Jushi Holdings Inc. (“Jushi” or the
“Company”) (CSE: JUSH) (OTCQX: JUSHF), a globally focused,
multi-state cannabis and hemp operator, today announced its
financial results for the fourth quarter and full year
ended December 31, 2019, and is pre-announcing its first
quarter 2020 revenues. All financial information is provided in
U.S. dollars unless otherwise indicated.
Fourth Quarter 2019 Highlights
- Total revenue of $6.0 million, an
increase of 68 percent sequentially
- Gross profit of $2.7 million, an
increase of 73 percent sequentially
- Net loss of $(17.1) million
- Adjusted EBITDA (Loss) of $(5.2)
million
- $51.2 million of cash and
securities on the balance sheet as of December 31, 2019
- Sold minority interest in New York
state medical marijuana license for a total estimated value of
approximately $15 to $20 million (depending on the contingency
payouts)
- Opened 6th dispensary in
Pennsylvania
Full Year 2019 Highlights
- Reported total revenue of $10.2 million
- Gross profit of $4.8 million
- Net Income (loss) of $(30.8) million
- Adjusted EBITDA (Loss) of $(11.2) million
Pre-releases First Quarter 2020
Revenue
- Total revenue of $8.6 million, an
increase of 43 percent sequentially
- Annualized revenue run-rate for
March 2020 of approximately $50 million
- Closed on additional $20 million
capital raise in January 2020
Adjusted EBITDA, which is a non-IFRS measure,
excludes certain items which are detailed and reconciled to the
most comparable IFRS-reported measure in the attached
“Reconciliation of Non-IFRS Measures.”
Jim Cacioppo, Chairman and Chief Executive
Officer of Jushi, commented, “2019 was an extraordinarily
productive year for the Company. We completed our going public
transaction, successfully closed on, are under definitive
agreements to acquire, or are in the process of building out
several high-quality assets in Pennsylvania, Illinois, Virginia,
California, Nevada, and Ohio. For example, in Pennsylvania, we
opened four medical dispensaries in the second half of 2019,
bringing our total store count to six and expect to open an
additional nine stores within the next
twelve months. We expect to operate a total
of 15 stores in Pennsylvania or 10 percent of the current overall
market. In addition to the significant progress we made in our
operations, we successfully raised $165 million through December
31, 2019, and an additional $20 million in January 2020. We are
very pleased to end the year with a strong balance sheet (Pro forma
for financing, cash and marketable securities were approximately
$70 million as of December 31, 2019) and sufficient liquidity to
fund growth.”
“In 2020, we remain focused on building out our
high-quality footprint and pursuing attractive acquisition
opportunities across the cannabinoid supply chain. We started the
year very strong, acquiring two medical dispensaries in Illinois
that come with an option to open up two additional dispensaries.
Our dispensary in Sauget, IL (adjacent to East St. Louis) launched
adult-use sales on March 2nd, and our dispensary in Normal, IL
(Bloomington-Normal metropolitan area) is expected to transition to
adult-use sales on May 11th. We expect to open the two
additional adult-use dispensaries in Illinois by year-end."
“We were also very excited to announce that with
the enactment of Virginia Senate Bill 976 in April, we anticipate
adding up to five additional Beyond/Hello branded medical
dispensaries in Virginia via our majority-owned subsidiary Dalitso
LLC. Dalitso’s Northern Virginia (“NOVA”) provisional license is to
operate in Health Service Area II, home to two of the
Commonwealth’s most densely populated and highest-income counties,
Fairfax and Prince William County. The Health Service Area II
license in NOVA will be a vertical license with the ability to
cultivate, process, and dispense from six dispensaries, along with
a delivery capability. Very importantly THC caps were also
lifted as part of Bill 976.”
“For the first quarter of 2020, revenue
increased 43 percent to $8.6 million sequentially. As of March
2020, we are on an annualized revenue run-rate of approximately $50
million. We believe our strong momentum, enviable footprint, and
solid balance sheet positions the Company well to execute on its
current plans and drive long-term shareholder value through 2020
and beyond,” concluded Mr. Cacioppo.
