Vireo Growth Inc

may contain forward-looking statements within the meaning of U.S. and Canadian securities laws. These statements are based on management's current expectation and involve risks and uncertainties that differ materially from actual events in those described in such forward-looking statements. For more information or forward-looking statements, please refer to Cautionary Note regarding forward-looking statements in the company's earnings release. I will now hand the call over to Chief Executive Officer, John Mazarakis. Please go ahead, sir.

Thank you. Good morning, everyone. I'll begin with a summary of our performance and recent business highlights, and then Tyson will provide some extra details on the financials and our balance sheet. Our fourth quarter results reflected continued strength in fundamental operating performance, and we were pleased to deliver record revenue, gross margin, and operating income for the full year. Total revenue for the full year increased 15.4% year over year to a record of approximately 100 million, driven by 56% growth in Maryland, as well as low symbol digit growth in Minnesota. Fourth quarter revenue increased 3.5% year over year to 25 million. Q4 sales were sequentially consistent as expected, and we ended the year in a very strong financial position with 91.6 million in cash on our balance sheet following the closing of our previously announced and oversubscribed 81 million private placement in December, which was completed at a substantial premium to market. We believe the strength of our balance sheet combined with our pending merger transactions and the growth investments we're making in Minnesota and New York position the company for what we believe will be a transformational year in 2025. For those of you who were not able to attend our merger transaction conference call in December, please refer to the merger transaction presentation on our investor website for a more complete picture of these transformative events. We are seeking to build a portfolio of prolific brands in cannabis, and we believe the combination of these platforms and leaders with Vireo creates a highly attractive platform for growth that will generate significant value for all of our stakeholders. We anticipate that each of our fully executed merger transactions will close in 2025, pending regulatory and shareholder approvals. We will provide investors with updates on the closing process as more information becomes available. For now, the next step is to file and distribute an information circular and solicit shareholder approval, which we expect to occur early in the second quarter. Before I hand the call over to Tyson, I'd like to provide more information about some growth investments we're making to drive success in Vireo's legacy markets. Our team has been building inventory in Minnesota to prepare for the launch of adult use sales, and we're in the process of relocating our Moorhead dispensary to a larger storefront and parking lot. However, a more important aspect of adult use preparedness is the availability of premium flour. And during the month of December, we made significant progress to ensure that various operations will compete effectively in Minnesota's adult use market. We have since secured two separate financial commitments to fund the build-out of a new state-of-the-art indoor cultivation facility in an existing 130,000 square foot industrial building in the town of Elk River, Minnesota. One of these commitments is in the form of a commercial loan from Stearns Bank for a principal amount of up to $15 million and a term of 24 months at a fixed annual rate of 9.25%. The second is an incremental 11.5 million in debt capacity from our existing lender, which carries an annual fixed rate of 10.5%. Now, moving on to New York. The New York market has recently become one of the higher growth legal US cannabis markets. S-store counts have continued to steadily increase and the state has cracked down on illicit operations, allowing for a more robust regulated market and we believe the state continues to lack an adequate supply of premium indoor flower. Vireo's flagship Bluebird facility in Johnstown is a state-of-the-art cultivation and processing facility that focuses on producing top-tier cannabis flower. We anticipate that recent initiatives to increase premium flower production in Johnstown, New York, will begin contributing meaningfully to financial performance during the second quarter. I'll now hand over the call to Tyson.

