CSE:AYR.A | OTC:AYRWF - December 2021 - cloudfront.net
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CSE:AYR.A | OTC:AYRWF December 2021
safe harbor
Disclaimer
This document is for informational purposes only and should not be considered a recommendation to purchase, sell or hold a security. This document does not constitute an offering memorandum or an offer or solicitation in any province or territory or other jurisdiction.
An annual information form dated March 17, 2021 (the “AIF”), a management information circular dated May 27, 2021 (the “Circular”), an amended and restated short form base shelf prospectus dated February 24, 2021 (the “Shelf Prospectus”) and subsequent financial
and material change reports have been filed containing important information relating to Ayr Wellness Inc. (“Ayr” or the “Company”) with the securities regulatory authorities in each of the provinces and territories of Canada and are available at www.sedar.com and on
Ayr’s website at www.ayrwellness.com.
No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise. This document does not provide full disclosure of all material facts relating to the securities described herein. Investors should read the AIF, the
Circular, the Base Shelf Prospectus and any amendments, and subsequent financial and material change reports, for disclosure of those facts, especially risk factors relating to the securities.
Forward-Looking Statements
Certain information contained in this document may be forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “target”, “expect”, “anticipate”, “believe”,
“foresee”, “could”, “would”, “estimate”, “goal”, “outlook”, “intend”, “plan”, “seek”, “will”, “may”, “tracking”, “pacing” and “should” and similar expressions or words suggesting future outcomes. This document includes forward-looking information and statements pertaining to,
among other things, Ayr’s future growth plans. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements, including, but not limited
to: anticipated strategic, operational and competitive benefits may not be realized; events or series of events, including in connection with COVID-19, may cause business interruptions; required regulatory approvals may not be obtained; acquisitions may not be able to
be completed on satisfactory terms or at all; and Ayr may not be able to raise additional debt or equity capital. Among other things, Ayr has assumed that its businesses will operate as anticipated, that it will be able to complete acquisitions on reasonable terms, and
that all required regulatory approvals will be obtained on satisfactory terms and within expected time frames. However, these assumptions may prove incorrect and there may be other factors that cause results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these statements. Cautionary Note
Regarding United States Securities Laws.
Cautionary Note Regarding United States Securities Laws
This presentation does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Ayr, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. The securities of Ayr have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the
account or benefit of, “U.S. persons”, as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
Definition & Reconciliation of Non-GAAP Measures
Ayr reports certain non-GAAP measures that are used to evaluate its performance and the performance of its business segments, as well as to manage its capital structure. 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 directly comparable GAAP measure.
Adjusted EBITDA
Adjusted EBITDA represents loss from operations, as reported, before interest and tax, adjusted to exclude non-recurring items, 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.
Please see the Appendix for an illustration of Ayr’s calculation of Adjusted EBITDA and reconciliation to GAAP figures.
Assumptions & Risks
Forward-looking information in this presentation is subject to the assumptions and risks as described in our MD&A for the three months and nine months ended September 30, 2021 and our news release dated November 22, 2021.
© 2021 AYR Wellness Inc. • CSE:AYR.A | OTC:AYRWF
2
create wonder
At AYR Wellness, it all starts with the plant.
Our mission to cultivate the finest quality cannabis at scale is driven by our
belief in the power and potential of the cannabis plant.
With a vision to be a force for good in all we do, our portfolio of products and
brands are built on a deep understanding of the needs & desires of our
consumers and the values and beliefs of our communities.
We are pioneers with a shared purpose to cultivate wellness and create
wonder and we believe that when we all lean in together, we can build a better
future for ourselves and for our world.
