6-K
Ayr Wellness Inc. (AYRWF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023.
Commission File Number: 333-253466
Ayr WellnessInc.
(Exact Name of Registrant as Specified in Charter)
2601 South Bayshore Drive, Suite 900, Miami,FL, 33133
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AYR WELLNESS INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: March 9, 2023 | By: | /s/ Brad Asher |
| Name: | Brad Asher | |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| 99.1 | News Release dated March 9, 2023 |
|---|
Exhibit 99.1
Ayr Wellness Reports Fourth Quarter and FullYear 2022 Results
MIAMI,March 9, 2023 – Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator (“MSO”), is reporting financial results for the fourth quarter and full year ended December 31, 2022. Unless otherwise noted, all results are presented in U.S. dollars.
David Goubert, President & CEO of Ayr, said, “I’d like to thank our team for pulling together to deliver a strong fourth quarter, growing our adjusted EBITDA by 20% sequentially, and a second straight quarter of generating positive cash flow from operations. In the past few months, our team has begun the process of evaluating every aspect of our business with fresh eyes, conducting a thorough review of our markets, our people, and our processes, all in service seeking to maximize the financial health of our Company and better position Ayr as a retailer of choice and house of brands.”
“Throughout that process, we have implemented cost saving measures, stepped back from certain markets that didn’t align with our core business goals, and invested further into markets and activities that did meet those goals. By better prioritizing our time, our attention, and our capital, we find ourselves better positioned to capture growth opportunities in our existing and future footprint, which we anticipate will help us grow our cash flow profile, our revenue, and adjusted EBITDA margins consistently throughout 2023.”
FourthQuarter Financial Summary ($ in millions, excl. margin items)
| Q4 2021 | Q3 2022 | Q4 2022 | % Change Q4/Q4 | % Change Q4/Q3 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 111.8 | $ | 119.6 | $ | 124.6 | 11.5 | % | 4.2 | % | |||||
| Gross Profit | $ | 51.2 | $ | 49.5 | $ | 55.1 | 7.6 | % | 11.3 | % | |||||
| Adjusted Gross Profit^1^ | $ | 63.3 | $ | 62.9 | $ | 70.5 | 11.3 | % | 12.1 | % | |||||
| Operating Loss^2^ | $ | (13.9 | ) | $ | (20.7 | ) | $ | (176.2 | ) | NA | NA | ||||
| Adjusted EBITDA^1^ | $ | 26.1 | $ | 21.7 | $ | 26.0 | -0.5 | % | 20.1 | % | |||||
| Adjusted EBITDA Margin^1^ | 23.4 | % | 18.1 | % | 20.9 | % | -250bps | 280bps |
FullYear 2022 Financial Summary ($ in millions, excl. margin items)
| FY 2021 | FY 2022 | % Change Y/Y | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 357.6 | $ | 465.6 | 30.2 | % | |||
| Gross Profit | $ | 138.1 | $ | 190.4 | 37.9 | % | |||
| Adjusted Gross Profit^1^ | $ | 207.3 | $ | 248.5 | 19.9 | % | |||
| Operating Loss^2^ | $ | (56.0 | ) | $ | (243.0 | ) | NA | ||
| Adjusted EBITDA^1^ | $ | 98.0 | $ | 86.8 | -11.4 | % | |||
| Adjusted EBITDA Margin^1^ | 27.4 | % | 18.6 | % | -880bps |
^1^Adjusted EBITDA, Adjusted Gross Profit and Adjusted EBITDA Margin are non-GAAP measures, and accordingly are not standardized measures and may not be comparable to similar measures used by other companies. See Definition and Reconciliation of Non-GAAP Measures below. For a reconciliation of Operating Loss to Adjusted EBITDA as well as Gross Profit to Adjusted Gross Profit, see the reconciliation table appended to this release.
^2^Based on the current market conditions, including the impact of price compression, the Company incurred a non-cash goodwill impairment charge of $149M, reducing the carrying value of goodwill across all reporting units.