Financial Results for the Fourth Quarter
Ended December 31, 2019
The following is a tabular summary and
commentary of revenue, gross profit, net income (loss) and net
income (loss) per share for the three-month periods
ended December 31, 2019 and September 30,
2019.
|
Quarter Ended December 31, 2019 |
Quarter Ended September 30, 2019 |
% change |
Revenue |
$ |
6,034,038 |
|
|
$ |
3,588,233 |
68 |
% |
Gross
profit |
$ |
2,679,894 |
|
|
$ |
1,548,199 |
73 |
% |
Net (loss)
income |
$ |
(17,129,597 |
) |
|
$ |
4,156,317 |
|
Net (loss)
income per share – basic |
$ |
(0.18 |
) |
|
$ |
0.05 |
|
Net (loss)
income per share - diluted |
$ |
(0.18 |
) |
|
$ |
0.04 |
|
Revenue for the fourth quarter of 2019 increased 68 percent to
$6.0 million, compared to $3.6 million in the third quarter of
2019. The 68 percent increase in revenue was driven by the addition
of three new stores in Pennsylvania that began to ramp up in the
fourth quarter of 2019.
Gross profit for the fourth quarter of 2019 was
$2.7 million, resulting in a gross margin of 44 percent, compared
to $1.5 million for the third quarter of 2019. The increase in
gross profit over the prior quarter was primarily due to an
increase in retail sales.
Net loss for the fourth quarter of 2019 was
($17.1) million, or ($0.18) per diluted share, compared to a net
income of $4.2 million, or $0.04 per diluted share, in the third
quarter of 2019. The sequential decline in net income was primarily
due to a write-off of pre-acquisition expense of $4.0
million in the fourth quarter, and a gain on a financial asset of
approximately $9.2 million and one-time other income of
approximately $5 million in the third quarter of 2019.
Adjusted EBITDA (Loss) for the fourth quarter of
2019 was ($5.2) million, compared to $(3.2) million in fourth
quarter of 2018.
Financial Results for the Full Year Ended December
31, 2019
The following is a tabular summary and
commentary of revenue, gross profit, net income (loss) and net
income (loss) per share for the twelve-month period
ended December 31, 2019 and the period from January
23, 2018 (inception date) to December 31, 2018.
|
Year Ended December 31, 2019 |
Period from January 23, 2018 (inception date) to December
31, 2018 |
% change |
Revenue |
$ |
10,229,350 |
|
|
$ |
523,364 |
|
1855 |
% |
Gross
profit |
$ |
4,822,737 |
|
|
$ |
523,364 |
|
821 |
% |
Net (loss)
income |
$ |
(30,770,938 |
) |
|
$ |
(18,055,976 |
) |
|
Net (loss)
income per share – basic |
$ |
(0.37 |
) |
|
$ |
(0.42 |
) |
|
Net (loss)
income per share - diluted |
$ |
(0.37 |
) |
|
$ |
(0.42 |
) |
|
Revenue for the full year 2019 was $10.2 million, compared to
$0.5 million for the full year 2018. The increase in revenue
was due primarily to the commencement of retail operations in
Pennsylvania, cultivation and manufacturing in Nevada, and retail
and e-commerce operations in New York.
Gross profit for the full year 2019 was $4.8
million, resulting in a gross margin of 47 percent. The increase
over the prior year was due to an increase in retail sales.
Net income (loss) for the full year 2019 was
($30.8) million, or ($0.37) per diluted share, compared to a net
loss of ($18.1) million, or ($0.42) per share, in 2018.
Adjusted EBITDA (Loss) for the full year 2019
was ($11.2) million, compared to $(7.0) million for full year
2018.
Balance Sheet and Liquidity
As of December 31, 2019, the Company had $38.9
million of cash and cash equivalents, and $12.3 million in
investments in securities. Total current assets of $64.5 million
and current liabilities of $33.9 million as of December 31,
2019. The Company therefore had net working capital of $30.6
million at the end of 2019.
Operations Update
Pennsylvania: In July 2019,
Jushi acquired four permits allowing for 12 medical marijuana
dispensaries in Pennsylvania and is currently operating a total of
six medical dispensaries under the Beyond/Hello brand. The Company
expects to open its seventh location in Ardmore, PA, in the second
quarter. The six open dispensaries are in West Chester, Bristol,
Johnstown, Philadelphia (Center City and Northern Liberties), and
Scranton.