© 2021 AYR Wellness Inc. • CSE:AYR.A | OTC:AYRWF
3
premier cannabis co in 8 key markets1
On track to be the largest scale producer of high-quality
cannabis in the U.S. – because everything starts with the plant
Delivering affordable luxury with leading brands including
Kynd flower, Origyn extracts, STiX Preroll, and Levia1
infused seltzer
MA
Strong growth profile with expected Revenue increasing at
100%+ Y/Y through 2022 – 6 of 8 states contributing over PA NJ
$100m of 2022 expected Revenue OH
NV IL
Exceptional footprint with 5 adult-use states and
addressable population of over 85 million people
671 open dispensaries → 95 expected by YE 2022 AZ
Over 2,150 employees
FL
557K sq. ft. of cultivation and production facilities
currently → 1.2+ million sq. ft. by YE 2022
Medical Markets Adult-Use Markets Pending M&A
1) Pending closing of announced acquisitions
4
key 2021-22 growth drivers
Pennsylvania Arizona Massachusetts Florida New Jersey
Retail Revenue Retail Revenue Retail Revenue Retail Revenue Retail Revenue
• 7 stores open • 3 stores open • 3 adult-use stores • 42 stores currently • 3 medical stores open
• 9 stores by end of 1Q22 • Adult-use sales ramping open in 1Q22 • 65 stores by end of 2022 • Adult-use in 2Q22
Wholesale Revenue Wholesale Revenue Wholesale Revenue Cultivation Improvements Wholesale Revenue
& Margin Improvement & Margin Improvement To Drive Store Productivity
• 83,000 sq. ft. on-line • 10,000 sq. ft. on-line • Additional 100,000 sq. ft. • Steady, gradual improvement • Phase 1 of additional
• Facility expansion of • 80,000 sq. ft. indoor facility facility comes on-line in cultivation yields and retail 76,000 sq. ft. facility
additional 37,000 sq. ft. in complete in 4Q21 with revenue in 3Q22 throughput in 2022 comes on-line in 2Q22
2H 2022 coming on-line in 2Q22 • Remediation of 300,000 sq. ft.
existing facility
• 10 acres of hoop house come
on-line in 1Q22, followed by an
additional 10 acres in 2Q22
• Edibles, concentrates and
other product launches
5
annualized production capacity by quarter
1,000
900
$855M
800
$757M
700
600
500
$440M
$426M
400
323K
292K
300
$250M
200 168K 177K
96K
100
0
4Q21 1Q22 2Q22 3Q22 4Q22
Source: Ayr internal operational and financial projections
*Based on 4Q21 average wholesale price per pound
Annualized Biomass Capacity (thousands, lbs) Annual Wholesale Revenue Equivalent ($ millions)
6
ayr’s footprint summary (pro-forma) 1
MA NJ PA OH FL AZ NV IL Total
Population2 6.9 M 9.2 M 12.8 M 11.7 M 21.9 M 7.5 M 3.1 M 12.6 M 85.7 M
5 Adult-Use
Adult-Use or Medical Adult-Use Adult-Use Medical Medical Medical Adult-Use Adult-Use Adult-Use
3 Medical
Est. 2022 Market Size3 $1.4 B $1 B $750 M $500 M $1.8 B $1.6 B $1 B $1.3 B $9.4 B
Dispensaries:
2 → 44 3 7→9 - 42 → 655 3 6 4 → 56 67 → 95
Current → YE 2022
Miami
Pittsburgh Las Vegas Chicago
Key Retail Markets Greater Boston Central NJ - Tampa Phoenix -
Philadelphia Reno Quincy
Orlando
Cultivation & Production Facilities:
50K → 142K 24K → 100K 83K → 120K 9K → 67K 308K → 622K 10K → 90K 73K→ 106K NA 557K → 1,200K+
Current → YE 2022 sq. ft.
