Bay Street News

AYR Wellness Reports Third Quarter 2024 Results

MIAMI, Nov. 13, 2024 (GLOBE NEWSWIRE) — 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 third quarter ended September 30, 2024. Unless otherwise noted, all results are presented in U.S. dollars.

Steven M. Cohen, Interim CEO of AYR, said, “Our third quarter performance reflected ongoing macroeconomic pressure to the consumer wallet and increased competition in select markets, which affected revenue and offset the growth from the launch of adult-use sales in Ohio. However, our team adapted to drive gross margin expansion and operating efficiencies, improving our Adjusted EBITDA despite the lower revenue.

“Notwithstanding the ongoing leadership transition, we remain focused on strengthening execution and are committed to positioning AYR for sustained growth and profitability. Particularly, in 2025, we plan to expand our presence in Ohio, develop an initial footprint in Virginia, and improve our vertical operations in Florida. Although we are disappointed by the result of the Amendment 3 referendum last week in Florida, we continue to maintain strong share in the state’s medical market and see potential for revenue growth as our new indoor cultivation facility comes online next year, which will fill a crucial gap by supplying high-quality indoor flower to our stores. We are well-positioned to navigate the near-term environment as we focus on improving execution in our key markets.”

Third Quarter Financial Summary

    Q3 2023      Q2 2024      Q3 2024    % Change
Q3/Q3
  % Change
Q3/Q2
 
Revenue   $114.4     $117.3     $114.3   -0.1%   -2.6%  
Gross Profit   $48.1     $47.2     $43.0   -10.6%   -8.9%  
Adjusted Gross Profit1   $60.5     $60.7     $60.4   -0.2%   -0.5%  
Operating Loss   $(1.4)     $(7.7)     $(17.4)   NA   NA  
Adjusted EBITDA1   $28.4     $25.7     $26.1   -8.1%   1.6%  
Adjusted EBITDA Margin1   24.9%     21.9%     22.9 %   -200bps   100bps  
                       

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.

Third Quarter and Recent Highlights

Board & Management Changes

Financing and Capital Structure

The Company deployed $6.1 million of capital expenditures in Q3 and remains on target with the Company’s guidance of approximately $20 million for the full year. AYR ended Q3 with aggregate cash, cash equivalents, and a restricted cash balance of $51 million.

As of September 30, 2024, the Company had approximately 116.2 million fully diluted shares outstanding based on a treasury method calculation as of that date (excluding 23 million warrants expiring in February 2026 with an exercise price of $2.12).

Outlook

For the fourth quarter, the Company expects revenue and Adjusted EBITDA to be essentially flat compared to the third quarter of 2024. AYR also continues to expect positive GAAP cash flow from operations for calendar 2024.

Conference Call

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

Date: Wednesday, November 13, 2024
Time: 8:30 a.m. ET
Toll-free dial-in number: (844) 763-8274
International dial-in number: (647) 484-8814
Webcast: Link

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 Elevate IR 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 Friday, December 13, 2024.

Toll-free replay number: (855) 669-9658
International replay number: (412) 317-0088
Replay ID: 8552657

Financial Statements

Certain financial information and analysis reported in this news release is extracted from AYR’s Consolidated Financial Statements and MD&A for the quarter ended September 30, 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”, “Adjusted EBITDA Margin” 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 – Non-GAAP Financial Measure

“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 incremental costs to acquire cannabis inventory in a business combination (when applicable; none of which was incurred for any of the periods presented), acquisition and transaction related costs, and start-up costs. Adjusted EBITDA should not be interpreted as an alternative to net (loss) income and cash flows from operations as determined in accordance with GAAP or as measure of liquidity.

Adjusted Gross Profit – Non-GAAP Financial Measure

“Adjusted Gross Profit” represents gross profit, as reported under GAAP, adjusted to exclude the incremental costs to acquire cannabis inventory in a business combination (when applicable; none of which was incurred for any of the periods presented), 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 September 30, 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, its operating subsidiaries, their respective business, 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. These statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎anticipated in such forward-looking statements.

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, no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon. In particular, this news release contains forward-looking statements pertaining to, but not limited to, the ‎following: operational and financial expectations for the 2024 financial year, including Adjusted EBITDA and future cash flow expectations; and the Company’s business plan.

