8-K
MARIMED INC. (MRMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2023
MARIMED INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-54433 | 27-4672745 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
10 Oceana Way
Norwood, MA 02062
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (781) 277-0007
| (Former Name or Former Address, if Changed Since Last Report) |
|---|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Not Applicable. | Not Applicable. | Not Applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On May 8, 2023, MariMed Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three-month period ended March 31, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release, datedMay 8, 2023, announcing financial results for the three-month periodendedMarch 31, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
**********
SIGNATURES
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 hereunto duly authorized.
| MARIMED INC. | ||
|---|---|---|
| Dated: May 8, 2023 | ||
| By: | /s/ Susan M. Villare | |
| Susan M. Villare, Chief Financial Officer |
Document
Exhibit 99.1
MariMed Reports First Quarter 2023 Earnings
NORWOOD, MA, May 8, 2023 - MariMed Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the first quarter ended March 31, 2023.
“I am pleased to report another solid quarter,” said Jon Levine, Chief Executive Officer. “We reported our 13th consecutive quarter of positive adjusted EBITDA, and we expect to generate our fourth consecutive year of positive operating cash flow. MariMed is one of the only companies in the cannabis industry to report positive cash flows and positive EBITDA over this extended period of time.”
Financial Highlights1
The following table summarizes the Company's consolidated financial highlights (in millions, except percentage amounts):
| Three months ended <br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenue | $ | 34.4 | $ | 31.3 | ||
| GAAP Gross margin | 45 | % | 54 | % | ||
| Non-GAAP Gross margin | 46 | % | 54 | % | ||
| GAAP Net (loss) income | $ | (0.7) | $ | 4.2 | ||
| Non-GAAP Net income | $ | 0.3 | $ | 6.9 | ||
| Non-GAAP Adjusted EBITDA | $ | 7.1 | $ | 10.4 | ||
| Non-GAAP Adjusted EBITDA margin | 21 | % | 33 | % |
1 See the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” below and in the financials information included herewith.
CONFERENCE CALL
MariMed management will host a conference call on Tuesday, May 9, 2023, to discuss these results at 8:00 a.m. Eastern time. The conference call may be accessed through MariMed’s Investor Relations website, or by clicking the following link: https://app.webinar.net/oXWd5Zn5r68.
FIRST QUARTER 2023 OPERATIONAL HIGHLIGHTS
During the first quarter, the Company announced the following developments in the implementation of its strategic growth plan:
•January 24: Closed a $35 million senior secured credit facility with a $30 million draw down at close and the ability to draw up to an additional $5 million through June 2023. The facility has a three-year maturity and bears interest at a rate of prime plus 5.75%. Funds are expected to be used for capital expenditures, other corporate expenses, and acquisitions.
•March 13: Closed the acquisition of the operating assets of Ermont, Inc., pursuant to which the Company obtained a vertical cannabis operation in Quincy, MA and rebranded the retail operation to Panacea Wellness Dispensary. MariMed intends to expand the dispensary to accommodate adult use sales, which the company has applied for with the State Cannabis Commission.
OTHER BUSINESS DEVELOPMENTS
Subsequent to the end of the first quarter, the Company announced the following business developments:
•April 4: The Maryland Medical Cannabis Commission issued approval to once again manufacture and sell high-dose edibles. The Company plans to add 40mg products across its entire edibles portfolio including Betty’s Eddies and Bubby's Baked.
•April 25: Opened an adult-use Panacea Wellness Dispensary in Beverly, Massachusetts, marking the Company’s third operational dispensary in the state, and the tenth dispensary it owns or manages. The Company plans to obtain a license for medical sales at this location.
“Our financial results for the first quarter were very strong and we are maintaining our positive outlook and guidance for 2023,” said Susan Villare, Chief Financial Officer. “We continue to execute on our plan to improve efficiencies and we were pleased to report a sequential improvement in our non-GAAP gross margins of 100 basis point and a 58% increase in our adjusted EBITDA. Our balance sheet remains conservatively leveraged and our ability to generate positive cash flows from operations remains a core strength of the Company.”
