6-K
Ayr Wellness Inc. (AYRWF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2022.
Commission File Number: 333-253466
Ayr Wellness Inc.
(Exact Name of Registrant as Specified in Charter)
199 Bay Street, Suite 5300, Toronto, Ontario, M5L 1B9, Canada
(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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 18, 2022 | By: | /s/ Brad Asher |
| Name: | Brad Asher | ||
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| 99.1 | News Release dated March 17, 2022 |
|---|
Exhibit 99.1
AyrWellness Reports Fourth Quarter and Full Year 2021 Results
| · | Q4 2021 Revenue of $111.8 Million, up 16% sequentially |
|---|---|
| · | Q4 2021 Adjusted EBITDA of $26.1 Million, flat sequentially |
| --- | --- |
| · | FY 2021 Revenue and Adjusted EBITDA of $357.6 Million and $98.0 Million, up 131% and 84% Year-over-Year, respectively |
| --- | --- |
| · | US GAAP Operating Loss of $13.8 Million and $56 Million for Q4 and FY 2021, respectively. |
| --- | --- |
MIAMI, March17, 2022 – Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a vertically-integrated cannabis multi-state operator (MSO), is reporting financial results for the three and twelve months ended December 31, 2021. Unless otherwise noted, all results are presented in U.S. dollars.
Jonathan Sandelman, Founder, Chairman and CEO of Ayr, said, “2021 was a transformative year for Ayr, with outsized revenue and Adjusted EBITDA growth, and an expanded operating footprint bringing us from our two original states to seven leading cannabis markets, with an eighth pending acquisition close. We added 62 dispensaries and 8 cultivation facilities, while welcoming more than 1,600 teammates. Following this transformative year for our operating footprint, we are now squarely focused on making 2022 a transformative year for Ayr’s earnings power. The CapEx projects we began in 2021 are expected to begin generating revenue for us throughout 2022, leading to our expected significant second half ramp. While these projects have been delayed, we are proud of the extensive expansion our team has achieved through this global pandemic and supply chain crisis.”
“The talent that we have brought into our team and the culture we are strengthening every day continue to be the hidden assets on our balance sheet. Our teammates are all pulling in the same direction, driven by our collective goals of producing high-quality cannabis at scale, delivering remarkable experiences to our customers every day and being a force for good in our communities.”
Fourth QuarterFinancial Highlights ($ in millions, excl. margin items)
| Q4 2020^1^ | Q3 2021 | Q4 2021 | % Change <br> Q4/Q4 | % Change <br> Q4/Q3 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 47.8 | $ | 96.2 | $ | 111.8 | 133.9 | % | 16.2 | % | |||||
| Adjusted Gross Profit^1^ | $ | 28.7 | $ | 56.6 | $ | 63.3 | 120.6 | % | 11.8 | % | |||||
| Operating Income/(Loss) | $ | 6.7 | $ | (8.9 | ) | $ | (13.9 | ) | NA | NA | |||||
| Adj. EBITDA^1^ | $ | 18.6 | $ | 26.0 | $ | 26.1 | 40.3 | % | 0.4 | % | |||||
| Adj. EBITDA Margin^1^ | 38.9 | % | 27.0 | % | 23.3 | % | -1560 | bps | -370 | bps |
Full Year 2021Financial Highlights ($ in millions, excl. margin items)
| FY 2020^1^ | FY 2021 | % Change <br> Y/Y | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 155.1 | $ | 357.6 | 130.6 | % | |||
| Adjusted Gross Profit^1^ | $ | 91.7 | $ | 207.3 | 126.1 | % | |||
| Adjusted Gross Profit^1^ % | 59.1 | % | 58.0 | % | -110 | bps | |||
| Operating Income/(Loss) | $ | 1.2 | $ | (56.0 | ) | NM | |||
| Adj. EBITDA^1^ | $ | 53.4 | $ | 98.0 | 83.5 | % | |||
| Adj. EBITDA Margin^1^ | 34.4 | % | 27.4 | % | -700 | bps |
^^
^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 reconciliation table appended to this release.
