Ayr Wellness Inc.

CIK:0001847462|SEC Filings

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Consolidated Statements of Operations
Revenues, net of discounts	$ 463,633	$ 463,630
Cost of goods sold	286,952	261,188
Gross profit	176,681	202,442
Operating expenses
Selling, general, and administrative	167,134	177,800
Impairment of goodwill and other assets	118,113	6,320
Depreciation and amortization	48,061	51,364
Acquisition and transaction costs	4,358	4,080
Total operating expenses	337,666	239,564
Loss from continuing operations	(160,985)	(37,122)
Other income (expense), net
Fair value gain on financial liabilities, net	0	23,023
Loss on the extinguishment of debt	(79,172)	0
Loss on sale of assets	(3,665)	(91)
Interest expense, net	(78,258)	(39,403)
Interest income	323	743
Other income, net	2,671	7,094
Total other (expense) income, net	(158,101)	(8,634)
Loss from continuing operations before income taxes and noncontrolling interest	(319,086)	(45,756)
Income taxes
Current tax provision	(57,474)	(54,839)
Deferred tax benefit	14,200	7,448
Total income taxes	(43,274)	(47,391)
Net loss from continuing operations	(362,360)	(93,147)
Discontinued operations
Loss from discontinued operations, net of taxes (including loss on disposal of $182,464 for the year ended December 31, 2023)	0	(186,353)
Loss from discontinued operations	0	(186,353)
Net loss	(362,360)	(279,500)
Net loss attributable to noncontrolling interest	(3,051)	(7,067)
Net loss attributable to Ayr Wellness Inc.	$ (359,309)	$ (272,433)
Basic and diluted net loss per share
Continuing operations - basic	$ (3.24)	$ (1.16)
Continuing operations - diluted	(3.24)	(1.16)
Discontinued operations - basic	0	(2.52)
Discontinued operations - diluted		(2.52)
Basic net loss per share	(3.24)	(3.68)
Diluted net loss per share	$ (3.24)	$ (3.68)
Weighted average number of shares outstanding (basic)	110,832	74,096
Weighted average number of shares outstanding (diluted)	110,832	74,096

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating activities
Consolidated net loss	$ (362,360)	$ (279,500)
Less: Loss from discontinued operations	0	(3,889)
Net loss from continuing operations before noncontrolling interest	(362,360)	(275,611)
Adjustments for:
Fair value gain on financial liabilities	0	(23,023)
Stock-based compensation	17,982	16,412
Shares issued for consulting services	0	79
Depreciation and amortization	28,230	32,303
Amortization of intangible assets	58,072	58,646
Amortization of financing costs	20,930	2,341
Amortization of financing discount	7,696	0
Amortization of financing premium	(53)	(3,018)
Provision for credit losses	1,006	0
Employee retention credits recorded in other income	(318)	(5,238)
Impairment of goodwill and other assets	118,113	6,320
Deferred tax (benefit) expense	(14,200)	(7,448)
Loss on sale of assets	3,665	91
Loss on the extinguishment of debt	79,172	0
Loss on the disposal of Arizona business	0	182,464
Changes in operating assets and liabilities:
Accounts receivable	(741)	(6,053)
Inventory	(6,763)	(6,252)
Prepaid expenses, deposits, and other current assets	5,424	(657)
Trade payables	4,703	(296)
Accrued liabilities	(6,617)	2,804
Accrued interest payable, current and non-current portions	(632)	(42)
Lease liabilities - operating	5,204	2,712
Income tax payable	(85,600)	47,848
Uncertain tax position liabilities	136,719	0
Cash provided by continuing operations	9,632	24,382
Cash provided by discontinued operations	0	2,783
Cash provided by operating activities	9,632	27,165
Investing activities
Purchase of property, plant, and equipment	(17,716)	(27,697)
Capitalized interest	(6,428)	(9,981)
Proceeds from the sale of assets	2,955	0
Cash paid for business combinations and asset acquisitions, net of cash acquired	0	(1,500)
Cash paid for business combinations and asset acquisitions, working capital	0	(2,600)
Cash paid for bridge financing	0	(73)
Purchase of intangible asset	(625)	(1,925)
Cash used in investing activities from continuing operations	(21,814)	(43,776)
Proceeds from sale of Arizona business - discontinued operation	0	18,084
Cash received for working capital - discontinued operations	0	1,583
Cash used in investing activities of discontinued operations	0	(44)
Cash used in investing activities	(21,814)	(24,153)
Financing activities
Proceeds from exercise of warrants	27	0
Proceeds from notes payable	40,000	10,665
Proceeds from financing transaction, net of financing costs	8,309	39,100
Debt issuance costs paid	(9,216)	(9,049)
Payment for settlement of contingent consideration	(10,094)	(10,475)
Tax withholding on stock-based compensation awards	(283)	(366)
Repayments of debts payable	(22,242)	(52,029)
Repayments of lease liabilities - finance (principal portion)	(9,603)	(10,608)
Cash used in financing activities by continuing operations	(3,102)	(32,762)
Cash used in financing activities from discontinued operations	0	(124)
Cash used in financing activities	(3,102)	(32,886)
Net decrease in cash and cash equivalents and restricted cash	(15,284)	(29,874)
Cash, cash equivalents and restricted cash at beginning of the period	50,766	76,827
Cash included in assets held-for-sale	0	3,813
Cash, cash equivalents and restricted cash at end of the period	35,482	50,766
Supplemental disclosure of cash flow information:
Interest paid during the period, net	58,252	49,914
Income taxes paid during the period, net	6,405	7,078
Non-cash investing and financing activities:
Recognition of right-of-use assets for operating leases	58,483	19,184
Recognition of right-of-use assets for finance leases	3,150	5,470
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	0	4,647
Issuance of promissory note related to settlement of contingent consideration	0	14,000
Settlement of contingent consideration	0	38,420
Capital expenditure for cultivation facility	13,233	2,024
Extinguishment of construction finance liabilities for lease reclassification of cultivation facility	39,176	0
Extinguishment of note payable related to sale of Arizona business	0	22,505
Extinguishment of accrued interest payable related to sale of Arizona business	0	1,165
Reduction of lease liabilities related to sale of Arizona business	0	16,734
Reduction of right-of-use assets related to sale of Arizona business	0	16,739
Reclassification of right-of-use assets to property, plant, and equipment due to exercise of repurchase option at lease expiration	7,976	0
Retirement of Treasury Shares	8,987	0
Issuance of warrants in connection with debt extinguishment	47,049	0
Issuance of Equity Shares in connection with debt extinguishment	$ 94,302	$ 0

