Vireo Health Announces Formation of Resurgent Biosciences Subsidiary

— Non-plant-touching entity to commercialize Vireo’s intellectual property portfolio

MINNEAPOLIS, April 30, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), the science-focused multi-state cannabis company with active operations in exclusively medical-only markets and licenses in nine states and the commonwealth of Puerto Rico, today announced the formation of a wholly-owned subsidiary company called Resurgent Biosciences, Inc. (“Resurgent”).

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

Resurgent Biosciences is a Delaware corporation which has been created with the intent to commercialize Vireo’s portfolio of intellectual property and related initiatives in a non-plant-touching entity which may broaden potential partnership opportunities or other strategic outcomes as Vireo seeks to monetize scientific advancements within the cannabis industry and beyond. Vireo currently has a wide array of patent applications pending approval by the United States Patent and Trademark Office. Its patent for harm reduction in tobacco products was granted earlier this year.

“The formation of Resurgent Biosciences was a necessary progression of our development as we continue working toward identifying the appropriate partners to help us achieve Vireo’s vision for the future of cannabis,” said founder and Chief Executive Officer Kyle Kingsley, M.D. “Much of our intellectual property has been built with partnership in mind, and structuring those valuable assets under Resurgent will enable us to be optimally flexible as it relates to monetization opportunities both in the near- and long-term future. We are looking forward to working with our partners to commercialize scientific advancements in cannabis that may ultimately benefit millions of consumers across the United States and, potentially, the world.”

About Vireo Health International, Inc.

Vireo Health International, Inc. is a physician-led cannabis company focused on building long-term, sustainable value by bringing the best of medicine, science, and engineering to the cannabis industry. With operations strategically located in early-stage, limited-license medical markets, Vireo manufactures pharmaceutical-grade cannabis products in environmentally-friendly greenhouses and distributes its products through its growing network of Green Goods™ retail dispensaries and hundreds of third-party locations. Its current core medical markets of New York, Minnesota, Pennsylvania, Arizona, New Mexico, Maryland, Ohio and Rhode Island all have the potential to enact adult-use legalization in the next three to 24 months, and two additional markets in Puerto Rico and Massachusetts also have potential for commercialization. Combined with its teams’ focus on driving scientific innovation within the industry and securing meaningful intellectual property, Vireo believes it is well positioned to become a global market leader in the cannabis industry. Today, eight of its 10 markets are operational with 13 of its 32 total retail dispensary licenses open for business. For more information about the company, please visit www.vireohealth.com.

Contact Information 

Investor Inquiries
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

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Vireo Health Schedules Fourth Quarter and Fiscal Year 2019 Results Conference Call

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Vireo Health Raises $10.5 Million to Increase Sales Volume and Margin

– CAD $10.5 million financing to increase retail sell through in key medical only markets –

– Management provides update regarding recent strategic initiatives –

MINNEAPOLIS , March 10, 2020 /CNW/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), the science-focused multi-state cannabis company with active operations in exclusively medical-only markets and licenses in 10 states and the commonwealth of Puerto Rico , today announced it has closed the first tranche of a non-brokered private placement offering (the “Offering”) of 13,651,574 units of the Company (the “Units”). The Offering was authorized at a price per Unit of CAD $0.77 for up to a total amount of U.S. $10,000,000.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“This financing reflects the confidence of the capital markets in the potential growth of sales and margin for Vireo,” said Executive Chairman, Bruce Linton . “There are significant opportunities across our existing footprint to leverage increasing scale to improve sales growth and operating performance, especially considering that we anticipate as many as seven of our medical-only state markets could enact recreational-use legislation over the near- to mid-term future.”

“As a smaller, nimbler U.S. operator with a disciplined approach to capital allocation, we’ve sized this offering to balance our near-term objectives with the best long-term interests of shareholders and we believe we’re in an excellent position to deliver stronger financial performance as a result of this transaction,” said Founder & Chief Executive Officer, Kyle Kingsley , M.D. “Our recent focus on building production capacity to meet increasing demand positions us to drive stronger sell through of higher margin retail sales, which will remain a key area of focus for our team in 2020 in addition to advancing scientific innovation.”

Each Unit is comprised of one subordinate voting share in the capital of Vireo (a “Share”) and one subordinate voting share purchase warrant of Vireo (a “Warrant”). Each Warrant entitles the holder to purchase one Share (a “Warrant Share”) for a period of three years from the date of issuance at an exercise price of CAD $0.96 per Warrant Share, subject to adjustment in certain events. Vireo has the right to force the holders of the Warrants to exercise the Warrants into Shares if, prior to the maturity date, the five-trading-day volume weighted-average price of the Shares equals or exceeds CAD $1.44 , subject to adjustment in certain events.

The Company intends to use the proceeds from the Offering to fund various growth initiatives, as well as for working capital and general corporate purposes. Additional tranches of the Offering may be closed on or before April 17, 2020 , subject to the satisfaction of customary closing conditions. All of the securities issuable in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Company does not expect the Warrants to be listed on any securities exchange.