Biomass Production Capacity:
Current → YE 2022 lbs/yr 16K → 70K 4K → 50K 15K → 45K 0 → 10K 37K → 90K 10K → 35K 14K → 20K NA 96K → 320K+
Employees 265 110 350 25 555 185 560 100 ~2,150
Planned Cap Exp
~$24 M ~$12 M ~$27 M ~$33 M ~$32 M ~$3 M
current company snapshot
Exceptional growth profile with Revenue increasing over 100% Y/Y into 2022, supported by
solid margin structure and some of the best operating metrics in the industry
1
Strong Balance
$384M $104M 1
Avg. Basket Sheet
3Q21 Annual Revenue run rate 3Q21 Annual AEBITDA run rate NV $57 • MA $153 • PA $143 $209M cash2
FL $78 • AZ $79 • NJ $190 1.8x Net Debt : EBITDA
No sale-leasebacks
557K+ ~11,000 67 350+
Cultivation & production Daily transaction count Dispensaries open3 Wholesale licensed dispensaries
facilities sq. ft. with Ayr products
1) Based on 3Q21 Revenue of $96 million and AEBITDA of $26 million
2) Pro-forma: cash balance as of September 30, 2021 was $94M, company paid $35M upon closing of PANM on October 1, 2021, and rais ed additional $150M in
senior notes November 12, 2021
3) Includes pro-forma Illinois acquisitions
8
ayr national brand portfolio
power
flower concentrate vape edible beverage retail
core
Pending closing of Levia acquisition
9
Power Brand: Whole Flower
Our Brand Promise
For All Humankynd
Our Brand POV
Kynd exists to cultivate the finest flower — and the finest culture. We
believe in perpetual progress, unwavering passion, and
unparalleled perfection.
We believe in premium genetics for all. That the power of our
conviction thrives in every plant, product, and Kynd person.
We value inclusivity. We celebrate our diverse and expert
community. We raise standards in the industry by cultivating both
superior strains and an inspirational culture.
We are committed to minimizing our ecological footprint while
maximizing our positive impact. Together, we will create a better
world for all humankynd.
entry expert value premiumPower Brand: Concentrates & Vapes
Our Brand Promise
Better From The Beginning
Our Brand POV
At Origyn, we meticulously blend innovative genetic techniques with
our deep-rooted reverence to harness—and heighten—each strain’s
unique and superior characteristics.
We use our unparalleled proprietary method to extract the purest,
most potent traits while eliminating any unwanted additives.
Because it’s only when superior plants, superior talents, and superior
techniques come together, that 'purefection' can truly happen.
entry expert value premiumPower Brand: Infused THC Beverages & Tinctures
Our Brand Promise
Elevated Experiences
Our Brand POV
Rooted in simple, delicious, all-natural ingredients, LEVIA cannabis-
infused seltzers and tinctures are the new way to rise when you
imbibe.
Our proprietary process delivers crisp and refreshing cannabis-
infused drinks with zero calories and sugar. So you can enjoy a
better tasting, better-for-you, buzz.
Enliven your day, chill your nights and raise your spirits. — one soul-
lifting sip at a time.
Pending closing of Levia acquisition
entry expert value premiumPower Brand: Pre-rolls & Infused Pre-rolls
Our Brand Promise
Spark Adventure
Our Brand POV
Stix Preroll Co. believes that carrying fewer things leads to fuller
escapes. So we created compact and convenient pre-rolls to fire up
on the spot without a second thought.
Our premium cannabis is expertly rolled by one of only four industry-
leading machines in the world to ensure a super smooth delivery
that burns perfectly.
No messes. No stresses. No potency guesses. Pick up some Stix and
blaze your own trail.
entry expert value premiumNational Core Brand: Flower
Our Brand Promise
Wander Freely
Our Brand POV
At Road Tripper, we believe that the journey is the destination and
good times are just around the corner.
In a frenetic world that too often exceeds the speed limit, Road
Tripper offers the perfect off-ramp: high-quality, feel-good flower for
those that want to put life in park and just chill.
So, grab your buds and find your highway. Look to the horizon—and
wander freely.
entry expert value premiumNational Core Brand: Concentrates
Our Brand Promise
The Clear Choice
Our Brand POV
Welcome to potent formulations, faster onset, and stronger effects.