Fourth Quarterand Recent Highlights
| · | Northeast |
|---|---|
| o | In<br> the first quarter, the Company completed construction of its Boylston Street and Watertown<br> adult-use dispensaries in Massachusetts, both of which are awaiting regulatory approval to<br> open, with revenue from these dispensaries expected in the second quarter. |
| --- | --- |
| o | In<br> the first quarter, the Company’s final Massachusetts cultivation expansion began the<br> regulatory approval process, with sales from this cultivation facility expected to begin<br> in the fourth quarter. |
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| o | In<br> the fourth quarter, the Company opened two new Pennsylvania dispensaries in Montgomeryville<br> and Bryn Mawr. |
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| o | Because<br> additional cultivation capacity has come online ahead of expected adult-use demand in Pennsylvania,<br> the Company has decided to defer its cultivation expansion plans in the state to align more<br> closely with the expected timing of adult-use sales. |
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| o | In<br> the first quarter, the Company submitted required documentation to allow for adult-use sales<br> at its three dispensaries in New Jersey and is awaiting regulatory approval for conversion. |
| --- | --- |
| o | In<br> the fourth quarter, the Company completed the construction of its 75,000 sq. ft. cultivation<br> facility in New Jersey, which is awaiting regulatory approval to open. |
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| · | Southwest |
| --- | --- |
| o | In<br> the fourth quarter, the Company completed construction of its 80,000 sq. ft. cultivation<br> facility in Arizona, which is expected to begin generating revenue in the second quarter<br> of 2022. |
| --- | --- |
| o | The<br> Company continued to grow market share in Nevada to roughly 16% as of January 2022, maintaining<br> strong retail sales despite the fact that the overall Nevada market declined according to<br> BDSA. |
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| o | Kynd<br> premium flower has been the top selling flower brand in Nevada for 5 straight months. |
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| · | Florida |
| --- | --- |
| o | In<br> the first quarter, the Company has opened two additional retail stores bringing its total<br> store count to 45. |
| --- | --- |
| o | As<br> of the first quarter, the Company has doubled monthly revenues relative to the same period<br> in the prior year. |
| --- | --- |
| o | Initiatives<br> to refresh and expand genetics and improve plant health have resulted in first quarter to<br> date 2022 yields of approximately 1,200 pounds per harvest, up from approximately 650 pounds<br> per harvest in the first quarter of 2021. |
| --- | --- |
| o | As<br> of the first quarter 2022, the Company’s Gainesville cultivation campus had 68 unique<br> strains under cultivation, approximately half of which are available across Ayr’s Florida<br> stores. |
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| o | The<br> Company recently added 40% more power capacity to its Gainesville cultivation site to further<br> improve cultivation results. |
| --- | --- |
| o | The<br> Company’s hoop houses are in the process of being re-planted with a new strategy better<br> suited to the local weather environment, with the first harvest from the initial 5 acres<br> now expected in the second quarter of 2022. |
| --- | --- |
Recent M&AHighlights
| · | On<br> February 15, 2022, Ayr announced the closing of its acquisition of Cultivauna, LLC, the owner<br> of Levia branded infused seltzers and water-soluble tinctures. |
|---|---|
| · | On<br> February 7, 2022, Ayr announced regulatory approval of its Interim Management Services Agreement<br> with Tahoe Hydroponics Company and related business NV Green, Inc., deepening the Company’s<br> cultivation presence in Nevada and adding strong cultivation talent and an improved genetic<br> bank to the Ayr portfolio. |
| --- | --- |
| · | On<br> November 22, 2021 Ayr entered into a definitive agreement to acquire Gentle Ventures, LLC<br> d/b/a Dispensary 33, in addition to the previously announced agreement to acquire Herbal<br> Remedies Dispensaries, LLC , to establish a retail footprint in the state of Illinois. Both<br> acquisitions are subject to customary closing conditions and regulatory approvals. |
| --- | --- |
| · | On<br> October 4, 2021, Ayr closed its acquisition of PA Natural Medicine, LLC, which added three<br> key dispensary locations in central Pennsylvania to the Company’s footprint, including<br> the college towns of State College and Bloomsburg. |
| --- | --- |