Fourth Quarter and Recent Highlights
| · | Retail<br> Updates |
|---|---|
| o | Opened<br> two new dispensaries in Florida during the fourth quarter and an additional two stores in<br> the first quarter of 2023, bringing Ayr’s total footprint to 55 dispensaries across<br> the state. |
| --- | --- |
| o | Began<br> adult-use sales alongside the Company’s established medical sales at Ayr’s Somerville,<br> Massachusetts retail dispensary. |
| --- | --- |
| o | Announced<br> Ayr’s three retail locations in New Jersey, formerly known as Garden State Dispensary,<br> are now operating under the AYR Dispensary brand. |
| --- | --- |
| · | Brand/Product<br> Updates |
| --- | --- |
| o | Introduced<br> HAZE live resin concentrates and vapes across the Company’s footprint in Florida and<br> Nevada. |
| --- | --- |
| o | Expanded<br> Levia water-soluble tinctures to Ayr’s Florida retail menus. |
| --- | --- |
| o | Announced<br> plans to rebrand all of the Company’s Florida stores from Liberty Health Sciences to<br> AYR Cannabis Dispensary this summer. |
| --- | --- |
| · | Corporate<br> Updates |
| --- | --- |
| o | Announced<br> mutual termination of Ayr’s proposed acquisition of the equity interests of Gentle<br> Ventures, LLC d/b/a Dispensary 33, and certain of its affiliates that collectively own and<br> operate two licensed retail dispensaries in Chicago, Illinois. |
| --- | --- |
| o | Signed<br> a definitive agreement to sell Blue Camo, LLC which comprises the Company’s Arizona<br> assets, to AZ Goat, LLC, a group consisting primarily of the former owners of Blue Camo. |
| --- | --- |
| o | Entered into an option to acquire two Ohio dispensary licenses from<br>Daily Releaf, LLC and Heaven Wellness, LLC, to begin establishing a vertical integrated presence in the state. |
| --- | --- |
Full Year 2022 Highlights
| · | Added<br> 14 dispensaries across Ayr’s eight state footprint, bringing its total dispensary count<br> to 80 stores. |
|---|---|
| · | Launched<br> adult-use retail sales in New Jersey and Massachusetts. |
| --- | --- |
| · | Completed acquisitions of Cultivauna, LLC, the owner of Levia-branded<br>cannabis infused beverages, and Herbal Remedies Dispensaries, LLC; Signed a management services agreement with Tahoe Hydroponics, LLC<br>and NV Green, Inc. |
| --- | --- |
| · | Won<br> a provisional cultivation license in Connecticut alongside Ayr’s operating partner,<br> which will also provide Ayr with two retail licenses in the state. |
| --- | --- |
| · | Completed<br> $114 million of real estate financing transactions at a blended cost of capital at closing<br> of ~8.0% per annum. |
| --- | --- |
| · | Completed<br> construction of cultivation facilities in Massachusetts, New Jersey and Ohio. |
| --- | --- |
Financing and Capital Structure
The Company deployed $3.6 million of capital expenditures in Q4 and ended the year with a cash balance of $80.6 million.
As of December 31, 2022, the Company had approximately 70.9 million fully diluted shares outstanding based on a treasury method calculation as of that date.^i^
Outlook
The Company anticipates its financial results in the first quarter of 2023 to be consistent with industry trends, expecting revenue and adjusted EBITDA in Q1 2023 to be in-line with Q4 2022. Ayr expects to further ramp revenue, adjusted EBITDA and operating cash flow thereafter.
Conference Call
Ayr management will host a conference call, followed by a question-and-answer period.
Conference Call Date: Thursday, March 9, 2023
Time: 8:30 a.m. ET
Toll-free dial-in number: (800) 319-4610
International dial-in number: (604) 638-5340
Conference ID: 10021221
Please dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact the Company’s investor relations team at ir@ayrwellness.com.
The conference will be broadcast live and available for replay here.
A telephonic replay of the conference call will also be available for one month beginning at 11:30 a.m. ET on Thursday, March 9, 2023.
Toll-free replay number: (855) 669-9658
International replay number: (412) 317-0088
Replay ID: 9867
^i^ Includes pending M&A and excludes Ayr granted but unvested service-based LTIP shares totaling 5.3 million.
Financial Statements
Certain financial information reported in this news release is extracted from Ayr’s Consolidated Financial Statements and MD&A for years December 31, 2022 and 2021. Ayr files its financial statements and MD&A on SEDAR and with the SEC. All financial information contained in this news release is qualified in its entirety by reference to such financial statements and MD&A.
Definition and Reconciliation of Non-GAAPMeasures
The Company reports certain non-GAAP measures that are used to evaluate the performance of its businesses and the performance of their respective segments, as well as to manage their capital structures. As non-GAAP measures generally do not have a standardized meaning, they may not be comparable to similar measures presented by other issuers. Securities regulators require such measures to be clearly defined and reconciled with their most comparable GAAP measures.