In September 2019, the Company signed a
definitive agreement to acquire 80 percent of another Pennsylvania
dispensary permittee, which would take the Company’s
subsidiary‐held dispensary count from 12 to 15, the current maximum
number of dispensaries that can be held by one company or its
affiliates in Pennsylvania. The Company’s purchase is subject to
customary closing conditions, including regulatory approvals.
Illinois: In the first quarter
of 2020, Jushi became the 100 percent owner of two Illinois medical
cannabis dispensaries located in Sauget (adjacent to East St.
Louis) and Normal (Bloomington-Normal metro area). Since acquiring
the two dispensaries, both locations have been re-branded to
Beyond/Hello, and the Sauget dispensary began adult-use sales in
March 2020. The Normal dispensary was approved for adult-use sales
in March 2020 and is expected to begin adult-use sales on May 11th.
Each dispensary is also eligible to seek approval from the IDFPR to
open a second retail location, and Jushi plans to exercise both of
these options and have four adult-use stores operating by the end
of 2020.
Virginia: In September 2019,
Jushi acquired the majority membership interests in Dalitso, a
Virginia-based pharmaceutical processor for medical cannabis
extracts. The permit holder is one of only five applicants to have
received conditional approval for a pharmaceutical processor permit
issued by the Virginia Board of Pharmacy. The designated area for
the permit holder to operate is Health Service Area II, in
NOVA. Also, with the enactment of Senate Bill 976 in April
2020, the Company anticipates adding up to five additional cannabis
dispensing facilities to its operations in Virginia to bring the
total to six dispensaries with a capability for home deliveries.
These six cannabis dispensing facilities will be in addition to the
pharmaceutical processor facility near the City of Manassas, which
will also allow the Company to cultivate, process and deliver
medical cannabis to registered patients in Virginia. Senate Bill
976 will also remove the statutory five percent cap on the
concentration of THC within a cannabis oil formulation and expand
the definition of products a patient can possess.
California: Jushi, through its
subsidiary, anticipates owning and operating a store in Santa
Barbara in the second half of 2020, subject to the closing of a
related acquisition agreement. Moreover, a subsidiary of the
Company also received approval to move forward in the merit-based
application process as one of three selected applicants for a
storefront retail (and ancillary delivery) permit in Culver City,
California.
The Company has terminated the transaction to
acquire the Malibu dispensary pursuant to the terms of the
definitive agreement. The Company also notified the sellers of the
San Diego dispensary, that they are in breach of the pending
definitive agreement and have until May 8, 2020 to cure the
breaches or the Company may terminate the agreement. The Company
will continue to pursue alternative retail opportunities in
specific limited license markets, particularly in jurisdictions
with high barriers of entry, limited market participants, and a
firm handle on the local black market.
Jushi Europe: In February 2020,
Jushi expanded internationally with the formation of Jushi Europe.
Jushi Europe plans to build out its European business through a
combination of strategic acquisitions, partnerships, and license
applications, focused on supplying the highest-quality medical
cannabis products to patients throughout Europe.
The Company’s MD&A and consolidated financial statements for
the fourth quarter and financial year ended December 31, 2019,
along with all previous public filings of the Company, may be found
on SEDAR at www.SEDAR.com.
COVID-19 Update and Outlook
The uncertainty of today’s environment amidst
the COVID-19 crisis has caused delays in the Company’s plans to
expand its footprint in key operating markets. Specifically,
regulatory and construction delays on current underway projects in
Pennsylvania, California, Virginia and Ohio may impact the timing
as to when these new dispensaries and facilities become
operational. Additionally, Jushi has prioritized the health and
safety of its patients, customers and employees, by limiting store
hours to medical patients and those most susceptible to the virus.
The Company has delayed the previously scheduled roll-out adult-use
sales at its Illinois location in Bloomington-Normal metro area by
several weeks, and now expects the dispensary to transition to
adult-use sales on May 11th. The Company will continue to carefully
monitor the impact of these developments in the coming weeks and
months and will reevaluate its plans as the situation evolves.
Through continued investment in and development
of the markets in which we operate, including the closing of
acquisitions, Jushi remains positioned to achieve $200 to $250
million in pro forma revenue in 2021.