2023 FINANCIAL GUIDANCE
MariMed remains committed to its proven strategic growth plan and continues to operate some of the best facilities in the cannabis industry. The Company's guidance for full year 2023 is unchanged:
•Revenue of at least $150 million;
•Gross margin in line with full year 2022, which was about 48%;
•Non-GAAP Adjusted EBITDA of at least $35 million;
•Capital expenditures of $30 million.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES
MariMed’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, and making operating decisions, planning and forecasting future periods. The Company has provided in this release several non-GAAP financial measures: Non-GAAP Gross margin, Non-GAAP Net income (loss), Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP EBITDA margin and non-GAAP Adjusted EBITDA
margin, as supplements to Revenue, Gross margin, Net income (loss) and other financial measures prepared in accordance with GAAP.
Management believes these non-GAAP financial measures are useful in reviewing and assessing the performance of the Company, and when planning and forecasting future periods, as they provide meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses these non-GAAP financial measures to understand and compare operating results across accounting periods and for financial and operational decision-making. The presentation of these non-GAAP measures is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
Management believes that investors and analysts benefit from considering non-GAAP financial measures in assessing the Company’s financial results and its ongoing business, as it allows for meaningful comparisons and analysis of trends in the business. In particular, non-GAAP adjusted EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies.
As there are no standardized methods of calculating non-GAAP financial measures, the Company’s calculations may differ from those used by analysts, investors and other companies, even those within the cannabis industry, and therefore may not be directly comparable to similarly titled measures used by others.
Management defines non-GAAP Adjusted EBITDA as net income, determined in accordance with GAAP, excluding the following items:
•interest income and interest expense;
•income taxes;
•depreciation of fixed assets;
•amortization of acquired intangible assets;
•Impairment or write-downs of intangible assets;
•stock-based compensation;
•legal settlements;
•acquisition-related and other;
•other income and other expense;
•and discontinued operations.
For further information, please refer to the publicly available financial filings available on MariMed's Investor Relations website, as filed with the U.S. Securities and Exchange Commission, or as filed with the Canadian securities regulatory authorities on the SEDAR website.
ABOUT MARIMED
MariMed Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s Eddies, Nature’s Heritage, InHouse, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations: High + Energy. For additional information, visit www.marimedinc.com.
IMPORTANT CAUTION REGARDING FORWARD-LOOKING STATEMENTS:
The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding projected financial results for 2023, including management’s belief that it will have its fourth consecutive year of positive operating cash flow, anticipated openings of dispensaries and facilities, timing of regulatory approvals, plans and objectives of management for future operations, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on our current beliefs and assumptions regarding our business, timing of regulatory approvals, the ability to obtain new licenses, business prospects and strategic growth plan, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties, and other important factors, including, among others, reductions in customer spending, our ability to recruit and retain key personnel, and disruptions from the integration efforts of acquired companies.
These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results of operations. These statements are not a guarantee of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional information regarding these and other factors can be found in our reports filed with the U.S. Securities and Exchange Commission. In providing these forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.
All trademarks and service marks are the property of their respective owners.
