Nasdaq

Vireo Growth Inc. Announces First Quarter 2025 Results

09-05-2025

– Q1 revenue of $24.5 million increased 1.9% year-over-year, in line with expectations for Vireo’s established markets –

– Merger Transactions expected to begin closing in Q2 and further strengthen profitability profile –

MINNEAPOLIS, May 09, 2025 (GLOBE NEWSWIRE) -- Vireo Growth Inc. ("Vireo" or the "Company") (CSE: VREO; OTCQX: VREOF), today reported financial results for its first fiscal quarter ended March 31, 2025. Key financial results are presented below in summary form with supporting commentary and discussion from management of certain key operating metrics which the Company uses to judge its performance. All currency figures referenced herein are denominated in U.S. dollars.

  Summary of Key Financial Metrics            
             
  Three Months Ended  
  US $ in millions March 31,  
    2025     2024     Variance  
               
  GAAP Revenue $24.5     $24.1     1.9%  
  GAAP Gross Profit $12.4     $12.2     1.4%  
  Gross Profit Margin 50.6%     50.8%     -20 bps  
  SG&A Expenses $7.5     $7.1     6.0%  
  SG&A Expenses (% of Sales) 30.5%     29.3%     120 bps  
  Operating Income (Loss) $2.0     $4.8     -58.5%  
  Operating Income Margin 8.1%     19.8%     -1,170 bps  
  Adjusted EBITDA $6.6     $6.1     8.5%  
  Adjusted EBITDA Margin 26.8%     25.2%     160 bps  
                   

Management Commentary

Chief Executive Officer John Mazarakis commented, “First quarter results were in line with our expectations for Vireo’s established markets. We experienced continued growth in Maryland, stable performance in Minnesota, medical sales declines in New York, and the commencement of New York adult use sales from our indoor facility. We remain focused on closing our pending merger transactions, expected to begin during the second quarter.”

Balance Sheet and Liquidity

As of March 31, 2025, total current assets excluding New York assets held for sale were $128.5 million, including cash on hand of $86.3 million. Total current liabilities excluding New York assets held for sale and uncertain tax liabilities were $13.3 million. As of March 31, 2025, the Company had a total of 472,078,412 shares outstanding on the treasury method basis using a share price of $0.45.

Merger Transactions

On March 21, 2025, the Company announced that it filed its Definitive Information Circular with respect to its proposed Merger Transactions. The Circular contains proforma financial information for the combined company as well as 2023 and 2024 audited financial information for each of the various Merger Transaction targets. The Company also announced that it has received requisite shareholder approval in connection with the Merger Transactions after soliciting shareholder approvals via written consent.

The Company has obtained required regulatory approvals for its proposed Utah transactions (“Wholesome Cannabis” and the “Arches” technology platform) and is working toward satisfying all other customary closing conditions of the Merger Transactions, which it expects to meet during the second quarter of 2025.

Conference Call and Webcast Information

Vireo management will host a conference call with research analysts today, May 9, 2025, at 8:30 a.m. ET (7:30 a.m. CT) to discuss its financial results for its first quarter ended March 31, 2025. Interested parties may attend the conference call by dialing 1-888-672-2415 (Toll-Free) (US and Canada) or 1-646-307-1963 (Toll) (International) and referencing conference ID number 3718174.

A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website and via the following link: https://events.q4inc.com/attendee/968886697.

About Vireo Growth Inc.

Vireo was founded as a pioneer in medical cannabis in 2014 and we are fueled by an entrepreneurial drive that sustains our ongoing commitment to serve and delight our key stakeholders, most notably our customers, our employees, our shareholders, our industry collaborators, and the communities in which we live and operate. We work every day to get better and our team prioritizes 1) empowering and supporting strong local market leaders and 2) strategic, prudent capital and human resource allocation. For more information, please visit www.vireogrowth.com.

