Advertisement
Canada markets close in 3 hours 38 minutes
  • S&P/TSX

    21,505.60
    -133.50 (-0.62%)
     
  • S&P 500

    5,446.57
    +14.97 (+0.28%)
     
  • DOW

    38,611.97
    +22.81 (+0.06%)
     
  • CAD/USD

    0.7274
    -0.0010 (-0.13%)
     
  • CRUDE OIL

    79.46
    +1.01 (+1.29%)
     
  • Bitcoin CAD

    89,641.26
    -1,870.21 (-2.04%)
     
  • CMC Crypto 200

    1,371.21
    -16.95 (-1.22%)
     
  • GOLD FUTURES

    2,328.40
    -20.70 (-0.88%)
     
  • RUSSELL 2000

    1,998.49
    -7.67 (-0.38%)
     
  • 10-Yr Bond

    4.2830
    +0.0700 (+1.66%)
     
  • NASDAQ

    17,733.22
    +44.34 (+0.25%)
     
  • VOLATILITY

    12.78
    +0.12 (+0.95%)
     
  • FTSE

    8,142.15
    -4.71 (-0.06%)
     
  • NIKKEI 225

    38,102.44
    -712.12 (-1.83%)
     
  • CAD/EUR

    0.6781
    -0.0017 (-0.25%)
     

AYR Wellness Reports Second Quarter 2023 Results

Ayr Wellness Inc.
Ayr Wellness Inc.

Revenue up 18% Y/Y to $116.7 Million, Excluding Discontinued Operations

Company Delivers Record Adjusted EBITDA1 of $29.4 Million, up 78% Y/Y, 12% Sequentially, with Adjusted EBITDA Margin of 25%

GAAP Loss from Operations Improved 81% Y/Y, 79% Sequentially to $(4.5) Million, Excluding Discontinued Operations

MIAMI, Aug. 17, 2023 (GLOBE NEWSWIRE) -- 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 second quarter ended June 30, 2023. Unless otherwise noted, all results are presented in U.S. dollars.

ADVERTISEMENT

The following financial measures are reported as results from continuing operations due to the sale of the Company’s business in Arizona in March 2023, which are reported as discontinued operations. All historical comparisons have been restated accordingly.

David Goubert, President & CEO of AYR, said, “The second quarter represented a meaningful step in AYR’s journey towards generating meaningful cash flow, as we simultaneously got leaner and more efficient while continuing to lay the foundation for revenue growth. We generated record Adjusted EBITDA, up 78% year-over-year with an Adjusted EBITDA margin of 25% and improved our GAAP loss from operations by 81% year-over-year to a loss of $4.5 million. Our efforts around cost savings and optimization accelerated margin expansion ahead of our expectations, and we believe these efforts will enable us to maintain Adjusted EBITDA margin in the mid-twenties for the second half as we unlock working capital through aggressive inventory management throughout the remainder of the year.

“We have also made meaningful progress on improving our liquidity profile in the second quarter. Along with the amendments to various earnout considerations completed in May, we also reached contingent agreements to extend the maturity of $69 million in promissory notes by two years and recently refinanced and upsized our Gainesville cultivation facility mortgage. As a result of the collective amendments to the vendor notes, contingent promissory notes and earn-out payments, and refinancing and upsizing of our Gainesville facility mortgage, we have extended the payment terms of more than $120 million of obligations, inclusive of the $69 million of contingent agreements. These important milestones reflect our commitment to strengthening AYR’s balance sheet, as we are intently focused on improving our working capital and liquidity.

“We are positioning AYR for sustainable long-term growth and profitability across all our markets, while prioritizing the financial health of the Company. As we look to the rest of the year, we plan to accelerate our cash generation via our 2023 optimization plan, making strides in inventory optimization, continuing to align our production with demand, and developing further synergies within our supply chain, retail, wholesale and purchasing functions. Additionally, we believe our ongoing initiatives to grow our Florida footprint, improve operations in New Jersey, and build out retail footprints in Ohio, Illinois, and Connecticut will enable us to accelerate growth in the quarters ahead.”