Thank you, John, and thanks to everyone for joining us. I'll run through a quick summary of key income statement line items and the reviewer balance sheet in more detail. Total revenue was $99.4 million for the full year, an increase of 15.4% as compared to 2023, excluding discontinued operations, driven primarily by performance in the Maryland market and single digit sales growth in Minnesota, offset partially by the declines in New York from our medical owning dispensaries. Fourth quarter revenue of $25 million increased 3.5% year-over-year and was roughly flat sequentially across all markets. For a complete review of our revenue performance by state and sales channel for both the quarter and full year, please refer to the accompanying market sales tables in today's earnings release, which will also be filed with our 10-K later today. We saw continued improvements in margin performance as we delivered record gross margin for the full year of 51.1%. driving margin expansion in both the fourth quarter and full year as compared to the prior year periods. The increase in margin was driven primarily by the disposition of our former operations in New Mexico in June of 2023, which carried a lower margin profile, as well as the commencement of adult use sales in Maryland on July 1st, 2023. SG&A expenses as a percent of sales improved by roughly 380 basis points for the full year and increased 140 basis points in the fourth quarter as a result of some Elk River facility illegal expenses. As John mentioned, operating income of $13.6 million for the full year was a record for the company. Fourth quarter operating income was impacted by one-time transaction expenses of $4.2 million related to our pending merger transactions which were announced in mid-December. Excluding these impacts, operating income would have been approximately $3.4 million during the fourth quarter. Total other expenses for the year was $30.5 million, an increase of $2.1 million compared to other expenses of $28.4 million in 2023. The increase in other expenses is primarily attributable to a decrease in other income associated with the ERC tax credit under the CARES Act, and a decrease in other income associated with the Grown Rogue held warrants. That loss for the year was $28 million compared to $25.5 million in 2023, with the variance driven primarily by the increase in income from operations, offset by increased other expenses and taxes. That loss in the fourth quarter was $15.7 million compared to $4.6 million in 2023, but the variance driven by the one-time transaction expenses of 4.5 million, increased stock-based compensation, other expenses, and taxes. Excluding New York assets held for sale, total current assets at the end of fiscal 2024 were 133.8 million, and we ended the year with cash on hand of 91.6 million following the closing of our oversubscribed $81 million private placement in December. Excluding New York liabilities held for sale, Total current liabilities at the end of the year were 46.1 million of current debt of $900,000. We had 61.4 million in long-term debt outstanding, which matures in early 2027. Following the issuance of subordinate voting shares in relationship to the recently closed $81 million private placement, as of March 1st, 2025, the company had a total of 413,859,367 shares outstanding on a treasury method basis using a share price of 42 cents. While we're not providing specific CapEx guidance for 2025 on today's call, we are prioritizing capital deployment to drive high returns for shareholders with a focus on our highest growth opportunities in New York and Minnesota. We are very pleased to close the year in a strong financial position and remain focused on driving strong returns for shareholders. We believe our liquidity position will help support improved access to capital in the future, and we expect to remain both patient and opportunistic as we look to continue innovating and investing in growth opportunities in our pipeline. That concludes my prepared remarks. I'll now hand the call back to John for some closing comments.

Thank you, Tyson. To summarize, we believe our merger transactions combined with growth investments and the launch of adult use sales in Minnesota position us for a transformational year in 2025. This is an increasingly exciting time for Vireo and all of its stakeholders by combining our efforts with other leading local operators and a highly differentiated technology platform. We're creating a premier portfolio of prolific brands and a diversified cannabis company that is poised for growth and industry leadership. Thank you for joining us today. Now we'll be pleased to take your questions. Operator.

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 followed by the number one on your telephone keypad. If you would like to withdraw your questions, simply press star when again. If you are called 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. Once again, that is to press R1 if you would like to ask a question. Your first question comes from the line of Eric Deloriers with Craig Hellum Capital Group. Please go ahead.

Great. Thank you for taking my questions, and congrats on the progress thus far. Thank you, Craig.

Good morning.

A couple clarifying questions from me on Minnesota. So first, could you just expand a bit on what you've done in December to improve flower quality there?

We secured the 130,000 square foot facility, and we've begun building it out.

Gotcha. Okay. And then in terms of the existing facility, you know, when all is said and done with this new facility, should we expect you guys to hold on to both of these maybe for different production uses or will this be sort of a complete switch over to this new indoor facility?

We will make that determination based on demand in the state.

Okay. And then just the timeline for that new facility?

It will be done within 2025.

Okay, great. And this is a bit of a difficult question to answer, but just wondering if you have any insight on the timing for adult use in Minnesota or any other kind of comments there.

It will definitely happen within 2025. Okay.

Switching to... New York I'm just kind of wondering if you can give us an update on how you're thinking about your assets in this state you know obviously they are sort of held for sale I'm just wondering how much of a focus selling this asset is given the other transformative acquisitions you have going I think you mentioned you know this is an area where you're continuing to put in capital where it makes sense so just wondering how you're thinking about that overall I mean is this still For sale, is this something that you're maybe reconsidering and not holding out of this long term? Just any update on your thinking there would be helpful.

We're still planning on divesting a portion of New York, which is why we're holding it for sale. At the same time, we think that there's an opportunity on the high-end spectrum of flour, and we're positioning the asset to produce at that level. Okay.

And then just last question for me on the acquisitions. What kind of operational milestones are you monitoring in the target companies? What should investors be aware of, I guess, to know if these operations are sort of on track or up to par while the teams focus on closing these acquisitions here?

Well, the key here is to understand the structure. There is an earn out and a claw back, and the claw back ensures that the metrics of EBITDA are what we announced back in December. At the same time, of course, we care about maximizing the EBITDA and cash flow of every operation. So we're working closely with the operators to ensure present and future growth.

All right. That's helpful. Thanks for taking my questions.

Thank you.

Once again, if you would like to ask a question, please press star followed by the number one on your telephone keypad. As there are no further questions, this concludes today's Q&A session and today's conference call. Thank you all for participating. You may now disconnect.