Created exclusively for the passionate consumers who find their
happiness in the Haze.
Whether you crave live resin or gorgeously golden shatter, HAZE is
the ultimate heavy hitter for the hard-core concentrate consumer.
Serving up full-throttle, full-spectrum potency in various modalities.
Embrace your inner Haze Head and ask for us by flame: the clear
choice for those who relish life in the Haze.
entry expert value premiumNational Core Brand: Vapes
Our Brand Promise
In Full Effect
Our Brand POV
We believe that next-level moments don’t just happen—they’re
crafted. And that blending the best traits of the plant together
makes for a more harmonious experience and a better cartridge.
Expert extractionists use a proprietary method to pick and choose
rich terpenes with distinct characteristics. Like the members of your
crew, each terpene brings its own unique personality to the mix to
create an ensemble of extraordinary that just hits different.
So whether you’re at the club or on the couch, Entourage keeps the
good times in your back pocket.
entry expert value premiumNational Core Brand: Fruit-forward Edibles & Vapes
Our Brand Promise
Enter At Your Own Bliss
Our Brand POV
After years of growing, harvesting, and extracting in secrecy, you
now hold the key to fruit-forward cannabis of the highest quality.
In the Secret Orchard, the sun shines brighter, the air feels fresher,
and the bounty bursts with mouthwatering flavor.
This is where expert cultivators of the finest confectionaries create
cannabis magic: tantalizing and tasty delights that combine the raw
power of cannabis with a delicious fruit twist.
The secret is out.
entry expert value premiumNational Core Brand: Edible
Our Brand Promise
Edibles With Attitude
Our Brand POV
Being good all the time can be boring. So we created high-quality
confections for fun-loving folks hungry for a wicked good time.
Hard candies or gummies? We got you.
Our candy makers dish up a wide variety of flavors and terpenes
bursting with full-spectrum cannabis oil and decadent ingredients.
Each bite-sized dose expertly formulated to bring more fun to your
day—and more flavor to your world.
It’s good to be wicked.
entry expert value premiumNational Core Brand: Infused THC Beverage
Our Brand Promise
A Party In Every Pour
Our Brand POV
Party on your own terms with premium THC and fruity flavors that
pack a real punch.
Easy “dose” it or go all out! There’s a party in every pour to suit your
taste. Infused using NXT technology, Cannapunch tantalizes your
taste buds and jumpstarts the good times.
So, whether you’re chasing a mellow buzz or ready to tear it up — sip
it, or slam it — and find your fun faster.
entry expert value premiuma world of wonder is coming to your town …
22
well positioned for the future of cannabis
cannabis 1.0 = the green rush cannabis today = building brands
Focus on adding footprint, burning through cash Largest scale cultivator of high-quality flower,
because it all starts with the plant
Land-grab for greenfield opportunities with Focus on building market leading consumer brands,
large cap-ex needs and execution risk such as Kynd, Origyn and Levia, with quality, consistency
and value
Pursuing dilutive transactions at inflated prices in Human capital matters; quality of our flower, brands and
search of growth customer experience depends on the quality of our people
Focus on operational excellence and institutional
Easy access to capital for everyone best practices with strong controls and
transparency
Acquiring licenses without operational talent Patient, disciplined growth strategy; the right
necessary for success assets, with the right team, at the right price
CSE:AYR.A | OTC:AYRWF
23ayr’s deep talent pool
NV MA
OH
IL FL
PA NJ
AZ
Western U.S. Midwestern U.S. Northeastern U.S. Florida
total employees ~755 total employees ~125 total employees ~705 total employees ~550
cultivation & cultivation & cultivation & cultivation &
production retail production retail production retail production retail
Senior Senior Senior Senior
Leaders 16 12 5 2 28 11 8 8
Leaders Leaders Leaders
