NEW MJ NEWS

AYR Wellness Reports First Quarter 2024 Results

AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“AYR” or the “Company”), a leading vertically integrated U.S. multi-state cannabis operator, is reporting financial results for the first quarter ended March 31, 2024. Unless otherwise noted, all results are presented in U.S. dollars.

David Goubert, President & CEO of AYR, said, “2024 continues to be about execution for AYR, furthering the progress we made in 2023 by focusing on improving product quality and consistency, building a loyal retail customer base, rebuilding our CPG brand platform, and continuing to prioritize cost controls. I want to thank our team for their continued effort against these goals. First quarter results reflect continued progress with modest sequential revenue growth, adjusted EBITDA margins in line with long-term targets of 25% and positive free cash flow for the period.

“Meanwhile, the U.S. Department of Justice’s groundbreaking decision in April to recommend the reclassification of cannabis from Schedule I to Schedule III represents a significant moment for our industry that brings us one step closer to federal reform. This expected policy shift validates AYR’s commitment to building a sustainable business that will win in the long-term, and while we await next steps on implementation of this new policy, AYR intends to continue to improve and refine its operations to position for accelerated profitable growth.

“Our team is also acutely focused on positioning AYR for success ahead of the key state-level catalysts on the horizon in Ohio, where we anticipate converting to adult-use over the summer, and Florida and Pennsylvania, where we hope to see adult-use pass later this year. With only 15 of AYR’s 91 dispensaries operating in adult-use markets, we are poised to take advantage of the significant growth opportunity that the transition to adult-use presents across the majority of our footprint, without materially increasing our fixed cost base. With a strong asset base and tailwinds for the regulatory environment, we look forward to generating meaningful, sustainable, and profitable financial growth for years to come.”

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

Q1 2023

Q4 2023

Q1 2024

% Change
Q1/Q1

% Change
Q1/Q4

Revenue

$117.7

$114.8

$118.0

0.3%

2.8%

Gross Profit

$48.3

$49.4

$50.7

5.0%

2.6%

Adjusted Gross Profit1

$65.3

$62.0

$62.6

-4.1%

1.0%

Operating Loss

$(21.7)

$(9.5)

$(2.0)

NA

NA

Adjusted EBITDA1

$26.3

$29.8

$29.1

10.6%

-2.3%

Adjusted EBITDA Margin1

22.4%

25.9%

24.7

220bps

-130bps

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 tables appended to this release.

First Quarter and Recent Highlights

The Company’s flagship cannabis brand, kynd, launched its first line of premium edibles in Florida and Nevada, allowing the brand to break into the growing edibles market.

Opened the relocated 1,650 square foot AYR Cannabis Dispensary Tallahassee, conveniently located in the heart of the state capital.

Closed on a $8.4 million upsizing of the Company’s existing mortgage for its Gainesville cultivation facility, increasing the principal amount of the mortgage to $48.4 million. Proceeds will be used to invest further in the Company’s Florida business, as well as for general working capital purposes.

In February 2024, the Company completed a series of debt restructuring transactions contemplated by the Support Agreement entered into in November 2023, which retired or deferred the maturity of all of the Company’s Senior Notes due 2024 and certain other debt totaling nearly $400 million by two years to 2026, raised approximately $40 million of gross proceeds in new capital through the issuance of $50 million of additional Senior Notes maturing in December 2026, issued 35 million New Shares and Backstop shares to existing Noteholders, and issued 23 million anti-dilutive warrants (CSE: AYR.WT.U). These warrants, exercisable at $2.12 and expiring in February 2026, are currently expected to result in approximately $50M in proceeds for the Company upon exercise. The Company recorded a loss on the extinguishment of $79.2 million of debt.

Appointed Usec Rho as the Company’s new General Counsel. Mr. Rho brings deep experience practicing law in highly regulated and emerging industries.

Financing and Capital Structure

The Company deployed $6.8 million of capital expenditures in Q1, in-line with the Company’s guidance of approximately $20 million for the full year. AYR ended Q1 with a cash, cash equivalents, and restricted cash balance of $71.2 million.