Second Quarter Financial Summary (excludes results from AZ for all periods) ($ in millions, excl. margin items)

 

Q2 2022

Q1 2023

Q2 2023

% Change
Q2/Q2

% Change
Q2/Q1

Revenue

$98.9

 

$117.7

 

$116.7

 

18.0%

 

-0.8%

 

Gross Profit

$36.0

 

$48.3

 

$56.6

 

57.2%

 

17.3%

 

Adjusted Gross Profit1

$51.5

 

$65.3

 

$69.1

 

34.0%

 

5.8%

 

Operating Loss

$(23.7)

 

$(21.7)

 

$(4.5)

 

80.8%

 

79.1%

 

Adjusted EBITDA1

$16.5

 

$26.3

 

$29.5

 

78.1%

 

11.8%

 

Adjusted EBITDA Margin1

16.7%

 

22.4%

 

25.2%

 

854bps

 

284bps

 

1Adjusted 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 tables appended to this release.

Second Quarter and Recent Highlights

  • Retail Updates

    • Opened the Company’s 86th retail location, subsequent to quarter end.

    • Q2 retail sales increased 1% sequentially from Q1, with total transactions up 6%.

    • The Company has opened 10 Florida stores thus far in 2023, bringing its Florida store total to 62 open locations to date. The Company plans to exit 2023 with a total of Florida 64 stores, compared to 52 to start the year.

    • Completed re-brand of full fleet of Florida stores to AYR Cannabis Dispensary.

    • Announced agreement to acquire third Ohio dispensary license.

    • Announced an exclusive licensing and retail agreement in Florida with Kiva Confections, a global leader in cannabis edibles. As previously announced, the agreement will bring Kiva’s collection of award-winning cannabis edibles to the Florida market for the first time via AYR’s retail locations across the state.

  • Corporate Updates

    • Closed the acquisition of Tahoe Hydroponics, an award-winning cultivator and one of Nevada’s top producers of high-quality cannabis flower.

    • As previously announced, reached an agreement to amend the terms of contingent consideration under the membership interest purchase agreements of GSD NJ, LLC and Sira Naturals Inc.

    • As previously announced, reached contingent agreements to defer approximately $69 million of promissory note payments.

    • Subsequent to quarter end, closed a $40 million refinancing and upsizing of its existing mortgage for its Gainesville cultivation facility, contributing a net $14 million of cash proceeds. The new loan carries an interest rate of 5-year FHLB Rate + 4%.

Financing and Capital Structure

  • The Company deployed $6.7 million of capital expenditures in Q2 and ended the quarter with a cash balance of $60.0 million.

  • The Company has approximately 77.2 million fully diluted shares outstanding based on a treasury method calculation.i

  • Subsequent to the quarter end, the Company closed on a $40 million refinancing and upsizing of its existing mortgage for its Gainesville cultivation facility. Following the July 7, 2023, paydown of its existing $25.3 million mortgage, the Company had a pro forma cash balance of $74 million.

  • In 2023, the Company filed an application with the U.S. Internal Revenue Service (“IRS”) for the employee retention credit (“ERC”), as originally enacted through the U.S. Coronavirus Aid, Relief, and Economic Security Act. The Company anticipates receiving $12.3 million relating to its ERC application.

Outlook

The Company remains committed to its financial health and is positioning itself to achieve sustainable long-term growth and profitability across all markets of operation. AYR expects to generate revenue and Adjusted EBITDA growth in the second half of 2023 and into 2024 and to generate positive GAAP cash flow from operations for the calendar year 2023.

AYR’s expectations for future results are based on the assumptions and risks detailed in its Management’s Discussion and Analysis (“MD&A”) for the period ended June 30, 2023, as filed on SEDAR+ and with the U.S. Securities and Exchange Commission (“SEC”).

Conference Call

AYR management will host a conference call today, followed by a question-and-answer period.

Date: Thursday, August 17, 2023
Time: 8:30 a.m. ET
Toll-free dial-in number: (800) 319-4610
International dial-in number: (604) 638-5340
Conference ID: 10022068

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 until end of day Sunday, September 17, 2023.

Toll-free replay number: (855) 669-9658
International replay number: (412) 317-0088
Replay ID: 0257

Financial Statements

Certain financial information reported in this news release is extracted from AYR’s Consolidated Financial Statements and MD&A for the quarter ended June 30, 2023. 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 of GAAP
“GAAP” means generally accepted accounting principles.

Definition and Reconciliation 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) income from continuing 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 and transaction 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, start-up costs and other non-core 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 months ended June 30, 2023.

Forward-Looking Statements

Certain statements 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 quarter ended June 30, 2023, and Annual Information Form as of and for the year ended December 31, 2022.

