Good morning and welcome to the Vireo Growth Incorporated's third 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 the cautionary note regarding forward-looking statements in the company's earnings release. I'll now hand the call over to Chief Executive Officer John Mazarakis. 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 Schwazze. We've entered into a restructuring support agreement with Schwazze, which, once completed, will result in Vireo owning the majority of Schwazze's total assets.
Today, the Schwazze 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 acquisitions, 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 Schwazze team to Vireo. 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 GAAP 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 accompanying market sales tables and today's earnings release, which will also be filed with our 10Q later today.
GAAP gross margin was impacted by the non-cash inventory valuation adjustments, primarily related to the required GAAP 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. Excluding these impacts and share-based compensation, adjusted operating income was $21 million, or 22.9% of sales. Adjusted EBITDA was approximately $25 million, or 27.3% of sales, reflecting an improvement of approximately 200 basis points on a GAAP 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 $0.64. 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.
Thank you, Tyson. In summary, our financial performance continues to track in line with our expectations, and we're executing well against our stated objectives. We believe the current momentum across the portfolio, combined with accretive M&A, will enable us to create significant long-term value for all of our shareholders. Thank you for joining us today. Now, we will be pleased to take your questions. Operator.
To ask a question, simply press star one on your telephone keypad. Again, that is star one to ask a question. Our first question comes from the line of Michael Kim with Zacks Small Cap Research. Please go ahead.
Hey, everyone. Good morning, and thanks for taking my questions. I guess first, in terms of the Schwazze transactions, could you maybe discuss the broader strategic rationale as it relates to opportunities to expand into New Mexico and Colorado? Then just from an economic perspective, any color on how we should be thinking about potential accretion just after taking into consideration, I guess, incremental interest expense and the minority ownership stakes? Thanks.
Yeah, thank you, Michael. In general, unfortunately, I'm going to have to be somewhat vague because the transaction is still developing. We have bought the debt. We will foreclose on all the assets. There are some minority stakes, like you mentioned. There are ongoing legal expenses that will slightly alter the final EBITDA number that we're purchasing. For me, I always say this, I never buy a business for its trailing EBITDA or why it existed up to this point. There's always some vision of accretive operational enhancements. I think in this case, we're buying the largest company in Colorado. I also happen to feel that it is the best. If I want to be conservative, I want to say one of the best.
Colorado is primed for consolidation, and I think our focus will be on what I broadly describe as states that have over $100 million of revenue and really solid gross margins. Colorado checks that box and, together with New Mexico, make up a solid market.
Got it. That's helpful. As it relates to the integration of the prior acquisitions, just curious if you could maybe give a bit of color in terms of the level of synergies that you expect to realize and how that might potentially impact overall margins.
I think this quarter and fourth quarter of 2025 will shed plenty of light in this question. I prefer to let numbers speak for themselves instead of me sort of projecting a number. I think Q4 will answer your question. Our goal is to continue to realize synergies and to improve both the gross margin and the EBITDA margin of each of the businesses that we're consolidating.
Fair enough. Okay. And then just finally, maybe coming back to the Schwazze transaction, any insights into the financing and then stepping back, any near-term implications for capital allocation priorities going forward?
I mean, the Schwazze will fall in line with our debt-to-EBITDA metrics that we've been very laser-focused on. We will never opt to be over-levered. That holds true for any state and for the mothership. We plan on running Schwazze without adding any layers at the corporate level. I expect corporate expenses to stay pretty much fixed as we're expanding our top line and growing our EBITDA.
Okay. Appreciate it. Thanks for taking my questions.
Thank you.
Our next question comes from the line of Pablo Zuanic with Zuanic & Associates. Please go ahead.
Thank you, and good morning, everyone. Can we start with the Verano settlement? I think you're receiving $1 million plus the Pennsylvania property. Can you give more color on that property, the size, the location, the state of that property? Let's start with that. Thank you.