As of March 31, 2024, the Company had approximately 137.8 million fully diluted shares outstanding based on a treasury method calculation as of that date (excluding the 2.9 million out of the money warrants expiring in May 2024 and 645,298 treasury shares).i

Outlook

The Company anticipates revenue in Q2 2024 to be flat to modestly up compared to Q1 2024, before generating stronger growth in the second half of 2024, replacing our previous guidance on the full year 2024 outlook. The Company also continues to expect Adjusted EBITDA margin to remain at approximately 25% for the year with normal quarterly fluctuations, and to generate positive cash flow from operations and free cash flow for the calendar year 2024.

Conference Call

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

Date: Wednesday, May 15, 2024
Time: 8:30 a.m. ET
Toll-free dial-in number: (844) 763-8274
International dial-in number: (647) 484-8814
Conference ID: 10023271
Webcast: https://services.choruscall.ca/links/ayrwellness2024q1.html

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 Saturday, June 15, 2024.

Toll-free replay number: (855) 669-9658
International replay number: (412) 317-0088
Replay ID: 0806

i Includes pending M&A and excludes Ayr granted but unvested LTIP shares totaling 5.2 million.

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 March 31, 2024. 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-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 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 months ended March 31, 2024.

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 quarter ended March 31, 2024.

Additional Information

For more information about the Company’s Q1 2024 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 90+ 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

Company/ 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

March 31, 2024

December 31, 2023

ASSETS

Current

Cash, cash equivalents and restricted cash

$

71,199

$

50,766

Accounts receivable, net

14,671

13,491

Inventory

113,518

106,363

Prepaid expenses, deposits, and other current assets

14,493

22,600

Total Current Assets

213,881

193,220

Non-current

Property, plant, and equipment, net

313,871

310,615

Intangible assets, net

673,229

687,988

Right-of-use assets – operating, net

131,911

127,024

Right-of-use assets – finance, net

39,895

40,671

Goodwill

94,108

94,108

Deposits and other assets

6,313

6,229

TOTAL ASSETS

$

1,473,208

$

1,459,855

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities

Current

Trade payables

25,331

24,786

Accrued liabilities

29,305

40,918

Lease liabilities – operating – current portion

10,210

9,776

Lease liabilities – finance – current portion

9,190

9,789

Income tax payable

13,419

90,074

Debts payable – current portion

20,189

23,152

Accrued interest payable – current portion

7,585

1,983

Total Current Liabilities

115,229

200,478

Non-current

Deferred tax liabilities, net

64,965

64,965

Uncertain tax position liabilities

87,653

Lease liabilities – operating – non-current portion

130,581

125,739

Lease liabilities – finance – non-current portion

17,049

18,007

Construction finance liabilities

39,177

38,205

Debts payable – non-current portion

172,499

167,351

Senior secured notes, net of debt issuance costs

208,581

243,955

Accrued interest payable – non-current portion

5,632

5,530

Other long-term liabilities

24,971

24,973

TOTAL LIABILITIES

866,337

889,203

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 – 101,468,851 and 64,574,077 shares, respectively

Exchangeable Shares: no par value, unlimited authorized. Issued and outstanding – 9,525,789 and 9,645,016 shares, respectively

Additional paid-in capital

1,515,155

1,370,600

Treasury stock – 645,298 and 645,300 shares, respectively

(8,987

)

(8,987

)

Accumulated other comprehensive income

3,266

3,266

Accumulated deficit

(889,176

)

(783,101

)

Equity of Ayr Wellness Inc.

620,258

581,778

Noncontrolling interest

(13,387

)

(11,126

)

TOTAL SHAREHOLDERS’ EQUITY

606,871

570,652

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

1,473,208

$

1,459,855

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

Three Months Ended

March 31, 2024

March 31, 2023

Revenues, net of discounts

$

118,040

$

117,665

Cost of goods sold

67,377

69,383

Gross profit

50,663

48,282

Operating expenses

Selling, general, and administrative

39,232

52,050

Depreciation and amortization

12,074

15,614

Acquisition and transaction costs

1,324

2,241

(Gain) loss on sale of assets

(4

)

58

Total operating expenses

52,626

69,963

Loss from continuing operations

(1,963

)

(21,681

)

Other income (expense), net

Fair value gain on financial liabilities

27,597

Loss on the extinguishment of debt

(79,172

)

Interest expense, net

(17,620

)

(7,565

)

Interest income

103

165

Other income, net

1,800

279

Total other (expense) income, net

(94,889

)