For More Information Contact:
Investor Relations:
Steve West, Vice President, Investor Relations
Email: ir@marimedinc.com
Phone: (781) 277-0007
Company Contact:
Howard Schacter, Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007
Media Contact:
Grasslands
Email: marimed@mygrasslands.com
#
MariMed Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
| March 31,<br>2023 | December 31,<br>2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 21,595 | $ | 9,737 |
| Accounts receivable, net | 4,334 | 4,157 | ||
| Deferred rents receivable | 686 | 704 | ||
| Notes receivable, current portion | 2,639 | 2,637 | ||
| Inventory | 22,723 | 19,477 | ||
| Investments, current | 104 | 123 | ||
| Due from related parties | 49 | 29 | ||
| Other current assets | 7,244 | 7,282 | ||
| Total current assets | 59,374 | 44,146 | ||
| Property and equipment, net | 73,714 | 71,641 | ||
| Intangible assets, net | 19,480 | 14,201 | ||
| Goodwill | 12,004 | 8,079 | ||
| Notes receivable, net of current | 7,523 | 7,467 | ||
| Operating lease right-of-use assets | 10,122 | 4,931 | ||
| Finance lease right-of-use assets | 871 | 713 | ||
| Other assets | 1,303 | 1,024 | ||
| Total assets | $ | 184,391 | $ | 152,202 |
| Liabilities, mezzanine equity and stockholders’ equity | ||||
| Current liabilities: | ||||
| Term loan | $ | 3,300 | $ | — |
| Mortgages and notes payable, current portion | 2,773 | 3,774 | ||
| Accounts payable | 4,665 | 6,626 | ||
| Accrued expenses and other | 2,968 | 3,091 | ||
| Income taxes payable | 8,683 | 11,489 | ||
| Operating lease liabilities, current portion | 1,798 | 1,273 | ||
| Finance lease liabilities, current portion | 322 | 237 | ||
| Total current liabilities | 24,509 | 26,490 | ||
| Term loan, net of current | 20,803 | — | ||
| Mortgages and notes payable, net of current | 26,610 | 25,943 | ||
| Operating lease liabilities, net of current | 8,837 | 4,173 | ||
| Finance lease liabilities, net of current | 538 | 461 | ||
| Other liabilities | 100 | 100 | ||
| Total liabilities | 81,397 | 57,167 | ||
| Commitments and contingencies | ||||
| Mezzanine equity: | ||||
| Series B convertible preferred stock | 14,725 | 14,725 | ||
| Series C convertible preferred stock | 23,000 | 23,000 | ||
| Total mezzanine equity | 37,725 | 37,725 | ||
| Stockholders’ equity | ||||
| Common stock | 348 | 341 | ||
| Common stock subscribed but not issued | 2 | 39 | ||
| Additional paid-in capital | 151,052 | 142,365 | ||
| Accumulated deficit | (84,569) | (83,924) | ||
| Noncontrolling interests | (1,564) | (1,511) | ||
| Total stockholders’ equity | 65,269 | 57,310 | ||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | 184,391 | $ | 152,202 |
MariMed Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)
| Three months ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31, | |||||||
| 2023 | 2022 | ||||||
| Revenue | $ | 34,380 | $ | 31,282 | |||
| Cost of revenue | 18,992 | 14,306 | |||||
| Gross profit | 15,388 | 16,976 | |||||
| Gross margin | 44.8 | % | 54.3 | % | |||
| Operating expenses: | |||||||
| Personnel | 4,656 | 3,042 | |||||
| Marketing and promotion | 1,146 | 643 | |||||
| General and administrative | 4,305 | 6,228 | |||||
| Acquisition-related and other | 190 | — | |||||
| Bad debt | (44) | 14 | |||||
| Total operating expenses | 10,253 | 9,927 | |||||
| Income from operations | 5,135 | 7,049 | |||||
| Interest and other (expense) income: | |||||||
| Interest expense | (2,505) | (313) | |||||
| Interest income | 99 | 163 | |||||
| Other (expense) income, net | (900) | 1,002 | |||||
| Total interest and other (expense) income | (3,306) | 852 | |||||
| Income before income taxes | 1,829 | 7,901 | |||||
| Provision for income taxes | 2,493 | 3,660 | |||||
| Net (loss) income | (664) | 4,241 | |||||
| Less: Net (loss) income attributable to noncontrolling interests | (19) | 53 | |||||
| Net (loss) income attributable to common stockholders | $ | (645) | $ | 4,188 | |||
| Net (loss) earnings per share attributable to common stockholders: | |||||||
| Basic | $ | (0.00) | $ | 0.01 | |||
| Diluted | $ | (0.00) | $ | 0.01 | |||
| Weighted average common shares outstanding: | |||||||
| Basic | 342,794 | 334,763 | |||||
| Diluted | 342,794 | 378,890 |
MariMed Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | ||||
| 2023 | 2022 | |||
| Cash flows from operating activities: | ||||
| Net (loss) income attributable to common stockholders | $ | (645) | $ | 4,188 |