Conference Call and Webcast Information
Management will host a conference call and audio
webcast on Thursday, May 7th at 8:30 a.m. ET to answer questions
about the Company's operational and financial highlights. The
dial-in numbers for the conference call are +1-833-646-0490 (U.S.
Toll-Free) or + 1-918-922-6617 (International), conference ID:
4472697. Please dial in 10 to 15 minutes prior to the start time of
the conference call and an operator will register your name and
organization.
The conference call will also be available via
webcast, which can be accessed through the Investor Relations
section of Jushi's website, http://ir.jushico.com/.
For interested individuals unable to join the
conference call, an audio webcast replay will be available and can
be accessed on Jushi’s Investor Relations site,
http://ir.jushico.com/.
About Jushi Holdings Inc.
We are a globally focused cannabis and hemp
company led by an industry leading management team. In the United
States Jushi is focused on building a multi-state portfolio of
branded cannabis and hemp-derived assets through opportunistic
acquisitions, distressed workouts and competitive applications.
Jushi strives to maximize shareholder value while delivering high
quality products across all levels of the cannabis and hemp
ecosystem. For more information please
visit www.jushico.com or our social media
channels, Instagram, Facebook, Twitter and LinkedIn.
Non-IFRS Financial Measures
EBITDA and Adjusted
EBITDA are financial measures that are not
defined under IFRS. We define EBITDA as net income (loss), or
“earnings”, before interest, income taxes, depreciation and
amortization. We define Adjusted EBITDA as EBITDA before: (i) fair
value adjustments on biological assets and fair value adjustments
on sale of inventory; (ii) share-based compensation expense; (iii)
RTO listing expense; and (iv) goodwill impairment losses. We
believe Adjusted EBITDA is a useful measure to assess the
performance of the Company as it provides more meaningful operating
results by excluding the effects of expenses that are not
reflective of our operating business performance and other one-time
or non- recurring expenses, and also provide additional
perspective and insights when analyzing the core operating
performance of the business. These supplemental non-IFRS financial
measures should not be considered superior to, as a substitute for
or as an alternative to, and should only be considered in
conjunction with, the IFRS financial measures presented herein.
Forward-Looking Information and Statements
This press release contains certain
“forward‐looking information” within the meaning of applicable
securities laws, including Canadian securities laws and U.S.
securities laws. All information, other than statements of
historical facts, included in this document that address
activities, events or developments that Jushi expect or anticipate
will or may occur in the future constitutes forward‐looking
information. Forward‐looking information is often, but not always,
identified by the words, “may”, “would”, “could”, “should”, “will”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or
similar expressions and includes, among others, information
regarding: future business strategy; competitive strengths, goals,
expansion and growth of Jushi’s business; operations and plans,
including new revenue streams; the completion of contemplated
acquisitions by Jushi of additional assets; roll out of new
operations; the implementation by Jushi of certain product lines;
implementation of certain research and development; the application
for additional licenses and the grant of licenses that will be or
have been applied for; the expansion or construction of certain
facilities; the expansion into additional U.S. and international
markets; any potential future legalization of adult use and/or
medical marijuana under U.S. federal law; expectations of market
size and growth in the U.S. and the states in which Jushi operates;
expectations for other economic, business, regulatory and/or
competitive factors related to Jushi or the cannabis industry
generally; and other events or conditions that may occur in the
future.
