The Cannabist Co Hldg

Good day and welcome to the first quarter 2023 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. Instructions will be given at that time. As a reminder, this call may be recorded. I would now like to turn the call over to Leigh Ann Evans, Senior Vice President of Capital Markets. You may begin.

Thank you, Operator. Good morning and thank you for joining ColumbiaCare's first quarter 2023 earnings conference call. With me today are Nicholas Vita, our chief executive officer, David Hart, our chief operating officer, Derek Watson, our chief financial officer, and Jesse Shannon, our chief growth officer. Earlier this morning, we issued a press release reporting our first quarter 2023 results, which we will also file with applicable Canadian securities regulatory authorities on CDAR and the U.S. Securities and Exchange Commission on EDGAR. A copy of this release is available on the Investors section of our corporate website, where you will also be able to access a replay of this call for up to 30 days. Please note that the remarks we make today regarding future expectations, plans, and prospects for the company, including statements relating to the Cresco Labs transaction, constitute forward-looking statements within the meaning of applicable Canadian and US securities laws. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, which we disclose in more detail and the risk factors section of our annual Form 10-K for the year ended December 31, 2022, which has been filed with applicable regulatory authorities and also in subsequent securities filings. We remind you that any forward-looking statements represent our views as of today and should not be relied upon as representing our views as of any subsequent date. While we may update any such forward-looking statements in the future, we specifically just claim any obligation to do so, except as otherwise required by applicable law. Also, please note that on today's call, we will refer to certain non-GAAP financial measures such as EBITDA and adjusted EBITDA. These measures do not have any standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other companies. Fleming & Kerr considers certain non-GAAP measures to be meaningful indicators of the performance of its business in addition to, but not as a substitute for, our GAAP results. Reconciliation of such non-GAAP financial measures to their nearest comparable GAAP measure is included in our press release issued earlier today. With that, I will turn the call over to Nicholas Leda to get us started. Nick?

Thank you, Leigh. Good morning, and thank you all for joining our call today. As we discussed on our fourth quarter 2022 earnings call just six weeks ago, as an organization, we remain intensely focused on optimizing our asset portfolio and operational structure. We are leaning into the areas of our business that are driving value and eliminating those that don't. We've prioritized rigorous cost management and we are moving towards positive cash flow generation, which we anticipate later this year. In the first quarter, we achieved positive top-line growth of 1% year-over-year, despite the closure of three dispensaries at the beginning of the quarter. The need to amortize a portion of our revenue attached to the rewards accrued by our Stash Cash Loyalty Program members and ongoing pressures on consumers' wallets and pricing pressures in certain markets. These factors, along with the expected seasonality in 1Q we discussed during our last earnings call, impacted our top line on a sequential basis and resulted in a revenue decrease of approximately 1%. Our adjusted EBITDA margin in 1Q reflected the flow-through from the absorption accounting, reallocation, and gross margin that occurred due to the rationalization of cultivation assets at the beginning of the quarter at the end of 4Q. This anticipated decline in gross margin was partially offset by the cost reduction measures that we executed upon during the second half of the first quarter. As we mentioned in our last call, we expect the cost reduction measures announced in January to generate $35 million in net annual savings, significantly contributing to improved cash flow this year. Due to the timing of implementation of these changes, especially for cultivation rationalization, Reductions in our operating and overhead costs aren't expected to show a full quarter's benefit until the end of the second quarter. Our focus on cash flow from operations does come with some trade-offs. To utilize our canopy square footage more efficiently, reduce headcount, and right-size operating costs, we saw an over-allocation of certain fixed costs, such as sale leaseback payments to COGS. This was anticipated and discussed during our last call. However, we made the decision to focus first on our SG&A and back-of-house utilization rates. With that behind us, we expect to begin implementing our plan to improve absorption and costing strategies across the country to utilize cultivation square footage and manufacturing space as effectively as possible. Concurrent with that initiative taking hold, we expect to continue to invest in areas and locations that are driving profitable growth, and we continue to bring new form factors, fresh genetics, and differentiated brands to our customers and patients. David will be sharing more color with you in a moment on our key markets, but suffice it to say, we are very pleased with the progress we are making in our fastest growing markets, and we are seeing meaningful improvements in markets like Ohio and Pennsylvania, as well as green shoots in the more mature markets where we have made the most significant operational adjustments, such as California and Colorado. Finally, We have very specific development programs to optimize our dispensary portfolio in Virginia, New Jersey, and Maryland, all of which have significant market growth potential in very attractive submarkets, such as Prince George's County, Maryland. Lastly, we are very excited about the launch of adult use in Maryland in July and Delaware in the second half of 2023. And finally, New York, one of the largest cannabis markets in the world, where we are extremely well positioned with ample cultivation capacity and prime retail locations. As Derek will discuss momentarily, we have improved the liquidity profile of the company through recent actions, such as extending the maturity of more than $38 million of senior secured notes to May 2024, investing non-core and unprofitable assets, and continuously evaluating appropriate measures to further deliver the business in the current environment. With a commitment to improving the fundamentals of our business, we are continuing the momentum of our ongoing operational and financial reprioritization of resources, which includes targeted cost reduction measures, non-core asset divestitures, improvements in cultivation and manufacturing, and optimizing our liquidity position. Stepping back and assessing where we stand today, I firmly believe two things. First, we are exceptionally well positioned with continued growth momentum in the best markets in the U.S. thanks to our strategic footprint and asset base. Second, we have strong and sustainable differentiated advantages with best-in-class potential, limited capital needs, and the right positioning for current market conditions. We are poised for expanding margins to generate free cash flow as the year unfolds. We are pleased with the progress that we have achieved in the first quarter, and we look forward to additional meaningful progress over the coming quarters. We continue to see embedded potential in our organization and our markets, with known catalysts on the horizon. Our retail and cultivation portfolios are well-positioned, ready to take advantage of the growth opportunities ahead, now with reduced burden from underperforming areas and operations, as well as an improved liquidity profile, thanks to the measures taken during the first quarter to extend near-term maturities. Turning to the Cresco Labs transaction, Columbia Care continues to collaborate with Cresco Labs on the divestiture transactions required to obtain the regulatory approvals that are conditions of closing of the agreement. Aside from our best efforts, we have limited updates to provide today on the timing for execution of the agreements relating to outstanding divestitures transactions and look forward to answering your questions during Q&A. With that, I will now turn the call over to Derek to review our financial results and outlook in more detail. Derek?