Additional Information

For more information about the Company’s Q2 and 2023 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 Wellness is a vertically integrated, U.S. multi-state cannabis business. The Company operates simultaneously as a retailer with 85+ licensed dispensaries and a house of cannabis CPG brands.

AYR is committed to delivering high-quality cannabis products to its patients and customers while acting as a Force for Good for its team members and the communities that the Company serves. For more information, please visit www.ayrwellness.com.

Company Contact:

Jon DeCourcey
Head of Investor Relations
T: (786) 885-0397
Email: ir@ayrwellness.com

Media Contact:

Robert Vanisko
VP, Public Engagement
T: (786) 885-0397
Email: comms@ayrwellness.com

Investor Relations Contact:

Sean Mansouri, CFA
Elevate IR
T: (786) 885-0397
Email: ir@ayrwellness.com


Ayr Wellness Inc.
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in United States Dollars, in thousands, except share amounts)

 

 

As of

 

 

June 30, 2023

 

December 31, 2022

 

ASSETS

 

Current

 

 

 

Cash

$

60,030

 

$

76,827

 

 

Accounts receivable, net

 

8,692

 

 

7,738

 

 

Inventory

 

99,374

 

 

99,810

 

 

Prepaid expenses, deposits, and other current assets

 

13,277

 

 

8,702

 

 

Assets held-for-sale

 

-

 

 

260,625

 

 

Total Current Assets

 

181,373

 

 

453,702

 

Non-current

 

 

 

Property, plant, and equipment, net

 

308,558

 

 

302,680

 

 

Intangible assets, net

 

717,199

 

 

744,709

 

 

Right-of-use assets - operating, net

 

119,321

 

 

121,340

 

 

Right-of-use assets - finance, net

 

43,367

 

 

43,222

 

 

Goodwill

 

94,108

 

 

94,108

 

 

Deposits and other assets

 

6,254

 

 

8,009

 

TOTAL ASSETS

$

1,470,180

 

$

1,767,770

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Liabilities

 

 

Current

 

 

 

Trade payables

$

18,475

 

$

26,671

 

 

Accrued liabilities

 

36,620

 

 

25,470

 

 

Lease liabilities - operating - current portion

 

8,365

 

 

7,906

 

 

Lease liabilities - finance - current portion

 

10,402

 

 

9,529

 

 

Contingent consideration - current portion

 

-

 

 

63,429

 

 

Purchase consideration payable

 

-

 

 

2,849

 

 

Income tax payable

 

69,727

 

 

46,006

 

 

Debts payable - current portion

 

75,948

 

 

40,523

 

 

Liabilities held-for-sale

 

-

 

 

43,841

 

 

Accrued interest payable - current portion

 

5,710

 

 

2,581

 

 

Total Current Liabilities

 

225,247

 

 

268,805

 

Non-current

 

 

 

Deferred tax liabilities, net

 

72,413

 

 

72,413

 

 

Lease liabilities - operating - non-current portion

 

116,826

 

 

118,086

 

 

Lease liabilities - finance - non-current portion

 

21,600

 

 

24,016

 

 

Construction finance liabilities

 

36,422

 

 

36,181

 

 

Contingent consideration - non-current portion

 

-

 

 

26,661

 

 

Debts payable - non-current portion

 

112,891

 

 

136,315

 

 

Senior secured notes, net of debt issuance costs

 

244,318

 

 

244,682

 

 

Accrued interest payable - non-current portion

 

-

 

 

4,763

 

 

Other long term liabilities

 

25,021

 

 

524

 

TOTAL LIABILITIES

 

854,738

 

 

932,446

 

 

 

 

 

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 - 63,718,487 and 60,909,492 shares, respectively

 

-

 

 

-

 

 

Exchangeable Shares: no par value, unlimited authorized. Issued and outstanding - 9,710,707 and 6,044,339 shares, respectively

 

-

 

 

-

 

 

Additional paid-in capital

 

1,364,162

 

 

1,349,713

 

 

Treasury stock - 645,300 shares

 

(8,987

)

 

(8,987

)

 

Accumulated other comprehensive income

 

3,266

 

 

3,266

 

 

Accumulated deficit

 

(735,204

)

 

(510,668

)

 

Equity of Ayr Wellness Inc.