Readers are cautioned that forward‐looking
information and statements are not based on historical facts but
instead are based on assumptions and estimates of management of
Jushi at the time they were provided or made, based on factors that
management believes are appropriate and reasonable in the
circumstances, and involve known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Jushi, as applicable, to
be materially different from any future results, performance or
achievements expressed or implied by such forward‐looking
information and statements. Such factors include, among others:
risks relating to the ability to complete the pipeline
transactions; risks relating to the U.S. regulatory landscape and
enforcement related to cannabis, including political risks; risks
relating to anti‐money laundering laws and regulation; risks
relating to other governmental and environmental regulation; risks
related to public opinion and perception of the cannabis industry;
risks relating to the economy generally; risks relating to
pandemics and forces of nature including but not limited to
COVID-19; risks relating to contracts with third party service
providers; risks relating to the enforceability of contracts; risks
relating to the limited operating history of Jushi; risks relating
to reliance on the expertise and judgment of senior management of
Jushi; risks inherent in an agricultural business; risks relating
to co‐investment with parties with different interests to Jushi;
risks relating to proprietary intellectual property and potential
infringement by third parties; risks relating to the concentrated
founder voting control of Jushi and the unpredictability caused by
the anticipated capital structure; risks relating to the Company’s
recent debt financing and other financing activities including
leverage and the dilution caused by issuing additional securities;
risks relating to the costs associated with Jushi being a publicly
traded company; risks relating to increasing competition in the
industry; risks associated to cannabis products manufactured for
human consumption including potential product recalls; risks
relating to reliance on key inputs, suppliers and skilled labor;
risks relating to reliance on manufacturers and contractors; risks
relating to supply shortages or supply chain disruptions;
cybersecurity risks; risks relating to constraints on marketing
products; risks relating to fraudulent activity by employees,
contractors and consultants; tax and insurance related risks;; risk
of litigation; risks relating to conflicts of interest; risks
relating to certain remedies being limited and the difficulty of
enforcement of judgments and effect service outside of Canada;
risks relating to executed or future acquisitions or dispositions,
including potential future impairment of goodwill or intangibles
acquired; risks relating to the sale of Jushi securities by
existing shareholders; risks relating to the limited market for
securities of the Company; risks relating to the limited research
and data relating to cannabis; risks relating to the Company’s
critical accounting policies and estimates; and other risks and
uncertainties which are more fully described in the Company’s
Filing Statement dated December 5, 2019 and other filings with
securities and regulatory authorities which are available at
www.sedar.com. Although Jushi has attempted to identify important
factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
forward‐looking information and statements will prove to be
accurate as actual results and future events could differ
materially from those anticipated in such information and
