Acquisition Details - Creative Realities, Inc. has completed the acquisition of Cineplex Digital Media for CAD $70 million in cash, which includes Canada's largest mall retail media network with over 750 screens across 95 shopping destinations [1] - Cineplex Digital Media reported sales of just under CAD $56 million in 2024 and is projected to achieve 25% year-over-year growth in 2025 [1] - The acquisition is expected to generate cost synergies of at least USD $10 million annually by the end of 2026, enhancing operating efficiencies and margin opportunities [1] Financial Structure - The acquisition was financed through a combination of debt and preferred equity, including a three-year, $36 million senior term loan and $30 million of convertible preferred equity [3] - The purchase price is estimated to be approximately 3X-4X the Adjusted EBITDA of the CDM business for the trailing 12-month period ended September 30, 2025 [1] Board Expansion - The size of the Board of Directors has increased from four to seven, with the appointment of three new directors: Dan McGrath, Tom Ellis, and Mike Bosco [2] - The new board members bring unique capabilities and expertise to support the company's expansion plans [3] Company Overview - Creative Realities designs and deploys digital signage-based experiences for enterprise-level networks, utilizing platforms such as Clarity™, ReflectView™, and iShowroom™ [5] - The company provides recurring SaaS and support services across various vertical markets, including retail, automotive, and digital-out-of-home advertising [6]

Core Insights - Creative Realities, Inc. reported a first quarter revenue of $9.7 million for fiscal 2025, down from $12.3 million in the same period of fiscal 2024, primarily due to installation timing issues [4][10] - The company announced a significant contract with a well-known restaurant chain to transform hundreds of locations across the U.S., which is expected to drive growth in the second half of 2025 [3][10] - The company ended the first quarter with an annual recurring revenue (ARR) of approximately $17.3 million, an increase from $16.8 million at the end of 2024 [5][10] Financial Performance - Consolidated gross profit for the first quarter was $4.5 million, compared to $5.8 million in the prior-year period, with a gross margin of 45.7% [5][10] - Operating loss for the first quarter was approximately $0.7 million, compared to a loss of $0.1 million in the same period last year [7][10] - The company reported a net income of $3.4 million, or $0.32 per diluted share, in the first quarter of fiscal 2025, compared to a net loss of $0.1 million, or $(0.01) per diluted share, in the prior-year period [7][10] Cost Management - Sales and marketing expenses decreased to $1.2 million from $1.5 million in the prior-year period, while general and administrative expenses fell to $3.9 million from $4.4 million [6][10] - Adjusted EBITDA for the first quarter was $0.5 million, down from $0.8 million in the prior-year period [8][10] Balance Sheet and Debt - As of March 31, 2025, the company had cash on hand of approximately $1.1 million, compared to $1.0 million at the end of 2024 [11][10] - Total debt was approximately $23.2 million, down from $25.8 million at the start of the fiscal year, primarily due to a $5.8 million reduction in contingent liabilities [11][10] - The trailing twelve-month gross and net leverage ratios utilizing Adjusted EBITDA were 4.91x and 4.67x, respectively, compared to 2.59x and 2.39x at the beginning of 2025 [12][10]

Core Viewpoint - Creative Realities, Inc. has settled its dispute with former stockholders of Reflect Systems, resolving its obligation to pay contingent supplemental cash payments related to the merger with Reflect [1][2] Group 1: Settlement Details - The settlement includes a cash payment of $3 million, a $4 million 30-month promissory note, and the issuance of warrants to purchase common stock [1][2] - The promissory note is unsecured, accrues interest at 14.0% per annum, and requires a balloon payment of $2.3 million on September 14, 2027 [1][2] Group 2: Management Commentary - The CEO expressed satisfaction with the settlement, highlighting its benefits for the company, investors, and former Reflect stockholders [2] - The settlement is seen as providing financial flexibility and removing uncertainty, allowing the company to focus on growth and improved operating results for fiscal 2025 [2] Group 3: Company Overview - Creative Realities designs and deploys digital signage solutions for enterprise-level networks, utilizing platforms like Clarity™, ReflectView™, and iShowroom™ [3] - The company provides recurring SaaS and support services across various sectors, including retail, automotive, and digital-out-of-home advertising [3] - It aims to enhance customer experiences and productivity through place-based digital media and Retail Media Networks [3]