Corporate Update Regarding Recent Strategic Initiatives

The Company also disclosed that it has implemented several strategic initiatives over the course of the last 90 days in order to optimize its cost structure and operating model. The objectives of these initiatives are to build sustainable value with changing market conditions and to improve the Company’s operating performance. Since December 2, 2019 , these actions have reduced corporate overhead and SG&A expenses by approximately 25 percent on an annualized basis.

Chief Financial Officer, Shaun Nugent , commented, “Our management team and Board of Directors is committed to significantly improving financial performance and generating positive free cash flow, and these actions were important steps we had to take in order to improve unit economics across our business so that we may achieve those goals. We expect to utilize a portion of the proceeds from the private placement transaction to expand our retail dispensary footprint in several key markets, which will be a critical component in driving stronger revenue growth, operating margins, and ultimately cash flow.”

The Company will provide additional updates regarding its strategic priorities and financial performance during its upcoming fourth-quarter and full-year 2019 earnings conference call, which is scheduled for April 30, 2020 .

Additional Disclosures Surrounding Related Party Transaction

Bruce Linton , a director, officer and insider of Vireo indirectly subscribed for 1,736,715 Units in the Offering. Mr. Linton’s participation in the Offering and amendments to his employment agreement with the Company (the “Amended Employment Agreement”) constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Mr. Linton’s participation in the Offering and the Amended Employment Agreement as neither transaction exceed 25% of the Company’s market capitalization. Under the terms of the Amended Employment Agreement, the Company expects to advance Mr. Linton the aggregate exercise price of the first tranche of incentive warrants issued to Mr. Linton and disclosed by the Company on November 7, 2019 , in accordance with the terms of such warrants. The warrants become effectively cashless if the market capitalization of the company reaches U.S. $275 million . The terms of the Offering and the Amended Employment Agreement were reviewed and unanimously approved by the disinterested members of the Company’s board of directors.

Other Information

All currency figures referenced in this release reflect Canadian dollar amounts, unless otherwise noted. The securities to be issued pursuant to the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States . The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About Vireo Health International, Inc.

Vireo Health International, Inc. is a physician-led cannabis company focused on building long-term, sustainable value by bringing the best of medicine, science, and engineering to the cannabis industry. With operations strategically located in early-stage, limited-license medical markets, Vireo manufactures pharmaceutical-grade cannabis products in environmentally-friendly greenhouses and distributes its products through its growing network of Green Goods™ retail dispensaries and hundreds of third-party locations. Its current core medical markets of New York , Minnesota , Pennsylvania , Arizona , New Mexico , Maryland , Ohio and Rhode Island all have the potential to enact adult-use legalization in the next three to 24 months, and three additional markets in Puerto Rico , Massachusetts and Nevada also have potential for commercialization. Combined with its teams’ focus on driving scientific innovation within the industry and securing meaningful intellectual property, Vireo believes it is well positioned to become a global market leader in the cannabis industry. In aggregate, Vireo’s total license portfolio spans 11 state markets with a total addressable population of over 80 million patients. Today, eight of its 11 state markets are operational with 13 of its 32 total retail dispensary licenses open for business. For more information about the company, please visit www.vireohealth.com .

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States . Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States . Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve Vireo of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against Vireo. The enforcement of federal laws in the United States is a significant risk to the business of Vireo and any proceedings brought against Vireo thereunder may adversely affect Vireo’s operations and financial performance.

Forward-Looking Statement Disclosure

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. To the extent any forward-looking information in this news release constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, such information is being provided as preliminary financial results and 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, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, and include statements with respect to the opportunities for the Company to leverage increasing scale to improve sales growth and operating performance; the anticipation that seven medical-only state markets could enact recreational-use legislation over the near-to mid-term future; future tranches of the Offerings, including the expected timing for closing subsequent tranches of the Offering; the use of proceeds from the Offering; the anticipated benefits of the strategic initiatives implemented over the last 90 days; the annualized reduction of corporate overhead and SG&A expenses; the improvement to unit economics; expansion of retail dispensaries in key markets; and the expectation that such expansion will drive stronger revenue growth, operating margins and free cash flow. Forward-looking information involve 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 news 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. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue and cash on hand may differ materially from the revenue and cash values provided in this news release. Forward-looking information is based upon a number of estimates and assumptions of management 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, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct, including preliminary financial expectations regarding the annualized reduction of corporate overhead and SG&A expenses. 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 preliminary financial results being subject to the completion of the Company’s financial closing procedures and not being audited or reviewed by the Company’s independent registered public accounting firm; the timing of recreational-use legislation in markets where the Company currently operates; closing subsequent tranches of the Offerings; the expected timing for completion of subsequent tranches of the Offerings, including the satisfaction of customary closing conditions; current and future market conditions, including the market price of the subordinate voting shares of the Company; federal, state, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States ; limited operating history; changes in laws, regulations and guidelines; operational, regulatory and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; foreign private issuer status and the risk factors set out in the Company’s listing statement dated March 19, 2019 , 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. The Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. 

Media Inquiries

Investor Inquiries

Albe Zakes

Sam Gibbons

Vice President, Corporate Communications

Vice President, Investor Relations

albezakes@vireohealth.com

samgibbons@vireohealth.com

(267) 221-4800

(612) 314-8995

 

SOURCE Vireo Health International, Inc.

