• Q4 2021 Revenue of $111.8 Million, up 16% sequentially
  • Q4 2021 Adjusted EBITDA of $26.1 Million, flat sequentially
  • FY 2021 Revenue and Adjusted EBITDA of $357.6 Million and $98.0 Million, up 131% and 84% Year-over-Year, respectively
  • US GAAP Operating Loss of $13.8 Million and $56 Million for Q4 and FY 2021, respectively

MIAMI, March 17, 2022  — Ayr Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF) (“Ayr” or the “Company”), a vertically-integrated cannabis multi-state operator (MSO), is reporting financial results for the three and twelve months ended December 31, 2021. Unless otherwise noted, all results are presented in U.S. dollars.

Jonathan Sandelman, Founder, Chairman and CEO of Ayr, said, “2021 was a transformative year for Ayr, with outsized revenue and Adjusted EBITDA growth, and an expanded operating footprint bringing us from our two original states to seven leading cannabis markets, with an eighth pending acquisition close. We added 62 dispensaries and 8 cultivation facilities, while welcoming more than 1,600 teammates. Following this transformative year for our operating footprint, we are now squarely focused on making 2022 a transformative year for Ayr’s earnings power. The CapEx projects we began in 2021 are expected to begin generating revenue for us throughout 2022, leading to our expected significant second half ramp. While these projects have been delayed, we are proud of the extensive expansion our team has achieved through this global pandemic and supply chain crisis.”

“The talent that we have brought into our team and the culture we are strengthening every day continue to be the hidden assets on our balance sheet. Our teammates are all pulling in the same direction, driven by our collective goals of producing high-quality cannabis at scale, delivering remarkable experiences to our customers every day and being a force for good in our communities.”

Fourth Quarter Financial Highlights ($ in millions, excl. margin items)

Q4 20201 Q3 2021 Q4 2021 % Change
Q4/Q4
% Change
Q4/Q3
Revenue $47.8 $96.2 $111.8 133.9% 16.2%
Adjusted Gross Profit1 $28.7 $56.6 $63.3 120.6% 11.8%
Operating Income/(Loss) $6.7 $(8.9) $(13.9) NA NA
Adj. EBITDA1 $18.6 $26.0 $26.1 40.3% 0.4%
Adj. EBITDA Margin1 38.9% 27.0% 23.3% -1560bps -370bps

Full Year 2021 Financial Highlights ($ in millions, excl. margin items)

FY 20201 FY 2021 % Change
Y/Y
Revenue $155.1 $357.6 130.6%
Adjusted Gross Profit1 $91.7 $207.3 126.1%
Adjusted Gross Profit1 % 59.1% 58.0% -110bps
Operating Income/(Loss) $1.2 $(56.0) NM
Adj. EBITDA1 $53.4 $98.0 83.5%
Adj. EBITDA Margin1 34.4% 27.4% -700bps

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 reconciliation table appended to this release.

Fourth Quarter and Recent Highlights

  • Northeast
    • In the first quarter, the Company completed construction of its Boylston Street and Watertown adult-use dispensaries in Massachusetts, both of which are awaiting regulatory approval to open, with revenue from these dispensaries expected in the second quarter.
    • In the first quarter, the Company’s final Massachusetts cultivation expansion began the regulatory approval process, with sales from this cultivation facility expected to begin in the fourth quarter.
    • In the fourth quarter, the Company opened two new Pennsylvania dispensaries in Montgomeryville and Bryn Mawr.
    • Because additional cultivation capacity has come online ahead of expected adult-use demand in Pennsylvania, the Company has decided to defer its cultivation expansion plans in the state to align more closely with the expected timing of adult-use sales.
    • In the first quarter, the Company submitted required documentation to allow for adult-use sales at its three dispensaries in New Jersey and is awaiting regulatory approval for conversion.
    • In the fourth quarter, the Company completed the construction of its 75,000 sq. ft. cultivation facility in New Jersey, which is awaiting regulatory approval to open.
  • Southwest
    • In the fourth quarter, the Company completed construction of its 80,000 sq. ft. cultivation facility in Arizona, which is expected to begin generating revenue in the second quarter of 2022.
    • The Company continued to grow market share in Nevada to roughly 16% as of January 2022, maintaining strong retail sales despite the fact that the overall Nevada market declined according to BDSA.
    • Kynd premium flower has been the top selling flower brand in Nevada for 5 straight months.
  • Florida
    • In the first quarter, the Company has opened two additional retail stores bringing its total store count to 45.
    • As of the first quarter, the Company has doubled monthly revenues relative to the same period in the prior year.
    • Initiatives to refresh and expand genetics and improve plant health have resulted in first quarter to date 2022 yields of approximately 1,200 pounds per harvest, up from approximately 650 pounds per harvest in the first quarter of 2021.
    • As of the first quarter 2022, the Company’s Gainesville cultivation campus had 68 unique strains under cultivation, approximately half of which are available across Ayr’s Florida stores.
    • The Company recently added 40% more power capacity to its Gainesville cultivation site to further improve cultivation results.
    • The Company’s hoop houses are in the process of being re-planted with a new strategy better suited to the local weather environment, with the first harvest from the initial 5 acres now expected in the second quarter of 2022.