Rather, these are provided as additional information to complement those GAAP measures by providing further understanding of the results of the operations of the Company from management’s perspective. Accordingly, these measures should not be considered in isolation, nor as a substitute for analysis of the Company’s financial information reported under GAAP. Non-GAAP measures used to analyze the performance of the Company’s businesses include “Adjusted EBITDA” and “Adjusted Gross Profit.”
The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performances and may be useful to investors because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. These financial measures are intended to provide investors with supplemental measures of the Company’s operating performances and thus highlight trends in the Company’s core businesses that may not otherwise be apparent when solely relying on the GAAP measures.
Adjusted EBITDA
“Adjusted EBITDA” represents (loss) income from operations, as reported under GAAP, before interest and tax, adjusted to exclude non-core costs, other non-cash items, including depreciation and amortization, and further adjusted to remove non-cash stock-based compensation, impairment expense, the accounting for the incremental costs to acquire cannabis inventory in a business combination, acquisition related costs, and start up costs.
Adjusted Gross Profit
“Adjusted Gross Profit” represents gross profit, as reported, adjusted to exclude the accounting for the incremental costs to acquire cannabis inventory in a business combination, interest, depreciation and amortization and start-up costs.
A reconciliation of how Ayr calculates Adjusted EBITDA and Adjusted Gross Profit is provided in the tables appended below. Additional reconciliations of Adjusted EBITDA, Adjusted Gross Profit and other disclosures concerning non-GAAP measures are provided in our MD&A for the three and twelve months ended December 31, 2022 and 2021.
Forward-Looking Statements
Certain statements in this MD&A are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, those statements relating to the Company and its financial capacity and availability of capital and other statements that are not historical facts. These statements are based upon certain material factors, assumptions, and analyses that were applied in drawing a conclusion or making a forecast or projection, including experience of the Company, as applicable, and perception of historical trends, current conditions, and expected future developments, as well as other factors that are believed to be reasonable in the circumstances. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, and outlook of the Company. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “project”, “expect”, “target”, “continue”, “forecast”, “design”, “goal” or negative versions thereof and other similar expressions.
Forward-looking estimates and assumptions involve known and unknown risks and uncertainties that may cause actual results to differ materially. While Ayr believes there is a reasonable basis for these assumptions, such estimates may not be met. These estimates represent forward-looking information. Actual results may vary and differ materially from the estimates.
Assumptions and Risks
Forward-looking information in this release is subject to the assumptions and risks as described in our MD&A for the year ended December 31, 2022.
Additional Information
For more information about the Company’s Q4 and full year 2022 operations and outlook, please view Ayr’s corporate presentation posted in the Investors section of the Company’s website at www.ayrwellness.com.
About Ayr Wellness Inc.
Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator. Based on the belief that everything starts with the quality of the plant, the Company’s mission is to cultivate the finest quality cannabis at scale and deliver remarkable experiences to its customers every day.
Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they serve. For more information, please visit www.ayrwellness.com.
Company/Media Contact:
Robert Vanisko
VP, Corporate Communications
T: (786) 885-0397
Email: robert.vanisko@ayrwellness.com
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
T: (720) 330-2829
Email: IR@ayrwellness.com
Ayr Wellness Inc.