Thank you, Nick, and good morning, everyone. I'll provide a summary of the key financial results for the first quarter, discuss the key trends we're seeing in our markets, and comment on the pending Cresco transactions. In the first quarter, we achieved $124.5 million in revenue, representing growth of 1% over Q1 of 2022 and a 1% decline sequentially, as we'd anticipated, primarily due to normal seasonality. In the first quarter, we opened three new retail locations, two in Virginia, one in West Virginia, and as part of our previously announced restructuring efforts, closed two further unprofitable dispensaries in Colorado. Together with the sale of our Missouri operations, which included one dispensary, we therefore ended Q1 with 84 active retail locations. We've since opened an additional cannabis store in Norfolk, Virginia, bringing the current store count to now 85. In Q1, our wholesale revenue was flat compared to Q4 of 2022 at $15.4 million and represented 12% of total revenue in the quarter. Average basket size, which is a combined measure of pricing, discounts, and share of wallet from guests at our retail stores, decreased quarter over quarter by less than 1%, which is a significant improvement from the larger declines experienced in prior quarters. As Nick mentioned, in Q1, we saw continued growth in our emerging markets, particularly New Jersey, Virginia, and West Virginia. and also saw approximately 7% growth in revenue in both Ohio and Pennsylvania quarter over quarter and 8% growth in Maryland as that market prepares for adult use on July 1. Revenue declined in Colorado and California, partly impacted by the closure of retail locations in both markets. Adjusted gross profit for the first quarter increased sequentially to $47.7 million from $47.2 million in Q4 resulting in an adjusted gross margin of 38.3%, up almost one percentage point from Q4-22. As we've highlighted previously, due to rationalization of certain cultivation assets, our Q1 gross margin was impacted by unfavorable absorption at underutilized sites that require us to expense overhead costs rather than capitalizing them into inventory. A reduced canopy in certain markets will continue to generate cash savings, but will also continue to create an unfavorable impact on gross margin until utilization rates improve. Adjusted EBITDA for Q1 was $16.4 million, representing a 13% margin, and was supported by cost savings initiatives completed during the first quarter. These initiatives announced in early January reduced or exited cultivation operations in six markets, closed four unprofitable retail stores in Colorado and California, and eliminated approximately 25% of our corporate positions. These are on track to generate a net $35 million in annualized savings with incremental cost saving measures in the pipeline. On to our liquidity, we ended the quarter with $40.2 million in cash. This represented an $8 million cash outflow in the quarter and included capital expenditures of $5.7 million, one-time severance payments of $1.2 million, 3 million initial net proceeds on our sale of the Missouri operations, and over $13 million in a combination of income tax and interest payments. As you can see, without these items, our operations continue to create positive cash flow in the quarter. As we announced in late March, we extended the maturity on our 13% senior secured notes, which are now due in May of 2024. This extension was done under the existing indenture and did not require consent nor fees. There are no additional maturities on the horizon until December 2023 when 5.6 million of convertible notes come due, and we'd expect to settle these out of our operating cash flow. We've taken necessary steps to strengthen our balance sheet and have made operating adjustments to create a clear path to positive free cash flow later in 2023. In mid-March, we signed a definitive agreement to divest our interest in the Missouri market that represents one dispensary and one processing center for a total consideration of $6.9 million, with a net $3 million paid on signing in March. As 2023 progresses, we'll continue our focus on cost discipline, optimizing our asset base, preserving cash, and deploying capital efficiently. Now turning to the pending transaction with Cresco Labs, As we've mentioned, we continue to support Cresco in their efforts to bring the transaction to a close. Transaction aside, we continue to execute on initiatives to strengthen our own business and look forward to the growth that the ColumbiaCare operations can bring in the future. With that, let me turn the call over to David to cover operational highlights. David.