Recent M&A Highlights

  • On February 15, 2022, Ayr announced the closing of its acquisition of Cultivauna, LLC, the owner of Levia branded infused seltzers and water-soluble tinctures.
  • On February 7, 2022, Ayr announced regulatory approval of its Interim Management Services Agreement with Tahoe Hydroponics Company and related business NV Green, Inc., deepening the Company’s cultivation presence in Nevada and adding strong cultivation talent and an improved genetic bank to the Ayr portfolio.
  • On November 22, 2021 Ayr entered into a definitive agreement to acquire Gentle Ventures, LLC d/b/a Dispensary 33, in addition to the previously announced agreement to acquire Herbal Remedies Dispensaries, LLC , to establish a retail footprint in the state of Illinois. Both acquisitions are subject to customary closing conditions and regulatory approvals.
  • On October 4, 2021, Ayr closed its acquisition of PA Natural Medicine, LLC, which added three key dispensary locations in central Pennsylvania to the Company’s footprint, including the college towns of State College and Bloomsburg.

Financing and Capital Structure

  • On March 16, 2022, the Company entered into a $26.2 million mortgage loan agreement with a community bank with an annual interest rate of 4.625%.
  • During the fourth quarter, the Company repurchased approximately 573,000 subordinate voting shares as part of its stock repurchase program for a total of over CAD $11 million.
  • On November 12, 2021, the Company added approximately $147 million of cash to its balance sheet following the sale of Senior Secured Notes at a yield-to-maturity of 9.8%.
  • During the fourth quarter, the Company deployed approximately $123 million of capital expenditures and anticipates an additional $70 million of capital expenditures for 2022.
  • At December 31, 2021, there were approximately 70.7 million fully diluted sharesi outstanding based on a treasury method calculation as of that date.

i Excludes Ayr granted but unvested LTIP shares totaling 8.1 million.

Outlook:
Given prior construction delays and uncertain regulatory timelines regarding key revenue-generating initiatives, including regulatory approval for adult-use sales and cultivation expansions in both Massachusetts and New Jersey, the Company expects financial results in the first half of 2022 to remain relatively flat, in-line with industry trends, followed by a step-function in growth beginning in Q3 2022 and continuing through Q4 2022.

Assuming the Company receives these regulatory approvals sufficiently early in Q3 2022, the Company anticipates an annualized run-rate of $250 million of Adjusted EBITDA, $100 million of operating income and $800 million of revenue for Q4 2022.

The Company’s expectations for future results are based on the assumptions and risks detailed in its MD&A for the period ending December 31, 2021 as filed on SEDAR.

Financial Statements
Certain financial information reported in this news release is extracted from Ayr’s Consolidated Financial Statements for the year ended December 31, 2021 and 2020. Ayr files its financial statements on SEDAR and with the SEC. All financial information contained in this news release is qualified in its entirety by reference to such financial statements and MD&A.

Definition 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 from operations, as reported under GAAP, before interest and tax, adjusted to exclude non-core costs, other non-cash items, including depreciation and amortization, and further adjusted to remove non-cash stock-based compensation, the accounting for the incremental costs to acquire cannabis inventory in a business combination, acquisition related costs, and start-up costs.

Adjusted Gross Profit

“Adjusted Gross Profit” represents gross profit, as reported, adjusted to exclude the accounting for the incremental costs to acquire cannabis inventory in a business combination, interest, depreciation and amortization, and start-up costs.