| Net (loss) income attributable to noncontrolling interests | (19) | 53 | ||
| Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: | ||||
| Depreciation and amortization of property and equipment | 986 | 702 | ||
| Amortization of intangible assets | 557 | 140 | ||
| Stock-based compensation | 208 | 2,471 | ||
| Amortization of original issue discount | 55 | — | ||
| Amortization of debt discount | 328 | — | ||
| Payment-in-kind interest | 118 | — | ||
| Present value adjustment of notes payable | 719 | — | ||
| Bad debt (income) expense | (44) | 14 | ||
| Obligations settled with common stock | 1 | 274 | ||
| Write-off of disposed assets | 906 | — | ||
| Gain on finance lease adjustment | (13) | — | ||
| Loss (gain) on changes in fair value of investments | 20 | (48) | ||
| Other investment income | — | (954) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | (132) | (1,810) | ||
| Deferred rents receivable | 18 | 92 | ||
| Inventory | (3,246) | (2,470) | ||
| Other current assets | 639 | (739) | ||
| Other assets | 19 | — | ||
| Accounts payable | (1,961) | 3,212 | ||
| Accrued expenses and other | (207) | (227) | ||
| Income taxes payable | (2,806) | 3,592 | ||
| Net cash (used in) provided by operating activities | (4,499) | 8,490 | ||
| Cash flows from investing activities: | ||||
| Purchases of property and equipment | (3,052) | (4,015) | ||
| Business acquisitions, net of cash acquired | (2,995) | — | ||
| Advances toward future business acquisitions | (300) | (100) | ||
| Purchases of cannabis licenses | (601) | (305) | ||
| Proceeds from notes receivable | 43 | 43 | ||
| Due from related party | (20) | — | ||
| Net cash used in investing activities | (6,925) | (4,377) | ||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of term loan | 29,100 | — | ||
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| March 31, | ||||
| 2023 | 2022 | |||
| Principal payments of mortgages and promissory notes | (212) | (176) | ||
| Repayment of promissory notes | (5,503) | — | ||
| Proceeds from exercise of stock options | — | 3 | ||
| Principal payments of finance leases | (69) | (55) | ||
| Distributions | (34) | (101) | ||
| Net cash provided by (used in) financing activities | 23,282 | (329) | ||
| Net increase in cash and cash equivalents | 11,858 | 3,784 | ||
| Cash and equivalents, beginning of year | 9,737 | 29,683 | ||
| Cash and cash equivalents, end of period | $ | 21,595 | $ | 33,467 |
MariMed Inc.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except percentages)
(unaudited)
| Three months ended | |||||||
|---|---|---|---|---|---|---|---|
| March 31,<br>2023 | |||||||
| 2023 | 2022 | ||||||
| Non-GAAP Adjusted EBITDA | |||||||
| GAAP Income from operations | $ | 5,135 | $ | 7,049 | |||
| Depreciation and amortization of property and equipment | 986 | 702 | |||||
| Amortization of acquired intangible assets | 557 | 140 | |||||
| Stock-based compensation | 208 | 2,471 | |||||
| Acquisition-related and other | 190 | — | |||||
| Adjusted EBITDA | $ | 7,076 | $ | 10,362 | |||
| Non-GAAP Adjusted EBITDA Margin (Non-GAAP adjusted EBITDA as a percentage of revenue) | |||||||
| GAAP Income (loss) from operations | 14.9 | % | 22.5 | % | |||
| Depreciation and amortization of property and equipment | 2.9 | % | 2.2 | % | |||
| Amortization of acquired intangible assets | 1.6 | % | 0.4 | % | |||
| Stock-based compensation | 0.6 | % | 8.0 | % | |||
| Acquisition-related and other | 0.6 | % | — | % | |||
| Adjusted EBITDA margin | 20.6 | % | 33.1 | % | |||
| GAAP Gross margin | 44.8 | % | 54.3 | % | |||
| --- | --- | --- | --- | --- | |||
| Amortization of acquired intangible assets | 0.8 | % | — | % | |||
| Non-GAAP Gross margin | 45.6 | % | 54.3 | % | |||
| GAAP Net income (loss) | $ | (664) | $ | 4,241 | |||
| --- | --- | --- | --- | --- | |||
| Stock-based compensation | 208 | 2,471 | |||||
| Amortization of acquired intangible assets | 557 | 140 | |||||
| Acquisition-related and other | 190 | — | |||||
| Non-GAAP Net income | $ | 291 | $ | 6,852 |
MariMed Inc.
Supplemental Information
Revenue Components
(in thousands)
(unaudited)
| Three months ended | |||||
|---|---|---|---|---|---|
| March 31, | |||||
| 2023 | 2022 | ||||
| Product revenue: | |||||
| Product revenue - retail | 23,183 | 21,441 | |||
| Product revenue - wholesale | 10,376 | 6,062 | |||
| Total product revenue | 33,559 | 27,503 | |||
| Other revenue | 821 | 3,779 | |||
| Total revenue | $ | 34,380 | $ | 31,282 |