Thank you, Derek. I will now highlight important operational developments during the first quarter, particularly in our top markets. On a revenue basis, Our top five markets alphabetically were Colorado, New Jersey, Ohio, Pennsylvania, and Virginia. Pennsylvania replaced California in Q1. On an adjusted EBITDA basis, our top five markets were Maryland, New Jersey, Ohio, Pennsylvania, and Virginia. Maryland replaced Massachusetts in Q1. New Jersey and Virginia remain top markets in both revenue and adjusted EBITDA, demonstrating continued strength. Maryland's inclusion in the top five is an encouraging sign of what's to come as that market prepares for adult use on July 1 of this year. During the first quarter, the prevailing trends from an operational perspective were growth in emerging markets, price stability relative to the previous 18 months, and realized cost-saving measures taken last year. I will now go into more detail on our top markets. In Colorado, we remain focused on our restructuring efforts. We closed two additional underperforming retail locations during the quarter, bringing us to a total of 23 active dispensaries in the state. These store closures, along with other initiatives we've implemented, resulted in slightly improved gross margin quarter over quarter in Colorado. We continue to see improvements in flower quality and potency as a result of the long-term efforts to enhance productivity and SOP adherence in our Colorado cultivation operations. In Q1, Maryland replaced Massachusetts as a top market by adjusting EBITDA. During the quarter, we experienced improvements in our overall manufacturing throughput allowing us to bring higher quality products like live rosin to meet growing consumer demand. Introduction of these products led to improvements in wholesale, which is a positive trend given the imminent wholesale opportunities in Maryland as the market transitions to adult use in July. Given our efficient operations in the state and the steps we've taken to improve our post-harvest abilities and wholesale strategy, we feel confident that we'll be ready to meet the anticipated surge in demand. As a reminder, we have three active retail locations in the state in Chevy Chase, Frederick, and Rockville. Moving on to New Jersey, which continues to be a growth driver. We saw 7% growth in revenue quarter over quarter, and our two active retail locations in the state remain among our top-performing dispensaries in the entire portfolio. We continue to see promising growth in the wholesale market with additional stores coming online. We continue to improve our genetics and introduce new products like Hedy, our line of effects-based gummies, to keep up with consumer demand as the market evolves. We also have a third retail location in development. Ohio also remained a top market by revenue and adjusted EBITDA during the quarter. Pricing in the state is beginning to stabilize, and our dispensaries maintained their throughput during the quarter. We continue to see high-quality genetics out of our Mount Orem facility and experience significant growth in our wholesale business, including a record month during the quarter. We're looking forward to expansion of the wholesale market as incremental dispensaries come online. Pennsylvania replaced California as the top market by revenue, supported by price stability in the wholesale market, an increase in foot traffic at the dispensary level, and favorable trends in retail sales. We significantly reduced our operational canopy in our Saxton cultivation facility as part of the company-wide rationalization effort. While this pressures gross margin in the near term due to underutilized capacity, we expect to put more plants under lights as we see demand continue to build. In Q1, Virginia continued to be a standout market. Changes made to the patient registration process in the state have made it easier for individuals to access the medical market. We continue to do all that we can to keep up with demand for new products and form factors in the market. We opened two new dispensaries in Hampton and Colonial Heights during the quarter and another cannabis dispensary in Norfolk, the ninth of the 12 planned dispensaries in the state. We remain confident about the future growth prospects the market has to offer. As we are halfway into the second quarter, we are focused on improving genetic selection and productivity in all of our cultivation facilities. cultivation improvements, and continued adherence to standardization represent a significant opportunity for us to improve gross margins going forward. I want to thank the team for their continued commitment. Thank you again to the team for their execution. I will now turn the call back to Nick to take your questions. Nick?