Financing andCapital Structure
| · | On March 16, 2022, the Company entered into a $26.2 million mortgage loan<br>agreement with a community bank with an annual interest rate of 4.625%. |
|---|---|
| · | During the fourth quarter, the Company repurchased approximately 573,000<br>subordinate voting shares as part of its stock repurchase program for a total of over CAD $11 million. |
| --- | --- |
| · | On November 12, 2021, the Company added approximately $147 million of cash<br>to its balance sheet following the sale of Senior Secured Notes at a yield-to-maturity of 9.8%. |
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| · | During the fourth quarter, the Company deployed approximately $123 million<br>of capital expenditures and anticipates an additional $70 million of capital expenditures for 2022. |
| --- | --- |
| · | At<br>December 31, 2021, there were approximately 70.7 million fully diluted shares^i^ outstanding based on a treasury method calculation<br>as of that date. |
| --- | --- |
Outlook:
Given prior construction delays and uncertain regulatory timelines regarding key revenue-generating initiatives, including regulatory approval for adult-use sales and cultivation expansions in both Massachusetts and New Jersey, the Company expects financial results in the first half of 2022 to remain relatively flat, in-line with industry trends, followed by a step-function in growth beginning in Q3 2022 and continuing through Q4 2022.
Assuming the Company receives these regulatory approvals sufficiently early in Q3 2022, the Company anticipates an annualized run-rate of $250 million of Adjusted EBITDA, $100 million of operating income and $800 million of revenue for Q4 2022.
The Company’s expectations for future results are based on the assumptions and risks detailed in its MD&A for the period ending December 31, 2021 as filed on SEDAR.
^i^ Excludes Ayr granted but unvested LTIP shares totaling 8.1 million.
Conference Call
Ayr CEO Jonathan Sandelman, Co-COO Jennifer Drake, and CFO Brad Asher will host the conference call, followed by a question and answer period.
Conference Call Date: Thursday, March 17, 2022
Time: 8:30 a.m. Eastern time
Toll-free dial-in number: (800) 319-4610
International dial-in number: (604) 638-5340
Please call the conference telephone number 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 AYR@elevate-ir.com.
The conference call 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 17, 2022.
Toll-free replay number: (855) 669-9658
International replay number: (412) 317-0088
Replay ID: 8414
Financial Statements
Certain financial information reported in this news release is extracted from Ayr’s Consolidated Financial Statements for the year ended December 31, 2021 and 2020. Ayr files its financial statements 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 andReconciliation of Non-GAAP Measures
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 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, 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, Adjust Gross Profit and other disclosures concerning non-GAAP measures are provided in our MD&A for the three and twelve months ended December 31, 2021.
Forward-LookingStatements
Certain information contained in this news release may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”, “foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements pertaining to, among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained in a timely manner or at all; inflationary pressures may increase input costs; supply chain issues may hamper production and distribution; acquisitions may not be able to be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. In particular, there can be no assurance that we will complete the pending acquisitions in or enter into agreements with respect to other acquisitions.
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.
Assumptionsand Risks
Forward-looking information in this release is subject to the assumptions and risks as described in our MD&A for December 30, 2021.
Additional Information
For more information about the Company’s 2021 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 WellnessInc.
Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator, focused on delivering the highest quality cannabis products and customer experience throughout its footprint. Based on the belief that everything starts with the quality of the plant, the Company is focused on superior cultivation to grow superior branded cannabis products. Ayr strives to enrich consumers’ experience every day through the wellness and wonder of cannabis.
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 touch. For more information, please visit www.ayrwellness.com.