Although the forward-looking statements contained in this news release are based upon assumptions ‎which management of the Company believes to be reasonable, the Company cannot assure investors ‎that actual results will be consistent with these forward-looking statements. With respect to forward-‎looking statements contained in this news release, the Company has made assumptions regarding, but ‎not limited to: the Company’s ability to execute on its business plan; general economic and industry trends; operating assumptions relating to the ‎Company’s operations; demand for the Company’s products and services; and the other assumptions set forth in the ‎Company’s most recent annual information form available under the Company’s profile on SEDAR+ ‎at www.sedarplus.ca.

The Company’s actual results could differ materially from those anticipated in the forward-looking ‎statements, as a result of numerous known and unknown risks and uncertainties and other factors ‎including, but not limited to: changes in demand for the Company’s products and services; general economic, ‎political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, ‎stock market volatility; reliance on key management personnel; risks related to competition within the Company’s industry and relating to technological advances; litigation risks; cyber-security risks; risks of health epidemics, pandemics and similar ‎outbreaks; and the other risks set forth in the Company’s most recent annual information form ‎and MD&A for the quarter ended September 30, 2024 available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
The Company’s actual results, performance or achievement could differ materially from those ‎expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be ‎given that any of the events anticipated by the forward-looking statements will transpire or occur, or if ‎any of them do so, what benefits the Company will derive therefrom. Readers are therefore cautioned ‎that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the ‎forward-looking statements included in this news release. All forward-looking statements contained in this news release are expressly ‎qualified by this cautionary statement. AYR has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 September 30, 2024.

Additional Information

For more information about the Company’s Q3 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/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


2 Several lawsuits have been filed seeking to overturn the award of this conditional approval. These legal actions are in preliminary stages, and at present, the Company intends to proceed with its planned expansion into Virginia.

Ayr Wellness Inc.
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in United States Dollars, in thousands, except share amounts)
    As of
      September 30, 2024       December 31, 2023  
ASSETS  
Current    
  Cash, cash equivalents and restricted cash $ 50,578     $ 50,766  
  Accounts receivable, net   11,575       13,491  
  Inventory   119,551       106,363  
  Prepaid expenses, deposits, and other current assets   6,152       22,600  
  Total Current Assets   187,856       193,220  
Non-current    
  Property, plant, and equipment, net   294,210       310,615  
  Intangible assets, net   645,009       687,988  
  Right-of-use assets – operating, net   162,163       127,024  
  Right-of-use assets – finance, net   30,645       40,671  
  Goodwill   94,108       94,108  
  Deposits and other assets   7,210       6,229  
TOTAL ASSETS  $ 1,421,201     $ 1,459,855  
       
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Liabilities    
Current    
  Trade payables   34,557       24,786  
  Accrued liabilities   29,450       40,918  
  Lease liabilities – operating – current portion   11,517       9,776  
  Lease liabilities – finance – current portion   6,464       9,789  
  Income tax payable   5,449       90,074  
  Debts payable – current portion   19,621       23,152  
  Accrued interest payable – current portion   10,891       1,983  
  Total Current Liabilities   117,949       200,478  
Non-current    
  Deferred tax liabilities, net   64,965       64,965  
  Uncertain tax position liabilities   117,644        
  Lease liabilities – operating – non-current portion   164,984       125,739  
  Lease liabilities – finance – non-current portion   15,136       18,007  
  Construction finance liabilities         38,205  
  Long-term debts payable, net   386,154       411,306  
  Accrued interest payable – non-current portion   5,632       5,530  
  Other long-term liabilities   21,968       24,973  
TOTAL LIABILITIES    894,432       889,203  
       
Commitments and contingencies    
       
Shareholders’ equity    
  Multiple Voting Shares – no par value, unlimited authorized. Issued and outstanding – nil and 3,696,486 shares, respectively          
  Subordinate, Restricted, and Limited Voting Shares – no par value, unlimited authorized. Issued and outstanding – 106,806,135 and 64,574,077 shares, respectively          
  Exchangeable Shares: no par value, unlimited authorized. Issued and outstanding – 9,379,224 and 9,645,016 shares, respectively          
  Additional paid-in capital   1,516,384       1,370,600  
  Treasury stock – nil and 645,300 shares, respectively         (8,987 )
  Accumulated other comprehensive income   3,266       3,266  
  Accumulated deficit   (978,560 )     (783,101 )
  Equity of Ayr Wellness Inc.   541,090       581,778  
  Noncontrolling interest   (14,321 )     (11,126 )
TOTAL SHAREHOLDERS’ EQUITY   526,769       570,652  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,421,201     $ 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   Nine Months Ended  
    September 30, 2024 September 30, 2023   September 30, 2024 September 30, 2023  
               