Avg. Total Avg. Total Avg. Total Avg. Total
Experience 16 yrs 14 yrs Experience 11 yrs N/A 13 yrs 18 yrs Experience 12 yrs 12 yrs
Experience
Avg. Cannabis Avg. Cannabis Avg. Cannabis Avg. Cannabis
Experience 8 yrs 4 yrs Experience 3 yrs N/A 4 yrs 5 yrs Experience 5 yrs 4 yrs
Experience
Medical Markets Adult-Use Markets
Pending closing of announced acquisitions
CSE:AYR.A | OTC:AYRWF
24market leading retail facilities
Ayr’s retail stores are market leaders, committed to exceptional customer service and operational excellence
Henderson, NV Reno, NV Somerville, MA Gibsonia, PA
Busiest dispensary in Henderson, Consistently voted one of the best Located in the popular neighborhood of Medical only serving over ~150 patients/day
serving ~1,550 customers/day dispensaries in Reno, serving over ~750 Davis Square, with easy access to public
customers/day transportation; medical only serving ~270
patients/day, adult-use expected in 1Q22
Average transaction $159 2
Average transaction $60 1 Average transaction $52 1 Average transaction $1571
2.4 visits/customer/month
2.4 visits/customer/month 2.1 visits/customer/month 2.1 visits/customer/month
Serving local market of over 300,000 Serving local market of over 300,000 Serving a population of over Located in high traffic area with over
residents in a 5-mile radius residents in a 5-mile radius 870,000 in a 5-mile radius 33,000 cars per day; first dispensary in
Gibsonia and surrounding area
Annual Revenue run-rate ~$36M, $10k/sq. ft.1 Annual Revenue run-rate ~$14M1 Annual Revenue run-rate ~$16M1 Annual Revenue run-rate ~$11M2
1) Based on 3Q21 unaudited results
2) Based on unaudited September results
CSE:AYR.A | OTC:AYRWF
25best-in-class cultivation facilities
It all starts with the plant at Ayr’s modern, state-of-the-art cultivation facilities
Cultivation Facility Cultivation Facility Cultivation Facility
Milford, MA Warrendale, PA Sparks, NV
1 of 37 operational cultivation facilities in MA 1 of 25 cultivation / processor licenses in PA 53,000 sq. ft. cultivation facility produces over 14,000 lbs of
biomass annually
Best-in-class with THC content regularly at 25%+ First harvest completed 1Q21, Revel flower
20,000 sq. ft. processing facility in Las Vegas
in stores May 2021
50,000 sq. ft. facility produces over 16,000 lbs
of biomass annually 143,000 sq. ft. facility on 13-acre site Combined, produce over 475 SKUs
Strong wholesale position in the state with 80% Five flower rooms under initial construction plan,
penetration of state’s adult-use dispensaries with expansion to up to 15
CSE:AYR.A | OTC:AYRWF
26ayr in the community
Proactively sought to become the first cannabis
company in MA to unionize its workforce.
Partnerships and fundraisers with established
community organizations such as Operation
Partnership with the Community Action Backpack and Northern Nevada Food Bank to
Agency of Somerville (CAAS) to ensure help serve the local community dealing with
the care, assistance and subsidy Founding member of Mass CultivatED, a public- high rates of unemployment and hunger,
provided to those living with the impact of private partnership which provides education especially during COVID.
the war on drugs. and employment opportunities to communities
disproportionately impacted by the war on drugs.
Fundraisers for local schools and partnerships
with programs such as Three Square, southern
Nevada’s largest hunger relief organization.
Amid COVID-19, production team dedicated Partnerships and fundraisers with established
time and resources to manufacturing hand Sira Accelerator is the first-ever business community organizations such as Art Spot Reno
sanitizer for donation to hospitals and accelerator in the MA cannabis industry to and Reno Mural Fest in support of local artists,
healthcare facilities in partnership with MEMA help set up small cannabis businesses for educational outreach and seminars with senior
and the Dept. of Public Health. success, offering mentoring, advisory and the living facilities throughout the greater Reno area.
ability to leverage Sira’s retail and wholesale
distribution network.
