💸 The Tape

Vireo Growth closed its all-stock acquisition of FLUENT on Monday, the first of its Florida deals to reach the finish line and the one that changes the company’s position in the state from participant to contender. Vireo issued 6.15 million subordinate voting shares for all of FLUENT, with roughly US$35.7 million of FLUENT senior debt converted to equity along the way. Chicago Atlantic, the lender on both sides of the table, walks away with about 11.7% of Vireo on an as-converted basis and a six-month lock-up. No cash changed hands.

What Vireo owns in Florida today

FLUENT brought 33 dispensaries and roughly 117,000 square feet of cultivation and production across Florida, New York and Texas, but only Florida stays. The Texas license is being sold to Legacy Therapeutics, and Etain in New York goes to a third-party operator, with the Buffalo cultivation lease carved out to a Vireo affiliate. Both sales await regulatory sign-off. What remains, combined with Green Dragon’s existing 41 stores, is about 74 Florida dispensaries and roughly 317,000 square feet of operational cultivation and manufacturing. CEO John Mazarakis called FLUENT “an established operator that meaningfully strengthens our position in Florida” and noted that efficiencies have already improved under the board-adopted operating budget Vireo imposed during the pendency period.

What’s still open

The pipeline is long, and the Florida piece isn’t done. The Planet 13 merger, signed in late July at 0.0154 Vireo shares per Planet 13 share, adds 33 to 34 Florida dispensaries and two cultivation sites totaling more than 76,000 square feet, plus the Las Vegas SuperStore, a second Nevada dispensary and a Waukegan, Illinois store. Planet 13’s definitive proxy has been filed; the shareholder vote and S-4 effectiveness are the remaining gates, with no closing date disclosed. Outside Florida, Vireo still has the Cannabist asset purchase (Colorado, Illinois, Massachusetts, New Jersey, up to 20 stores), C21 in Nevada, four Ohio acquisitions adding about eight dispensaries and a cultivation facility, and a 50% JV with Glass House in California. Pro forma, Vireo gets to roughly 270 dispensaries, which it says would make it the largest U.S. operator by store count.

The combined Florida footprint

Add Planet 13 to what closed Monday and Vireo’s Florida business becomes approximately 107 dispensaries with close to 400,000 square feet of cultivation and production, assuming the earlier disclosed pro forma figure of roughly 106 stores and 329,000 square feet was conservative on capacity. That store count sits second in the state behind only Trulieve’s 170 and well ahead of MÜV’s 86 and Curaleaf’s 79. Three brands, three cultivation platforms, three sets of overhead. The integration is the story from here.

Where the combined entity ranks on OMMU data

The Office of Medical Marijuana Use publishes weekly dispensing by MMTC, and the October 16 report, covering October 9 through 15, is the cleanest read. Statewide, the market dispensed 416.3 million mg of THC and 148,378 ounces of smokable flower across 782 locations to 942,952 qualified patients.

Combining Green Dragon, FLUENT and Planet 13 for that week:

• THC dispensed: 45.3 million mg, or 10.9% of the state. That ranks fourth, behind Trulieve (109.0M, 26.2%), MÜV (50.8M) and Curaleaf (48.1M), and ahead of Ayr (35.5M).

• Smokable flower: 15,858 ounces, or 10.7% of the state. Also fourth, behind Trulieve (51,393), MÜV (16,762) and Curaleaf (16,061), and roughly double Ayr’s 8,173.

• Dispensary count: 108, second only to Trulieve.

The gap between second in stores and fourth in volume is the whole integration thesis. Vireo’s combined Florida network dispenses about 419,000 mg of THC per store per week. Trulieve does 641,000, Curaleaf 609,000, MÜV 590,000 and Green Thumb’s 26-store Florida network does 846,000. The three Vireo brands are collectively running at roughly two-thirds of the per-store productivity of the state’s top operators. Close half that gap and the combined entity passes MÜV and Curaleaf on volume without opening a single store.

The six-month trend

Compare the October 16 report with the May 1 report, covering April 24 through 30. Statewide, THC dispensed grew 4.8% from 397.2 million mg, smokable ounces grew 9% from 136,102, patient count rose 2% from 924,820, and locations increased from 758 to 782. Steady, mature growth.

The three Vireo brands grew far faster. Combined THC dispensed rose 28%, from 35.3 million to 45.3 million mg, taking state share from 8.9% to 10.9%. Smokable ounces rose 37%, from 11,565 to 15,858, with share climbing from 8.5% to 10.7%. FLUENT drove most of it, with THC dispensed up 50% from 12.6 million to 18.9 million mg on just one additional store, which supports Mazarakis’s claim that the operating budget is already working. Green Dragon grew 16% in THC and 56% in flower ounces on a flat store count. Planet 13 grew 16% in THC on one new store.

Those are the right trends for an acquirer to inherit. Three underperforming brands getting better before the integration even starts.