Thank you, David. Operator, can you please open up the line for questions?

If you'd like to ask a question, please press star 1-1. If your question has been answered and you'd like to remove yourself from the queue, please press star 1-1 again. Our first question comes from Aaron Gray with Alliance Global Partners. Your line is open.

Hi, good morning and thank you for the questions. So first one for me is just talking about the margin. You spoke again to some of the unfavorable absorption from underutilization. Can you talk about, you know, how much of an impact, you know, that had during a quarter? And I know you look for that to persist. So would it be for that to ease a bit or just giving so much of an impact that you expect kind of going forward and then if you can give more color in terms of how much of an impact from those restructuring measures starting to flow through, I think it's the end of the second quarter, so how much of an impact should we start to see just to try and put some pieces together in terms of what EBITDA margin expectations to expect? Thanks.

Yes, I appreciate the question that is, Derek, on the gross margin specifically. So the underutilization of canopy that we implemented as a result of the restructuring was at the end of Q4 and Q1. That's about a five percentage point impact on gross margin. So we've got a reported gross margin of 38% in Q1. That's after the reduction of this canopy and that 5% overhang. We are continuing to see some improvements in canopy, and so that utilization will increase, as David mentioned, over time. But again, the accounting requires us to take that as a cost and a hit to our gross margin if we don't have those assets utilized.

Okay. All right. Great. Thanks for that color. Um, same question for me. Uh, so I know obviously a lot of questions around the Cresco deal. Um, I know you guys said there's a little bit more to add, you know, at this time than the last call that we had, but just any more color you could provide in terms of, uh, you know, divestitures you talked about, you know, previously saying, you know, you know, there was demand out there, maybe sometimes, you know, think about outside, you know, traditional ones. So are you still seeing, you know, similar levels of demand? Um, you know, anything about how to think about, you know, after kind of the June 30th, I know you guys can both agree to extend, but just how to think about divestitures and then adding additional assets to those divestitures to also address potential upcoming debt as well and how that's potentially impacting the closure of the deal. Thanks.