CSE:AYR.A | OTC:AYRWF
27a top tier mso at a material discount
$700 16.0x
13.9x
14.0x
$588
11.8x
$525 12.0x
$525 10.9x
10.6x Average MSO
$489 EV/AEBITDA MULT
EV/2022 Est. EBITDA Multiple
Est 2022 EBITDA ($ millions)
= 9.6x
9.2x 10.0x
8.4x $415
$350 $362 8.0x
7.0x
6.8x
6.3x
6.0x
$265
$175 $202 4.0x
4.3x
$164
$154
$106 2.0x
$0 0.0x
Trulieve Verano Curaleaf GTI Cresco Labs Ayr* Columbia Care Ascend TerrAscend* Jushi
2022E AEBITDA EV/2022E AEBITDA
*Pro-forma for the closing of pending transactions
Source: EV priced as of 12/06/2021 estimates for all MSO based on 2022 CapIQ consensus
CSE:AYR.A | OTC:AYRWF
28key takeaways
Ayr is built for success and positioned for re-valuation
largest scale cultivator focused on talent
scaling with growing footprint, national brand
of high-quality flower combined with
building and excellent customer experience
operational excellence to build the most
productive assets in the industry
over 100% Y/Y growth multiple expansion
in Revenue and AEBITDA in 2021 & 2022 as growing footprint, expanding brand presence,
driven by both organic and acquired growth accelerating cash flow generation and regulatory
changes attract a broader investor base
CSE:AYR.A | OTC:AYRWF
29contact information Megan Kulick Head of Investor Relations IR@ayrwellness.com 646-977-7914 Rob Vanisko VP Corporate Communications robert.vanisko@ayrwellness.com 646-992-8977 Rob Kelly / Brian Pinkston MATTIO | Investor Relations IR@mattio.com 703-926-9159
appendix
ayr northeastern portfolio
Strong presence in Massachusetts with 2 medical and 3 pending adult-use dispensaries in Greater Boston; 9 dispensaries in Pennsylvania;
3 dispensaries in New Jersey
state retail cultivation/production
Massachusetts 2 co-located medical / adult-use 50,000 sq. ft. operational
1 medical
1 adult-use
• 20%+ wholesale Revenue growth Y/Y
• 11% retail Revenue growth Y/Y • Selling to 137 (80%) of the state’s 172 dispensaries
• Average ticket $153
• 400+ transactions per day
100,000 sq. ft. under development
Three prime adult-use locations in 2022 in Greater
Boston
30,000 sq. ft. operational
New Jersey 3 dispensaries
• Closed in September 2021
Three of only 23 open dispensaries in the state, 76,000 sq. ft. under development
converting from medical to adult-use in early 2022
Pennsylvania 9 medical dispensaries 83,000 sq. ft. operational
• Retail Revenues ramped to > $1.9M / month • Successfully completed first harvests
• Average ticket $143 • Initiated sales of Revel and Seven Hills branded flower at both
Retail Dispensaries/Licenses retail and wholesale
• Wholesale Revenue average over $1.5m per month
Cultivation and Production Facilities/Licenses Seven of the nine dispensaries currently open;
four will be located in the densely populated 37,000+ sq. ft. under construction
Philadelphia and Pittsburgh metropolitan areas
1) Somerville will be a co-located medical / adult-use dispensary
CSE:AYR.A | OTC:AYRWF
32the best retail footprint in Massachusetts
map of greater boston market overview
Somerville 1 >60% of Massachusetts population or ~5 million people live in
Greater Boston, but only 4% of the State’s licensed adult-use
dispensaries are located there as of November 2021
Top retail locations for 2021 adult-use sales:
Watertown • Back Bay – Boylston Street, directly next to Apple Store
• Somerville – In Davis Square
• Watertown – Right on Route 20
Back Bay Boston attracts over 20 million visitors per year
Medical stores in Somerville and Needham already generating an
average of over $11 million in annual Revenue each with average
basket of over $150
Needham
Sira Naturals – a leading brand in flower, vape and concentrates