statements. Accordingly, readers should not place undue reliance on
forward‐looking information and statements. Forward‐looking
information and statements are provided and made as of the date
hereof and Jushi does not undertake any obligation to revise or
update any forward‐looking information or statements other than as
required by applicable law.
For further information, please contact:
Investor Relations Michael Perlman Executive
Vice President of Investor Relations and Treasury
Investors@jushico.com (561) 453-1308
Media ContactEllen MellodyMATTIO
CommunicationsEllen@Mattio.com (570) 209-2947
JUSHI
HOLDINGS INC. AND SUBSIDIARIES |
CONDENSED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2019 |
|
Three Months Ended December 31, 2018 |
|
Year Ended December 31, 2019 |
|
Period from January 23, 2018 (inception date) to December
31, 2018 |
|
|
|
|
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
6,034,038 |
|
|
$ |
273,001 |
|
|
$ |
10,229,350 |
|
|
$ |
523,364 |
|
Cost of
goods sold |
|
|
3,594,300 |
|
|
|
- |
|
|
|
5,665,452 |
|
|
|
- |
|
Gross profit
before fair value adjustments |
|
$ |
2,439,738 |
|
|
$ |
273,001 |
|
|
$ |
4,563,898 |
|
|
$ |
523,364 |
|
Fair value adjustment on sale of inventory |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Fair value adjustment on biological assets |
|
|
240,156 |
|
|
|
- |
|
|
|
258,840 |
|
|
|
- |
|
Gross
profit |
|
$ |
2,679,894 |
|
|
$ |
273,001 |
|
|
$ |
4,822,737 |
|
|
$ |
523,364 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Operating
expenses: |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
General and administrative expenses |
|
$ |
3,795,812 |
|
|
$ |
2,111,997 |
|
|
$ |
13,789,518 |
|
|
$ |
4,823,519 |
|
Salaries, wages and employee related expenses |
|
|
4,985,987 |
|
|
|
1,093,106 |
|
|
|
14,673,969 |
|
|
|
2,328,609 |
|
Share-based compensation expense |
|
|
1,116,359 |
|
|
|
269,850 |
|
|
|
4,868,435 |
|
|
|
2,478,149 |
|
Acquisition and deal costs |
|
|
153,108 |
|
|
|
234,334 |
|
|
|
2,662,636 |
|
|
|
378,433 |
|
Depreciation and amortization expense |
|
|
963,168 |
|
|
|
73,680 |
|
|
|
2,163,095 |
|
|
|
210,768 |
|
Loss on inventory impairment |
|
|
819,537 |
|
|
|
- |
|
|
|
819,537 |
|
|
|
- |
|
Total
operating expenses |
|
$ |
11,833,972 |
|
|
$ |
3,782,967 |
|
|
$ |
38,977,190 |
|
|
$ |
10,219,478 |
|
|
|
|
|
|
|
|
|
|
Loss from
operations before other income (expense) |
|
$ |
(9,154,078 |
) |
|
$ |
(3,509,965 |
) |
|
$ |
(34,154,453 |
) |
|
$ |
(9,696,114 |
) |
|
|
|
|
|
|
|
|
|
Other
(expense) income: |
|
|
|
|
|
|
|
|
Impairment of goodwill |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(8,990,000 |
) |
RTO listing expense |
|
|
- |
|
|
|
- |
|
|
|
(1,359,971 |
) |
|
|
- |
|
Interest income |
|
|
58,843 |
|
|
|
167,664 |
|
|
|
378,486 |
|
|
|
854,469 |
|
Gains on investments and financial assets |
|
|
2,099,130 |
|
|
|
- |
|
|
|
11,321,330 |
|
|
|
- |
|
Expected credit loss |
|
|
(5 |
) |
|
|
- |
|
|
|
(172,144 |
) |
|
|
- |
|
Interest expense and finance charges |
|
|
(2,009,208 |
) |
|
|
(169,082 |
) |
|
|
(3,253,004 |
) |
|
|
(224,331 |
) |
Pre-acquisition expense |
|
|
(4,000,000 |
) |
|
|
- |
|
|
|
(4,000,000 |
) |
|
|
- |
|
Other (expense) income |
|
|
(4,441 |
) |
|
|
- |
|
|
|
4,977,827 |
|
|
|
- |
|
Total other
(expense) income |
|
$ |
(3,855,681 |
) |
|
$ |
(1,418 |
) |
|
$ |
7,892,524 |
|
|
$ |
(8,359,862 |
) |
|
|
|
|
|
|
|
|
|
Net loss and
comprehensive loss before tax |
|
$ |
(13,009,759 |
) |
|
$ |
(3,511,383 |
) |
|
$ |
(26,261,929 |
) |
|
$ |
(18,055,976 |
) |
Income tax expense |
|
|
(4,119,838 |
) |
|
|
- |
|
|
|
(4,509,009 |
) |
|
|
- |
|
Net loss and
