8/13/2025

speaker
Operator
Conference Operator

Good morning and welcome to the Vireo Growth Inc's second quarter 2025 results call. The company would 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 notes regarding forward-looking statements in the company's earnings release. I'll now turn the call over to Chief Executive Officer John Mazarrakis. Please go ahead.

speaker
John Mazarrakis
Chief Executive Officer

Thank you. Good morning, everyone. Vireo's legacy markets are performing in line with our expectations and reflected a continuation of the trends that we discussed during the first quarter. On a pro forma basis, revenue and adjusted EBITDA were in line with our previously communicated ranges and were 90.7 million and 23.2 million respectively, reflecting an adjusted EBITDA margin of approximately 25%. The closing of all three of our merger transactions during the quarter was a transformative event for the company, which significantly improved the profitability and cash generation profile of the business and expanded our portfolio of operations to six states. We remain pleased with our post-closing integration processes and are continuing to drive operational efficiencies and cost reductions. Subsequent to quarter end, we completed a 153 million refinancing event, which refinanced all of our existing senior secure debt through a 120 million syndicated term loan with leading banks at an interest rate of 8.3% and a 33 million second lien term loan with a 50 million accordion feature. In combination, these events lowered annual interest expenses by approximately $10 million and positioned us with over $100 million in cash on our balance sheet. That concludes my prepared remarks. I'll now hand over the call to Tyson.

speaker
Tyson
Chief Financial Officer

Thank you, John, and thanks to everyone for joining us. I'll run through a quick summary of key income statement line items and then review our balance sheet in more detail. Second quarter gap revenue of $48.1 million increased 91.4% year-over-year, driven by the partial quarters of contributions from the three merger transactions that we closed during the second quarter. For a complete review of our revenue performance by state and sales channel for the second quarter, please refer to the accompanying market sales tables in today's earnings release, which will also be filed with our 10Q later today. GAAP gross margin was impacted by termination fees related to our prior agreement with Grown Rogue. Excluding this impact and fair value accounting adjustments related to our closed transactions, gross margin was 51.6% and reflected a reduction of 260 basis points compared to the prior year quarter, primarily driven by softer performance in Minnesota. S&A expenses excluding severance were $12.2 million, or 25.4% of sales, an improvement of 480 basis points compared to Q2 of last year. GAAP operating income was impacted by transaction expenses, but excluding these impacts, as well as fair value accounting adjustments, The grown rogue termination fee and share-based compensation adjusted operating income was 11.3 million, or 23.5% of sales, compared to 22.7% of sales in Q2 of last year. Including New York assets held for sale and income taxes receivable, total current assets at the end of Q2 were 186.2 million, and we ended the quarter with cash on hand of 106.2 million. Excluding New York liabilities held for sale, current long-term debt that was refinanced, and the impact of uncertain tax positions, total current liabilities at the end of the quarter were $51.8 million. Corporate selling, general, and administration costs, excluding transaction costs, were approximately $1.8 million compared to $2.9 million in the prior year quarter, representing a reduction of approximately 40%. As of June 30, 2025, the company had a total of 1,058,617,377 shares outstanding on the Treasury method basis using a share price of 52 cents. That concludes my prepared remarks. I'll now hand the call back to John for some closing comments.

Disclaimer

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