Unaudited Consolidated Balance Sheets
(Expressed in United States Dollars,in thousands, except share amounts)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 80,640 | $ | 154,342 | ||
| Accounts receivable, net | 8,949 | 7,413 | ||||
| Inventory | 115,053 | 93,363 | ||||
| Prepaid expenses, deposits, and other current assets | 8,885 | 10,949 | ||||
| Total Current Assets | 213,527 | 266,067 | ||||
| Non-current | ||||||
| Property, plant, and equipment, net | 326,918 | 275,222 | ||||
| Intangible assets, net | 938,727 | 978,915 | ||||
| Right-of-use assets - operating, net | 137,368 | 88,721 | ||||
| Right-of-use assets - finance, net | 44,762 | 17,527 | ||||
| Goodwill | 94,108 | 229,910 | ||||
| Deposits and other assets | 8,470 | 3,550 | ||||
| TOTAL ASSETS | $ | 1,763,880 | $ | 1,859,912 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Liabilities | ||||||
| Current | ||||||
| Trade payables | $ | 28,533 | $ | 26,983 | ||
| Accrued liabilities | 26,238 | 32,724 | ||||
| Lease liabilities - operating - current portion | 8,176 | 4,195 | ||||
| Lease liabilities - finance - current portion | 10,049 | 3,185 | ||||
| Contingent consideration - current portion | 63,429 | 39,868 | ||||
| Purchase consideration payable | 2,849 | 812 | ||||
| Income tax payable | 46,006 | 28,915 | ||||
| Debts payable - current portion | 40,523 | 8,112 | ||||
| Accrued interest payable - current portion | 3,191 | 7,542 | ||||
| Total Current Liabilities | 228,994 | 152,336 | ||||
| Non-current | ||||||
| Deferred tax liabilities, net | 68,523 | 70,081 | ||||
| Lease liabilities - operating - non-current portion | 134,715 | 87,767 | ||||
| Lease liabilities - finance - non-current portion | 24,693 | 9,406 | ||||
| Construction finance liabilities | 36,181 | - | ||||
| Contingent consideration - non-current portion | 26,661 | 145,654 | ||||
| Debts payable - non-current portion | 158,820 | 125,746 | ||||
| Senior secured notes, net of debt issuance costs | 244,682 | 245,408 | ||||
| Accrued interest payable - non-current portion | 4,763 | 3,451 | ||||
| Other long term liabilities | 524 | - | ||||
| TOTAL LIABILITIES | 928,556 | 839,849 | ||||
| Commitments and contingencies | ||||||
| Shareholders' equity | ||||||
| Multiple Voting Shares - no par value, unlimited authorized. Issued and outstanding - 3,696,486 shares | - | - | ||||
| Subordinate, Restricted, and Limited Voting Shares - no par value, unlimited authorized. Issued and outstanding - 60,909,492 and 56,337,175 shares, respectively | - | - | ||||
| Exchangeable Shares: no par value, unlimited authorized. Issued and outstanding - 6,044,339 and 7,368,285 shares, respectively | - | - | ||||
| Additional paid-in capital | 1,349,713 | 1,289,827 | ||||
| Treasury stock - 645,300 and 568,300 shares, respectively | (8,987 | ) | (7,828 | ) | ||
| Accumulated other comprehensive income | 3,266 | 3,266 | ||||
| Accumulated deficit | (510,668 | ) | (265,202 | ) | ||
| Equity of Ayr Wellness Inc. | 833,324 | 1,020,063 | ||||
| Noncontrolling interest | 2,000 | - | ||||
| TOTAL SHAREHOLDERS' EQUITY | 835,324 | 1,020,063 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 1,763,880 | $ | 1,859,912 |
Ayr Wellness Inc.
Unaudited Consolidated Statements of Operations
(Expressed in United States Dollars,in thousands, except share amounts)
| Three<br> Months Ended | Year<br> Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br> 2022 | December 31,<br> 2021 | December 31,<br> 2022 | December 31,<br> 2021 | |||||||||
| Revenues, net<br> of discounts | $ | 124,623 | $ | 111,769 | $ | 465,618 | $ | 357,608 | ||||
| Cost of goods sold excluding<br> fair value items | 69,501 | 58,079 | 268,957 | 175,646 | ||||||||
| Incremental<br> costs to acquire cannabis inventory in business combinations | - | 2,453 | 6,216 | 43,864 | ||||||||
| Cost of goods sold | 69,501 | 60,532 | 275,173 | 219,510 | ||||||||
| Gross<br> profit | 55,122 | 51,237 | 190,445 | 138,098 | ||||||||
| Operating expenses | ||||||||||||
| Selling,<br> general, and administrative | 67,188 | 47,524 | 222,092 | 144,444 | ||||||||
| Impairment of goodwill | 148,531 | - | 148,531 | - | ||||||||