Company Contact:
Robert Vanisko
VP, Corporate Communications
Email: robert.vanisko@ayrwellness.com
Investor RelationsContact:
Sean Mansouri, CFA
Elevate IR
T: (720) 330-2829
Email: IR@ayrwellness.com
Ayr WellnessInc. (formerly Ayr Strategies Inc.)
Unaudited ConsolidatedBalance Sheets
(Expressed inUnited States Dollars, Except Number of Shares)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 154,342,201 | $ | 127,238,165 | ||
| Accounts receivable, net | 7,412,906 | 3,464,401 | ||||
| Due from related parties | - | 135,000 | ||||
| Inventory, net | 93,362,985 | 22,919,605 | ||||
| Prepaid expenses, deposits, & other current assets | 10,949,349 | 5,270,381 | ||||
| $ | 266,067,441 | $ | 159,027,552 | |||
| Non-current | ||||||
| Property, plant, & equipment, net | 275,222,166 | 69,104,080 | ||||
| Intangible assets, net | 978,915,457 | 252,357,677 | ||||
| Right-of-use assets - operating | 88,720,082 | 22,546,256 | ||||
| Right-of-use assets - finance, net | 17,527,126 | 877,310 | ||||
| Goodwill | 229,909,562 | 57,963,360 | ||||
| Equity investments | - | 503,509 | ||||
| Deposits & other assets | 3,550,039 | 2,540,674 | ||||
| Total assets | $ | 1,859,911,873 | $ | 564,920,418 | ||
| LIABILITIES & SHAREHOLDERS' EQUITY | ||||||
| Liabilities | ||||||
| Current | ||||||
| Trade payables | $ | 26,983,181 | $ | 8,899,786 | ||
| Accrued liabilities | 32,723,734 | 8,706,813 | ||||
| Lease liabilities - operating - current portion | 4,195,672 | 740,864 | ||||
| Lease liabilities - finance - current portion | 3,185,460 | 125,440 | ||||
| Contingent consideration - current portion | 39,868,080 | - | ||||
| Purchase consideration payable | 811,586 | 9,053,057 | ||||
| Income tax payable | 28,914,949 | 21,379,351 | ||||
| Debts payable - current portion | 8,111,723 | 8,644,633 | ||||
| Accrued interest payable - current portion | 7,541,634 | - | ||||
| $ | 152,336,019 | $ | 57,549,944 | |||
| Non-current | ||||||
| Deferred tax liabilities | 70,081,319 | 14,677,991 | ||||
| Lease liabilities - operating - non-current portion | 87,767,033 | 23,474,726 | ||||
| Lease liabilities - finance - non-current portion | 9,406,202 | 446,585 | ||||
| Contingent consideration - non-current portion | 145,653,870 | 22,961,411 | ||||
| Debts payable - non-current portion | 125,745,888 | 53,587,948 | ||||
| Senior secured notes, net of debt issuance costs - non-current portion | 245,407,822 | 103,652,963 | ||||
| Accrued interest payable - non-current portion | 3,451,016 | 3,301,155 | ||||
| Total liabilities | $ | 839,849,169 | $ | 279,652,723 | ||
| Commitments and contingencies | ||||||
| Shareholders' equity | ||||||
| Multiple Voting Shares: no par value, unlimited authorized. <br> Issued & outstanding - 3,696,486 shares | - | - | ||||
| Subordinate, Restricted, & Limited Voting Shares: no par value, unlimited authorized. <br> Issued & outstanding - 56,337,175 & 28,873,641 shares, respectively | - | - | ||||
| Exchangeable Shares: no par value, unlimited authorized. <br> Issued & outstanding - 7,368,285 & 2,127,543 shares, respectively | - | - | ||||
| Additional paid-in capital | 1,289,827,092 | 530,808,494 | ||||
| Treasury stock - 568,300 & 63,800 shares, respectively | (7,828,037 | ) | (556,899 | ) | ||
| Accumulated other comprehensive income | 3,265,610 | 3,265,610 | ||||
| Deficit | (265,201,961 | ) | (248,249,510 | ) | ||
| Total shareholders' equity | $ | 1,020,062,704 | $ | 285,267,695 | ||
| Total liabilities & shareholders' equity | $ | 1,859,911,873 | $ | 564,920,418 |
Ayr WellnessInc. (formerly Ayr Strategies Inc.)