The read

Vireo paid for FLUENT in paper and got a Florida business that’s been gaining share every week since the deal was announced. If Planet 13 closes, it owns the second-largest retail footprint in the country’s largest medical market, sitting entirely inside the Schedule III perimeter and therefore outside 280E, with a per-store productivity gap that represents the single largest organic growth opportunity in its portfolio. The risks are execution and dilution: three brands to consolidate, roughly 400,000 square feet of cultivation to rationalize, and a share count that keeps expanding with every close. But the OMMU data is unambiguous about direction. Vireo’s Florida assets were growing at five times the market rate before Vireo owned them. The question is whether one owner does better than three.

📈 Dog Walkers

So Long $MAPS ( ▼ 1.86% )  

WM Technology’s third quarter reads like a company clearing the decks before it stops reporting, which is exactly what it is. Revenue fell 8.8% to $38.5 million, adjusted EBITDA collapsed from $7.6 million to $0.8 million, and the company swung to a $5.9 million net loss from a $3.6 million profit a year ago. Nine-month operating cash flow is $1.1 million against $23.1 million last year. And WM Technology has voluntarily delisted from Nasdaq with plans to deregister from the SEC, so this is close to the last look investors get.

The client metrics explain the top line. Average monthly paying clients dropped 6.2% to 4,899, and revenue per client slipped to $2,618. Some of that is the market: management flagged Michigan, Colorado and Oklahoma for regulatory and pricing pressure, which are three of Weedmaps’ deepest retail bases. Some of it is deliberate. The company has been terminating late-paying clients and tightening collections, a decision CFO Susan Echard says hurt revenue by design. For a listings platform whose customers are mostly small retailers in markets where margins have vanished, that’s a hard trade: cleaner receivables, smaller book.

The quarter is also loaded with one-offs. A $2.2 million reduction-in-force charge, a securities litigation settlement, $0.3 million in derivative-suit legal costs, a $2.3 million reversal of an AWS commitment contingency and a $1.0 million gain on selling a domain name. Strip them out and the underlying business is still roughly breakeven at the EBITDA line, a long way from the $7 to 8 million quarterly run-rate of a year ago.

Doug Francis’s framing, “optically... near-term pressures, but operationally, it was a successful quarter,” leans on increased user acquisition spending, a new sponsored ad product launching in November and a stated intent to expand deeper into the cannabis supply chain through acquisitions. Cash of $51 million with no debt gives it room to try.

Q4 guidance is for a low-single-digit sequential revenue decline. The forward-looking language cites material weaknesses in internal controls. For a company that went public via SPAC at a $1.5 billion valuation in 2021, the exit from public markets is less a strategy than an admission. Whatever Weedmaps becomes next, shareholders won’t be reading about it in a 10-Q.

$REFI ( ▲ 0.68% ) Reports Q3

Chicago Atlantic Real Estate Finance delivered a third quarter that reflects a lender actively repositioning rather than one standing still. Distributable earnings rose to $0.49 per share from $0.43 in Q2, fully covering the $0.47 dividend the company has now paid at the same level for twelve consecutive quarters. Net interest income came in at $12.5 million, and management reaffirmed a 90 to 100% payout target for the full year.

The quarter’s defining move was growth. REFI originated $88 million in new loans, with $80 million going to new portfolio companies, against just $13.4 million of repayments. Total principal climbed to $527.7 million across 28 borrowers, the largest book in the company’s history, helped by the July Koach transaction that brought $62.6 million of second-lien notes secured by 31 retail properties onto the balance sheet in exchange for stock. Koach income is now included in distributable earnings, contributing $2.6 million this quarter, which gives the dividend a new and durable source of coverage.

Portfolio yield moderated to 14.8% as the sector’s cost of capital improves, a trend REFI is managing by scaling volume. Floating-rate exposure is 56.8%, keeping the book positioned for any rate environment. The CECL reserve rose to $12.3 million, a prudent build that Co-CEO Peter Sack says leaves “credit fundamentals that compare favorably to our peers.”

Liquidity was addressed as well: the revolver was upsized to $117.5 million, and leverage at 47.5% debt-to-equity remains conservative for a mortgage REIT. The real estate-secured cannabis pipeline stands at $174 million, giving REFI visibility into 2027 deployment.

The strategic endgame is the pending merger with LIEN, now targeted for 2027, which would give REFI shareholders roughly half of a larger, more diversified lending platform. Sack says the company is “confident in our ability to navigate an evolving landscape.” A growing book, a covered dividend and a merger in sight suggest it’s doing more than navigating.

📺 Trade To Black

TerrAscend's 13-Quarter Cash Flow Streak, Plus Hemp's Thursday Deadline | TTB Presented by Flowhub

• TerrAscend’s Jason Wild and Ziad Ghanem break down Q3: revenue up 4.8% to $68.2M, adjusted EBITDA of $17.5M, and a 13th straight quarter of positive free cash flow, with Pennsylvania growing 16.8% and a fifth New Jersey dispensary now closed.

• Hemp’s first federal deadline lands Thursday: ATACH’s Michael Bronstein explains the November 12 restrictions on synthetic and non-plant-derived cannabinoids, what the broader December 11 deadline means, and whether Congress acts after last week’s elections.

• Bronstein also covers the White House chief of staff change and the post-election push for cannabis reform in North Carolina.