Revenues, net of discounts $ 114,328   $ 114,392     $ 349,676   $ 348,795    
Cost of goods sold   71,316     66,261       208,843     195,735    
Gross profit   43,012     48,131       140,833     153,060    
               
Operating expenses            
  Selling, general, and administrative   45,004     38,833       126,014     137,813    
  Impairment of assets   2,150           2,150        
  Depreciation and amortization   12,032     11,909       36,117     39,390    
  Acquisition and transaction costs   1,270     (1,182 )     3,634     3,460    
Total operating expenses   60,456     49,560       167,915     180,663    
               
Loss from continuing operations   (17,444 )   (1,429 )     (27,082 )   (27,603 )  
               
Other income (expense), net            
  Fair value gain on financial liabilities                 23,731    
  Loss on the extinguishment of debt             (79,172 )      
  Gain (loss) on sale of assets   108     (22 )     2,936     (66 )  
  Interest expense, net   (20,245 )   (10,772 )     (58,192 )   (28,834 )  
  Interest income   58     193       253     591    
  Other income, net   123     6,303       2,527     6,934    
Total other (expense) income, net   (19,956 )   (4,298 )     (131,648 )   2,356    
               
Loss from continuing operations before income taxes and noncontrolling interest   (37,400 )   (5,727 )     (158,730 )   (25,247 )  
               
Income taxes            
  Current tax provision   (13,113 )   (13,543 )     (39,425 )   (37,608 )  
Total income taxes   (13,113 )   (13,543 )     (39,425 )   (37,608 )  
               
Net loss from continuing operations   (50,513 )   (19,270 )     (198,155 )   (62,855 )  
               
Discontinued operations            
  Loss from discontinued operations, net of taxes (including loss on disposal of $181,191 for the nine months ended September 30, 2023)       (996 )         (185,683 )  
Income (loss) from discontinued operations       (996 )         (185,683 )  
               
Net loss   (50,513 )   (20,266 )     (198,155 )   (248,538 )  
  Net income (loss) attributable to noncontrolling interest   113     (1,020 )     (2,696 )   (4,756 )  
  Net loss attributable to Ayr Wellness Inc. $ (50,626 ) $ (19,246 )   $ (195,459 ) $ (243,782 )  
               
Basic and diluted net loss per share            
  Continuing operations $ (0.44 ) $ (0.24 )   $ (1.79 ) $ (0.79 )  
  Discontinued operations       (0.01 )         (2.54 )  
  Total (basic and diluted) net loss per share $ (0.44 ) $ (0.25 )   $ (1.79 ) $ (3.33 )  
               
Weighted average number of shares outstanding (basic and diluted)   114,839     76,563       108,976     73,105    
               
Ayr Wellness Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in United States Dollars, in thousands)
  Nine Months Ended
    September 30, 2024     September 30, 2023  
Operating activities    
Consolidated net loss   (198,155 ) $ (248,538 )
Less: Loss from discontinued operations       (4,492 )
Net loss from continuing operations before noncontrolling interest   (198,155 )   (244,046 )
Adjustments for:    
Fair value gain on financial liabilities       (23,731 )
Stock-based compensation   15,696     13,338  
Shares issued for consulting services       79  
Depreciation and amortization   21,180     24,984  
Amortization of intangible assets   43,828     43,828  
Amortization of financing costs   15,270     1,743  
Amortization of financing discount   5,597      
Amortization of financing premium   (52 )   (2,263 )
Provision for credit losses   528      
Employee retention credits recorded in other income   (318 )   (5,238 )
Impairment of assets   2,150    
(Gain) loss on sale of assets   (2,936 )   66  
Loss on the extinguishment of debt   79,172      
Loss on the disposal of Arizona business       181,191  
Changes in operating assets and liabilities:    
Accounts receivable   1,389     (2,305 )
Inventory   (13,189 )   1,626  
Prepaid expenses, deposits, and other current assets   6,035     (4,164 )
Trade payables   2,113     (5,334 )
Accrued liabilities   (5,017 )   3,245  
Accrued interest payable, current and non-current portions   9,010     6,653  
Lease liabilities – operating   3,673     1,857  
Income tax payable   (84,625 )   31,396  
Uncertain tax position liabilities   117,644      
Cash provided by continuing operations   18,993     22,925  
Cash provided by discontinued operations       2,180  
Cash provided by operating activities   18,993     25,105  
     