Vireo Health Expands Partnership with Leaf Trade

The science-focused, multi-state cannabis company partners with leading cannabis wholesale technology platform

MINNEAPOLIS, Jan. 28, 2020 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), a leading physician-led, science-focused multi-state cannabis company, today announced the expansion of the Company’s partnership with Leaf Trade to provide a wholesale order and fulfillment management platform in four states where Vireo operates. Leaf Trade is an omni-channel sales platform that allows Vireo’s wholesale business to come online quickly and easily in new markets as the Company expands its operations nationally.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

Vireo uses Leaf Trade to manage wholesale ordering and fulfillment in Pennsylvania, Maryland, Ohio and New York, and other states in which the Company is licensed to sell medical cannabis products to third-party dispensaries. The Leaf Trade platform provides a convenient way for dispensaries to review and purchase items from Vireo’s ever-growing line of products and brands.

Leaf Trade is a technology platform for cultivators and dispensaries who want to optimize their wholesale ordering and fulfillment process. It provides a single, standardized system to ensure operational consistency. This helps cultivators deliver for their customers, eliminate costly fulfillment errors, and stay compliant with State-based regulations.

“As we continue to expand our wholesale operations, Leaf Trade’s innovative platform will enhance our sales capabilities and enable us to better serve the hundreds of dispensary customers we work with nationwide,” said CEO and Founder Kyle Kingsley, M.D. “Leaf Trade has been an important partner for almost two years and we are excited to expand our partnership into new markets.”

Vireo uses Leaf Trade to present their products in a one-to-one online storefront which allows dispensary operators to purchase from their mobile, tablet, or desktop computer. Lab testing results are available on each product listing, making it easy for dispensaries to understand exactly what they’re ordering and help protect patient safety.

By using Leaf Trade, Vireo no longer needs to accept orders from multiple entry points such as emails, calls, texts, website inquiries, etc. The omni-channel platform helps save time and effort for Vireo’s sales team and fulfillment departments. Leaf Trade also provides advanced sales data reporting, which enables a single, reliable source of sales figures to help develop accurate forecasts.

“We are thrilled to work with a leading multi-state operator like Vireo Health. The expansion of our partnership from one state to four, and growing, is clear evidence that the Leaf Trade platform can help fuel growth for cannabis wholesalers. We look forward to continuing to grow our relationship with Vireo and helping them expand nationwide,” says Leaf Trade President and Chief Revenue Officer, Michael Piermont.

About Vireo Health International, Inc.
Vireo Health International, Inc.’s mission is to build the cannabis company of the future by bringing the best of medicine, engineering and science to the cannabis industry. Vireo’s physician-led team of over 400 employees provides best-in-class cannabis products and customer experience. Vireo cultivates cannabis in environmentally friendly greenhouses, manufactures pharmaceutical-grade cannabis extracts, and sells its products at both company-owned and third-party dispensaries. The Company currently is licensed in eleven markets including Arizona, Maryland, Massachusetts, Minnesota, New Mexico, New York, Nevada, Ohio, Pennsylvania, Puerto Rico, and Rhode Island. For more information about the Company, please visit www.vireohealth.com.

About Leaf Trade
Leaf Trade is the leading B2B wholesale ordering platform operating in 16 (and counting) highly-regulated cannabis markets. Leaf Trade helps licensed sellers of wholesale cannabis create an online storefront where verified dispensaries have access to all of the brands they are allowed to purchase in their respective markets. Dispensaries enjoy easily placing orders right from their mobile phones, and the sellers have all the built-in supply chain management tools that help their sales, fulfillment, and accounting teams work together to successfully process and deliver orders smoothly, all while dramatically reducing the amount of time it takes to do so. Leaf Trade specializes in custom product features and partner integrations such as seed-to-sale and accounting tools to streamline operations. To learn more about Leaf Trade, visit leaf.trade or follow us on LinkedIn, @leaftrade on Instagram, @leaf_trade on Twitter.

Contact Information

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

Leaf Trade Media Contact
Maddie Hayden
3 Points Communication
maddie@3ptscomm.com
(c) 612-709-3212

 

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SOURCE Vireo Health International, Inc.

CB2 Insights Selected by Vireo Health to Support Medical Cannabis Clinical Trial

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Vireo Health Employees Ratify First Cannabis Union Contract in Maryland History with UFCW Local 27

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Vireo Health Launches Lower-THC ‘LiteBud’ Brand

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Vireo Health CEO and Founder Kyle Kingsley, M.D. Signs CEO Action for Diversity & Inclusion™ Pledge

Vireo Health Becomes First Cannabis Company to Join Growing Coalition of Nearly 900 Organizations Committed to Promoting Workplace Diversity

MINNEAPOLIS, Dec. 17, 2019 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), a leading physician-founded, science-focused multi-state cannabis company today announced that the Company’s CEO and Founder Kyle Kingsley, M.D. has signed the CEO Action for Diversity & Inclusion™ Pledge.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

Vireo Health is the first cannabis company in the nation to sign the pledge, which affirms the Company’s commitment to cultivate a workplace where diverse people, perspectives, and experiences are welcomed, and where all employees feel empowered.

