Ayr Strategies Archives - Green Market Report

Debra BorchardtDebra BorchardtDecember 22, 2020


Ayr Strategies (OTCQX: AYRWF) is buying Liberty Health Sciences (OTC: LHSIF) in an all-stock deal valued at $290 million. In addition, Ayr said it was buying the membership interests in GSD NJ LLC, a licensed operator in New Jersey, for upfront consideration totaling $101 million. Including these and other pending transactions, Ayr said it will have operations in seven states covering 73 million people, which include four adult-use markets and three medical markets.

“Today’s announcements represent a transformational next step for Ayr as a leading multi-state operator in the U.S.,” said Jonathan Sandelman, Chairman and Chief Executive Officer of Ayr Strategies. “Our strategy has always been to go deep in the best markets, targeting attractive assets in limited-license states with large populations, where we can build a vertically integrated presence and have a significant edge. New Jersey will be a leading force in adult-use legalization in 2021, and we look forward to working with the regulators to ensure a safe and robust roll-out of the adult-use program. Florida has one of the country’s most robust and rapidly growing medical programs, and we are acquiring one of the largest operators in terms of store count.

Liberty Assets

In this transaction, Ayr will be getting Liberty’s 387-acre cultivation campus in Gainesville, FL with over 300,000 sq. ft. of current production facilities in operation; 28 open retail dispensaries, seven completed and ready-to-open dispensaries, and seven dispensaries currently under construction. Liberty currently employs 335 people, all of whom are expected to be retained by Ayr. Ayr said it plans to spend approximately $15 million in capital expenditures in 2021 to improve and expand the Gainesville cultivation campus, as well as expand Liberty’s dispensary footprint.

New Jersey Assets

In addition to Liberty, Ayr is buying licensed operator Garden State Dispensary, which is one of the 12 existing vertical license holders in the State of New Jersey and one of the state’s original six alternative treatment centers (ATCs). GSD has three open dispensaries, the largest footprint of any operator, at heavily trafficked highway locations throughout the central region of the state, as well as 30,000 sq. ft. of cultivation and production facilities in operation. An additional 75,000 sq. ft. is currently under construction. GSD currently employs 110 people, all of whom are expected to be retained by Ayr.

The company said that the total up-front consideration of $101 million includes $41 million in cash, $30 million in stock, and $30 million in the form of a promissory note. Earn-outs based on exceeding revenue target thresholds in 2022 will be capped at a maximum of $97 million and payable in a combination of cash, promissory notes, and exchangeable shares. Including the maximum earn-out consideration, the company estimates this represents a forward multiple of approximately 4x 2022 adjusted EBITDA.

Mr. Sandelman added, “Our assets are the most productive in the industry, and we intend to bring this same operational excellence to Florida and New Jersey. We see an incredible opportunity to elevate Liberty’s cultivation, product selection and dispensary experience to the level of quality, productivity, selection, and service we have consistently achieved in our existing markets with the deep bench of talent and know-how we already have in place. We are thrilled that our disciplined and targeted approach to expansion has enabled us to build this terrific footprint from a position of strength, with a team that consistently demonstrates operational excellence and great support from our debt and equity investors.”

StaffStaffDecember 11, 2020


Ayr Strategies

Ayr Strategies Inc. (OTCQX: AYRWF) closed on its previously announced offering of 12.5% Senior Secured Notes that will raise $110 million for the company. Ayr said it plans to use the proceeds from the issuance of the Notes, in addition to cash from the proceeds of in-the-money warrant exercise and cash from operations, to fund capital expenditures and the cash portion of pending and potential future acquisitions. Aur upsized the offering from the originally planned $75 million.

“This is an unprecedented time for Ayr. We are in the excellent position of being one of the few MSOs for whom capital is readily available, which is a major strategic advantage for us as we expand and grow. We were very pleased with the reception in the market for our corporate credit. Our premier debt offering, which was upsized nearly 50% from our initial size of $75 million due to substantial demand, combined with the proceeds from our in-the-money warrants and the cash we generate every day from operations, give us a war chest of over US$150 million in cash on our balance sheet. Our announced M&A pipeline is fully financed and we are in a great position to continue to invest in our current operations while we explore other opportunities for expansion,” said Jonathan Sandelman, Ayr’s CEO.

Canopy Growth

Canopy Growth Corporation  (NASDAQ: CGC) and Arise Bioscience Inc., a wholly-owned subsidiary of TerrAscend Corp. (OTCQX: TRSSF) engaged only in the legal sale of CBD products,  announced they have entered into a loan financing arrangement in the amount of $20 million pursuant to a secured debenture. In connection with the Loan, TerrAscend has issued 2,105,718 common share purchase warrants to the company. TerrAscend and Canopy Growth have had a long relationship with each other. Canopy Growth initially co-invested in TerrAscend in November 2017. On November 30, 2018, Canopy Growth announced the completion of a restructuring transaction with TerrAscend pursuant to which TerrAscend restructured its share capital by way of a plan of arrangement under the Business Corporations Act (Ontario). Subsequently, in March 2020, Canopy Growth loaned C$80.5 million to TerrAscend Canada Inc.