So I think there are a couple of questions. In that train of thought, in terms of the divestitures, we continue to move forward on the divestiture front. Obviously, we've got a great partner in Combs, and they're working through their process. There was a lot of information that came out in New York last week as an example that I'm sure we'll have. We'll have everyone sort of trying to figure out exactly what direction the state of New York decides to move in. We're having conversations for all the other markets, and it's I think at this point, what I can say is they're great assets. There has been demand from a variety of different pockets. We continue to move forward, but these processes are always very unpredictable. And so it's hard to handicap kind of what a timeline would look like and what an outcome sort of looks like in the absence of definitive agreements. As far as sort of other asset sales and other sort of initiatives, right, I would just kind of break the decision-making process into two different buckets. The ColumbiaCare balance sheet is fine. We feel very comfortable with where we are from a liquidity perspective. We're making decisions to improve profitability, and we expect that profitability to allow us to begin to build cash just from a fundamental perspective as the year progresses and certainly into next year. And that leads up to our first maturity, which is over a year away, actually about a year away today. And so we're very comfortable with where that stands. Separately and apart from that, You know, there's the reorganization that we're going through right now and the way we think about asset sales. We've made the decision to focus on the markets that are really driving the most value. You know, I think that our strategy up until sort of, you know, the restructuring was announced was to have our fingers in a lot of pots, and that has served us well. But, you know, at this point, especially in the context of the Cresco merger, you know, we're not in a position to go out and continue to scale into a lot of these markets. So we really need to focus on the market for we already have scale. Thankfully, we have enormous scale and, you know, in the number of very, very meaningful markets that are providing us with a very attractive runway going forward. So when you look at a market like Missouri, the decision to exit was as much about driving profitability and margins as it was to sort of, you know, do a relative value assessment, right? Where are we going to be able to either redeploy that capital or, you know, enhance liquidity to improve our overall performance? So, you know, we don't have a lot of assets like that. Whatever assets in the portfolio that remain, you know, could certainly fall into that bucket, you know, if we pushed in that direction. Hopefully that's helpful.

That's great. Thanks for that detail, and I'll go ahead and jump back in the queue. Thank you.

Thank you. Our next question comes from Scott Fortune with Roth MKM. Your line is open.

Yeah, good morning, and thanks for the questions. Real quick, you provide a little more color on the expected $35 million in net annual savings. And the update, I know your timing, you mentioned that will probably, these cuts will hit primarily kind of towards the end of the second quarter, but just kind of as we see additional co-proliferation optimization coming on board and still all this will primarily come on the second half, just kind of a little bit of color on that $35 million in annual savings and the timing and cadence of it as we expect to hit the financials here.

Sure, and appreciate the question. So the restructuring, I'd say the latest round of restructuring, to be clear, that we announced in Q1 was a result of actions that we started in Q4. So by the end of Q1, we've completed that restructuring. The reductions in heads, particularly corporate overhead that we took place, all those positions have been eliminated by the end of the first quarter. So we are starting to see the benefit of those cash savings now fully in the second quarter. It's obviously building up of that restructuring with the canopy reduction at six markets around the country. And we're starting to see a slight improvement in utilization of those sites as well. There's a 35 million of annualized cash savings. We're starting to see the benefit of that in Q1, sorry, in Q2. And as Nick mentioned, we'll see the benefit of that and driving towards free cash flow anticipation in the balance of 2023.

Perfect. And just to kind of follow up on that, I mean, with the focus on positive cash flow generation here, can you just kind of provide an update on the inventory level, where you sit, how much of that is part of the free cash flow generation here with working capital, deferred taxes, all part of that. And I know you guys have built out and your CapEx are kind of limited, but any additional color on the CapEx for the rest of the year to kind of meet this positive cash flow generation that you guys are targeting here.

So I think what you'll see is in the first quarter, you know, there wasn't a sort of a meaningful improvement in working capital. But we do expect that to become a source of cash as the year goes on. You know, that's going to be one, obviously, area that we focus on. CapEx, you know, we always expected the first quarter to be the high end of the range in terms of the sort of annual spend. And that was because we were basically, you know, paying for the facilities that were built up prior to that. So, you know, we would expect the ceiling for a quarterly CapEx number to be what you saw in the first quarter and everything to trail down from there. So we anticipate, let's call it the contributors below the income statement for cash flow, including working capital, to be either, you know, for us, this is a year of singles. We're not – we don't need any home runs to make things work. We just need to make sure we execute on sort of a lot of the smaller details. And so what you'll hear us talk about a lot is sort of meaningful but small moves that actually have a profound effect over a longer period of time. So, you know, sort of, you know, are you – we will have maintenance CapEx. We will have some CapEx. As David mentioned, we're going to be building out some dispensaries later on this year. But those are not big-ticket items. We don't need to add any more cultivation. We will have improvements in working capital as the year goes on, particularly as some of our newer products and newer strains come online. But that, again, is something that we don't need to be a home run in order to really drive value for us. And so as you think about sort of the way we're driving cash flow, the single largest contributor is going to be from the income statement. and the way you see a closer correlation between adjusted EBITDA and operating income over the next 12 months. And that, for us, is meaningful because that's obviously a very high-quality source of earnings going forward. Derek, I don't know if you have anything to add to that.