CEO Action for Diversity & Inclusion™ is the largest CEO driven business commitment to advance diversity and inclusion within the workplace. This commitment is driven by a realization that addressing diversity and inclusion is not a competitive issue, but a societal issue that CEOs can play a critical role in addressing. The coalition is a unique collaborative of nearly 900 CEOs of the world’s leading companies, representing more than 85 industries including finance, healthcare, automotive, commercial aviation and entertainment.

“Diversity has always been a cornerstone of Vireo’s culture and I am proud to sign the CEO Action for Diversity & Inclusion Pledge,” said Founder & CEO Kyle Kingsley, M.D. “Along with the rare opportunity to build an entirely new industry, comes a unique responsibility. At Vireo, we believe it is incumbent upon us to ensure that diversity and inclusion become key components of the cannabis industry. Signing this pledge demonstrates our commitment to diversity and recognition that there is still much work ahead of us.”

The purpose of CEO Action for Diversity & Inclusion is to help companies honestly and directly address the concerns and needs of diverse employees and increase equity for all, including Blacks, Latinos, Asians, Native Americans, LGBTQ, disabled, veterans and women. By doing so, companies will become better at engaging and supporting underrepresented groups within their business.

In Vireo’s workforce of more than 400 employees, 62% identify as women, minorities, and/or vets. Additionally, almost half of Vireo’s senior management team and three of its seven Board Directors are women or individuals from diverse backgrounds.

“A recent survey of the cannabis industry found that less than 40% of employees across the industry were female-identifying individuals and a majority of companies had one or fewer women in a senior leadership position,” said Chief Administrative Officer Amber Shimpa. “At Vireo, we’re committed to building an environment that welcomes and empowers employees from all backgrounds. We will therefore continue to promote diversity inside Vireo and within the wider cannabis industry.”

About Vireo Health International, Inc.
Vireo Health International, Inc.’s mission is to build the cannabis company of the future by bringing the best of medicine, engineering and science to the cannabis industry. Vireo’s physician-led team of more 400 employees provides best-in-class cannabis products and customer experience. Vireo cultivates cannabis in environmentally friendly greenhouses, manufactures pharmaceutical-grade cannabis extracts, and sells its products at both company-owned and third-party dispensaries. The Company currently is licensed in eleven markets including Arizona, Maryland, Massachusetts, Minnesota, New Mexico, New York, Nevada, Ohio, Pennsylvania, Puerto Rico, and Rhode Island.  For more information about the Company, please visit www.vireohealth.com.

Media Contact:
Albe Zakes, VP of Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

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SOURCE Vireo Health International, Inc.

Vireo Health Announces Third Quarter 2019 Financial Results

– Total revenue of $8.0 million increased 62 percent year-over-year –
– Two Green Goods retail dispensaries now open in Pennsylvania –
– Company welcomes Bruce Linton as Executive Chairman and Shaun Nugent as CFO –

MINNEAPOLIS, Nov. 27, 2019 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), a science-focused, multi-state cannabis company with operations in 10 states and the Commonwealth of Puerto Rico, today reported financial results for its third quarter ended September 30, 2019. All currency figures referenced in this release reflect U.S. dollar amounts.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

“We continued gaining sales momentum in our Maryland and Pennsylvania markets during the third quarter, and we also began seeing the benefits of capacity upgrades in our recently acquired Arizona business,” said Founder & CEO, Kyle Kingsley, M.D. “Near-term profitability has been impacted by the under absorption of overhead costs in early-stage markets where revenues are just beginning, but we’re anticipating performance improvement in the coming quarters, especially given the positive demand trends and patient enrollment growth we’re experiencing across most of our operating footprint.”

Dr. Kingsley continued, “We believe that our two recently opened Green Goods retail dispensaries in Pennsylvania will serve as an immediate catalyst for growth during the fourth quarter, and increasing sales of our branded products to third-party dispensaries should also remain an important driver of market share gains in the future. Additionally, heading into 2020, we feel we’re well positioned to benefit from potential regulatory tailwinds as most of our current operations are in medical markets that we believe are on the cusp of adult-use legalization.”

Business Highlights

  • The Company generated operating revenue in seven states during the third quarter of 2019: Arizona, Maryland, Minnesota, New Mexico, New York, Ohio, and Pennsylvania. Total revenue for Q3 2019 increased 62 percent to $8.0 million versus Q3 2018.
  • Net loss for Q3 2019 was $14.6 million, as compared to net income of $14,890 in the prior year quarter, with the variance driven by lower gross profit and increased operating and interest expenses. Adjusted net loss, as described in accompanying disclosures and footnotes, was $4.9 million in Q3 2019, as compared to adjusted net loss of $2.0 million in the prior year quarter.
  • Q3 2019 EBITDA and Adjusted EBITDA, as described in accompanying disclosures and footnotes, were a loss of $15.5 million and loss of $5.9 million respectively, as compared to positive $2.2 million and $182,082, respectively, during the prior year quarter.
  • On August 15, 2019, Vireo’s affiliate Ohio Medical Solutions was granted a Certificate of Operation by the Ohio Department of Commerce and begin operating immediately. As of that date, Vireo was one of only five licensed processors operational in the State of Ohio.
  • During the third quarter, the Company introduced new products in its Maryland wholesale channel, including whole-plant rosin extracts and a low-THC pre-roll offering. These followed the addition of vegetarian soft gel capsules in Pennsylvania late in the second quarter.