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current
Cash, cash equivalents and restricted cash	$ 35,482	$ 50,766
Accounts receivable, net	13,226	13,491
Inventory	112,558	106,093
Prepaid expenses, deposits, and other current assets	6,120	22,032
Asset held for sale	7,770	16,210
Total Current Assets	175,156	208,592
Non-current
Property, plant, and equipment, net	277,749	310,379
Intangible assets, net	616,661	673,745
Right-of-use assets - operating, net	164,260	126,131
Right-of-use assets - finance, net	27,644	40,671
Goodwill	0	94,108
Deposits and other assets	7,689	6,229
TOTAL ASSETS	1,269,159	1,459,855
Current
Trade payables	30,892	24,036
Accrued liabilities	27,022	40,836
Lease liabilities - operating - current portion	11,763	9,582
Lease liabilities - finance - current portion	5,385	9,789
Income tax payable	2,406	87,951
Debts payable - current portion	24,828	23,152
Accrued interest payable - current portion	1,249	1,983
Liabilities held for sale	5,774	3,850
Total Current Liabilities	109,319	201,179
Non-current
Deferred tax liabilities, net	50,763	64,965
Uncertain tax position liabilities	136,719	0
Lease liabilities - operating - non-current portion	179,602	125,038
Lease liabilities - finance - non-current portion	14,661	18,007
Construction finance liabilities	0	38,205
Long-term debts payable, net	385,646	411,306
Accrued interest payable - non-current portion	5,632	5,530
Other long- term liabilities	21,967	24,973
TOTAL LIABILITIES	904,309	889,203
Commitments and contingencies
Shareholders' equity
Additional paid-in capital	1,518,670	1,370,600
Treasury stock - nil and 645,300 shares, respectively	0	(8,987)
Accumulated other comprehensive income	3,266	3,266
Accumulated deficit	(1,142,410)	(783,101)
Equity of Ayr Wellness Inc.	379,526	581,778
Noncontrolling interest	(14,676)	(11,126)
TOTAL SHAREHOLDERS' EQUITY	364,850	570,652
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,269,159	1,459,855
Multiple Voting Shares
Shareholders' equity
Shares	0	0
Subordinate, Restricted, and Limited Voting Shares
Shareholders' equity
Shares	0	0
Exchangeable Shares
Shareholders' equity
Shares	$ 0	$ 0