Investing activities    
Purchase of property, plant, and equipment   (16,491 )   (20,790 )
Capitalized interest   (4,766 )   (7,274 )
Proceeds from the sale of assets   316      
Cash paid for business combinations and asset acquisitions, net of cash acquired       (1,500 )
Cash paid for business combinations and asset acquisitions, working capital       (2,600 )
Cash paid for bridge financing       (72 )
Purchase of intangible asset   (213 )   (1,700 )
Cash used in investing activities from continuing operations   (21,154 )   (33,936 )
Proceeds from sale of Arizona business – discontinued operation       18,084  
Cash received for working capital – discontinued operations       840  
Cash used in investing activities of discontinued operations       (44 )
Cash used in investing activities   (21,154 )   (15,056 )
     
Financing activities    
Proceeds from exercise of warrants   27      
Proceeds from notes payable   40,000     10,430  
Proceeds from financing transaction, net of financing costs   8,309     39,100  
Debt issuance costs paid   (9,216 )    
Payment for settlement of contingent consideration   (10,094 )   (10,118 )
Tax withholding on stock-based compensation awards   (283 )   (360 )
Repayments of debts payable   (19,181 )   (49,098 )
Repayments of lease liabilities – finance (principal portion)   (7,589 )   (7,676 )
Cash provided by (used in) financing activities by continuing operations   1,973     (17,722 )
Cash used in financing activities from discontinued operations       (124 )
Cash provided by (used in) financing activities   1,973     (17,846 )
     
Net decrease in cash and cash equivalents and restricted cash   (188 )   (7,797 )
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 $ 50,578   $ 72,843  
     
Supplemental disclosure of cash flow information:    
Interest paid during the period, net $ 34,178   $ 25,430  
Income taxes paid during the period, net   6,405     7,080  
Non-cash investing and financing activities:    
Recognition of right-of-use assets for operating leases   48,537     8,586  
Recognition of right-of-use assets for finance leases   2,440     4,402  
Issuance of promissory note related to business combinations   1,820     1,580  
Conversion of convertible note related to business combination   700     2,800  
Issuance of Equity Shares related to business combinations and asset acquisitions   210     115  
Issuance of Equity Shares related to settlement of contingent consideration       4,647  
Issuance of promissory note related to settlement of contingent consideration       14,000  
Settlement of contingent consideration       37,713  
Capital expenditure for cultivation facility   2,467     1,764  
Extinguishment of construction finance liabilities for lease reclassification of cultivation facility   39,176      
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  
Reclassification of right-of-use assets to property, plant, and equipment due to exercise of repurchase option at lease expiration   5,597      
Retirement of Treasury Shares   8,987      
Issuance of warrants in connection with debt extinguishment   47,049      
Issuance of Equity Shares in connection with debt extinguishment   94,302      
     
Ayr Wellness Inc.
Unaudited Interim Consolidated Adjusted EBITDA and Gross Profit Reconciliation
(Expressed in United States Dollars, in thousands)
    Three Months Ended Nine Months Ended  
    September 30, 2024   September 30, 2023   September 30, 2024   September 30, 2023    
    $   $   $   $    
Loss from continuing operations (GAAP)   (17,444 ) (1,429 ) (27,082 ) (27,603 )  
             
Interest (within cost of goods sold “COGS”)   575   776   1,869   2,290    
Depreciation and amortization (from statement of cash flows)   21,151   22,019   65,008   68,812    
Acquisition and transaction costs   1,270   (1,182 ) 3,634   3,460    
Stock-based compensation, non-cash   8,794   3,410   15,696   13,417    
Impairment of assets   2,150     2,150      
Start-up costs1   4,762   2,909   10,638   8,871    
Other2   4,888   1,924   9,024   14,961    
    43,590   29,856   108,019   111,811    
             
Adjusted EBITDA from continuing operations (non-GAAP)   26,146   28,427   80,937   84,208    
             
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 Nine Months Ended  
    September 30, 2024   September 30, 2023   September 30, 2024   September 30, 2023    
    $   $   $   $    
Gross profit (GAAP)   43,012   48,131   140,833   153,060    
             
Interest (within COGS)   575   776   1,869   2,290    
Depreciation and amortization (within COGS)   9,119   10,109   28,892   29,422    
Start-up costs (within COGS)   3,102   1,295   6,258   4,305    
Other (within COGS)   4,567   196   5,886   5,773    
Adjusted Gross Profit from continuing operations (non-GAAP)   60,375   60,507   183,738   194,850    
             


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