TerrAscend’s management continues to perform very well in high-growth, competitive markets. With this additional loan into TerrAscend’s Arise business unit, we are confident the team will continue to execute at a high level and that they are well-positioned to drive strong value creation for Canopy shareholders,” said David Klein, CEO, Canopy Growth.

Jason Ackerman, Chief Executive Officer and Executive Chairman of TerrAscend added, “I’d like to thank the Canopy Growth team for their ongoing support and investment as we scale our operations. I’m proud to consider them partners and look forward to continuing to execute on the opportunity ahead.”

StaffStaffNovember 4, 2020


Ayr Strategies (OTCQX: AYRSF) announced it is buying a vertically integrated operation in Arizona, including cultivation and processing facilities and three licensed dispensaries in a deal valued at $81 million. The deal will be made up of $10 million in cash, $41 million in stock (approximately 2.75 million shares priced at 10-day VWAP prior to announcement), and $30 million in seller notes. An additional 2 million shares may be payable upon the achievement of established cultivation targets through 2021 and 2022.

“Arizona has been a terrific medical market, third in the U.S. in terms of patient penetration at 3.4% and currently generating approximately $800 million in annual revenue. Yesterday, voters decided to make it a recreational use market as well. We are thrilled to be able to leverage our experience, talent, brands, and success in Nevada and Massachusetts to bring quality and choice to the Arizona market,” said Jonathan Sandelman, Chairman and Chief Executive Officer of Ayr. “In addition to great operating assets, we are bringing on great talent, adding 110 people to the Ayr team. Now in five states and highly cash-flow generative, we are positioning ourselves as one of the top multi-state operators in the U.S.”

The Arizona properties include three licensed dispensaries in greater Phoenix, two in Chandler and one in Glendale, a 10,000 ft licensed cultivation and processing facility in Chandler, and an 80,000 ft licensed cultivation facility under development in Phoenix. This acquisition puts Ayr Strategies in five key states. Including the pending transactions, Ayr will have operations in Massachusetts, Nevada, Pennsylvania, Ohio and Arizona.

Following the closing of the announced acquisitions in Arizona, Pennsylvania, and Ohio, Ayr will address a population of approximately 43 million people across five states. In total, the company said it will operate or provide services to 11 dispensaries, with eight further dispensary licenses expected to become operational in 2021, and over 140,000 ft of active cultivation and processing space, with the ability to expand to approximately 600,000 ft 2.

Mr. Sandelman continued, “Today’s announcements represent the next step in the disciplined and targeted expansion of our footprint. We’ve always looked to go deep in the best markets, targeting attractive assets in limited-license states with large populations, and where we can build a vertically integrated presence and continue adding to our deep talent pool. Importantly, it needs to be at the right price. This transaction allows us to enter a thriving and robust market at 3.7x 2021 estimated Adjusted EBITDA, generating significant value for our shareholders.”

Ayr Strategies is near the top of its 52-week high. Shares were lately selling at $14.88, not far from the year top of $15.60.

StaffStaffJuly 6, 2020


It’s time for your Daily Hit of cannabis financial news for July 6, 2020. 

On The Site

Fire & Flower 

The relationship between Fire & Flower Inc.  (OTCQX: FFLWF) and its strategic investor Alimentation Couche-Tard Inc. (OTC: ANCUF) had signaled that someday the convenience store chain Circle K would get involved with cannabis. It seems the day is getting closer as Fire & Flower announced the openings of its first two cannabis retail stores adjacent to Circle K locations in the province of Alberta. 

Fire & Flower’s plan is that it will gain from the high traffic at these Circle K locations that will be convenient for cannabis customers. The company said it believes it will maximize the benefit of the Spark Perks program and Spark Fastlane online ordering services at conveniently located stores. 

Havn Life 

Medical cannabis legalization is a fait accompli in thirty-three states and counting and eleven states have legalized recreational marijuana, suggesting a brighter horizon for other restricted plant medicines as well. Enter psychedelic mushrooms, otherwise known as Psilocybe spp., and Susan Chapelle, co-CEO of the newly-launched Havn Life, a company dedicated to developing a range of standardized, quality-controlled psilocybin products to be used by researchers. 

Chapelle (whose bio includes being the first female steel rigger in North America, a two-time elected politician, and boasts years spent lobbying for health policy change), launched Havn Life as part of a larger mission to build evidence-informed natural healthcare products that help people manage their own healthcare. 

In Other News 

Ayr Strategies 

Ayr Strategies Inc. (OTCQX: AYRSF) announced preliminary financial and operating results for the month of June and three months ended June 30, 2020. Revenue for June is expected to set an all-time monthly record at approximately $12.7 million, representing a 14% increase over the Q1 monthly average and a 46% increase over June 2019. Revenue for the second quarter is expected to be approximately $28.4 million, which represents a 15% decrease from the prior quarter due to COVID-related closures in April and May. 

