Harvest Enterprises Group of Companies
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HARVEST ENTERPRISES GROUP OF COMPANIES INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017 (Unaudited) (Expressed in United States Dollars) (0) HARVEST ENTERPRISES GROUP OF COMPANIES Index to Unaudited Interim Condensed Combined Financial Statements Page(s) UNAUDITED INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS Unaudited Interim Condensed Combined Statements of Financial Position .............................................. 3 Unaudited Interim Condensed Combined Statements of Operations ......................................................... 4 Unaudited Interim Condensed Combined Statements of Changes in Members’ Equity ............................. 5 Unaudited Interim Condensed Combined Statements of Cash Flows ........................................................ 6 Notes to Unaudited Interim Condensed Combined Financial Statements ................................................. 7 (2) HARVEST ENTERPRISES GROUP OF COMPANIES Unaudited Interim Condensed Combined Statements of Operations For the Three and Nine Month Periods Ended September 30, 2018 and 2017 (Expressed in United States Dollars) Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenue $ 11,153,726 $ 6,881,604 $ 30,012,392 $ 15,615,722 Cost of Goods Sold (5,565,725) (3,420,651) (12,642,080) (6,774,484) Gross Profit Before Biological Asset Adjustments 5,588,001 3,460,953 17,370,312 8,841,238 Unrealized Gain on Changes in Fair Value of Biological Asset 5,690,989 885,082 5,690,989 885,082 Cost of Goods Sold on Biological Asset Transformation (2,132,896) (1,190,162) (3,558,987) (111,242) Gross Profit 9,146,094 3,155,873 19,502,314 9,615,078 Expenses General and Administrative 6,571,065 3,006,126 12,357,167 5,447,133 Sales and Marketing 485,915 189,415 922,972 410,693 Depreciation and Amortization 341,773 143,910 1,077,855 226,730 Total Expenses 7,398,753 3,339,451 14,357,994 6,084,556 Operating Income 1,747,342 (183,578) 5,144,320 3,530,522 Other Income / (Expenses) Gain on Sale of Asset 34,684 - 1,560,953 - Interest Expense (486,645) 16,113 (791,888) (96,372) Income Before Taxes and Non-Controlling Interest 1,295,380 (167,465) 5,913,385 3,434,150 Income Taxes (1,034,247) (872,047) (2,453,706) (1,646,370) Income Before Non-Controlling Interest 261,133 (1,039,512) 3,459,679 1,787,780 Loss (income) Attributed to Non-Controlling Interest (714,137) 265,511 163,510 534,884 Net Income (Loss) Attributed to Harvest Enterprises Group of Companies $ (453,004) $ (774,001) $ 3,623,189 $ 2,322,664 The accompanying notes to the unaudited interim condensed combined financial statements are an integral part of these statements. (4) HARVEST ENTERPRISES GROUP OF COMPANIES Unaudited Interim Condensed Combined Statements of Changes in Members’ Equity For the Nine Months Ended September 30, 2018 and 2017 (Expressed in United States Dollars) Non-Controlling Members' Equity Interest Total Balance, January 1, 2017 $ 3,288,604 - $ 3,288,604 Other adjustments (9,809) - (9,809) Issuance of membership interest related to business acquisition Note 8 34,000,000 - 34,000,000 Net Income (Loss) 2,322,664 (534,884) 1,787,780 Balance, September 30, 2017 $ 39,601,458 $ (534,884) $ 39,066,575 Balance, January 1, 2018 $ 40,447,946 $ 523,933 $ 40,971,879 Contributions from noncontrolling interest members Note 13 - 4,434,144 4,434,144 Net Income ( Loss) 3,623,189 (163,510) 3,459,679 Balance, September 30, 2018 $ 44,071,135 $ 4,794,567 $ 48,865,702 The accompanying notes to the unaudited interim condensed combined financial statements are an integral part of these statements. (5) HARVEST ENTERPRISES GROUP OF COMPANIES Unaudited Interim Condensed Combined Statements of Cash Flows For the Nine Months Ended September 30, 2018 and 2017 (Expressed in United States Dollars) 2018 2017 CASH FLOW FROM OPERATING ACTIVITES Net Income Attributed to Harvest Group of Companies $ 3,623,189 $ 2,322,664 Net (Loss) Attributed to Non-Controlling Interest (163,510) (534,884) Adjustments to Reconcile Net Income to Net Cash Provided in Operating Activities Depreciation and Amortization 1,077,855 226,730 Gain on Sale of Assets Note 8 (1,571,765) - Unrealized (Gain) Loss on Biological Assets (2,132,002) (773,840) Changes in Operating Assets and Liabilities Accounts Receivable (661,786) 3,303 Inventory (3,580,728) (1,348,442) Biological Assets 68,965 (388,789) Other Assets (398,567) (432,057) Income Taxes Payable 1,627,427 1,646,989 Other Liabilities 476,483 (4,822) Accounts Payable 1,927,228 156,255 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 292,790 873,107 CASH FLOW FROM INVESTING ACTIVITES Purchases of Property, Plant, and Equipment (3,366,020) (10,518,787) Cash Acquired on Business Acquisition Note 8 - 39,200 Proceeds on Sale of Assets Note 8 1,000,000 - Acquistion of Corporate Interests Note 7 (5,000,000) Acquisitions/Advances of Intangibles (9,854,896) (541,523) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (17,220,916) (11,021,110) CASH FLOW FROM FINANCING ACTIVITES Proceeds/Issuance of Notes Payable 42,067,739 9,750,000 Repayment of Notes Payable (1,205,406) (878,920) Proceeds/Issuance of Noncontrolling Member Interests 3,141,836 - NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 44,004,169 8,871,080 NET INCREASE IN CASH AND CASH EQUIVALENTS 27,076,043 (1,276,923) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,098,763 2,228,187 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 28,174,806 $ 951,263 Supplemental disclosure with respect to cash flows Interest Paid $ 193,495 $ 76,006 The accompanying notes to the unaudited interim condensed combined financial statements are an integral part of these statements. (6) Harvest Enterprises Group of Companies Notes to the Unaudited Interim Condensed Combined Financial Statements For the Three and Nine Months Ended September 30, 2018 and 2017 (Expressed in United States Dollars) 1. NATURE OF OPERATIONS Harvest Enterprises Group of Companies (the “Company” or “Harvest”) is a vertically integrated cannabis company that operates from “seed to sale.” The Company has expanded throughout Arizona and into Maryland and Pennsylvania and is actively expanding into Nevada, Massachusetts, California, Ohio, North Dakota, New Jersey, Florida and Arkansas. The Company operates in one segment, the production and sale of cannabis; with three main business areas contributing to that segment. • Cultivation – Harvest grows cannabis in outdoor, indoor and greenhouse facilities. Its expertise in growing enables the company to produce award-winning and proprietary strains in a highly cost-effective manner. Harvest sells its productions in Harvest dispensaries and also to third parties. • Processing – Harvest converts cannabis biomass into formulated oil, using a variety of extraction techniques. The company uses some of this oil to produce consumer products such as vaporizer cartridges and edibles, and it sells the remaining oil to third parties. • Retail dispensaries – Harvest operates award-winning retail dispensaries that sell proprietary and third party cannabis products to patients and customers. Harvest conducts business through wholly-owned operating subsidiaries and operating agreements established to conduct the different segments of each business (each an “Operating Subsidiary” and together, “Operating Subsidiaries”). The Company’s principal operating locations, and type of operation are listed below: Operating Locations City, State Nature of Operations Opened Tempe Tempe, Arizona Retail Dispensary September 2013 Scottsdale Scottsdale, Arizona Retail Dispensary September 2016 Baseline Phoenix, Arizona Retail Dispensary October 2017 Lake Havasu Lake Havasu City, Arizona Retail Dispensary September 2016 Avondale Avondale, Arizona Retail Dispensary August 2017 Tucson Tucson, Arizona Retail Dispensary January 2018 Cottonwood Cottonwood, Arizona Retail Dispensary April 2018 Rockville Rockville, Maryland Retail Dispensary March 2018 Reading Reading, Pennsylvania Retail Dispensary September 2018 Bellemont Production Bellemont, Arizona Processing Lab July 2015 Camp Verde Cultivation Camp Verde, Arizona Greenhouse/Outdoor Grow March 2017 Hancock Cultivation Hancock, Maryland Indoor Grow September 2017 The Company is currently in various stages of expansion as the Company is growing its commercial footprint focusing on building additional retail, cultivation and production locations for medical and adult use cannabis. The Company has received provisional permits to operate a dispensary and production facility in the cities of Napa, Merced, and Moreno Valley, California under Harvest of California; and upon project completion and inspection, to receive final operating permits. (7) Harvest Enterprises Group of Companies Notes to the Unaudited Interim Condensed Combined Financial Statements For the Three and Nine Months Ended September 30, 2018 and 2017 (Expressed in United States Dollars) 1. NATURE OF OPERATIONS (Continued) Each Operating Subsidiary holds the active and/or pending cannabis licenses associated with its activities, staffs and/or manages the operating locations, and/or owns the real estate and primary fixed assets used in the cannabis businesses. In certain States, cannabis licenses are typically divided into three categories: dispensary, cultivation, and production. Dispensary licenses comprise the retail operations and allow a company to dispense medical cannabis to patients. Cultivation licenses allow a company to grow medical cannabis plants and production licenses