Unaudited ConsolidatedStatements of Operations
(Expressed inUnited States Dollars, Except Number of Shares)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||
| Revenues, net of discounts | $ | 111,769,021 | $ | 47,764,775 | $ | 357,608,311 | $ | 155,114,454 | ||||
| Cost of goods sold excluding fair value items | 58,079,456 | 20,236,777 | 175,646,346 | 66,355,014 | ||||||||
| Incremental costs to acquire cannabis inventory in a business combination | 2,452,956 | - | 43,863,688 | - | ||||||||
| Cost of goods sold | $ | 60,532,412 | $ | 20,236,777 | $ | 219,510,034 | $ | 66,355,014 | ||||
| Gross profit | $ | 51,236,609 | $ | 27,527,998 | $ | 138,098,277 | $ | 88,759,440 | ||||
| Operating expenses | ||||||||||||
| General and administrative | 44,257,487 | 15,037,287 | 136,744,916 | 69,583,293 | ||||||||
| Sales and marketing | 3,266,551 | 563,687 | 7,699,986 | 2,150,536 | ||||||||
| Depreciation and amortization | 729,013 | 299,602 | 1,997,185 | 829,745 | ||||||||
| Amortization on intangible assets | 13,004,905 | 3,028,715 | 38,661,734 | 12,024,715 | ||||||||
| Acquisition expense | 3,837,321 | 1,890,427 | 9,001,683 | 2,945,194 | ||||||||
| Total operating expenses | $ | 65,095,277 | $ | 20,819,718 | $ | 194,105,504 | $ | 87,533,483 | ||||
| (Loss) Income from operations | $ | (13,858,668 | ) | $ | 6,708,280 | $ | (56,007,227 | ) | $ | 1,225,957 | ||
| Other income (expense) | ||||||||||||
| Share of loss on equity investments | - | (2,208 | ) | (31,670 | ) | (33,591 | ) | |||||
| Foreign exchange | (1,530 | ) | 1,256 | (62,714 | ) | (7,783 | ) | |||||
| Fair value gain (loss) on financial liabilities | 52,947,305 | 782,846 | 83,759,057 | (529,555 | ) | |||||||
| Interest expense, net | (5,697,665 | ) | (1,618,557 | ) | (16,549,836 | ) | (3,203,097 | ) | ||||
| Interest income | 42,971 | 5,624 | 203,587 | 10,112 | ||||||||
| Other, net | (18,460 | ) | - | 997,263 | 19,971 | |||||||
| Total other income (expense) | $ | 47,272,621 | $ | (831,039 | ) | $ | 68,315,687 | $ | (3,743,943 | ) | ||
| Income (Loss) before taxes | $ | 33,413,953 | $ | 5,877,241 | $ | 12,308,460 | $ | (2,517,986 | ) | |||
| Income Taxes | ||||||||||||
| Current tax provision | (15,834,205 | ) | (6,780,890 | ) | (45,820,250 | ) | (21,770,590 | ) | ||||
| Deferred tax benefit (provision) | 6,206,452 | (48,194 | ) | 16,559,339 | (316,873 | ) | ||||||
| Total income taxes | $ | (9,627,753 | ) | $ | (6,829,084 | ) | $ | (29,260,911 | ) | $ | (22,087,463 | ) |
| Net income (loss) | $ | 23,786,200 | $ | (951,843 | ) | $ | (16,952,451 | ) | $ | (24,605,449 | ) | |
| Basic and diluted earnings (loss) per share | $ | 0.35 | $ | (0.03 | ) | $ | (0.30 | ) | $ | (0.88 | ) | |
| Weighted average number of shares outstanding (basic and diluted) | 67,352,419 | 29,814,594 | 57,329,350 | 27,892,441 |
Ayr WellnessInc. (formerly Ayr Strategies Inc.)