Additional Information

Additional information relating to the Company’s first quarter 2025 results will be available on EDGAR and SEDAR later today. Vireo refers to certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA in circumstances in which the Company believes that doing so provides additional perspective and insights when analyzing the core operating performance of the business. These measures do not have any standardized meaning and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-GAAP Financial Measures at the end of this news release for more detailed information regarding non-GAAP financial measures.

Contact Information

Joe Duxbury
Chief Accounting Officer
investor@vireogrowth.com
(612) 314-8995

Forward-Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. To the extent any forward-looking information in this press release constitutes “financial outlooks” within the meaning of applicable United States or Canadian securities laws, this information is being provided as preliminary financial results; the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information contained in this press release may be identified by the use of words such as “should,” “believe,” “estimate,” “would,” “looking forward,” “may,” “continue,” “expect,” “expected,” “will,” “likely,” “subject to,” “transformation,” and “pending,” variations of such words and phrases, or any statements or clauses containing verbs in any future tense and includes statements regarding the Company’s expected performance in 2025; the Company’s pending merger transactions, including the expected timing of the closing of such mergers; future shareholder returns; the Company’s future access to liquidity; future growth opportunities for the Company; . These statements should not be read as guarantees of future performance or results. Forward-looking information includes both known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company or its subsidiaries to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements or information contained in this press release. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein and in our Annual Report on Form 10-K filed with the Securities Exchange Commission. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue, EBITDA, Adjusted EBITDA, and cash on hand may differ materially from the values provided in this press release. Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, the reader should not place undue reliance on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to: risks related to the Company’s pending mergers, including satisfaction of closing conditions and regulatory and shareholder approval; risks related to the timing and content of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to epidemics and pandemics; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws and regulations in the United States relating to cannabis operations in the United States and any changes to such laws or regulations; operational, regulatory and other risks; execution of business strategy; management of growth; difficulties inherent in forecasting future events; conflicts of interest; risks inherent in an agricultural business; risks inherent in a manufacturing business; liquidity and the ability of the Company to raise additional financing to continue as a going concern; the Company’s ability to meet the demand for flower in Minnesota; risk of failure in the lawsuit with Verano and the cost of that litigation; our ability to dispose of our assets held for sale at an acceptable price or at all; and risk factors set out in the Company's Form 10-K for the year ended December 31, 2024, which is available on EDGAR with the U.S. Securities and Exchange Commission and filed with the Canadian securities regulators and available under the Company's profile on SEDAR at www.sedar.com.

The statements in this press release are made as of the date of this release. Except as required by law, we undertake no obligation to update any forward-looking statements or forward-looking information to reflect events or circumstances after the date of such statements.

Supplemental Information

The financial information reported in this news release is based on unaudited financial statements for the first quarter ended March 31, 2025, and March 31, 2024. All financial information contained in this news release is qualified in its entirety with reference to such financial statements. To the extent that the financial information contained in this news release is inconsistent with the information contained in the Company’s audited financial statements, the financial information contained in this news release shall be deemed to be modified or superseded by the Company’s audited financial statements. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation for purposes of applicable securities laws.