 

623,237

 

 

833,324

 

 

Noncontrolling interest

 

(7,795

)

 

2,000

 

TOTAL SHAREHOLDERS' EQUITY

 

615,442

 

 

835,324

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

1,470,180

 

$

1,767,770

 



Ayr Wellness Inc.
Unaudited Interim Condensed Consolidated Statements of Operations
(Expressed in United States Dollars, in thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2023

 

June 30, 2022

 

 

 

June 30, 2023

 

June 30, 2022

 

 

 

 

 

 

 

 

 

Revenues, net of discounts

$

116,737

 

$

98,914

 

 

 

$

234,402

 

$

198,417

 

 

 

 

 

 

 

 

 

Cost of goods sold excluding fair value items

 

60,090

 

 

59,656

 

 

 

 

129,473

 

 

116,314

 

Incremental costs to acquire cannabis inventory in business combinations

 

-

 

 

3,212

 

 

 

 

-

 

 

5,731

 

Cost of goods sold

 

60,090

 

 

62,868

 

 

 

 

129,473

 

 

122,045

 

 

 

 

 

 

 

 

 

Gross profit

 

56,647

 

 

36,046

 

 

 

 

104,929

 

 

76,372

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

Selling, general, and administrative

 

46,929

 

 

47,792

 

 

 

 

98,980

 

 

96,821

 

 

Depreciation and amortization

 

11,867

 

 

11,233

 

 

 

 

27,481

 

 

22,115

 

 

Acquisition expense

 

2,402

 

 

2,722

 

 

 

 

4,642

 

 

4,168

 

 

(Gain) loss on sale of assets

 

(12

)

 

(2,000

)

 

 

 

47

 

 

(2,000

)

Total operating expenses

 

61,186

 

 

59,747

 

 

 

 

131,150

 

 

121,104

 

 

 

 

 

 

 

 

 

Loss from operations

 

(4,539

)

 

(23,701

)

 

 

 

(26,221

)

 

(44,732

)

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

 

 

 

 

 

Fair value (loss) gain on financial liabilities

 

(3,866

)

 

1,701

 

 

 

 

23,731

 

 

31,780

 

 

Interest expense, net

 

(10,496

)

 

(6,913

)

 

 

 

(18,061

)

 

(13,220

)

 

Interest income

 

233

 

 

11

 

 

 

 

399

 

 

40

 

 

Other, net

 

352

 

 

-

 

 

 

 

631

 

 

-

 

Total other income (expense), net

 

(13,777

)

 

(5,201

)

 

 

 

6,700

 

 

18,600

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes and noncontrolling interest

 

(18,316

)

 

(28,902

)

 

 

 

(19,521

)

 

(26,132

)

 

 

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

Current tax provision

 

(12,887

)

 

(9,678

)

 

 

 

(24,065

)

 

(19,247

)

 

Deferred tax benefit

 

-

 

 

1,089

 

 

 

 

-

 

 

696

 

Total income taxes

 

(12,887

)

 

(8,589

)

 

 

 

(24,065

)

 

(18,551

)

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

(31,203

)

 

(37,491

)

 

 

 

(43,586

)

 

(44,683

)

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

Gain (loss) from discontinued operations, net of taxes (including loss on disposal of $180,194 for the six months ended June 30, 2023)

 

559

 

 

(2,758

)

 

 

 

(184,686

)

 

(4,759

)

Loss from discontinued operations

 

559

 

 

(2,758

)

 

 

 

(184,686

)

 

(4,759

)

 

 

 

 

 

 

 

 

Net loss

 

(30,644

)

 

(40,249

)

 

 

 

(228,272

)

 

(49,442

)

 

Net loss attributable to noncontrolling interest

 

(711

)

 

(1,892

)

 

 

 

(3,736

)

 

(3,508

)

 

Net loss attributable to Ayr Wellness Inc.

$

(29,933

)

$

(38,357

)

 

 

$

(224,536

)

$

(45,934

)

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

 

 

 

 

 

 

Continuing operations

$

(0.42

)

$

(0.52

)

 

 

$

(0.56

)

$

(0.60

)

 

Discontinued operations

 

0.01

 

 

(0.04

)

 

 

 

(2.59

)

 

(0.07

)

 

Total basic and diluted net loss per share

$

(0.41

)

$

(0.56

)

 

 

$

(3.15

)

$

(0.67

)

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding (basic and diluted)

 

72,756

 

 

68,625

 

 

 

 

71,390

 

 

68,108

 

 

 

 

 

 

 