Third Quarter 2019 Financial Summary

Total revenue for Q3 2019 was $8.0 million, up 62 percent from $4.9 million in Q3 2018. Revenue growth was driven by increased patient counts in Minnesota and wholesale revenue generation in the states of Maryland and Pennsylvania, and contributions from recently closed acquisitions in Arizona and New Mexico.

Retail revenue was approximately $6.2 million in Q3 2019, an increase of approximately 26 percent compared to $4.9 million in Q3 2018. Wholesale revenue was $1.8 million in Q3 2019 and reflected revenue contributions from wholesale markets in Arizona, Maryland, New York, Ohio, and Pennsylvania.

Gross profit before fair value adjustments was $1.3 million, or 16 percent of revenue, as compared to $2.9 million or 60 percent, in the same period last year. The variance in gross profit before fair value adjustments as compared to the prior year was primarily driven by under absorption of overhead costs in certain states, as well as a greater mix of wholesale versus retail sales as compared to the prior-year quarter.

Total operating expenses were $8.6 million, as compared to $3.0 million in the same period last year. Total operating expenses include selling, general and administrative (“SG&A”) expenses, which totaled $4.2 million, as compared to $795,500 last year. The increase in total operating expenses was primarily attributable to increased salaries and wages, professional fees, and general and administrative expenses to support the Company’s growing business and operations as a public company, including $1.4 million in start-up expenses related to buildout and pre-revenue operations in certain state-based markets.

Total other expense was $1.1 million during Q3 2019. These non-operating expenses primarily reflect interest expense from the capital leases of the cultivation and manufacturing facilities in Maryland, Minnesota, New York, Ohio, Pennsylvania, and Puerto Rico.

Net loss in Q3 2019 was $14.6 million, as compared to net income of $14,890 in Q3 2018. Adjusted net loss for Q3 2019 was $4.9 million, as compared to a loss of $2.0 million in the prior year quarter.

Q3 2019 EBITDA was a loss of $15.5 million, as compared to positive $2.2 million in Q3 2018. Adjusted EBITDA was a loss of $5.9 million in Q3 2019, as compared to positive $182,082 in Q3 2018. Please refer to the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this press release for additional information.

Other Developments

On November 7, 2019, the Company announced that Bruce Linton was appointed to the Company’s Board of Directors as Executive Chairman. Mr. Linton is the founder and former CEO of Canopy Growth Corporation. He is expected to work closely with Vireo’s Chief Executive Officer, Kyle Kingsley, M.D., to help spearhead the Company’s strategic decision-making, capital markets activity and future partnerships.

On November 14, 2019, the Company announced that Shaun Nugent had been appointed to the role of Chief Financial Officer, effective December 2, 2019. Mr. Nugent is a seasoned financial executive with more than 25 years of experience as CEO and CFO of several public and private companies, including Life Time Fitness, Champps Entertainment, and Sun Country Airlines. Vireo’s current CFO, Amber Shimpa, will be transitioning to the role of Chief Administrative Officer on December 2, 2019, in conjunction with Mr. Nugent’s appointment.

Balance Sheet and Liquidity

As of September 30, 2019, total current assets were $57.6 million, including cash on hand of $16.4 million. Total current liabilities were $6.2 million, with $1.0 million of debt currently due within 12 months. Effective November 13, 2019, the Company’s current portion of long-term debt in the amount of $1,010,000 was increased to $1,110,000 and extended to December 31, 2021.

As of September 30, 2019, there were 24,300,092 equity shares issued and outstanding, and 110,331,667 shares outstanding on an as converted, fully-diluted basis.

As of November 21, 2019, the Company had total cash available of $12.3 million, inclusive of $1.1 million in collectible receivables and reimbursements.

“We’ve made several important strategic investments in our business over the past two quarters, and cash outlays are subsiding as we’ve taken proactive measures to maintain our financial flexibility,” said Chief Financial Officer, Amber Shimpa. “Moving forward, we will only deploy capital where we expect near-term returns on investment, and we’re in a fortunate position where our highest ROI opportunities are fully-funded through tenant improvement funds provided by our real estate partners. We believe the relative strength of our balance sheet, combined with planned spending reductions, lower capex, and expectations for continued revenue growth provide us with a clear path to profitability.”

Outlook Commentary

Dr. Kingsley commented, “While we remain confident that our focus on bringing the best of medicine, science, and engineering to the cannabis industry will create compelling long-term value for all of our stakeholders, recent market conditions have prompted us to delay the pace of certain development projects. As a result of these decisions, we now expect to finish calendar year 2019 with a total of 13 operational dispensaries compared to our previously targeted range of 16 to 20.”

Kingsley concluded, “Despite the near-term challenges our industry is facing, we believe Vireo is in a unique position to emerge as a true sector leader given the relative strength of our balance sheet compared to many of our peers. With virtually no debt, we control our own destiny and our lean operations and disciplined approach to capital allocation provide us a clear path to profitability. We have an extremely attractive collection of licenses and strategic assets with significant long-term potential, and we’re looking forward to better showcasing the strength of our portfolio next year.”