                   
  VIREO GROWTH INC.                
  CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 AND DECEMBER 31, 2024                
  (Amounts Expressed in United States Dollars, Unaudited and Condensed)                
      March 31,      December 31,     
      2025   2024    
  Assets              
  Current assets:              
  Cash   $ 86,260,997   $ 91,604,970    
  Accounts receivable, net of credit losses of $259,011 and $254,961, respectively     3,983,466     4,590,351    
  Income tax receivable     11,367,067     12,027,472    
  Inventory     23,343,300     21,666,364    
  Prepayments and other current assets     1,785,664     1,650,977    
  Warrants held     1,751,906     2,270,964    
  Assets Held for Sale     99,941,960     96,560,052    
  Total current assets     228,434,360     230,371,150    
  Property and equipment, net     32,836,175     32,311,762    
  Operating lease, right-of-use asset     7,660,568     7,859,434    
  Intangible assets, net     7,694,517     7,899,328    
  Deposits     421,244     421,244    
  Total assets   $ 277,046,864   $ 278,862,918    
  Liabilities                
  Current liabilities                
  Accounts payable and accrued liabilities   $ 12,197,467   $ 10,456,036    
  Long-Term debt, current portion         900,000    
  Right of use liability     1,148,991     1,400,015    
  Uncertain tax liability     34,959,000     33,324,000    
  Liabilities held for sale     89,351,157     89,387,203    
  Total current liabilities     137,656,614     135,467,254    
  Right-of-use liability     16,437,288     16,494,439    
  Other long-term liabilities     37,278     37,278    
  Convertible debt, net     9,874,521     9,862,378    
  Long-Term debt, net     62,603,583     61,438,046    
  Total liabilities   $ 226,609,284   $ 223,299,395    
  Stockholders’ deficiency                
  Subordinate Voting Shares ($- par value, unlimited shares authorized; 339,475,288 shares issued and outstanding at March 31, 2025 and 337,512,681 at December 31, 2024)            
  Multiple Voting Shares ($- par value, unlimited shares authorized; 278,170 shares issued and outstanding at March 31, 2025 and 285,371 at December 31, 2024)            
  Additional paid in capital     288,381,930     286,999,084    
  Accumulated deficit     (237,944,351 )   (231,435,561 )  
  Total stockholders' equity (deficiency)   $ 50,437,579   $ 55,563,523    
  Total liabilities and stockholders' deficiency   $ 277,046,864   $ 278,862,918    
                   

               
VIREO GROWTH INC.              
CONSOLIDATED STATEMENTS OF OPERATIONS        
THREE MONTHS ENDED MARCH 31, 2025 AND 2024        
(Amounts Expressed in United States Dollars, Unaudited and Condensed)        
       Three Months Ended  
    March 31,  
       2025        2024    
Revenue   $ 24,540,641     $ 24,087,315    
Cost of sales              
Product costs     11,695,329       12,146,888    
Inventory valuation adjustments     433,000       (304,000 )  
Gross profit     12,412,312       12,244,427    
Operating expenses:              
Selling, general and administrative expenses     7,473,943       7,051,613    
Transaction related expenses     1,244,696          
Stock-based compensation expenses     1,460,850       179,789    
Depreciation     77,102       73,547    
Amortization     180,032       180,034    
Total operating expenses     10,436,623       7,484,983    
               
Gain (loss) from operations     1,975,689       4,759,444    
               
Other income (expense):              
Interest expenses, net     (7,599,517 )     (8,722,637 )  
Impairment of long-lived assets              
Gain (loss) on disposal of assets           (120,856 )  
Other income (expenses)     790,038       1,317,589    
Other income (expenses), net     (6,809,479 )     (7,525,904 )  
               
Loss before income taxes     (4,833,790 )     (2,766,460 )  
               
Current income tax expenses     (1,675,000 )     (3,945,000 )  
Deferred income tax recoveries              
Net loss and comprehensive loss     (6,508,790 )     (6,711,460 )  
Net loss per share - basic and diluted   $ (0.02 )   $ (0.05 )  
Weighted average shares used in computation of net loss per share - basic & diluted     366,800,177       143,126,330    
                   

               
VIREO GROWTH INC.              
CONSOLIDATED STATEMENTS OF CASH FLOWS              
THREE MONTHS ENDED MARCH 31, 2025 AND 2024              
(Amounts Expressed in United States Dollars, Unaudited and Condensed)              
    MARCH 31,  
       2025        2024    
CASH FLOWS FROM OPERATING ACTIVITIES              
Net loss   $ (6,508,790 )   $ (6,711,460 )  
Adjustments to reconcile net loss to net cash used in operating activities:              
Inventory valuation adjustments     433,000       (304,000 )  
Depreciation     77,102       73,547    
Depreciation capitalized into inventory     545,262       560,180    
Non-cash operating lease expense     121,038       103,564    
Amortization of intangible assets     180,032       180,034    
Amortization of intangible assets capitalized into inventory     24,778       24,778    
Stock-based payments     1,321,220       179,789    
Warrants held     519,058       (1,327,879 )  
Interest Expense     1,213,681       2,015,889    
Accretion     50,284       52,815    
Loss (gain) on disposal of assets           120,856    
Change in operating assets and liabilities:            
Accounts Receivable     606,886       348,817    
Prepaid expenses     (134,688 )     290,106    
Inventory     (2,032,109 )     299,252    
Income taxes     660,406       175,203    
Uncertain tax position liabilities     1,635,000       3,760,000    
Accounts payable and accrued liabilities     1,818,743       174,340    
Changes in operating lease liabilities     (358,459 )     (168,746 )  
Change in assets and liabilities held for sale     (3,495,266 )     (1,037,417 )  
Net cash provided by (used in) operating activities   $ (3,322,822 )   $ (1,190,332 )  
               