“Despite the many challenges we faced during the second quarter, where our revenues fell essentially to zero at the beginning of April given the temporary regulatory restrictions in Nevada and Massachusetts, today’s preview of our Q2 2020 results shows our business is stronger than ever before,” said Ayr CEO Jon Sandelman. “In addition to increasing adjusted EBITDA and cash flow from operations for the quarter, we set monthly records in June for both revenue and adjusted EBITDA, as well as in income from operations.” 


Sunniva Inc. (OTCQB:SNNVF) said that its wholly owned subsidiary, 1167025 B.C. Ltd. (“1167025”) did not receive confirmation of the waiver of conditions on July 2, 2020 with respect to the previously announced sale of its property at Okanagan Falls, British Columbia, between 1167025 B.C. Ltd. and an independent real estate investment fund. As per the Sales Agreement, the failure to waive or fulfill any of the conditions will cause the contract to be terminated. On July 3, 2020, the Buyer advised the Company that it does not intend to proceed with the purchase of the property. 

Debra BorchardtDebra BorchardtMay 21, 2020


Ayr Strategies Inc. (OTCQX: AYRSF) reported that its revenue increased 4% sequentially in the first-quarter ending in March to $33.6 million. The company did note that sales began to decline in March due to the COVID-19 related closures. The company also reported a net income of $3.3 million after a foreign currency translation. The earnings per share were $0.06 basic and $0.05 diluted.

Ayr also made improvements on its loss from operations as it trimmed that number from a loss of $16.9 million in the fourth quarter to a loss of $4.9 million in the first quarter. The adjusted EBITDA was $8.4 million, which dropped from the fourth quarter’s $9.2 million due to the COVID closures.

Jonathan Sandelman, CEO of Ayr Strategies said,  “Although cannabis has been deemed an ‘essential business’, the regulators in Massachusetts and Nevada, where we currently operate, were among the few nationwide to place material restrictions on cannabis sales.  So unlike many cannabis companies in the U.S., our business faced headwinds.”

Ayr said in a statement that prior to the closures, sales through early March in Massachusetts and Nevada had been higher. In Massachusetts, the company redirected wholesale capacity into its retail stores, increased available inventory and average spend, promoted incentive programs to increase penetration of medical cards, and increased medical patient count. Nevada was subject to the disappearing tourist crowd. Ayr said it retooled its technology, rapidly implemented new software and an e-commerce oriented website, and launched digital marketing campaigns to support online sales in the state.

“Despite these limitations, in the first quarter we produced sequentially higher revenue and substantial adjusted EBITDA, and added material cash from operations to our balance sheet,” continued Sandelman.  “Since then, we have successfully accelerated our digital transformation initiatives, and we expect to exit the challenges presented by COVID a materially stronger business, as evidenced by the rebound in ticket size, transaction volume, and retail margins we are seeing thus far in May.”

At the end of the quarter, the company had cash and cash equivalents of $9.9 million, an 18% increase compared to $8.4 million of cash and cash equivalents on December 31, 2019.  However, the company does have total liabilities of $177 million and current liabilities of $40 million.

Looking Ahead

Massachusetts has said that recreational dispensaries can begin to resume sales on May 25. Ayr has said that its dispensary revenues are already tracking to over $1.8 million, 90% above January and February 2020 levels. The average daily revenues are currently over $59,000 and daily transaction volumes are over 300 with an average ticket size of $186 per transaction.

In Nevada, the average daily revenues are currently over $200k; daily transaction volumes over 2,400, with an average ticket of $84 per transaction; estimated gross margin levels just under 60%. May adjusted EBITDA in the state is tracking 3% above the record months of January and February 2020 despite lower revenues.

Guidance Removed

Sandelman did say that the company’s previous EBITDA guidance was no longer applicable due to the closures. The company had planned to begin recreational sales at its current medical dispensaries in Massachusetts, but the government closures meant they couldn’t get the approvals needed.

Sandelamn added, “While we are disappointed at the COVID-related delays in converting to adult-use sales in our dispensaries, we are confident that our high density, high traffic greater Boston locations will result in persistently strong retail sales opportunities when our stores convert to adult use.”

Canaccord Genuity analyst Bobby Burelson wrote recently, Given the company’s cash position and positive cash flows forecasted for this year despite headwinds, we continue to believe AYR is one of the best-positioned companies in the space to weather prolonged market headwinds. Additionally, as other operators in the space face capital challenges, we believe AYR will be positioned to complete strategic acquisitions at attractive multiples.” Burleson also pointed out that the company has completed three harvests from its expanded cultivation facility in Massachusetts and that the expansion should all for a fast ramp of additional wholesale activity once recreational sales come back on board.

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The Green Market Report focuses on the financial news of the rapidly growing cannabis industry. Our target approach filters out the daily noise and does a deep dive into the financial, business and economic side of the cannabis industry. Our team is cultivating the industry’s critical news into one source and providing open source insights and data analysis


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