Executive Summary

Q4 2024 revenue was $25.0M, up 3.5% year-over-year and flat sequentially; FY 2024 revenue reached a record $99.4M, +15.4% YoY excluding discontinued operations .
Q4 operating loss of $0.8M was driven by one-time transaction expenses of $4.2M tied to pending merger transactions; Adjusted EBITDA was $6.6M (26.4% margin), up YoY .
Liquidity strengthened: cash was $91.6M at Dec 31, 2024, supported by an oversubscribed private placement (~$81M gross) and a $75M equity raise at $0.625/share in December .
2025 catalysts: adult-use launch in Minnesota, integration of announced Deep Roots, Proper, and WholesomeCo mergers, and continued balance sheet optimization; management framed 2025 as “transformational” .

What Went Well and What Went Wrong

What Went Well
- Record FY revenue, gross margin (51.1%), and operating income; Q4 gross margin improved to 50.6% (+70 bps YoY) .
- Maryland strength: wholesale revenue +41% YoY in Q4; retail +12% YoY; wholesale momentum supported overall mix .
- Liquidity and capital access improved via December equity financing and year-end cash of $91.6M; CFO emphasized patient and opportunistic capital deployment .
- “We are building a portfolio of prolific brands and local operators…adult-use sales in Minnesota position us for a transformational year in 2025.” — CEO John Mazarakis .
What Went Wrong
- Q4 operating loss (-$0.8M) due to $4.2M one-time transaction expenses related to pending mergers; Operating margin fell to -3.4% vs 22.3% in Q4 2023 .
- Net loss widened to -$15.7M (EPS -$0.07) in Q4; interest expense remained elevated at $7.58M in the quarter .
- SG&A as % of sales increased 140 bps YoY to 27.2%; New York retail revenue declined 37% YoY in Q4 .

Metric	Q4 2023	Q3 2024	Q4 2024
Revenue ($USD Millions)	$24.2	$25.165	$25.0
Gross Profit ($USD Millions)	$12.1	$12.324	$12.652
Gross Margin %	49.9%	49%	50.6%
SG&A ($USD Millions)	$6.3	$6.911	$6.812
SG&A % of Sales	25.9%	—	27.2%
Operating Income ($USD Millions)	$5.4	$3.851	($0.842)
Operating Margin %	22.3%	—	-3.4%
Adjusted EBITDA ($USD Millions)	$6.1	$5.661	$6.594
Adjusted EBITDA Margin %	25.3%	—	26.4%
Net Loss ($USD Millions)	($4.583)	($4.926)	($15.701)
Diluted EPS ($USD)	($0.03)	($0.02)	($0.07)

Segment and geography (Q4, YoY):

Segment/State	Q4 2023 ($M)	Q4 2024 ($M)	YoY Change
Retail – MN	$11.182	$11.221	0%
Retail – NY	$2.088	$1.308	(37)%
Retail – MD	$6.588	$6.846	+4%
Total Retail	$19.859	$19.375	(2)%
Wholesale – MD	$2.847	$4.015	+41%
Wholesale – NY	$1.441	$1.500	+4%
Wholesale – MN	$0.025	$0.134	+428%
Total Wholesale	$4.314	$5.648	+31%
Total Revenue	$24.173	$25.023	+4%

KPI & balance sheet snapshot (year-end):

KPI	FY 2023	FY 2024
Cash and Equivalents ($USD)	$15.965M	$91.605M
Total Current Assets ($USD)	$148.852M	$230.371M
Total Current Liabilities ($USD)	$179.467M	$135.467M
Long-Term Debt, net ($USD)	$0	$61.438M
Convertible Debt, net ($USD)	$9.140M	$9.862M
Interest Expense (Q4, $USD)	$8.466M	$7.584M

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY 2025	Not provided	Not provided	Maintained: no formal quantitative guidance
Gross Margin	FY 2025	Not provided	Not provided	Maintained: no formal quantitative guidance
Operating Expenses	FY 2025	Not provided	Not provided	Maintained: no formal quantitative guidance
Strategic	CY 2025	N/A	Management expects “transformational” year with adult-use MN, mergers closing subject to approvals	New qualitative framing

Note: A Q4 2024 earnings call transcript was not available in the document set. Themes reflect press release and recent 8-Ks.

Topic	Previous Mentions (Q3 2024)	Current Period (Q4 2024)	Trend
Liquidity & Capital Access	Cash $7.28M; ongoing credit facility amendments; ER credits contributed to other income	Cash $91.6M; oversubscribed equity raise; new $10M 2024 convertible notes at $0.625 conversion	Improving
M&A & Strategic Scope	Litigation with Verano; NY disposition timeline extended (waiver & ninth amendment)	Deep Roots/Proper/WholesomeCo all-share mergers announced; 2025 closings pending approvals	Accelerating
MN Adult-Use	Capacity/lease planning; gross margin commentary	Adult-use MN highlighted as 2025 growth catalyst	Positive normalization
New York Operations	Losses; NY revenue declines; extended deadline to 7/31/2025	NY retail down 37% YoY in Q4; continued disposition/turnaround plan	Ongoing headwind
Cost Discipline	SG&A stable in Q3; stock comp lower YoY	SG&A % up to 27.2% in Q4; one-time transaction costs	Mixed near-term

CEO: “We are pleased to deliver record revenue, gross margin, and operating income in 2024… Fourth quarter results were impacted by one-time transaction expenses of $4.2 million related to our pending merger transactions… adult-use sales in Minnesota position us for a transformational year in 2025.” — John Mazarakis .
CFO: “We are pleased to close the year in a strong financial position… We believe our liquidity position will help support improved access to capital in the future, and we expect to remain both patient and opportunistic…” — Tyson Macdonald .

A Q4 2024 earnings call transcript was not available; no Q&A highlights could be retrieved in the document set .

Attempts to retrieve Wall Street consensus (S&P Global) for Q4 2024 revenue and EPS were unsuccessful; consensus data was unavailable in the current session. As a result, estimate comparisons cannot be provided at this time.

Momentum into 2025 with strengthened liquidity (cash $91.6M) and fresh equity capital provides strategic flexibility for M&A integration and adult-use MN ramp; near-term dilution risk is offset by balance sheet improvement .
One-time transaction expenses masked core profitability in Q4; Adjusted EBITDA held firm at $6.6M with a 26.4% margin, indicating underlying operations remain resilient despite deal costs .
Maryland is a core growth engine (Q4 wholesale +41% YoY) while New York remains a drag; investor focus should be on mix shift toward MD and MN adult-use contributions .
Interest burden is a key watch item; actions to refinance/convert (new 2024 convert at $0.625 and prior conversions) and further deleveraging could improve net income trajectory in 2025 .
Pending mergers (Deep Roots, Proper, WholesomeCo) are all-share with earnouts/clawbacks, aligning incentives; closing timelines depend on shareholder/regulatory approvals—monitor milestones and integration plans .
With no formal guidance, track quarterly margin progression, SG&A discipline, and adult-use MN rollout against management’s “transformational” narrative; any delay in closures or regulatory approvals is a risk to the 2025 setup .