Unaudited ConsolidatedStatements of Cash Flows
(Expressed inUnited States Dollars, Except Number of Shares)
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||||
| Operating activities | ||||||
| Net loss | $ | (16,952,451 | ) | $ | (24,605,449 | ) |
| Adjustments for: | ||||||
| Net fair value (gain) loss on financial liabilities | (83,759,057 | ) | 529,555 | |||
| Stock-based compensation | 27,155,214 | 31,156,759 | ||||
| Depreciation and amortization | 8,125,151 | 2,812,028 | ||||
| Amortization on intangible assets | 50,708,958 | 13,716,502 | ||||
| Share of loss on equity investments | 31,670 | 33,591 | ||||
| Gain on disposal of equity investments | (177,926 | ) | - | |||
| Incremental costs to acquire cannabis inventory in a business combination | 43,863,688 | - | ||||
| Loss on disposal of property, plant, and equipment | 50,483 | - | ||||
| Deferred tax (benefit) expense | (16,559,339 | ) | 316,873 | |||
| Amortization on financing costs | 1,744,520 | 90,858 | ||||
| Amortization on financing premium | (402,376 | ) | - | |||
| Changes in operating assets and liabilities, net of business acquisition: | ||||||
| Accounts receivable | (3,916,018 | ) | (843,162 | ) | ||
| Inventory | (50,956,053 | ) | (8,876,748 | ) | ||
| Prepaid expenses and other current assets | (2,325,897 | ) | (2,529,211 | ) | ||
| Trade payables | (1,429,713 | ) | 1,616,253 | |||
| Accrued liabilities | 7,942,658 | 3,274,488 | ||||
| Interest accrued | 1,446,358 | 2,214,061 | ||||
| Lease liabilities - operating | 1,911,974 | 200,913 | ||||
| Income tax payable | 5,717,078 | 16,176,408 | ||||
| Cash (used in) provided by operating activities | (27,781,078 | ) | 35,283,719 | |||
| Investing activities | ||||||
| Purchase of property, plant, and equipment | (100,002,729 | ) | (14,367,690 | ) | ||
| Purchases of intangible assets | - | (400,000 | ) | |||
| Cash paid for business combinations and asset acquisitions, net of cash acquired | (92,270,242 | ) | (35,174,880 | ) | ||
| Cash paid for business combinations and asset acquisitions, bridge financing | (22,750,176 | ) | (8,040,804 | ) | ||
| Cash paid for business combinations and asset acquisitions, working capital | (4,359,040 | ) | (2,354,375 | ) | ||
| Payments for interests in equity accounted investments | (81,609 | ) | (109,700 | ) | ||
| Cash received in disposal of equity investment | 1,000,000 | - | ||||
| Payments made by (advances to) related corporation | 135,000 | (50,000 | ) | |||
| Cash paid for bridge financing | (1,200,000 | ) | - | |||
| Deposits for business combinations | (100,000 | ) | (1,750,000 | ) | ||
| Cash used in investing activities | (219,628,796 | ) | (62,247,449 | ) | ||
| Financing activities | ||||||
| Proceeds from exercise of Warrants | 55,691,685 | 48,489,148 | ||||
| Proceeds from exercise of options | 314,915 | - | ||||
| Proceeds from equity offering, net of expenses | 118,052,400 | - | ||||
| Proceeds from senior secured notes, net of financing costs | 148,647,037 | 103,571,105 | ||||
| Payments of financing costs | (2,142,242 | ) | - | |||
| Tax withholding on stock-based compensation awards | (28,536,340 | ) | - | |||
| Repayments of debts payable | (8,749,327 | ) | (5,615,225 | ) | ||