Conference Call and Webcast Information

Vireo Health management will host a conference call with research analysts on Wednesday, November 27, 2019 at 8:30 a.m. ET to discuss its financial results for its third quarter ended September 30, 2019. The conference call may be accessed by dialing 866-211-3165 (Toll-Free) or 647-689-6580 (International) and entering conference ID 5293509.

A live audio webcast of this event will also be available in the Events & Presentations section of the Company’s Investor Relations website at https://investors.vireohealth.com/events-and-presentations/default.aspx and will be archived for one year.

Additional Information

Additional information relating to the Company’s third quarter 2019 results is available on SEDAR at www.sedar.com. Vireo Health refers to certain non-IFRS financial measures such as adjusted net income, Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, less certain non-cash equity compensation expense, one-time transaction fees, and other non-cash items. These measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers. Please see the Supplemental Information and Reconciliation of Non-IFRS Financial Measures at the end of this news release for more detailed information regarding non-IFRS financial measures.

About Vireo Health International, Inc.

Vireo Health International, Inc.’s mission is to build the cannabis company of the future by bringing the best of medicine, engineering and science to the cannabis industry.  Vireo’s physician-led team of more than 400 employees provides best-in-class cannabis products and customer experience. Vireo cultivates cannabis in environmentally friendly greenhouses, manufactures pharmaceutical-grade cannabis extracts, and sells its products at both company-owned and third-party dispensaries. The Company currently is licensed in eleven markets including Arizona, Maryland, Massachusetts, Minnesota, New Mexico, New York, Nevada, Ohio, Pennsylvania, Puerto Rico, and Rhode Island. For more information about the company, please visit www.vireohealth.com.

Forward-Looking Statement Disclosure

This news release contains forward-looking information within the meaning of applicable securities laws, based on current expectations. Generally, any statements that are not historical facts may contain forward-looking information, and forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “look forward to”, “budget” “scheduled”, “estimates”, “forecasts”, “will continue”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or indicates that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, “occur” or “be achieved.” Forward looking information may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, milestones, strategies and outlook of Vireo, and includes statements about, among other things, future developments, the future operations, potential market opportunities, strengths and strategy of the Company. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements should not be read as guarantees of future performance or results. These statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including Vireo’s experience and perceptions of historical trends, current conditions and expected future developments, as well as other factors that are believed to be reasonable in the circumstances.

Examples of the assumptions underlying the forward-looking statements contained herein include, but are not limited to those related to: the achievement of goals, the closing of acquisitions, obtaining of necessary permits and governmental approvals, future market positioning, as well as expectations regarding availability of equipment, skilled labor and services needed for cannabis operations, intellectual property rights,  development, operating or regulatory risks, trends and developments in the cannabis industry, business strategy and outlook, expansion and growth of business and operations, the timing and amount of capital expenditures; future exchange rates; the impact of increasing competition; conditions in general economic and financial markets; access to capital; future operating costs; government regulations, including future legislative and regulatory developments involving medical and recreational marijuana and the timing thereto; receipt of appropriate and necessary licenses in a timely manner; the effects of regulation by governmental agencies; the anticipated changes to laws regarding the recreational use of cannabis; the demand for cannabis products and corresponding forecasted increase in revenues; and the size of the medical marijuana market and the recreational marijuana market.

Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that it will be completed on the terms described above and that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. Vireo assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

By its nature, forward-looking information is subject to risks and uncertainties, and there are a variety of material factors, many of which are beyond the control of the Company and that may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors include, but are not limited to: denial or delayed receipt of all necessary consents and approvals; need for additional capital expenditures; increased costs and timing of operations; unexpected costs associated with environmental liabilities; requirements for additional capital; reduced future prices of cannabis; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the cannabis industry; delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities; title disputes; claims limitations on insurance coverage; risks related to the integration of acquisitions; fluctuations in the spot and forward price of certain commodities (such as diesel fuel and electricity); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in the countries where the Company may carry on business in the future;  liabilities inherent in cannabis operations;  risks relating to medical and recreational cannabis; cultivation, extraction and distribution problems; competition for, among other things, capital, licences and skilled personnel;  risks relating to the timing of legalization of recreational cannabis; changes in laws relating to the cannabis industry; and management’s success in anticipating and managing the foregoing factors.

Supplemental Information

The financial information reported in this news release is based on audited financial statements for the fiscal year ended December 31, 2018, and unaudited condensed interim consolidated financial statements for the fiscal quarter ended June 30, 2019. 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 HEALTH INTERNATIONAL, INC.

