Good morning and welcome to 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 Note Regarding Forward-Looking Statements in the Company's Earnings Release." I'll now turn the call over to Chief Executive Officer John Mazarakis. Please go ahead.
Thank you. Good morning, everyone. Vireo's legacy markets are performing in line with our expectations and reflect 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 secured 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.
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 GAAP 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 10-Q later today. GAAP gross margin was impacted by termination fees related to our prior agreement with Grow and Rogue.
Excluding its 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. SG&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 Grow and 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. Excluding 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 $0.52. That concludes my prepared remarks. I'll now hand the call back to John for some closing comments.
Thank you, Tyson. To summarize, Vireo's established markets continue to perform in line with our expectations, and now we are a much larger and stronger organization with an attractive platform for growth. We're building a portfolio of prolific brands and candidates and believe the combination of these platforms and leaders with Vireo has the potential to create significant value for all of our stakeholders. Thank you for joining us today. Now, we would be pleased to take your questions. Operator?
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. We will pause for just a moment to compile the Q&A roster. Your first question comes from Michael Kim with Zacks Research. Your line is open.
Hey, everyone. Good morning and thanks for taking my questions. First, just as it relates to the recently announced licensing agreement with Curio, just wondering if you could potentially frame sort of the opportunity as it relates to distributing their products through your network. Does the partnership impact your thinking as it relates to potentially selling assets in New York?
Hi. Good morning. We don't think that this partnership affects the diversity of the New York assets. We do think that Curio is a leading brand in the nutraceutical space. We don't see any cannibalization with respect to our current SKUs, and we're very bullish on this relationship.
Got it. That's helpful. Maybe just in light of the recent refinancings and sort of the subsequent step-up and flexibility, just curious to get your perspective on capital management priorities. Just related to that, I know you just closed the three transactions, but any thoughts on incremental M&A opportunities, what you might be seeing as it relates to the competitive landscape and valuations more broadly?
We're trying to be part of every conversation with respect to M&A. We're looking at both the distressed space as well as the mature space. We're hopeful that M&A will come into fruition in the next 12 - 24 months. We're not banking on M&A. We believe in organic growth. We're continuing to make a small investment in Minnesota, finishing our second growth. Our goal is to grow our cash from operations on a monthly, weekly, quarterly basis and focus on cutting back on the CapEx costs.
Got it.
Positive free cash flow at the unit level is our main focus.
Understood. Maybe just lastly, just curious if you could speak to the Arches platform just in terms of where things stand and how it could potentially enhance growth across some of the operators that aren't maybe currently leveraging the technology.
We're still working on deploying the Arches delivery platform. Currently, we have delivery in all the states that we can have delivery. This will be a work in process. We strongly believe in delivery and will continue to invest in that form of service.
Got it. Okay, thanks for taking my questions.
Thank you.
Your next question comes from the line of Pablo Zuanic with Zuanic & Associates. Please go ahead.
Thank you. Good morning, everyone. Just starting with Minnesota, a two-part question. First, maybe if you can just remind us what you have been doing to prepare for REC in terms of how much are you expanding capacity for? In terms of stores, have you been able to relocate any stores, any refurbishings of the stores? Anything else you can share in terms of how you're preparing for REC? The second question, the way I understand it, the news flow in terms of when REC sales, it's not 100% clear when the incumbents like yourselves and Green Thumb can start supplying the REC market and whether you can start supplying it from the wholesale side or the retail side. If you can comment on that first, please. Thank you.
Thank you, Pablo. I'm going to start with the second question first, like you recommended. We think that there will be no product. Both us, I think, and I don't want to speak for GTI, but as everyone knows, there's going to be a shortage of supply in Minnesota. All of the supply initially will come from either us or GTI. I foresee, I cannot imagine, and I think the state concurs that, you know, in the absence of Vireo and GTI being adult-use approved, there can't really be a rollout of the adult-use program. Having said that, I don't want to predict any date. We're ready. We're working with the state every day to deliver on what the requests are. I think I'm hopeful that, you know, within the second half of this year, we will be selling adult-use in Minnesota.
In terms of our footprint in Minnesota, our footprint remains the same. Our retail, you know, is limited to eight locations, and it will remain limited in this way. We did expand our grow with Elk River, as some of you may know. We typically don't discuss, you know, size of canopy and canopy strategy.
All right. Just to follow up on the same point, one thing is that you can start supplying on wholesale to the third-party stores. Do you believe that at the same time you would be able to start selling from your own stores to retail customers, or the two things don't go together necessarily?
The two will go together, I believe. I just don't want to commit to the timing because we're dealing with the government, and we want to be respectful to their processes. I strongly feel we'll get there within the second half of this year.
Right. Thank you. Look, if you can just maybe give me more clarity in terms of New York, right? Yes, you have these assets up for sale, but the way I understand it, and please correct me if I'm wrong, is that you also have an opportunity to partner with someone there to supply the state in a larger scale. I'm just trying to understand. It's a bit odd to me, this situation that we have, that on the one hand, you are selling the assets based on the accounting side, right? Assets held for sale. At the same time, there's apparently this opportunity to partner with someone at a larger scale. If you can give more color on that, please. Thank you.
Our partners in New York have a pretty wide network, and we will leverage this network while we're getting this approved and after we get it approved, meaning after we divest the assets, to become, you know, the largest supplier of indoor flower in the state of New York. That's our goal.
Right.
I think the benefit of the partnership outweighs maybe the drawback of divesting part of the asset or, you know, the controlling part of the asset.
Right. The divesting part of the asset, it's pending because of the regulatory side or because you're still looking for a buyer for those assets?
No, no, no. We're not looking for a buyer. We've been committed to the same buyer for months now. It's just that we're waiting for regulatory approval.
Okay. Thank you. If you can just comment more in general about the comments about the macro side of things in Nevada and Missouri, some of your peers, you know, have made comments that they are quite concerned about price deflation in those markets, the competition from hemp. If you can just give more color the way you see the lay of the land from a macro standpoint in those two states.
Yeah. Our focus is to be, you know, the largest operator within the state. I think we're well on our way in Nevada to being that. Our focus is market share. We've been executing on that strategy, and I think everyone will be pleased with the outcome. The same thing goes for Missouri. We're a little smaller in Missouri in relative terms to maybe some of the top operators there, but we're still, I would say, you know, a top five operator with a great product selection, strong partnerships, and we will continue to capture market share.
Thank you, John. If I may, a last one, very last one. I know you touched on M&A already, but regarding Florida, are the conversations with The Flowery still going on, or is that totally off? If I want to look at Florida, it would have to be someone else. If you can just comment on that, and that's it. Thank you.
Yeah. No, I mean, the conversations are on ice. We don't plan on excluding The Flowery from any further consideration of Florida, but we're not limited to only doing a deal with The Flowery. I think Florida right now is going through a phase of, you know, price adjustment, and that type of compression is a little bit scary with respect to future EBITDA. We want to be very prudent and not overpay for any assets. We're going to stay disciplined. That the market can count on.
Got it. Thank you very much.
Thank you.
There are no further questions at this time. I'll now turn the call back over to the Vireo Growth team for closing remarks.
I just wanted to thank everyone for joining this call. We hope to see you again or hear from you again at the end of the third quarter. Thank you very much.
Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.