| Depreciation<br> and amortization | 14,777 | 13,734 | 56,856 | 40,659 | ||||||||
| Acquisition<br> expense | 852 | 3,837 | 5,991 | 9,002 | ||||||||
| Gain<br> on sale of assets | - | - | (8 | ) | - | |||||||
| Total<br> operating expenses | 231,348 | 65,095 | 433,462 | 194,105 | ||||||||
| Loss<br> from operations | (176,226 | ) | (13,858 | ) | (243,017 | ) | (56,007 | ) | ||||
| Other income (expense),<br> net | ||||||||||||
| Share<br> of loss on equity investments | - | - | - | (32 | ) | |||||||
| Fair value<br> gain on financial liabilities | 29,649 | 52,947 | 63,088 | 83,759 | ||||||||
| Interest<br> expense, net | (8,395 | ) | (5,698 | ) | (30,575 | ) | (16,550 | ) | ||||
| Interest<br> income | 223 | 43 | 275 | 204 | ||||||||
| Other,<br> net | (74 | ) | (20 | ) | 120 | 935 | ||||||
| Total<br> other income, net | 21,403 | 47,272 | 32,908 | 68,316 | ||||||||
| Income<br> (loss) before income taxes and noncontrolling interests | (154,823 | ) | 33,414 | (210,109 | ) | 12,309 | ||||||
| Income taxes | ||||||||||||
| Current<br> tax provision | (13,223 | ) | (15,834 | ) | (46,934 | ) | (45,820 | ) | ||||
| Deferred<br> tax benefit | (570 | ) | 6,206 | 1,558 | 16,559 | |||||||
| Total income taxes | (13,793 | ) | (9,628 | ) | (45,376 | ) | (29,261 | ) | ||||
| Net loss before noncontrolling<br> interest | (168,616 | ) | 23,786 | (255,485 | ) | (16,952 | ) | |||||
| Net<br> loss attributable to noncontrolling interest | (2,210 | ) | - | (10,019 | ) | - | ||||||
| Net<br> loss attributable to Ayr Wellness Inc. | $ | (166,406 | ) | $ | 23,786 | $ | (245,466 | ) | $ | (16,952 | ) | |
| Basic<br> and diluted net loss per share | $ | (2.40 | ) | $ | 0.35 | $ | (3.58 | ) | $ | (0.30 | ) | |
| Weighted average number<br> of shares outstanding (basic and diluted) | 69,357 | 67,352 | 68,635 | 57,329 |
Ayr Wellness Inc.
Unaudited Consolidated Statements of Cash Flows
(Expressed in United States Dollars,in thousands)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||||
| Operating activities | ||||||
| Net loss before noncontrolling interest | $ | (255,485 | ) | $ | (16,952 | ) |
| Adjustments for: | ||||||
| Fair value gain on financial liabilities | (63,088 | ) | (83,759 | ) | ||
| Stock-based compensation | 46,115 | 27,155 | ||||
| Stock-based compensation - related parties | 707 | - | ||||
| Depreciation and amortization | 21,050 | 8,125 | ||||
| Amortization on intangible assets | 71,789 | 50,709 | ||||
| Impairment of goodwill | 148,531 | - | ||||
| Share of loss on equity investments | - | 32 | ||||
| Gain on disposal of equity investments | - | (178 | ) | |||
| (Gain) loss on disposal of property, plant, and equipment | (8 | ) | 50 | |||
| Incremental costs to acquire cannabis inventory in a business combination | 6,216 | 43,864 | ||||
| Deferred tax benefit | (1,558 | ) | (16,559 | ) | ||
| Amortization on financing costs | 2,292 | 1,744 | ||||
| Amortization on financing premium | (3,018 | ) | (402 | ) | ||
| Changes in operating assets and liabilities, net of business combinations: | - | |||||
| Accounts receivable | (989 | ) | (3,916 | ) | ||
| Inventory | (18,235 | ) | (50,956 | ) | ||
| Prepaid expenses, deposits, and other current assets | 1,833 | (2,326 | ) | |||
| Trade payables | (7,087 | ) | (1,430 | ) | ||
| Accrued liabilities | 92 | 7,943 | ||||
| Accrued interest payable | (2,685 | ) | 1,446 | |||
| Lease liabilities - operating | 2,272 | 1,912 | ||||
| Income tax payable | 17,091 | 5,717 | ||||
| Cash used in operating activities | (34,165 | ) | (27,781 | ) | ||
| Investing activities | ||||||
| Purchase of property, plant, and equipment | (62,497 | ) | (91,630 | ) | ||
| Capitalized interest | (14,927 | ) | (8,373 | ) | ||
| Proceeds from the sale of assets, net of transaction costs | 31,433 | - | ||||
| Cash paid for business combinations and asset acquisitions, net of cash acquired | (11,546 | ) | (92,270 | ) | ||
| Cash paid for business combinations and asset acquisitions, bridge financing | - | (22,750 | ) | |||
| Cash paid for business combinations and asset acquisitions, working capital | (2,205 | ) | (4,359 | ) | ||