That's absolutely right. So the capex in Q1, again, just a reminder of the numbers, a $5.7 million number. We had three stores opened in Q1 and one opened subsequent to the end of the quarter. So a lot of that capex was supporting the dispensary openings. And as Nick said, we expect that to be the cap of capex by quarter for the balance of the year. And in terms of inventory, as you'll see on our balance sheet, inventory increased slightly from Q4 of 22, partly because the canopy reductions take a little bit of time to execute on. But going forward, you should expect to see the benefit of those canopy reductions in inventory coming down, which will be a driver and source of working capital benefits.

I appreciate it. Thanks for the color.

Thank you. Our next question comes from Glenn Mattson with Leidenberg-Dalman.

Your line is open. Hello, can you hear me? We can.

Great. So, yeah, just, I guess, start off with, I'm kind of curious as the Cresco deal kind of continues to drag on. I know you guys talked about, you know, possible further delivering or whatever. You know, you could be making decisions now about some asset sales or whatever if the transaction, you know, were to not, you know, uh be completed uh you know and the timing could be very important so like i guess just can you talk about like your level of patience with how long this is taking versus what would be in the best interest of columbia care long term if it was to remain a independent company and just kind of think about or talk about how you're thinking about that a little bit so let me just start by saying you know our shareholders have voted

We have a process in place. We're working very closely with Cresco to move the transaction forward along with the asset sales and divestitures that are required to get regulatory approval. There's nothing that changes that. So we have that as a path that we are on. And, you know, there's an outside date, which is the end of June, at which point, you know, sort of the transaction as we're currently sort of describing it either gets extended by mutual consent and which requires both parties, or it doesn't. And so, you know, right now, we have all of our efforts that need to be focused on the Cresco transaction are focused on the Cresco transaction. Now, on a parallel path, we have made the commitment to Cresco and to our shareholders and to our stakeholders broadly to really take a lot of steps internally facing that we believe will drive value, not only for ColumbiaCare sort of stakeholders, but also for Cresco, at the point in time when the transaction consummates. So everything we're doing right now, whether it's the asset sales, improvements to our cost structure, reorganization of the way we actually function, is what I would describe a very sort of a very important outcrop of a very deliberate process that has taken place over the past 12 months. The minute we announced the transaction with Cresco, we had obviously a process in place to move that transaction forward, but we never stopped focusing on our own business. And I think what we use this unusual period of time to really think about is how do we position the assets of Columbia Care for the greatest success possible, for the greatest profitability possible? And that's what you're seeing. So, you know, any assets that are sold, we're obviously doing that in collaboration with Cresco, right? We can't do these things unilaterally based on the terms of the agreement. But I can tell you that we wouldn't consider them and we wouldn't have followed through with them unless we thought they were in the best interest of not only our stakeholders but also Cresco's on a combined basis. As far as liquidity is concerned, you know, as far as the balance sheet is concerned, you know, I think – Fortunately, we have what I would argue is an exceptionally sophisticated management team that is very familiar with the capital markets and with balance sheet considerations. And we're critically aware of what the rumor mill sounds like, right? We're critically aware of the misinformation that's out there. And we're critically aware of the impact that sort of people's concerns regarding liquidity could have and have had on our stock price and on the spread. And the fact is that we don't have a liquidity issue that I can see, and I've got the best information of anybody on the Stone Call aside from Derek. And when we think about the next 12 months and we think about the next 18 months, the next 36 months, I think leverage is something that we want to address. And it's a very natural progression for us to reallocate any cash flows that's generated into the balance sheet to reduce that leverage because at our market cap, every dollar of debt we take off of the balance sheet has an accelerator on the value of our equity. So it's a very simple sort of transactional relationship between the two sides of our balance sheet. I don't feel any pressure to do anything dramatic today, but I can tell you the things that we're doing have been a byproduct of a very long and thoughtful process that will continue. And our intention is to make sure that, you know, if there are opportunities to deliver or take advantage of the asset sale processes or other indications of interest, we certainly will look at it. because I think deleveraging is a very easy way to create equity value over the next 12 to 24 months if we remain an independent entity. So it's a fair question that has a lot of complexities because of the transaction with Cresco, but I can tell you right now it's not something that we're sitting there waiting for somebody else to kind of solve our problems. We're taking a very proactive approach to it, and we feel very comfortable where we are. Derek, I don't know if you have anything to add to that.