(FORMERLY DARIEN BUSINESS DEVELOPMENT CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(unaudited)

September 30, 2019 and December 31, 2018

(Expressed in United States Dollars)

September 30,

December 31,

2019

2018

ASSETS

Current Assets

Cash

$

16,362,708

$

9,624,110

Receivables

1,865,301

1,671,257

Inventories

27,789,323

21,379,722

Biological Assets

8,046,096

5,967,150

Prepaid Expenses

3,261,149

962,297

Deferred acquisition costs

226,292

1,885,653

Deferred financing costs

448,480

$

57,550,869

$

41,938,669

Non-Current Assets

Property and Equipment

$

40,978,107

$

22,847,283

Deposits

2,774,096

2,259,735

Deferred Loss on Sale Leaseback

31,826

26,596

Goodwill

4,484,490

Intangible Asset

38,949,913

2,184,565

$

87,218,432

$

27,318,179

Total Assets

$

144,769,301

$

69,256,848

LIABILITIES AND MEMBERS’ EQUITY

Current Liabilities

Accounts Payable and Accrued Liabilities

$

4,029,228

$

2,512,389

Deferred Lease Inducement – Current Portion

899,139

341,555

Share issuance obligation

Current portion lease obligations

268,928

338,638

Current portion of Long-Term Debt

1,010,000

1,010,000

$

6,207,295

$

4,202,582

Long-Term Liabilities

Deferred Rent

$

$

271,091

Deferred Income Taxes

5,000,000

6,508,000

Deferred Lease Inducement 

11,213,566

4,781,770

Lease Obligations

18,694,977

11,839,152

Convertible debt

3,073,778

$

44,189,616

$

27,602,595

Shareholders’ Equity

Share Capital

$

117,398,864

$

41,965,556

Reserves

6,142,894

2,766,050

Retained Earnings

(22,962,073)

(3,077,353)

$

100,579,685

$

41,654,253

Total Liabilities and Equity

$

144,769,301

$

69,256,848

 

VIREO HEALTH INTERNATIONAL, INC.

(FORMERLY DARIEN BUSINESS DEVELOPMENT CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(unaudited)

For the Three Months Ended September 30, 2019 and 2018

(Expressed in United States Dollars)

 Three Month 

 Three Month 

 Period Ended 

 Period Ended 

September 30,

September 30,

2019

2018

REVENUE

$

7,992,159

$

4,924,238

Production Costs

(6,692,030)

(1,985,709)

Gross Profit Before Fair Value Adjustments

$

1,300,129

$

2,938,529

Realized Fair Value Amounts Included in Inventory Sold

(624,284)

(3,278,037)

Unrealized Fair Value Gain on Growth of Biological Assets

(9,041,325)

5,398,128

Gross Profit

$

(8,365,480)

$

5,058,620

EXPENSES

Depreciation

$

516,473

$

123,874

Professional fees

1,451,219

682,628

Salaries and wages

2,196,158

1,276,951

Selling, general and administrative expenses

4,214,383

795,500

Share Based Compensation

229,916

87,996

$

8,608,149

$

2,966,949

OTHER INCOME (EXPENSE)

Loss on Sale of Property and Equipment

$

(4,639)

$

(1,650)

Interest expense 

(1,226,378)

(525,732)

Interest income

83

319

Accretion expense

(72,976)

Inventory adjustment

230,470

Other expense

(24,437)

282

Total Other Income (Expense)

$

(1,097,877)

$

(526,781)

 INCOME BEFORE INCOME TAXES 

$

(18,071,506)

$

1,564,890

Current income taxes

$

346,000

$

(2,670,000)

Deferred income taxes

3,160,000

1,120,000

PROVISION FOR INCOME TAXES

$

3,506,000

$

(1,550,000)

INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

$

(14,565,506)

$

14,890

Weighted Average Shares Outstanding – basic and diluted

24,299,953

1,412,369

Net Earnings Per Share – basic and diluted

$

(0.60)

$

0.01

 

VIREO HEALTH INTERNATIONAL, INC.

(FORMERLY DARIEN BUSINESS DEVELOPMENT CORP.)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(unaudited)

For the Nine Months Ended September 30, 2019 and 2018

(Expressed in United States Dollars)

Nine Month

Nine Month

Period Ended

Period Ended

September 30,

September 30,

2019

2018

Cash Flows from Operating Activities:

Net Loss

$

(19,884,720)

$

(1,894,732)

Items Not Affecting Cash:

Depreciation and Amortization

2,573,302

1,002,489

Loss on Sale of Property and Equipment

(5,652)

21,361

Share Based Compensation

686,868

1,499,837

Fair Value Adjustment on Sale of Inventory

11,244,901

9,513,880

Fair Value Adjustment on Growth of Biological Assets

(10,540,435)

(13,749,920)

Interest on Lease Obligation

3,164,857

666,267

Interest on Long-Term Debt

162,594

175,269

Accretion expense

123,238

Amortization of Deferred Tenant Improvement

(332,030)

(186,811)

Listing expense

2,994,606

Deferred financing and acquisition costs

1,836,750

Deferred Income Taxes

(1,508,000)

1,335,000

Deferred gain/loss on sale leaseback

(5,230)

Changes in non-cash working capital:

Receivables

(187,819)

(1,255,691)

Due From Related Party

(1,540,423)

Inventory and Biological Assets

(5,368,063)

(1,639,916)

Prepaid Expenses and Deposits

(2,082,062)

199,362

Accounts Payable and Accrued Liabilities

1,273,157

(31,846)

Income Tax  Payable

62,000

Deferred Rent

17,687

Deposits

(514,361)

(866,830)

Cash Flows Used in Operating Activities

$

(16,368,099)

$

(6,673,017)

Cash Flows from Investing Activities:

Purchase of Property and Equipment

$

(6,444,813)

$

(1,285,770)

Proceeds on sale of Property and Equipment

982,391

5,496,335

Acquisition costs

(16,235,444)