A reconciliation of how Ayr calculates Adjusted EBITDA and Adjusted Gross Profit is provided in the tables appended below. Additional reconciliations of Adjusted EBITDA, Adjust Gross Profit and other disclosures concerning non-GAAP measures are provided in our MD&A for the three and twelve months ended December 31, 2021.

Additional Information

For more information about the Company’s 2021 operations and outlook, please view Ayr’s corporate presentation posted in the Investors section of the Company’s website at www.ayrwellness.com.

About Ayr Wellness Inc.

Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator, focused on delivering the highest quality cannabis products and customer experience throughout its footprint. Based on the belief that everything starts with the quality of the plant, the Company is focused on superior cultivation to grow superior branded cannabis products. Ayr strives to enrich consumers’ experience every day through the wellness and wonder of cannabis.

Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they touch. For more information, please visit www.ayrwellness.com.

Ayr Wellness Inc. (formerly Ayr Strategies Inc.)
Unaudited Consolidated Balance Sheets
(Expressed in United States Dollars, Except Number of Shares)

  Year Ended
  December 31, 2021 December 31, 2020
ASSETS  
Current
  Cash $ 154,342,201 $ 127,238,165
  Accounts receivable, net 7,412,906 3,464,401
  Due from related parties 135,000
  Inventory, net 93,362,985 22,919,605
  Prepaid expenses, deposits, & other current assets 10,949,349 5,270,381
  $ 266,067,441 $ 159,027,552
Non-current  
  Property, plant, & equipment, net 275,222,166 69,104,080
  Intangible assets, net 978,915,457 252,357,677
  Right-of-use assets – operating 88,720,082 22,546,256
  Right-of-use assets – finance, net 17,527,126 877,310
  Goodwill 229,909,562 57,963,360
  Equity investments 503,509
  Deposits & other assets 3,550,039 2,540,674
Total assets $ 1,859,911,873 $ 564,920,418
   
LIABILITIES & SHAREHOLDERS’ EQUITY  
Liabilities  
Current  
  Trade payables $ 26,983,181 $ 8,899,786
  Accrued liabilities 32,723,734 8,706,813
  Lease liabilities – operating – current portion 4,195,672 740,864
  Lease liabilities – finance – current portion 3,185,460 125,440
  Contingent consideration – current portion 39,868,080
  Purchase consideration payable 811,586 9,053,057
  Income tax payable 28,914,949 21,379,351
  Debts payable – current portion 8,111,723 8,644,633
  Accrued interest payable – current portion 7,541,634
  $ 152,336,019 $ 57,549,944
Non-current  
  Deferred tax liabilities 70,081,319 14,677,991
  Lease liabilities – operating – non-current portion 87,767,033 23,474,726
  Lease liabilities – finance – non-current portion 9,406,202 446,585
  Contingent consideration – non-current portion 145,653,870 22,961,411
  Debts payable – non-current portion 125,745,888 53,587,948
  Senior secured notes, net of debt issuance costs – non-current portion 245,407,822 103,652,963
  Accrued interest payable – non-current portion 3,451,016 3,301,155
Total liabilities $ 839,849,169 $ 279,652,723
Commitments and contingencies  
   
Shareholders’ equity  
  Multiple Voting Shares: no par value, unlimited authorized.
Issued & outstanding – 3,696,486 shares
  Subordinate, Restricted, & Limited Voting Shares: no par value, unlimited authorized.
Issued & outstanding – 56,337,175 & 28,873,641 shares, respectively
  Exchangeable Shares: no par value, unlimited authorized.
Issued & outstanding – 7,368,285 & 2,127,543 shares, respectively
  Additional paid-in capital 1,289,827,092 530,808,494
  Treasury stock – 568,300 & 63,800 shares, respectively (7,828,037 ) (556,899 )
  Accumulated other comprehensive income 3,265,610 3,265,610
  Deficit (265,201,961 ) (248,249,510 )
Total shareholders’ equity $ 1,020,062,704 $ 285,267,695
Total liabilities & shareholders’ equity $ 1,859,911,873 $ 564,920,418


Ayr Wellness Inc. (formerly Ayr Strategies Inc.)

