0001522767FALSE00015227672023-11-082023-11-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2023
MARIMED INC.
(Exact name of registrant as specified in its charter)
Delaware0-5443327-4672745
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
10 Oceana Way
Norwood, MA 02062
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (781) 277-0007
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each classTicker symbol(s)Name of each exchange on which registered
Not Applicable.Not Applicable.Not Applicable.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02. Results of Operations and Financial Condition.
On November 8, 2023, MariMed Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three- and nine-month periods ended September 30, 2023.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
**********


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARIMED INC.
Dated: November 8, 2023
By:/s/ Jon R. Levine
Jon R. Levine
President, Chief Executive Officer and Interim Chief Financial Officer


Exhibit 99.1
picture2a.jpg
MariMed Reports Third Quarter 2023 Earnings

NORWOOD, MA, November 8, 2023 - MariMed Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the third quarter ended September 30, 2023.
“I am pleased to report another solid quarter of strong revenue growth on both a year-over-year and a sequential basis as we continue to outperform the greater industry,” said Jon Levine, Chief Executive Officer. “We reported our 15th consecutive quarter of positive adjusted EBITDA. Our wholesale business continued to set quarterly sales records, which will continue for the remainder of this year and next. Our balance sheet remains one of the strongest in the industry, and we were particularly pleased with the exponential growth of our Maryland operations with the commencement of adult-use sales on July 1st.”
Financial Highlights1
The following table summarizes the Company's consolidated financial highlights (in millions, except percentage amounts):
Three months ended
September 30,
Nine months ended
September 30,
2023202220232022
Revenue$38.8 $33.9 $109.7 $98.2 
GAAP Gross margin43 %48 %44 %49 %
Non-GAAP Gross margin45 %48 %45 %49 %
GAAP Net (loss) income$(4.3)$2.7 $(5.9)$8.9 
Non-GAAP Net (loss) income
$(3.1)$4.7 $(2.2)$17.0 
Non-GAAP Adjusted EBITDA$6.1 $8.6 $19.4 $27.9 
Non-GAAP Adjusted EBITDA margin16 %25 %18 %28 %
1 See the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” below and in the financials information included herewith.
CONFERENCE CALL
MariMed management will host a conference call on Thursday, November 9, 2023 at 8:00 a.m. Eastern time, to discuss these results. The conference call may be accessed through MariMed’s Investor Relations website, or by clicking the following link: https://app.webinar.net/kpQmoVjo85M.


THIRD QUARTER 2023 OPERATIONAL HIGHLIGHTS
During the third quarter, the Company announced the following developments in the implementation of its strategic growth plan:
•July 1: MariMed commenced adult-use retail and wholesale operations in Maryland. The Company's retail sales, which began in Q422, grew 88% sequentially, while its wholesale business grew 161% year-over-year.

•July 13: MariMed staged the ‘Boston 280E THC Party’ in Boston Harbor to protest unfair cannabis industry tax laws. Inspired by its 250th anniversary, the Company reenacted the Boston Tea Party. Onboard a schooner in Boston Harbor, MariMed management and employees dressed in colonial outfits and decried unfair IRS Code 280E on behalf of the entire cannabis industry.
OTHER DEVELOPMENTS
Subsequent to the end of the third quarter, the Company announced the following developments:
•October 11: MariMed announced the opening of Thrive Dispensary in Casey, Illinois, marking the fifth dispensary owned or managed in that state, and the twelfth dispensary it owns or manages across five states. In response to the state’s request to open as soon as possible, the Company operates Thrive Dispensary from a temporary mobile facility until construction of a permanent building is completed. MariMed continues to build its processing and cultivation facility in Mt. Vernon, Illinois. The processing facility is expected to open during the fourth quarter, at which time MariMed will produce its award-winning edibles for sale through retail and wholesale channels. The Company expects the cultivation facility construction to be completed in early 2024.
2023 FINANCIAL GUIDANCE
MariMed remains committed to its proven strategic growth plan and continues to operate some of the best facilities in the cannabis industry. Delayed openings of new revenue generating assets, input cost inflation, and increased competition continue to have a bigger impact than anticipated on operational and financial results. As such, the Company's guidance for full year 2023 is now:
•Revenue of $148 million to $150 million;
•Gross margin of approximately 45%;
•Non-GAAP Adjusted EBITDA of $27 million to $32 million;
•Capital expenditures of $22 million to $25 million;
DISCUSSION OF NON-GAAP FINANCIAL MEASURES
MariMed’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, and making operating decisions, planning and forecasting future periods. The Company has provided in this release several non-GAAP financial measures: Non-GAAP Gross margin, Non-GAAP Net income (loss), Non-GAAP Adjusted EBITDA and non-GAAP Adjusted EBITDA margin, as supplements to Revenue, Gross margin, Net income (loss) and other financial measures prepared in accordance with GAAP.
Management believes these non-GAAP financial measures are useful in reviewing and assessing the performance of the Company, and when planning and forecasting future periods, as they provide meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses these non-GAAP