 

 


Ayr Wellness Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in United States Dollars, in thousands)

 

Six Months Ended

 

June 30, 2023

 

June 30, 2022

 

Operating activities

 

 

Consolidated net loss

$

(228,272

)

$

(49,442

)

Less: Loss from discontinued operations (Note 4)

 

(4,492

)

 

(4,759

)

Net loss from continuing operations before noncontrolling interest

 

(223,780

)

 

(44,683

)

Adjustments for:

 

 

Fair value gain on financial liabilities

 

(23,731

)

 

(31,780

)

Stock-based compensation

 

10,008

 

 

19,381

 

Stock-based compensation - related parties

 

-

 

 

707

 

Depreciation and amortization

 

17,783

 

 

7,294

 

Amortization on intangible assets

 

29,010

 

 

28,234

 

Incremental costs to acquire cannabis inventory in a business combination

 

-

 

 

5,731

 

Deferred tax benefit

 

-

 

 

(696

)

Amortization on financing costs

 

1,145

 

 

1,146

 

Amortization on financing premium

 

(1,509

)

 

(1,509

)

Loss (gain) on disposal of property, plant, and equipment

 

47

 

 

(2,000

)

Loss on the disposal of Arizona business

 

180,194

 

 

-

 

Changes in operating assets and liabilities, net of business combinations:

 

 

Accounts receivable

 

(1,254

)

 

2,193

 

Inventory

 

736

 

 

(3,294

)

Prepaid expenses, deposits, and other current assets

 

1,550

 

 

713

 

Trade payables

 

(8,770

)

 

2,460

 

Accrued liabilities

 

(1,215

)

 

(4,575

)

Accrued interest payable

 

(2,044

)

 

(3,714

)

Lease liabilities - operating

 

1,219

 

 

1,078

 

Income tax payable

 

23,416

 

 

(8,005

)

Cash provided by (used in) continuing operations

 

2,805

 

 

(31,319

)

Cash provided by (used in) discontinued operations

 

2,180

 

 

(3,553

)

Cash provided by (used in) operating activities

 

4,985

 

 

(34,872

)

 

 

 

Investing activities

 

 

Purchase of property, plant, and equipment

 

(13,939

)

 

(48,429

)

Capitalized interest

 

(5,464

)

 

(7,168

)

Cash paid for business combinations and asset acquisitions, net of cash acquired

 

(1,500

)

 

(11,465

)

Cash paid for business combinations and asset acquisitions, working capital

 

(2,600

)

 

(2,812

)

Proceeds from the sale of assets, net of transaction costs

 

-

 

 

27,591

 

Cash received (paid) for bridge financing

 

(73

)

 

1,258

 

Advances to related corporation

 

-

 

 

(5,907

)

Deposits for business combinations, net of cash on hand

 

-

 

 

(2,825

)

Purchase of intangible asset

 

(1,500

)

 

(1,000

)

Cash used in investing activities from continuing operations

 

(25,076

)

 

(50,757

)

Proceeds from sale of Arizona - discontinued operation

 

18,084

 

 

-

 

Cash received for working capital - discontinued operations

 

840

 

 

-

 

Cash provided by (used in) investing activities of discontinued operations

 

(44

)

 

3,166

 

Cash used in investing activities

 

(6,196

)

 

(47,591

)

 

 

 

Financing activities

 

 

Proceeds from exercise of options

 

-

 

 

300

 

Proceeds from notes payable, net of financing costs

 

10,000

 

 

51,713

 

Proceeds from financing transaction, net of financing costs

 

-

 

 

27,599

 

Payment for settlement of contingent consideration

 

(10,000

)

 

(10,000

)

Deposits paid for financing lease and note payable

 

-

 

 

(924

)

Tax withholding on stock-based compensation awards

 

(321

)

 

(3,996

)

Repayments of debts payable

 

(13,778

)

 

(6,563

)

Repayments of lease liabilities - finance (principal portion)

 

(5,177

)

 

(4,561

)

Repurchase of Equity Shares

 

-

 

 

(8,430

)

Cash provided by (used in) financing activities by continuing operations

 

(19,276

)

 

45,138

 

Cash used in financing activities from discontinued operations

 

(123

)

 

(274

)

Cash provided by (used in) financing activities

 

(19,399

)

 

44,864

 

 

 

 

Net decrease in cash

 

(20,610

)

 

(37,599

)