20,476

Loss from continuing operations before income taxes and noncontrolling interest

(96,852

)

(1,205

)

Income taxes

Current tax provision

(11,484

)

(11,178

)

Total income taxes

(11,484

)

(11,178

)

Net loss from continuing operations

(108,336

)

(12,383

)

Discontinued operations

Loss from discontinued operations, net of taxes (including loss on disposal of $180,753 for the three months ended March 31, 2023)

(185,245

)

Loss from discontinued operations

(185,245

)

Net loss

(108,336

)

(197,628

)

Net loss attributable to noncontrolling interests

(2,261

)

(3,025

)

Net loss attributable to Ayr Wellness Inc.

$

(106,075

)

$

(194,603

)

Basic and diluted net loss per share

Continuing operations

$

(1.08

)

$

(0.13

)

Discontinued operations

(2.65

)

Total (basic and diluted) net loss per share

$

(1.08

)

$

(2.78

)

Weighted average number of shares outstanding (basic and diluted)

97,884

70,008

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

Three Months Ended

March 31, 2024

March 31, 2023

Operating activities

Consolidated net loss

$

(108,336

)

$

(197,628

)

Less: Loss from discontinued operations

(4,492

)

Net loss from continuing operations before noncontrolling interest

(108,336

)

(193,136

)

Adjustments for:

Fair value gain on financial liabilities

(27,597

)

Stock-based compensation

3,465

5,584

Depreciation and amortization

7,345

10,701

Amortization of intangible assets

14,818

14,336

Amortization of financing costs

3,948

573

Amortization of financing discount

1,399

Amortization of financing premium

(152

)

(754

)

Provision for credit losses

259

(Gain) loss on sale of assets

(4

)

58

Loss on the extinguishment of debt

79,172

Loss on the disposal of Arizona business

180,753

Changes in operating assets and liabilities:

Accounts receivable

(1,438

)

(2,087

)

Inventory

(7,156

)

3,257

Prepaid expenses, deposits, and other current assets

(1,145

)

1,204

Trade payables

938

(6,171

)

Accrued liabilities

(1,522

)

5,640

Accrued interest payable

5,703

5,053

Lease liabilities – operating

388

640

Income tax payable

(76,655

)

10,581

Uncertain tax position liabilities

87,653

Cash provided by continuing operations

8,680

8,635

Cash provided by discontinued operations

1,621

Cash provided by operating activities

8,680

10,256

Investing activities

Purchase of property, plant, and equipment

(6,822

)

(7,187

)

Capitalized interest

(1,461

)

(3,589

)

Proceeds from the sale of assets

40

Cash paid for business combinations and asset acquisitions, working capital

(2,600

)

Cash used in investing activities from continuing operations

(8,243

)

(13,376

)

Proceeds from sale of Arizona – discontinued operation

18,084

Cash used in investing activities of discontinued operations

(44

)

Cash (used in) provided by investing activities

(8,243

)

4,664

Financing activities

Proceeds from exercise of warrants

22

Proceeds from notes payable

40,000

10,000

Proceeds from financing transaction, net of financing costs

8,309

Debt issuance costs paid

(9,096

)

Payment for settlement of contingent consideration

(10,094

)

Tax withholding on stock-based compensation awards

(283

)

(29

)

Repayments of debts payable

(6,247

)

(6,546

)

Repayments of lease liabilities – finance (principal portion)

(2,615

)

(2,378

)

Cash provided by financing activities by continuing operations

19,996

1,047

Cash used in financing activities from discontinued operations

(123

)

Cash provided by financing activities

19,996

924

Net increase in cash and cash equivalents and restricted cash

20,433

15,844

Cash, cash equivalents and restricted cash at beginning of the period

50,766

76,827

Cash included in assets held-for-sale

3,813

Cash, cash equivalents and restricted cash at end of the period

$

71,199

$

96,484

Supplemental disclosure of cash flow information:

Interest paid during the period, net

$

8,096

$

5,311

Income taxes paid during the period

486

908

Non-cash investing and financing activities:

Recognition of right-of-use assets for operating leases

8,195

1,358

Recognition of right-of-use assets for finance leases

1,502

468

Capital expenditure disbursements for cultivation facility

972

241

Extinguishment of note payable related to sale of Arizona business


MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | new@marijuanastocks.com
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