financial measures to understand and compare operating results across accounting periods and for financial and operational decision-making. The presentation of these non-GAAP measures is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
Management believes that investors and analysts benefit from considering non-GAAP financial measures in assessing the Company’s financial results and its ongoing business, as it allows for meaningful comparisons and analysis of trends in the business. In particular, non-GAAP adjusted EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies.
As there are no standardized methods of calculating non-GAAP financial measures, the Company’s calculations may differ from those used by analysts, investors and other companies, even those within the cannabis industry, and therefore may not be directly comparable to similarly titled measures used by others.
Management defines non-GAAP Adjusted EBITDA as income (loss) from operations, determined in accordance with GAAP, excluding the following items:

•depreciation of fixed assets;
•amortization of acquired intangible assets;
•Impairment or write-downs of intangible assets;
•stock-based compensation;
•legal settlements; and
•acquisition-related and other expenses.
For further information, please refer to the publicly available financial filings available on MariMed's Investor Relations website, as filed with the U.S. Securities and Exchange Commission, or as filed with the Canadian securities regulatory authorities on the SEDAR website.
ABOUT MARIMED
MariMed Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s Eddies, Nature’s Heritage, InHouse, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations: High + Energy, which are trademarks of MariMed Inc. For additional information, visit www.marimedinc.com.
IMPORTANT CAUTION REGARDING FORWARD-LOOKING STATEMENTS:
The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding projected financial results for 2023, including management’s belief that it will have its fourth consecutive year of positive operating cash flow, anticipated openings of dispensaries and facilities, timing of regulatory approvals, plans and objectives of management for future operations, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.


Forward-looking statements are based on our current beliefs and assumptions regarding our business, timing of regulatory approvals, the ability to obtain new licenses, business prospects and strategic growth plan, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties, and other important factors, including, among others, reductions in customer spending, our ability to recruit and retain key personnel, and disruptions from the integration efforts of acquired companies.
These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results of operations. These statements are not a guarantee of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional information regarding these and other factors can be found in our reports filed with the U.S. Securities and Exchange Commission. In providing these forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.
All trademarks and service marks are the property of their respective owners.
For More Information Contact:
Investor Relations:
Steve West, Vice President, Investor Relations
Email: ir@marimedinc.com
Phone: (781) 277-0007
Company Contact:
Howard Schacter, Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007

# # #


MariMed Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
September 30,
2023		December 31,
2022
Assets  
Current assets:  
Cash and cash equivalents$13,259 $9,737 
Accounts receivable, net6,352 4,157 
Inventory24,206 19,477 
Deferred rents receivable649 704 
Notes receivable, current portion52 2,637 
Investments, current portion161 123 
Due from related parties87 29 
Other current assets6,026 7,282 
Total current assets50,792 44,146 
Property and equipment, net85,195 71,641 
Intangible assets, net17,856 14,201 
Goodwill11,993 8,079 
Notes receivable, net of current portion814 7,467 
Investments, net of current portion164 — 
Operating lease right-of-use assets9,679 4,931 
Finance lease right-of-use assets2,717 713 
Other assets11,607 1,024 
Total assets$190,817 $152,202 
   