comprehensive loss after tax |
|
$ |
(17,129,597 |
) |
|
$ |
(3,511,383 |
) |
|
$ |
(30,770,938 |
) |
|
$ |
(18,055,976 |
) |
Net loss attributable to non-controlling interests |
|
|
(89,666 |
) |
|
|
- |
|
|
|
(160,211 |
) |
|
|
- |
|
Net loss and
comprehensive loss attributable to Jushi stockholders - basic and
diluted |
|
$ |
(17,039,931 |
) |
|
$ |
(3,511,383 |
) |
|
$ |
(30,610,727 |
) |
|
$ |
(18,055,976 |
) |
Loss and
comprehensive loss per share - basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.37 |
) |
|
$ |
(0.42 |
) |
Weighted
average shares outstanding - basic and diluted |
|
|
96,069,351 |
|
|
|
48,052,774 |
|
|
|
82,058,059 |
|
|
|
43,054,027 |
|
JUSHI
HOLDINGS INC. AND SUBSIDIARIES |
CONDENSED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF |
FINANCIAL POSITION |
|
|
|
|
|
December 31, 2019 |
|
December 31, 2018 |
|
|
|
|
ASSETS |
|
|
|
CURRENT
ASSETS: |
|
|
|
Cash and cash equivalents |
$ |
38,935,652 |
|
|
$ |
38,113,861 |
|
Investments in securities |
|
12,266,735 |
|
|
|
1,233,228 |
|
Other short-term financial assets |
|
5,646,419 |
|
|
|
- |
|
Accounts receivable |
|
394,683 |
|
|
|
525,476 |
|
Prepaid expenses |
|
2,565,020 |
|
|
|
353,495 |
|
Other current assets |
|
188,007 |
|
|
|
- |
|
Inventory |
|
1,957,679 |
|
|
|
- |
|
Biological assets |
|
271,434 |
|
|
|
- |
|
Deferred acquisition costs |
|
2,320,000 |
|
|
|
- |
|
Total current assets |
$ |
64,545,629 |
|
|
$ |
40,226,060 |
|
|
|
|
|
NON-CURRENT
ASSETS: |
|
|
|
Other long-term financial asset |
$ |
- |
|
|
$ |
5,454,252 |
|
Property, plant and equipment |
|
22,592,467 |
|
|
|
- |
|
Other long-term assets |
|
1,180,455 |
|
|
|
413,250 |
|
Other intangible assets, net |
|
93,685,586 |
|
|
|
3,917,232 |
|
Goodwill, net |
|
28,055,238 |
|
|
|
170,000 |
|
Total long-term assets |
$ |
145,513,746 |
|
|
$ |
9,954,734 |
|
Total
assets |
$ |
210,059,375 |
|
|
$ |
50,180,794 |
|
|
|
|
|
LIABILITIES
AND EQUITY |
|
|
|
CURRENT
LIABILITIES: |
|
|
|
Accounts payable |
$ |
1,182,819 |
|
|
$ |
404,260 |
|
Accrued expenses and other current liabilities |
|
7,690,549 |
|
|
|
871,822 |
|
Short-term promissory notes payable |
|
15,634,563 |
|
|
|
- |
|
Short-term lease obligations |
|
969,312 |
|
|
|
- |
|
Short-term redemption liability |
|
8,439,857 |
|
|
|
- |
|
Total current liabilities |
$ |
33,917,100 |
|
|
$ |
1,276,082 |
|
|
|
|
|
LONG-TERM
LIABILITIES: |
|
|
|
Other liabilities |
$ |
1,653 |
|
|
$ |
- |
|
Long-term promissory notes payable |
|
9,988,044 |
|
|
|
- |
|
Senior notes |
|
10,735,752 |
|
|
|
- |
|
Derivative warrants liability |
|
5,528,555 |
|
|
|
- |
|
Long-term lease obligations |
|
5,528,928 |
|
|
|
- |
|
Deferred tax liabilities |
|
20,334,745 |
|
|
|
- |
|
Long-term redemption liability |
|
- |
|
|
|
7,388,547 |
|
Total
liabilities |
$ |
86,034,777 |
|
|
$ |
8,664,629 |
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES |
|
|
|
|
|
|
|
EQUITY: |
|
|
|
Share capital and share reserves |
$ |
163,031,539 |
|
|
$ |
59,572,141 |
|
Accumulated deficit |
|
(48,666,703 |
) |
|
|
(18,055,976 |
) |
Total Jushi stockholders' equity |
$ |
114,364,836 |
|
|
$ |
41,516,165 |
|
Non-controlling interests |
|
9,659,762 |
|
|
|
- |
|
Total equity |
$ |
124,024,598 |
|
|
$ |
41,516,165 |
|
Total
liabilities and equity |
$ |
210,059,375 |
|
|
$ |
50,180,794 |
|
|
|
|
|
JUSHI
HOLDINGS, INC. AND SUBSIDIARIES |
CONDENSED
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
Year Ended December 31, 2019 |
|
For the Period from January 23, 2018 (inception date) to
December 31, 2018 |
|
|
|
|
CASH FLOWS
FROM OPERATING ACTIVITIES: |
|
|
|
Net loss |
$ |
(30,770,938 |
) |
|
$ |
