch and have no indication otherwise.

Perfect. Thank you.

Your next question comes from the line of Mike Regan of Excelsior. Your line is open.

Everyone, thanks for asking the question, although Eric asked pretty much all my questions exactly. Very quickly, it sounded like in the comments that with Verano, it could go to trial, but that may not be at least in sort of your ideal mind, I guess. How do you see this potentially laying out? Either you go to trial or potentially there's a settlement with Verano?

I mean, ultimately, I mean, I think for those, and I've been around this industry for a while, for those that know me, I mean, I'm wired to find win-win solutions. This is not one of those situations that, you know, I'm kind of cheerleading for a win-win solution, but ultimately, yeah, we would engage in conversations at the right time. But I think that at this juncture, you know, we're expecting that we've got to take this to trial. We're hoping that it happens in summary form. We think the evidence of facts that we put forward largely speak for themselves or entirely speak for themselves. And so we're, I call it optimistic on that front, but by no means expecting that. And if we have to take it to full trial, we'll take it to full trial. Like we've established an ability to be independent at this point. And while there's been some pain in that process, we believe we've got things headed in the right direction. So hard to anticipate exactly how it plays out, but yeah, I mean, always open-minded. There's a price for everything, right?

That makes sense. I guess in terms of just, I guess, that underlying math, I found some of the documents on the Canadian court website, but I haven't been able to find the underlying math. Is that something that is going to become publicly available at any point, or am I just not looking in the right places?

It is publicly available. Let us follow up with you on that.

Okay, great. Thanks a lot. Appreciate it. Thanks, Mike.

Again, if you would like to ask a question, please press star 1 on your telephone keypad. There are no further questions from the line at this time. Ladies and gentlemen, that does conclude today's call. Thank you for joining. You may now disconnect.