It's a real estate property that has an appraised value of $10 million. We think it's probably worth a little more than that in the open market. The settlement with Verano is signed, I guess, to the market and to our investors, or a signal to the market and to our investors that we are laser-focused on producing the best product and providing the best service. Those are the two missions that we're looking to execute on. Everything else seems to be a distraction.
Is this a cannabis property? I mean, is this a cultivation facility that you could operate? Does it carry a license, or is it totally non-cannabis?
It's a cultivation facility, but we're not looking to cultivate. We'll probably sell it or hold it for now and decide what we're going to do with it in the future.
Okay. Thank you. Just moving on to Minnesota. I mean, sales started—I know it's early days, but sales started middle of September. I guess before I ask the question, I have to say thank you to you all for disclosing revenue by state. I mean, I think you're the only MSO doing that, so that's much appreciated. In the case of Minnesota, there was pretty much no lift in terms of revenues at retail level, although REC began in the middle of September. I guess the question is, why didn't we see much of a lift? What's the outlook in terms of the lift with REC sales for the market? How do you think about the competitive environment in terms of the speed of new retail stores opening? Of course, the opportunity on the wholesale side with a cap, of course, on your cultivation.
Thank you.
Yeah. I think in Minnesota, we're going to do well. I think there is lift. Maybe it's hard to parse through that lift given the nature of when REC sales commence. I would be a little more patient and wait for Q4 numbers. In terms of how quickly stores will open, right now, there's no product in Minnesota. We're trying to tread carefully so that we don't run out. I think we're going to have a substantial supply of product once our Elk River production facility is completed. I think that's going to happen sometime in Q1 of next year. I think with a little bit of patience, Minnesota is going to meet our expectations.
Okay. No, that's good. Thank you. Look, the only question I have in the case of Schwazze, I think from a prior presentation, or maybe it was your own presentation, I think they have about 8% retail market share in states that are very fragmented at the retail level. Is the plan to start consolidating and acquiring more retail stores in those two states, or will you stay at where they were?
I think the Colorado market in general, and I'm not speaking about our strategy here, is primed for consolidation. It is a very fragmented space. As you know, wholesale prices have plummeted in the last four years. I think there's an opportunity for the right team to unite some of the top operators in the state and deliver a company that has a meaningful top-line revenue and a meaningful EBITDA margin and EBITDA number. That's kind of how I see it. We'll see in the next few months how things pan out in Colorado.
Okay. Thank you. Look, my last two questions. One, if you can just have an update on the New York asset. That's taken quite a while. I understand the regulatory side of things is slow, but just an update on that. I'm surprised it's taken so long. Regarding Florida, it seems that the deal with The Flowery is totally off, but I understand that there are other assets for sale there. How should we think about Vireo looking at Florida? That's all. Thank you.
New York, again, and thank you for bringing it up, it's a regulatory hurdle, and I assure you we're not the bottleneck. That's all I can say on that front. The transaction will close, and I just—I don't have a crystal ball. I'm not a betting man, and I don't have control over how the state of New York makes decisions, but they've been good partners, and I think we're going to get there with a strong degree of certainty. In terms of Florida, Florida is a market that, you know, it has a lot of uncertainty, and you need a ton of capital to navigate the Florida market. As you know, we like to acquire cash flow, and we want to be very low-levered. From that perspective, Florida presents its own obstacles.
We want to be very careful with markets that we think are mature. Florida can only go down until there is some change in the local regulatory environment, and we just do not feel like it is necessary to take that pain right now. The way we would like to go into Florida is to partner with the right team and have them join our house of local operators. That is our vision, and there needs to be scale. We cannot buy someone who is over-levered. We cannot partner with someone who is over-levered. We cannot partner with someone who has negative cash flow. All those things are simple, but one needs to stay disciplined and not overestimate our ability to turn around a negative cash flow smaller company in that state. In order for us to be in Florida, we need to have a clear vision on scale.
We need to be low-levered, and right now, I don't see any opportunities in the state that check those boxes.
Got it. Thank you. That's great color . Thank you.
With no further questions in queue, we want to thank you for joining us today. This does conclude today's conference call. You may now disconnect.