| Repayments of lease liabilities - finance (principal portion) | (6,948,895 | ) | (334,899 | ) | ||
| Repurchase of Subordinate Shares | (1,815,323 | ) | (311,430 | ) | ||
| Cash provided by financing activities | 274,513,910 | 145,798,699 | ||||
| Net increase in cash | 27,104,036 | 118,834,969 | ||||
| Cash, beginning of the period | 127,238,165 | 8,403,196 | ||||
| Cash, end of the period | 154,342,201 | 127,238,165 | ||||
| Supplemental disclosure of cash flow information: | ||||||
| Interest paid during the period | 14,243,886 | 1,102,193 | ||||
| Income taxes paid during the period | 41,303,039 | 5,594,182 | ||||
| Non-cash investing and financing activities: | ||||||
| Recognition of right-of-use assets for operating leases | 68,577,580 | 12,295,919 | ||||
| Recognition of right-of-use assets for finance leases | 18,576,445 | 906,924 | ||||
| Issuance of Subordinate Shares related to business combinations, asset acquisitions, and make-whole provision | 576,195,758 | 30,825,012 | ||||
| Issuance of Subordinate Shares related to equity component of debt | 7,429,389 | - | ||||
| Repurchase of Subordinate Shares | 7,193,155 | - |
Ayr WellnessInc. (formerly Ayr Strategies Inc.)
Unaudited ConsolidatedAdjusted EBITDA Reconciliation
(Expressed inUnited States Dollars)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||
| (Loss) income from operations (GAAP) | $ | (13,858,668 | ) | $ | 6,708,280 | $ | (56,007,227 | ) | $ | 1,225,957 |
| Non-cash items accounting for inventory | ||||||||||
| Incremental costs to acquire cannabis inventory in business combination | 2,452,956 | - | 43,863,688 | - | ||||||
| Interest (within cost of goods sold "COGS") | 486,228 | 119,092 | 1,407,507 | 475,447 | ||||||
| Depreciation and amortization (from statement of cash flows) | 21,009,444 | 4,496,380 | 58,834,109 | 16,528,530 | ||||||
| Acquisition costs | 3,837,321 | 1,890,427 | 9,001,683 | 2,945,194 | ||||||
| Stock-based compensation, non-cash | 6,766,808 | 5,207,203 | 27,155,214 | 31,156,759 | ||||||
| Start-up costs^1^ | 3,593,796 | - | 10,030,921 | - | ||||||
| Other^2^ | 1,847,817 | 182,343 | 3,688,329 | 1,089,912 | ||||||
| 37,541,414 | 11,895,445 | 110,117,763 | 52,195,842 | |||||||
| Adjusted EBITDA (non-GAAP) | 26,135,702 | 18,603,725 | 97,974,224 | 53,421,799 | ||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2021 | 2020 | 2021 | 2020 | |||||||
| Gross Profit (GAAP) | $ | 51,236,609 | $ | 27,527,998 | $ | 138,098,277 | $ | 88,759,440 | ||
| Incremental costs to acquire cannabis inventory in business combination | 2,452,956 | - | 43,863,688 | - | ||||||
| Interest (within COGS) | 486,228 | 119,092 | 1,407,507 | 475,447 | ||||||
| Depreciation and amortization (within COGS) | 7,275,526 | 1,034,387 | 18,175,191 | 2,506,007 | ||||||
| Start-up costs (within COGS) | 1,875,209 | - | 5,708,910 | - | ||||||
| 12,089,919 | 1,153,479 | 69,155,296 | 2,981,454 | |||||||
| Adjusted Gross Profit (non-GAAP) | 63,326,528 | 28,681,477 | 207,253,573 | 91,740,894 |
^1^ These are set-up costs to prepare a location for its intended use. Start-up costs are expensed as incurred and are not indicative of ongoing operations
^2^ Other non-operating adjustments associated with non-core costs