Unaudited Consolidated Statements of Operations
(Expressed in United States Dollars, Except Number of Shares)

Three Months Ended Year Ended
December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
Revenues, net of discounts $ 111,769,021 $ 47,764,775 $ 357,608,311 $ 155,114,454
Cost of goods sold excluding fair value items 58,079,456 20,236,777 175,646,346 66,355,014
Incremental costs to acquire cannabis inventory in a business combination 2,452,956 43,863,688
Cost of goods sold $ 60,532,412 $ 20,236,777 $ 219,510,034 $ 66,355,014
Gross profit $ 51,236,609 $ 27,527,998 $ 138,098,277 $ 88,759,440
Operating expenses
General and administrative 44,257,487 15,037,287 136,744,916 69,583,293
Sales and marketing 3,266,551 563,687 7,699,986 2,150,536
Depreciation and amortization 729,013 299,602 1,997,185 829,745
Amortization on intangible assets 13,004,905 3,028,715 38,661,734 12,024,715
Acquisition expense 3,837,321 1,890,427 9,001,683 2,945,194
Total operating expenses $ 65,095,277 $ 20,819,718 $ 194,105,504 $ 87,533,483
(Loss) Income from operations $ (13,858,668 ) $ 6,708,280 $ (56,007,227 ) $ 1,225,957
Other income (expense)
Share of loss on equity investments (2,208 ) (31,670 ) (33,591 )
Foreign exchange (1,530 ) 1,256 (62,714 ) (7,783 )
Fair value gain (loss) on financial liabilities 52,947,305 782,846 83,759,057 (529,555 )
Interest expense, net (5,697,665 ) (1,618,557 ) (16,549,836 ) (3,203,097 )
Interest income 42,971 5,624 203,587 10,112
Other, net (18,460 ) 997,263 19,971
Total other income (expense) $ 47,272,621 $ (831,039 ) $ 68,315,687 $ (3,743,943 )
Income (Loss) before taxes $ 33,413,953 $ 5,877,241 $ 12,308,460 $ (2,517,986 )
Income Taxes
Current tax provision (15,834,205 ) (6,780,890 ) (45,820,250 ) (21,770,590 )
Deferred tax benefit (provision) 6,206,452 (48,194 ) 16,559,339 (316,873 )
Total income taxes $ (9,627,753 ) $ (6,829,084 ) $ (29,260,911 ) $ (22,087,463 )
Net income (loss) $ 23,786,200 $ (951,843 ) $ (16,952,451 ) $ (24,605,449 )
Basic and diluted earnings (loss) per share $ 0.35 $ (0.03 ) $ (0.30 ) $ (0.88 )
Weighted average number of shares outstanding (basic and diluted) 67,352,419 29,814,594 57,329,350 27,892,441


Ayr Wellness Inc. (formerly Ayr Strategies Inc.)

Unaudited Consolidated Statements of Cash Flows
(Expressed in United States Dollars, Except Number of Shares)

  Year Ended
  December 31, 2021 December 31, 2020
Operating activities
Net loss $ (16,952,451 ) $ (24,605,449 )
Adjustments for:  
Net fair value (gain) loss on financial liabilities (83,759,057 ) 529,555
Stock-based compensation 27,155,214 31,156,759
Depreciation and amortization 8,125,151 2,812,028
Amortization on intangible assets 50,708,958 13,716,502
Share of loss on equity investments 31,670 33,591
Gain on disposal of equity investments (177,926 )
Incremental costs to acquire cannabis inventory in a business combination 43,863,688
Loss on disposal of property, plant, and equipment 50,483
Deferred tax (benefit) expense (16,559,339 ) 316,873
Amortization on financing costs 1,744,520 90,858
Amortization on financing premium (402,376 )
Changes in operating assets and liabilities, net of business acquisition:  
Accounts receivable (3,916,018 ) (843,162 )
Inventory (50,956,053 ) (8,876,748 )
Prepaid expenses and other current assets (2,325,897 ) (2,529,211 )
Trade payables (1,429,713 ) 1,616,253
Accrued liabilities 7,942,658 3,274,488
Interest accrued 1,446,358 2,214,061
Lease liabilities – operating 1,911,974 200,913
Income tax payable 5,717,078 16,176,408
Cash (used in) provided by operating activities (27,781,078 ) 35,283,719
   
