Vireo Growth Inc. Announces Second Quarter 2024 Results

– Q2 2024 revenue of $22.5 million excluding discontinued operations and NY increased 42.5% year-over-year –

– Operating income of $5.8 million driven by consistent execution in core markets –

– Recently extended credit facility supports the continued execution of Vireo’s CREAM & Fire Strategy –

MINNEAPOLIS – August 6, 2024 – Vireo Growth Inc. (formerly Goodness Growth Holdings) (“Vireo” or the “Company”) (CSE: VREO; OTCQX: VREOF), a cannabis company committed to providing safe access, quality products and great value to its customers, today reported financial results for its second quarter ended June 30, 2024. 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.

 

Management Commentary

Chief Executive Officer Josh Rosen commented, “Our second quarter results reflect continued solid performance across our core markets and the ongoing commitment to executing our CREAM & Fire strategy. We were pleased to recently activate recreational wholesale sales in New York after receiving our ROND license in July and are continuing to work through our ongoing divestiture process. Our improved operating and financial performance enabled us to secure a 30-month extension of our credit agreement last week, although we still have significant room for improvement on credit metrics as we continue navigating through the challenging circumstances caused by what we believe was the wrongful termination of our merger agreement with Verano.”

Amber Shimpa, President and CEO of Vireo Health of Minnesota commented, “Our core market key performance indicators reflect more stable year-over-year comparisons as well as normal variances in harvest schedules and weather conditions, but we’ve been pleased with recent improvements in cultivation yields and quality. We are optimistic about improved year-over-year performance as we enter our more challenging summer conditions in our greenhouses based upon modest capital improvements and our augmented team. We’re continuing to support our recently launched hemp-derived beverages and have established distribution relationships with both local and national distributors of hemp and alcohol products. We also recently activated the wholesale sales channel in New York’s recreational use market with vape and edible products and look forward to launching sales of flower products near the end of the third quarter. Our teams remain focused on preparation for the launch of adult-use sales in Minnesota next spring, and we plan to share additional details on these initiatives later this year.”

 

Other Events

On June 17, 2024, the Company announced that it completed a non-brokered private placement of its subordinate voting shares. In aggregate, the Company issued 1,300,078 subordinate voting shares at a 30-day volume weighted average price (VWAP) of US $0.5384 as of May 17, 2024, representing gross proceeds of US $700,000. The private placement was funded by the Company’s senior secured lender, with proceeds from the transaction to be utilized in connection with a mortgage note to support the relocation of one of the Company’s retail dispensaries in Minnesota.

On July 1, 2024, the Company announced that it changed its name to Vireo Growth Inc. and on July 8, 2024, its subordinate voting shares began trading as “Vireo Growth Inc.” under the ticker symbol “VREO” on the Canadian Securities Exchange (CSE: VREO) and on the OTCQX Market in the United States under ticker symbol “VREOF” (OTCQX: VREOF).

On August 1, 2024, the Company announced that on July 31, 2024, it executed a ninth amendment to the Company’s Green Ivy credit agreement with Chicago Atlantic and affiliates. The ninth amendment extends the maturity date on the credit facility loans to January 29, 2027, adjusts and extends the designated event of default with respect to the Company’s ongoing disposition of its New York operations through July 31, 2025, and amends certain financial measure definitions and covenants within the agreement. The Company issued 12,500,000 Subordinate Voting Shares to the lenders in consideration for the credit facility amendment.

On August 1, 2024, the Company also announced that on July 31, 2024, Chicago Atlantic notified the Company of its intent to voluntarily convert all of the outstanding convertible notes issued in connection with its April 2023 convertible loan financing. The convertible loan had an outstanding balance of approximately $10.5 million, carried an interest rate of 12.0 percent, and was convertible into equity shares of the Company at a strike price of US $0.145. As a result of the conversion, Vireo will issue approximately 73.0 million Subordinate Voting Shares to Chicago Atlantic and its affiliates. The early, voluntary conversion of all outstanding convertible notes is expected to result in interest expense savings of approximately $1.2 million and PIK interest savings of approximately $1.1 million which would have resulted in the issuance of an additional approximately 7.7 million Subordinate Voting Shares if the debt had been converted at maturity.

Balance Sheet and Liquidity

As of June 30, 2024, total current assets were $148.6 million, including cash on hand of $11.2 million. Excluding current debt that was extended as part of the ninth amendment to the credit facility, total current liabilities were $126.3 million, including $88.4 million in liabilities held for sale related to the Company’s businesses in the State of New York. As of July 31, 2024, the Company had a total of 251,179,987 shares outstanding on the treasury method basis.

Conference Call and Webcast Information

Vireo management will host a conference call with research analysts today, August 6, 2024, at 4:30 p.m. ET (3:30 p.m. CT) to discuss its financial results for its second quarter ended June 30, 2024. Interested parties may attend the conference call by dialing 1-800-715-9871 (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/837840088.

About Vireo

Vireo was founded as a pioneer in medical cannabis in 2014 and sustained with an entrepreneurial drive that fuels 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 second quarter 2024 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) 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

Investor Inquiries:
Sam Gibbons
Investor Relations
investor@vireogrowth.com
(612) 314-8995

Media Inquiries:
Amanda Hutcheson
Senior Manager, Communications
amandahutcheson@vireogrowth.com
(919) 815-1476

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. 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, 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 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, 2023, 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 second fiscal quarter ended June 30, 2024, and June 30, 2023. 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 6/30/2024 AND 12/31/2023

(Amounts Expressed in United States Dollars, Unaudited and Condensed)

 

VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Amounts Expressed in United States Dollars, Unaudited and Condensed)

 

VIREO GROWTH INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Amounts Expressed in United States Dollars, Unaudited and Condensed)

 

VIREO GROWTH INC.

STATE-BY-STATE REVENUE PERFORMANCE

THREE MONTHS ENDED JUNE 30, 2024 AND 2023

 

SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

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). EBITDA is 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 EBITDA¹