due to our wholesale distribution channel according to BDS
Analytics
Adult-Use and Medical (HCAs received) Adult-Use Only (HCA Received) Medical Only (open)
1) Somerville dispensary is currently open for medical only, will co-locate with adult-use pending approval from the Massachusetts CCC
CSE:AYR.A | OTC:AYRWF
33ayr midwestern portfolio
Growing presence in Illinois with 2 adult-use dispensaries in Chicago1 and 2 adult-use dispensaries in Quincy1; 58,000 sq. ft. cultivation facility
currently under construction in Ohio
state retail cultivation/production
Illinois1 2 open adult-use dispensaries in Quincy, IL Actively evaluating opportunities
2 open adult-use dispensaries in Chicago, IL
1 affiliate license pending in Bloomington-Normal
Ohio Actively evaluating opportunities One of only 19 Level I licenses in the state which permit the
largest canopy
9,000 sq. ft. processing facility operational
58,000 sq. ft. cultivation and production facility under
construction
Retail Dispensaries/Licenses
Extraction Facilities Cultivation Facilities/Licenses
1) Pending closing of announced acquisitions
CSE:AYR.A | OTC:AYRWF
34ayr western portfolio
6 highly productive dispensaries in key market across Nevada and growing wholesale business; 3 adult-use dispensaries in Arizona and expanding cultivation
state retail cultivation/production
Nevada 6 dispensaries 72,000 sq. ft. operational
• Retail sales up 8% Y/Y • Completed 20,000 sq. ft. processing facility expansion
• Average daily transactions > 5,800 outside of Las Vegas
Most productive retail dispensaries in Nevada Announced acquisition of award-winning cultivator
averaging ~$9,000/sq. ft. Tahoe Hydro, adding additional 33,000 sq. ft. of
production
Voted #1 gummy at LV Cannabis awards 2 years in a row
Arizona 3 dispensaries 10,000 sq. ft. operational
• Retail Revenue up 40% Y/Y • Completed 10,000 sq. ft. Chandler, AZ production
• Average daily transactions > 1,600 facility
• Wholesale market expanding from 2Q21 inception
80,000 sq. ft. under development
Retail Dispensaries/Licenses Cultivation Facilities/Licenses
Extraction Facilities Processing Facility
CSE:AYR.A | OTC:AYRWF
35expansion into florida
Top Florida operator with 42 medical dispensaries and cultivation upside
state retail cultivation/production
Florida 42 dispensaries 300,000 sq. ft. cultivation facility operational
8 under development
15 under LOI Recently launched Origyn Extracts, Big Pete’s Cookies and
Secret Orchard fruit forward extracts and gummies
Opened eleven new dispensaries since closing on
February 26, 2021
387-acre site; 247 acres available for further
development
• Daily transactions up ~30% since Q1
• Monthly Revenue up ~20% since Q1
20 acres of hoop-house cultivation under development
Current Revenue run-rate < 50% of state average
Targeting to improve cultivation productivity ~3x
per store due to product shortages
Retail Dispensaries/Licenses
Cultivation Facilities/Licenses
CSE:AYR.A | OTC:AYRWF
36deep executive talent pool
Jonathan Sandelman Brad Asher
C hief Executive Officer C hief Financial Officer
• 30-year veteran of banking and finance, with a history of generating shareholder value • Previously served as Controller for Ayr and was instrumental in implementing software and
financial controls to drive efficiencies across Ayr’s portfolio of businesses
• Served as President of Bank of America Securities after building its capital markets businesses
through the early 2000s, building Bank of America Securities beyond its roots as a consumer and • Former team lead at KPMG and Vice President Controller for a global ad-tech company
corporate lender.