Investing activities  
Purchase of property, plant, and equipment (100,002,729 ) (14,367,690 )
Purchases of intangible assets (400,000 )
Cash paid for business combinations and asset acquisitions, net of cash acquired (92,270,242 ) (35,174,880 )
Cash paid for business combinations and asset acquisitions, bridge financing (22,750,176 ) (8,040,804 )
Cash paid for business combinations and asset acquisitions, working capital (4,359,040 ) (2,354,375 )
Payments for interests in equity accounted investments (81,609 ) (109,700 )
Cash received in disposal of equity investment 1,000,000
Payments made by (advances to) related corporation 135,000 (50,000 )
Cash paid for bridge financing (1,200,000 )
Deposits for business combinations (100,000 ) (1,750,000 )
Cash used in investing activities (219,628,796 ) (62,247,449 )
   
Financing activities  
Proceeds from exercise of Warrants 55,691,685 48,489,148
Proceeds from exercise of options 314,915
Proceeds from equity offering, net of expenses 118,052,400
Proceeds from senior secured notes, net of financing costs 148,647,037 103,571,105
Payments of financing costs (2,142,242 )
Tax withholding on stock-based compensation awards (28,536,340 )
Repayments of debts payable (8,749,327 ) (5,615,225 )
Repayments of lease liabilities – finance (principal portion) (6,948,895 ) (334,899 )
Repurchase of Subordinate Shares (1,815,323 ) (311,430 )
Cash provided by financing activities 274,513,910 145,798,699
   
Net increase in cash 27,104,036 118,834,969
Cash, beginning of the period 127,238,165 8,403,196
Cash, end of the period 154,342,201 127,238,165
   
Supplemental disclosure of cash flow information:  
Interest paid during the period 14,243,886 1,102,193
Income taxes paid during the period 41,303,039 5,594,182
Non-cash investing and financing activities:  
Recognition of right-of-use assets for operating leases 68,577,580 12,295,919
Recognition of right-of-use assets for finance leases 18,576,445 906,924
Issuance of Subordinate Shares related to business combinations, asset acquisitions, and make-whole provision 576,195,758 30,825,012
Issuance of Subordinate Shares related to equity component of debt 7,429,389
Repurchase of Subordinate Shares 7,193,155

Ayr Wellness Inc. (formerly Ayr Strategies Inc.)
Unaudited Consolidated Adjusted EBITDA Reconciliation
(Expressed in United States Dollars)

Three Months Ended December 31, Year Ended December 31,
2021 2020   2021 2020
(Loss) income from operations (GAAP) $ (13,858,668 ) $ 6,708,280 $ (56,007,227 ) $ 1,225,957
Non-cash items accounting for inventory
Incremental costs to acquire cannabis inventory in business combination 2,452,956 43,863,688
Interest (within cost of goods sold “COGS”) 486,228 119,092 1,407,507 475,447
Depreciation and amortization (from statement of cash flows) 21,009,444 4,496,380 58,834,109 16,528,530
Acquisition costs 3,837,321 1,890,427 9,001,683 2,945,194
Stock-based compensation, non-cash 6,766,808 5,207,203 27,155,214 31,156,759
Start-up costs1 3,593,796 10,030,921
Other2 1,847,817 182,343 3,688,329 1,089,912
37,541,414 11,895,445 110,117,763 52,195,842
Adjusted EBITDA (non-GAAP) 26,135,702 18,603,725   97,974,224 53,421,799
Three Months Ended December 31, Year Ended December 31,
2021 2020 2021 2020
Gross Profit (GAAP) $ 51,236,609 $ 27,527,998 $ 138,098,277 $ 88,759,440
Incremental costs to acquire cannabis inventory in business combination 2,452,956 43,863,688
Interest (within COGS) 486,228 119,092 1,407,507 475,447
Depreciation and amortization (within COGS) 7,275,526 1,034,387 18,175,191 2,506,007
Start-up costs (within COGS) 1,875,209 5,708,910
12,089,919 1,153,479 69,155,296 2,981,454
Adjusted Gross Profit (non-GAAP) 63,326,528 28,681,477 207,253,573 91,740,894

1 These are set-up costs to prepare a location for its intended use. Start-up costs are expensed as incurred and are not indicative of ongoing operations
2 Other non-operating adjustments associated with non-core costs

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