Cash acquired on acquisitions

399,851

Acquisition of intangible assets

(101,630)

Cash Flows from ( Used in) Investing Activities

$

(21,399,645)

$

4,210,565

Cash Flows from Financing Activities:

Proceeds from private placement, net of issuance costs

$

47,542,878

$

15,893,229

Lease payments

(73,972)

Proceeds from Debt

1,000,000

Payment Debt

(1,000,000)

Interest Paid

(2,962,564)

(814,578)

Cash Flows from Financing Activities

$

44,506,342

$

15,078,651

Net Change in Cash

$

6,738,598

$

12,616,199

Cash, Beginning of the Period

9,624,110

2,595,965

Cash, End of the Period

$

16,362,708

$

15,212,164

Reconciliation of Non-IFRS Financial Measures

This news release contains references to financial metrics such as Pro Forma Revenue, EBITDA, Adjusted EBITDA, and Adjusted Net Income, which are non-IFRS measures and do not have standardized definitions under IFRS. The Company has provided these non-IFRS financial measures in this news release as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the Company’s financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the Company’s business. The Company has provided reconciliations of these supplemental non-IFRS financial measures to the most directly comparable financial measures calculated and presented in accordance with International Financial Reporting Standards. Supplemental non-IFRS 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 IFRS financial measures presented in this news release.

Reconciliation of Net Income to Adjusted Net Income and Adjusted EBITDA

Three Months Ended

Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

Net income (loss)

$ (14,565,506)

$         14,890

$ (19,884,720)

$  (1,894,732)

Net fair value adjustments

9,665,610

(2,120,091)

704,467

(4,236,040)

Listing expense

3,496,843

Acquisition related costs

739,880

Inventory adjustment

(230,470)

522,226

Share-based compensation

229,916

87,996

686,868

1,499,837

Adjusted net income (loss) (non-IFRS)

$   (4,900,450)

$   (2,017,205)

$ (13,734,436)

$  (4,630,935)

Net income (loss)

$ (14,565,506)

$         14,890

$ (19,884,720)

$  (1,894,732)

Interest income

(83)

(319)

(240)

(319)

Interest expense

1,226,378

525,732

3,327,451

1,267,749

Accretion expense

72,976

123,238

Income taxes

(3,506,000)

1,550,000

(649,000)

3,470,000

Depreciation

516,473

123,874

1,060,527

380,076

Amortization

727,731

1,512,775

EBITDA (non-IFRS)

$ (15,528,031)

$    2,214,177

$ (14,509,969)

$   3,222,774

Net fair value adjustments

9,665,610

(2,120,091)

704,467

(4,236,040)

Listing expense

3,496,843

Acquisition related costs

739,880

Inventory adjustment

(230,470)

522,226

Share-based compensation

229,916

87,996

686,868

1,499,837

Adjusted EBITDA (non-IFRS)

$   (5,862,975)

$       182,082

$   (8,359,685)

$      486,571

 

Media Inquiries

Investor Inquiries

Albe Zakes

Sam Gibbons

Vice President, Corporate Communications

Vice President, Investor Relations

albezakes@vireohealth.com 

samgibbons@vireohealth.com 

(267) 221-4800

(612) 314-8995

 

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SOURCE Vireo Health International, Inc.

Vireo Health to Report Third Quarter 2019 Results on November 27, 2019

MINNEAPOLIS, Nov. 18, 2019 /PRNewswire/ — Vireo Health International, Inc. (“Vireo” or the “Company”) (CNSX: VREO; OTCQX: VREOF), a leading science-focused, multi-state cannabis company, today announced that it will report financial results for its third quarter ended September 30, 2019 on Wednesday, November 27, 2019 before the market opens.

Vireo Logo (PRNewsfoto/Vireo Health, Inc.)

The Company will hold a conference call and webcast to discuss its business and financial results that same day at 8:30 a.m. Eastern Time (7:30 a.m. Central Time). A live audio webcast of the call will be available in the Events & Presentations section of Vireo’s website at https://investors.vireohealth.com/events-and-presentations/default.aspx. The conference call may also be accessed by dialing 866-211-3165 (Toll-Free) or 647-689-6580 (International) and entering conference ID 5293509. A webcast replay will be available for one year on Vireo’s website.

About Vireo Health International, Inc.
Vireo Health International, Inc.’s mission is to build the cannabis company of the future by bringing the best of medicine, engineering and science to the cannabis industry. Vireo’s physician-led team of more than 400 employees provides best-in-class cannabis products and customer experience. Vireo cultivates cannabis in environmentally friendly greenhouses, manufactures pharmaceutical-grade cannabis extracts, and sells its products at both company-owned and third-party dispensaries. The Company currently is licensed in eleven markets including Arizona, Maryland, Massachusetts, Minnesota, New Mexico, New York, Nevada, Ohio, Pennsylvania, Puerto Rico, and Rhode Island. For more information about the company, please visit www.vireohealth.com.

Contact Information 

Investor Inquiries
Sam Gibbons
Vice President, Investor Relations
samgibbons@vireohealth.com
(612) 314-8995

Media Inquiries
Albe Zakes
Vice President, Corporate Communications
albezakes@vireohealth.com
(267) 221-4800

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SOURCE Vireo Health International, Inc.