Jennifer Drake Mark Pitchford
C o-Chief Operating Officer C hief Development Officer
• Proven business leader in large blue-chip institutions and at lean start-ups • 20+ year veteran in the cannabis sector with deep expertise in cultivation, extraction,
• Former Managing Director at Goldman Sachs with extensive M&A experience production and manufacturing
• Founding member of Washoe Wellness and The Canopy NV
Jason Griffith Megan Kulick
C o-Chief Operating Officer Head of Investor R elations
• Veteran business builder in banking and finance with senior positions at Bank of • Over 25 years of experience in public equity markets as a research analyst
America, J.P. Morgan and Jefferies. and portfolio manager
• Manages Ayr’s operating businesses to drive organic growth and integrate acquisitions. • Entered the cannabis industry in 2018 to guide IR efforts of public companies
Jamie Mendola Chris Burggraeve
Head of Strategy and M&A Director, Board of Experts (Branding)
• Nearly two decades of experience in public and private equity and an • Award-winning global business marketer and active cannabis entrepreneur
active cannabis investor.
• Over 30 years of global marketing experience at Proctor and Gamble, the Coca Cola Company,
• Founder and portfolio manager of hedge fund Pacific Grove Capital. and AB InBev, where he was global CMO
CSE:AYR.A | OTC:AYRWF
37capitalization
pro-forma share count (in millions, treasury method) pro-forma net debt outstanding
Share Price as of 12/07/2021 (USD): $14.10 USD Millions
Subordinate Voting Shares 56.3 Senior Secured Debt (9/30/21)4 $260
Sponsor (multiple voting) Shares 3.7 Seller Notes and other (9/30/21, pro-forma for PANM closing)2 137
Exchangeable Shares 7.4
Seller Notes (pending M&A)3 19
Warrants (net shares) 1.0
Total pro-forma Debt $416
Current Ayr Treasury Method Shares (excl. unvested LTIP)1 68.4
Cash on Balance Sheet (9/30/21), pro-forma for PANM closing2 and $209
add-on Debt financing
Exchangeable Shares for pending M&A 3 2.8
Cash to be paid for pending M&A 3 $35
Treasury Method Shares (pro-forma)1 71.3
1) Excludes Ayr granted but unvested LTIP shares totaling 8.1 million
2) Acquisition of PA Natural Medicine closed October 1, 2021
3) See page 38 for details on pending M&A transactions
4) Pro-forma for November 2021 senior note offering
CSE:AYR.A | OTC:AYRWF
38summary of pending acquisitions
nevada illinois 1 illinois 2 Levia
Total Price $17 million $30 million $55 million $20 million1
Cash $5 million $8 million $12 million $10 million
Stock $8.5 million $10 million $40 million $10 million
Vendor Notes $3.5 million $12 million $3 million N/A
Planned Capex N/A N/A N/A $5 million
Estimated Closing 1Q2022 1Q2022 1H2022 1Q2022
1) An earn-out of up to $40 million, based on 2021 EBITDA hurdles, is payable in Q1 2022 and includes a maximum additional cash pay ment of $10 million with the remainder paid in stock and notes
CSE:AYR.A | OTC:AYRWF
39adj. ebitda reconciliation
three months ended september 30
period
2021 2020
Income (loss) from operations (8,899,609) (8,533,636)
Incremental costs to acquire cannabis inventory in
9,022,291 -
business combination
Interest 464,328 116,119
Depreciation and amortization 15,761,003 4,172,518
Acquisition costs 742,779 557,457
Share-based compensation, non-cash 5,013,055 4,700,795
Start-up costs1 3,463,939 -
Other2 432,558 487,105
34,899,953 10,033,994
Adjusted EBITDA 26,000,344 18,567,630
All amounts in USD
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 adjustments made to exclude the impact of non-recurring items
CSE:AYR.A | OTC:AYRWF
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