That's great.

Nothing to add. Yeah, thanks for that color, Nick. David, maybe can you just touch on, as you went through your state overview, kind of sound like Pennsylvania stood out as a little bit of perhaps you guys are outperforming versus what others have said this quarter a little bit, maybe. Can you just give us a sense of what you're seeing in Pennsylvania and how that performance is going?

Sure. I think in Pennsylvania, you know, our footprint, we obviously have a cultivation facility through the GLEAF acquisition and three dispensaries. I think, you know, it sounds like a relatively simplistic answer, but it was just relative outperformance for us at the hyperlocal level for our dispensaries and some modest improvement in the cultivation wholesale opportunity in Q1. So, I don't think it was anything Herculean other than just sort of better execution at the hyperlocal level by the team.

Okay. Thanks, guys. Sure. Thank you.

Thank you. As a reminder, if you'd like to ask a question, please press star 1-1. And our next question comes from Andrew Semple with Eklon Capital Markets. Your line is open.

Hi there. Good morning, and thanks for taking my question. First one, I'll ask one quick one, the Cresco transaction here. You know, there's been some time that's obviously passed since the last update. Just want to get your sense on the timing and more specifically, I guess, on the timing of things to be announced. You know, it feels like June is approaching quickly here. If we were to see divestiture announcements announced in the near term, do you think there'd be sufficient time to get regulatory approval for those announcements or? Would you have the ability with some wiggle room beyond the June 30th date?

So, it's a great question. And, you know, those are really board-level decisions, you know, in terms of extending the things that are in our control or that, you know, are making sure the business is run properly and driving value and having a very optimistic and realistic view of what the next 24, 36 months look like for ColumbiaCare assets, ColumbiaCare's asset pool. The divestitures, there's so many different factors that go into the timeline for the announcement of a divestiture. Everything from regulatory to just the definitive agreements that need to be negotiated. All of that is partially in our control and partially not because you know, Cresco and Columbia Care are obviously aligned on one side of the equation, but then you have the other parties on the other side. And every group that's coming to talk to us, you know, it wouldn't not be surprising to think that they might have both an operating and a financing component to that conversation. So it's a sort of a little bit of a three-dimensional game of chess. But what I can tell you is that, you know, if the two boards need to have those conversations about an extension of time, I'm sure they will. And, you know, it, you know, I don't think it's a stretch to say it's getting tight, and I think that's a fair characterization. That's a fair question for you to ask, but those are really board-level conversations that I can't comment on.

Understood, and appreciate you providing some additional color there. Moving on to Virginia, it's a state that the company has been highlighting as one of the strongest markets over the past few quarters, and you continue to open new dispensaries there. Just want to get an update maybe on the timing of you opening the remainder of the stores that you have licensed in that state. And could you maybe speak to the wholesale dynamics within that market and how that's been developing as other parties open more stores?

Sure. This is David. I'll take that one. You are correct. We continue to be enthusiastic about the state of Virginia. We have at least one more plan to open this year. We continue to look for, I think I've said this on the previous two calls, we're being very thoughtful about site selection for the remaining dispensaries to make sure that they're well positioned for the eventual adult use. We are swinging hammers and expect to open at least one more through the balance of the year. We did, as Derek mentioned, we opened one in Q2, so we've got at least one more planned for the balance of the year, and we do anticipate opening all of the dispensaries in the next, call it calendar, 12 months, but we're trying to pull as many into this year as we can.

Great. Thank you.

Thank you. There are no further questions at this time. I'll turn the call back over to Nicholas Vita for any closing remarks.

Well, thank you, everybody, for joining us today. And, you know, please reach out to us if you have any other questions. We're always around. And as many of you know, we've been engaging with various stakeholders. We will continue to do so to make sure that everybody has the best information that we can provide. So have a great day. Thanks, everyone.

Thank you. This does include the program. You may now disconnect.