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Vireo Growth Inc
11/12/2025
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-closing statements. in the company's earnings release. I'll now hand the call over to Chief Executive Officer John Mareskis. Please go ahead.
Thank you. Good morning, everyone. I'll begin with a brief summary of Q3 and recent business highlights, then Tyson will provide some extra detail on the financials before we open the call to questions. Our third quarter results reflect our first full quarter of contributions from our recently closed M&A transaction in Missouri, Nevada, and Utah. Performance remains in line with our expectations and reflected organic growth throughout the portfolio in addition to the growth realized from the acquisitions. Subsequent to quarter end, we announced the acquisition of 86% of the outstanding senior secured convertible notes of U.S. multi-state cannabis operator, SWAS. We've entered into a restructuring support agreement with Suaz, which once completed, will result in Vireo owning the majority of Suaz's total assets. Today, the Suaz portfolio includes 46 dispensaries and two manufacturing facilities spread across Colorado and New Mexico, which would expand Vireo's portfolio to eight states with more than 80 operating dispensaries. As is the case with our portfolio acquisition, the Colorado and New Mexico assets, represent leading businesses within their respective markets. As we have stated in the past, we are seeking to build a portfolio of prolific brands in cannabis through organic growth and accretive M&A, and we look forward to welcoming the SWAS team to Vario. As we look at our existing portfolio, we have largely completed our various post-merger closing integration work streams. These initiatives include the integration of our various HR and ERP platforms, rationalization of insurance providers and policies, and the centralization of our procurement processes across the entire enterprise. We have already achieved corporate overhead synergies and expect full integration before the end of the year. We closed the third quarter with over $117 million in cash, which we expect will enable us to continue executing our growth strategies. That concludes my prepared remarks. 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 then review our balance sheet in more detail. Third quarter gap revenue of 91.7 million increased 264% year over year on a reported basis, driven by the first full quarter of contributions from the three merger transactions that we closed during the second quarter. As John mentioned earlier, the prior year comparative period does not include the results of our three merger transactions. However, even with the prior year contributions reflected, we still realized double-digit organic growth. For a complete review of our revenue performance by state and sales channel for the third quarter, please refer to the company market sales tables in today's earnings release, which will also be filed with our 10Q later today. Gap gross margin was impacted by the non-cash inventory valuation adjustments, primarily related to the required gap fair value step-up associated with our closed transactions. Excluding this impact, gross margin was 55.4% and reflected an improvement of 500 basis points compared to the prior year quarter. GAAP operating income was also impacted by non-cash inventory valuation adjustments as well as transaction severance expenses. But excluding these impacts and share based compensation, adjusted operating income was 21 million or 22.9% of sales. Adjusted EBITDA was approximately 25 million for 27.3% of sales, reflecting an improvement of approximately 200 basis points on a gap basis as compared to the third quarter of last year. Excluding New York assets held for sale and income taxes receivable, total current assets at the end of Q3 were 191.1 million, and we ended the quarter with cash on hand of 117 million. Excluding New York liabilities held for sale and the impact of uncertain tax positions, total current liabilities at the end of the quarter were 60.8 million. As of September 30th, 2025, the company had a total of 1,062,254,684 shares outstanding on the treasury method basis using a share price of 64 cents. We remain in a very healthy financial position and are focused on driving returns for shareholders through prudent capital deployment against our highest growth opportunities. That concludes my prepared remarks. I'll now hand the call back to John for some closing comments.
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