Core Insights - Vireo Growth Inc. has successfully completed the acquisition of Proper Brands, a significant player in Missouri's recreational cannabis market, through its subsidiaries [1][2] - The total consideration for the acquisition was $102 million, paid in 196.2 million Subordinate Voting Shares at a reference price of $0.52 per share, reflecting a multiple of 4.175x the 2024 "Closing EBITDA" of $31 million [3] Company Overview - Proper Brands, founded in 2022, operates 11 retail dispensaries in Missouri, primarily in the St. Louis area, and has a cultivation and manufacturing facility exceeding 100,000 square feet [2] - The company is implementing the Arches technology platform to enhance its home delivery business [2] Transaction Details - The acquisition includes clawback provisions if the 2026 EBITDA falls below the Closing EBITDA as of December 31, 2026 [3] - The shares issued in the transaction are subject to lock-up provisions, with shares unlocking over a 33-month period [3]

Core Insights - Vireo Growth Inc. has successfully completed the acquisition of WholesomeCo Cannabis and the Arches proprietary technology platform, enhancing its profitability and competitive position in the market [1][3] - The total consideration for the acquisitions amounted to $69.8 million, paid in 134.2 million Subordinate Voting Shares at a reference price of $0.52 per share [2] - The acquisition of Wholesome is based on a multiple of 4.175x the projected 2024 "Reference EBITDA" of $16 million, with performance milestones set for December 31, 2026 [2] Financial Details - The purchase price for Wholesome represents a multiple of 4.175x the expected EBITDA, indicating a strategic valuation approach [2] - Shareholders involved in the transaction have agreed to voluntary share lock-up provisions, with shares unlocking over a 33-month period [2] Strategic Implications - The acquisitions are expected to bolster Vireo's profitability profile and create competitive advantages through the proprietary technology and analytics platform [3] - The company anticipates that other pending merger transactions will also close in the second quarter of 2025, indicating ongoing growth and expansion efforts [3]

Core Insights - Vireo Growth Inc. reported Q1 revenue of $24.5 million, reflecting a 1.9% year-over-year increase, aligning with expectations for its established markets [1][2] - The company anticipates the closing of merger transactions in Q2, which is expected to enhance its profitability profile [1][4] Financial Performance - GAAP Revenue for Q1 2025 was $24.5 million, compared to $24.1 million in Q1 2024, marking a 1.9% increase [2] - GAAP Gross Profit reached $12.4 million, up from $12.2 million, with a Gross Profit Margin of 50.6%, slightly down from 50.8% [2] - SG&A Expenses increased to $7.5 million from $7.1 million, representing a 6.0% rise, and SG&A as a percentage of sales rose to 30.5% from 29.3% [2] - Operating Income decreased significantly to $2.0 million from $4.8 million, resulting in an Operating Income Margin drop to 8.1% from 19.8% [2] - Adjusted EBITDA improved to $6.6 million, an 8.5% increase from $6.1 million, with an Adjusted EBITDA Margin of 26.8% [2] Market Performance - Revenue growth was driven by continued expansion in Maryland, stable performance in Minnesota, and the initiation of adult-use sales in New York, despite a decline in medical sales in New York [3] - Retail revenue in Minnesota increased by 2% to $11.2 million, while New York saw a 34% decline to $1.2 million [22] - Wholesale revenue in Maryland rose by 22% to $4.1 million, contributing to an overall wholesale revenue increase of 18% [22] Balance Sheet and Liquidity - As of March 31, 2025, total current assets were $128.5 million, with cash on hand amounting to $86.3 million [3] - Total current liabilities were reported at $13.3 million, excluding New York assets held for sale [3] Merger Transactions - The company has filed a Definitive Information Circular regarding its proposed merger transactions and has received necessary shareholder approvals [4] - Regulatory approvals for proposed transactions in Utah have been obtained, with expectations to meet customary closing conditions in Q2 2025 [5]