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Term loan$3,600 $— 
Mortgages and notes payable, current portion1,009 3,774 
Accounts payable8,494 6,626 
Accrued expenses and other5,347 3,091 
Income taxes payable14,014 11,489 
Operating lease liabilities, current portion1,865 1,273 
Finance lease liabilities, current portion963 237 
Total current liabilities35,292 26,490 
Term loan, net of current portion18,895 — 
Mortgages and notes payable, net of current portion27,444 25,943 
Operating lease liabilities, net of current portion8,449 4,173 
Finance lease liabilities, net of current portion1,775 461 
Other liabilities100 100 
Total liabilities91,955 57,167 
  
Commitments and contingencies
  
Mezzanine equity  
Series B convertible preferred stock14,725 14,725 
Series C convertible preferred stock4,275 23,000 
Total mezzanine equity19,000 37,725 
  
Stockholders’ equity  
Common stock376 341 
Common stock subscribed but not issued— 39 
Additional paid-in capital170,922 142,365 
Accumulated deficit(89,786)(83,924)
Noncontrolling interests(1,650)(1,511)
Total stockholders’ equity79,862 57,310 
Total liabilities, mezzanine equity and stockholders’ equity$190,817 $152,202 


MariMed Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)
Three months ended Nine months ended
September 30,
September 30,
2023202220232022
Revenue$38,800 $33,912 $109,699 $98,180 
Cost of revenue21,962 17,748 61,097 50,035 
Gross profit16,838 16,164 48,602 48,145 
     
Gross margin43.4 %47.7 %44.3 %49.0 %
Operating expenses:
Personnel5,916 3,746 16,191 10,170 
Marketing and promotion1,585 1,402 4,397 2,854 
General and administrative6,135 5,097 15,520 16,890 
Acquisition-related and other32 143 647 897 
Bad debt(122)40 (127)54 
Total operating expenses13,546 10,428 36,628 30,865 
Income from operations3,292 5,736 11,974 17,280 
Interest and other (expense) income:
Interest expense(2,482)(518)(7,627)(1,271)
Interest income29 239 243 720 
Other (expense) income, net(646)(251)(1,556)24 
Total interest and other expense, net(3,099)(530)(8,940)(527)
Income before income taxes193 5,206 3,034 16,753 
Provision for income taxes4,462 2,484 8,902 7,894 
Net (loss) income(4,269)2,722 (5,868)8,859 
Less: Net (loss) income attributable to noncontrolling interests(10)16 (6)142 
Net (loss) income attributable to common stockholders$(4,259)$2,706 $(5,862)$8,717 
Net (loss) earnings per share attributable to common stockholders:
Basic$(0.01)$0.01 $(0.02)$0.03 
Diluted$(0.01)$0.01 $(0.02)$0.02 
Weighted average common shares outstanding:    
Basic373,081 339,025 359,156 337,111 
Diluted373,081 381,071 359,156 379,868 


MariMed Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine months ended
September 30,
20232022
Cash flows from operating activities:
Net (loss) income attributable to common stockholders$(5,862)$8,717 
Net (loss) income attributable to noncontrolling interests(6)142 
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization of property and equipment3,838 2,469 
Amortization of intangible assets2,181 854 
Stock-based compensation801 6,396 
Amortization of original debt issuance discount206 — 
Amortization of debt discount1,840 — 
Payment-in-kind interest301 — 
Present value adjustment of notes payable719 — 
Bad debt (income) expense(127)54 
Obligations settled with common stock463 637 
Write-off of disposed assets906 — 
Gain on finance lease adjustment(31)— 
(Gain) loss on changes in fair value of investments(16)930 
Write-down of prepaid purchase consideration200 — 
Other investment income— (954)
Changes in operating assets and liabilities:
Accounts receivable, net(2,065)(4,856)
Deferred rents receivable55 111 
Inventory(4,728)(4,215)
Other current assets2,040 (1,973)
Other assets(300)(113)
Accounts payable1,868 2,372 
Accrued expenses and other(132)(193)
Income taxes payable2,525 (4,804)
Net cash provided by operating activities4,676 5,574 
  