Cash, beginning of the period

 

76,827

 

 

154,342

 

Cash included in assets held-for-sale

 

3,813

 

 

-

 

Cash, end of the period

$

60,030

 

$

116,743

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

Interest paid during the period, net

 

23,110

 

 

26,049

 

Income taxes paid during the period

 

959

 

 

30,680

 

Non-cash investing and financing activities:

 

 

Recognition of right-of-use assets for operating leases

 

3,134

 

 

23,002

 

Recognition of right-of-use assets for finance leases

 

3,858

 

 

23,342

 

Issuance of promissory note related to business combinations

 

1,580

 

 

16,000

 

Conversion of convertible note related to business combination

 

2,800

 

 

-

 

Issuance of Equity Shares related to business combinations and asset acquisitions

 

115

 

 

6,352

 

Issuance of Equity Shares related to settlement of contingent consideration

 

4,647

 

 

11,748

 

Issuance of promissory note related to settlement of contingent consideration

 

14,000

 

 

14,934

 

Settlement of contingent consideration

 

37,713

 

 

-

 

Capital expenditure disbursements for cultivation facility

 

241

 

 

-

 

Cancellation of Equity Shares

 

-

 

 

78

 

Extinguishment of note payable related to sale of Arizona business

 

22,505

 

 

-

 

Extinguishment of accrued interest payable related to sale of Arizona business

 

1,165

 

 

-

 

Reduction of lease liabilities related to sale of Arizona business

 

16,734

 

 

-

 

Reduction of right-of-use assets related to sale of Arizona business

 

16,739

 

 

-

 

 

 

 



Ayr Wellness Inc.
Unaudited Interim Consolidated Adjusted EBITDA and Gross Profit Reconciliation
(Expressed in United States Dollars, in thousands)

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

 

$

 

 

$

 

 

$

 

 

$

 

Loss from continuing operations (GAAP)

(4,539

)

 

(23,701

)

 

(26,221

)

 

(44,732

)

 

 

 

 

 

Incremental costs to acquire cannabis inventory in a business combination

-

 

 

3,212

 

 

-

 

 

5,731

 

Interest (within cost of goods sold "COGS")

763

 

 

742

 

 

1,514

 

 

1,204

 

Depreciation and amortization (from statement of cash flows)

21,756

 

 

18,394

 

 

46,793

 

 

35,528

 

Acquisition and transaction costs

2,402

 

 

2,722

 

 

4,642

 

 

4,168

 

Stock-based compensation, non-cash

4,424

 

 

9,727

 

 

10,008

 

 

20,088

 

Start-up costs1

2,235

 

 

3,862

 

 

5,962

 

 

7,106

 

(Gain) loss on sale of assets

(12

)

 

(2,000

)

 

47

 

 

(2,000

)

Other2

2,417

 

 

3,543

 

 

13,037

 

 

5,466

 

 

33,985

 

 

40,202

 

 

82,003

 

 

77,291

 

 

 

 

 

 

Adjusted EBITDA from continuing operations (non-GAAP)

29,446

 

 

16,500

 

 

55,782

 

 

32,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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-core costs including non-operating adjustments, severance costs and non-cash inventory write-downs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

Six Months Ended

 

June 30, 2023

 

 

June 30, 2022

 

 

June 30, 2023

 

 

June 30, 2022

 

 

$

 

 

$

 

 

$

 

 

$

 

Gross profit (GAAP)

56,647

 

 

36,046

 

 

104,929

 

 

76,372

 

 

 

 

 

 

Incremental costs to acquire cannabis inventory in a business combination

-

 

 

3,212

 

 

-

 

 

5,731

 

Interest (within COGS)

763

 

 

742

 

 

1,514

 

 

1,204

 

Depreciation and amortization (within COGS)

9,889

 

 

7,161

 

 

19,313

 

 

13,413

 

Start-up costs (within COGS)

748

 

 

1,154

 

 

3,010

 

 

2,752

 

Other (within COGS)

1,013

 

 

3,215

 

 

5,577

 

 

4,052

 

 

 

 

 

 

Adjusted Gross Profit from continuing operations (non-GAAP)

69,060

 

 

51,530

 

 

134,343

 

 

103,524

 

 

 

 

 

 



[i] Includes pending M&A and contingent considerations related to GSD and Sira Naturals purchase considerations. Excludes AYR granted but unvested service-based LTIP shares totaling 4.8 million.