| Payments for interests in equity accounted investments | - | (82 | ) | |||
| Cash received in disposal of equity investment | - | 1,000 | ||||
| Payments made by related corporation | - | 135 | ||||
| Purchase of intangible asset | (4,000 | ) | - | |||
| Cash received (paid) for bridge financing | 70 | (1,200 | ) | |||
| Deposits for business combinations, net of cash on hand | (2,825 | ) | (100 | ) | ||
| Cash used in investing activities | (66,497 | ) | (219,629 | ) | ||
| Financing activities | ||||||
| Proceeds from exercise of warrants | - | 55,692 | ||||
| Proceeds from exercise of options | 300 | 315 | ||||
| Proceeds from financing transaction, net of financing costs | 27,600 | 148,646 | ||||
| Proceeds from equity offering, net of expenses | - | 118,052 | ||||
| Proceeds from issuance of notes payable, net of financing costs | 51,713 | - | ||||
| Payments of financing costs | - | (2,142 | ) | |||
| Payment for settlement of contingent consideration | (10,000 | ) | - | |||
| Deposits paid for financing lease and note payable | (924 | ) | - | |||
| Tax withholding on stock-based compensation awards | (5,258 | ) | (28,536 | ) | ||
| Repayments of debts payable | (17,924 | ) | (8,749 | ) | ||
| Repayments of lease liabilities - finance (principal portion) | (10,117 | ) | (6,949 | ) | ||
| Repurchase of Equity Shares | (8,430 | ) | (1,815 | ) | ||
| Cash provided by financing activities | 26,960 | 274,514 | ||||
| Net (decrease) increase in cash | (73,702 | ) | 27,104 | |||
| Cash, beginning of the period | 154,342 | 127,238 | ||||
| Cash, end of the period | $ | 80,640 | $ | 154,342 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Interest paid during the period, net | 49,820 | 14,244 | ||||
| Income taxes paid during the period | 30,915 | 41,303 | ||||
| Non-cash investing and financing activities: | ||||||
| Recognition of right-of-use assets for operating leases | 54,396 | 68,578 | ||||
| Recognition of right-of-use assets for finance leases | 32,444 | 18,576 | ||||
| Issuance of promissory note related to business combinations | 16,000 | - | ||||
| Issuance of Equity Shares related to business combinations and asset acquisitions | 6,352 | 576,196 | ||||
| Issuance of Equity Shares related to equity component of debt | - | 7,429 | ||||
| Issuance of Equity Shares related to settlement of contingent consideration | 11,748 | - | ||||
| Issuance of promissory note related to settlement of contingent consideration | 14,934 | - | ||||
| Repurchase of Equity Shares | - | 7,193 | ||||
| Cancellation of Equity Shares | 78 | - | ||||
| Capital expenditure disbursements for cultivation facility | 8,402 | - |
Ayr Wellness Inc.
Unaudited Consolidated Adjusted EBITDA and Gross Profit Reconciliation
(Expressed in United States Dollars, in thousands)
| Three Months Ended | Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||
| Loss from operations (GAAP) | ) | ) | ) | ) | ||||
| Incremental costs to acquire cannabis inventory in a business combination | ||||||||
| Interest (within cost of goods sold “COGS”) | ||||||||
| Depreciation and amortization (from statement of cash flows) | ||||||||
| Acquisition costs | ||||||||
| Stock-based compensation, non-cash | ||||||||
| Impairment of goodwill | ||||||||
| Start-up costs^1^ | ||||||||
| Other^2^ | ||||||||
| Loss (gain) on sale of assets | ) | |||||||
| Adjusted EBITDA (non- GAAP) |
All values are in US Dollars.
Notes:
^1^Includes costs to prepare a location for its intended use, including facilities not yet operating at scale. Start-up costs are expensed as incurred and are not indicative of ongoing operations.
^2^Other non-core costs including non-operating adjustments, severance costs and non-cash inventory write-downs.
| Three Months Ended | Year Ended | |||
|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |
| Gross profit (GAAP) | ||||
| Incremental costs to acquire cannabis inventory in a business combination | ||||
| Interest (within COGS) | ||||
| Depreciation and amortization (within COGS) | ||||
| Start-up costs (within COGS) | ||||
| Other (within COGS) | ||||
| Adjusted Gross Profit (non-GAAP) |
All values are in US Dollars.