CASH FLOWS FROM INVESTING ACTIVITIES:              
PP&E Additions   $ (1,146,777 )   $ (899,264 )  
Deposits           (150,100 )  
Net cash provided by (used in) investing activities   $ (1,146,777 )   $ (1,049,364 )  
               
CASH FLOWS FROM FINANCING ACTIVITIES              
Proceeds from warrant exercises     38,516          
Proceeds from option exercises     23,110          
Debt principal payments     (936,000 )     (1,050,000 )  
Lease principal payments           (71,066 )  
Net cash provided by (used in) financing activities   $ (874,374 )   $ (1,121,066 )  
               
Net change in cash   $ (5,343,973 )   $ (3,360,762 )  
               
Cash, beginning of year   $ 91,604,970     $ 15,964,665    
               
Cash, end of year   $ 86,260,997     $ 12,603,903    
               

 
VIREO GROWTH INC.
STATE-BY-STATE REVENUE PERFORMANCE
THREE MONTHS ENDED MARCH 31, 2025 AND 2024
 
    Three Months Ended            
    March 31,            
    2025   2024   $ Change   % Change  
Retail:                        
MN   $ 11,209,204   $ 10,977,089   $ 232,115     2   %
NY     1,205,045     1,821,269     (616,224 )   (34 ) %
MD     6,819,392     6,801,082     18,310     0   %
Total Retail   $ 19,233,641   $ 19,599,440   $ (365,799 )   (2 ) %
                         
Wholesale:                        
MD     4,089,238     3,353,661     735,577     22   %
NY     936,351     1,134,214     (197,863 )   (17 ) %
MN     281,411         281,411     100   %
Total Wholesale   $ 5,307,000   $ 4,487,875   $ 819,125     18   %
                         
Total Revenue   $ 24,540,641   $ 24,087,315   $ 453,326     2   %
                         

Reconciliation of Non-GAAP Financial Measures

Vireo management occasionally elects to provide certain non-GAAP financial measures such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA. EBITDA and Adjusted EBITDA are a non-GAAP measure and does not have a standardized definition under GAAP. The following information provides reconciliations of the supplemental non-GAAP financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company has provided the non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with GAAP. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented.

               
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA              
(Amounts Expressed in United States Dollars, Unaudited and Condensed)              
    Three Months Ended  
    March 31,  
    2025     2024    
Net income (loss)   $ (6,508,790 )   $ (6,711,460 )  
Interest expense, net     7,599,517       8,722,637    
Income taxes     1,675,000       3,945,000    
Depreciation & Amortization     257,134       253,581    
Depreciation and amortization included in cost of goods sold     570,040       584,958    
EBITDA (non-GAAP)   $ 3,592,901     $ 6,794,716    
Inventory adjustment   $ 433,000     $ 304,000    
Grown Rogue termination fee included in cost of goods sold     266,667          
Stock-based compensation     1,460,850       179,789    
Transaction related expenses     1,244,696          
Other income     (790,038 )     (1,327,879 )  
Severance expense     379,916          
Loss on disposal of assets           120,856    
Adjusted EBITDA (non-GAAP)   $ 6,587,992     $ 6,071,482