Cash flows from investing activities:
Purchases of property and equipment(14,749)(9,985)
Business acquisitions, net of cash acquired(2,987)(12,746)
Advances toward future business acquisitions(250)(800)
Purchases of investments(187)— 
Purchases of cannabis licenses(626)(330)
Issuance of notes receivable(879)— 
Proceeds from notes receivable99 130 
Due from related party(58)— 
Net cash used in investing activities(19,637)(23,731)


Nine months ended
September 30,
20232022
   
Cash flows from financing activities:
Proceeds from term loan29,100 — 
Payment of third-party debt issuance costs in connection with term loan(1,798)— 
Principal payments of term loan(1,500)— 
Principal payments of mortgages and promissory notes(519)(1,033)
Repayment and retirement of mortgage(778)— 
Repayment and retirement of promissory notes(5,503)— 
Proceeds from mortgages— 3,000 
Proceeds from exercise of stock options109 10 
Principal payments of finance leases(500)(166)
Redemption of minority interests— (2,000)
Distributions(128)(224)
Net cash provided by (used in) financing activities18,483 (413)
  
Net increase (decrease) in cash and cash equivalents3,522 (18,570)
Cash and equivalents, beginning of year9,737 29,683 
Cash and cash equivalents, end of period$13,259 $11,113 


MariMed Inc.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except percentages)
(unaudited)

 Three months ended
Nine months ended
September 30,
September 30,
 2023202220232022
Non-GAAP Adjusted EBITDA
GAAP Income from operations$3,292 $5,736 $11,974 $17,280 
Depreciation and amortization of property and equipment1,591 917 3,838 2,469 
Amortization of acquired intangible assets844 429 2,181 854 
Stock-based compensation296 1,372 801 6,396 
Acquisition-related and other32 143 647 897 
Adjusted EBITDA$6,055 $8,597 $19,441 $27,896 
Non-GAAP Adjusted EBITDA Margin (Non-GAAP adjusted EBITDA as a percentage of revenue)
GAAP Income from operations8.5 %16.9 %10.9 %17.6 %
Depreciation and amortization of property and equipment4.0 %2.7 %3.5 %2.5 %
Amortization of acquired intangible assets2.2 %1.3 %2.0 %0.9 %
Stock-based compensation0.8 %4.1 %0.7 %6.5 %
Acquisition-related and other0.1 %0.4 %0.6 %0.9 %
Adjusted EBITDA margin15.6 %25.4 %17.7 %28.4 %

GAAP Gross margin43.4 %47.7 %44.3 %49.0 %
Amortization of acquired intangible assets1.1 %0.5 %1.0 %0.3 %
Non-GAAP Gross margin44.5 %48.2 %45.3 %49.3 %


GAAP Net income (loss)$(4,269)$2,722 $(5,868)$8,859 
Amortization of acquired intangible assets844 429 2,181 854 
Stock-based compensation296 1,372 801 6,396 
Acquisition-related and other32 143 647 897 
Non-GAAP Net income$(3,097)$4,666 $(2,239)$17,006 


MariMed Inc.
Supplemental Information
Revenue Components
(in thousands)
(unaudited)
Three months endedNine months ended
September 30,
September 30,
2023202220232022
Product revenue:
Product revenue - retail24,121 23,593 71,640 68,121 
Product revenue - wholesale13,643 9,009 35,050 23,029 
Total product revenue37,764 32,602 106,690 91,150 
Other revenue1,036 1,310 3,009 7,030 
Total revenue$38,800 $33,912 $109,699 $98,180 

v3.23.3
Cover
Nov. 08, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 08, 2023
Entity Registrant Name MARIMED INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-54433
Entity Tax Identification Number 27-4672745
Entity Address, Address Line One 10 Oceana Way
Entity Address, City or Town Norwood
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02062
City Area Code (781)
Local Phone Number 277-0007
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001522767
Amendment Flag false
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