(18,055,976 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
|
2,226,704 |
|
|
|
210,768 |
|
Share-based payments |
|
4,868,435 |
|
|
|
2,478,149 |
|
Non-cash listing expense |
|
1,361,211 |
|
|
|
- |
|
Gain on financial assets |
|
(11,321,330 |
) |
|
|
- |
|
Impairment of goodwill |
|
- |
|
|
|
8,990,000 |
|
Finance charge on lease liabilities |
|
535,371 |
|
|
|
- |
|
Non-cash interest expense (income), net |
|
731,961 |
|
|
|
(301,841 |
) |
Change in present value of redemption liability |
|
1,051,310 |
|
|
|
91,547 |
|
Deferred income tax expense |
|
2,091,760 |
|
|
|
- |
|
Change in fair value of biological assets |
|
(258,840 |
) |
|
|
- |
|
Inventory impairment adjustment |
|
819,537 |
|
|
|
- |
|
Non-cash other income, net |
|
22,573 |
|
|
|
- |
|
Allowance for credit losses |
|
172,144 |
|
|
|
- |
|
Payments for advances expensed |
|
5,000,000 |
|
|
|
- |
|
Changes in operating assets and liabilities, net of
acquisitions: |
|
|
|
Accounts receivable |
$ |
(32,283 |
) |
|
$ |
(417,477 |
) |
Prepaid expenses and other current assets |
|
(2,083,261 |
) |
|
|
(311,494 |
) |
Inventory and biological assets |
|
(1,366,109 |
) |
|
|
- |
|
Other assets |
|
(674,498 |
) |
|
|
(413,250 |
) |
Accounts payable and accrued expenses |
|
4,856,433 |
|
|
|
1,167,082 |
|
Net cash flows used in operating activities |
$ |
(22,769,820 |
) |
|
$ |
(6,562,492 |
) |
|
|
|
|
CASH FLOWS
FROM INVESTING ACTIVITIES: |
|
|
|
Payments for acquisitions, net of cash acquired |
$ |
(44,895,190 |
) |
|
$ |
(1,137,000 |
) |
Payments for deferred acquisition costs |
|
(2,270,000 |
) |
|
|
- |
|
Payments for advances for acquisitions |
|
(5,000,000 |
) |
|
|
- |
|
Purchases of property, plant and equipment |
|
(8,170,816 |
) |
|
|
- |
|
Payments for other intangibles |
|
(646,194 |
) |
|
|
- |
|
Payments for investments in securities |
|
- |
|
|
|
(1,233,228 |
) |
Payments for investment in other financial asset |
|
- |
|
|
|
(5,329,252 |
) |
Proceeds from sale of investment or financial asset |
|
134,628 |
|
|
|
105,000 |
|
Proceeds from notes receivable |
|
- |
|
|
|
9,128,034 |
|
Payments for investment in notes receivable |
|
(100,000 |
) |
|
|
(3,934,522 |
) |
Net cash flows used in investing activities |
$ |
(60,947,572 |
) |
|
$ |
(2,400,968 |
) |
|
|
|
|
CASH FLOWS
FROM FINANCING ACTIVITIES: |
|
|
|
Issuance of shares for cash, net |
$ |
79,518,673 |
|
|
$ |
49,066,321 |
|
Proceeds from issuance of senior notes and derivative warrants, net
of financing costs |
|
16,125,574 |
|
|
|
- |
|
Payments on note payable |
|
(11,548,687 |
) |
|
|
(1,989,000 |
) |
Payments on lease obligations |
|
(853,156 |
) |
|
|
- |
|
Proceeds from exercise of share-based compensation |
|
1,319,352 |
|
|
|
- |
|
Net cash flows provided by financing activities |
$ |
84,561,756 |
|
|
$ |
47,077,321 |
|
|
|
|
|
Effect of
currency translation on cash |
|
(22,573 |
) |
|
|
- |
|
|
|
|
|
NET CHANGE
IN CASH |
$ |
821,791 |
|
|
$ |
38,113,861 |
|
|
|
|
|
CASH,
BEGINNING OF PERIOD |
|
38,113,861 |
|
|
|
- |
|
|
|
|
|
CASH, END OF
PERIOD |
$ |
38,935,652 |
|
|
$ |
38,113,861 |
|
JUSHI
HOLDINGS INC. AND SUBSIDIARIES |
Unaudited
Reconciliation of Net Loss to Adjusted EBITDA |
|
|
|
|
|
|
|
Period from January 23, 2018 (inception date) to December
31, 2018 |
|
Three Months Ended December 31, 2019 |
|
Three Months Ended December 31, 2018 |
|
Year Ended December 31, 2019 |
|
|
|
|
|
|
|
Net loss |
$ |
(17,129,597 |
) |
|
$ |
(3,511,383 |
) |
|
$ |
(30,770,938 |
) |
|
$ |
(18,055,976 |
) |
Income tax
expense |
|
4,119,838 |
|
|
|
- |
|
|
|
4,509,009 |
|
|
|
- |
|
Interest
expense (income), net |
|
1,950,366 |
|
|
|
1,418 |
|
|
|
2,874,518 |
|
|
|
(630,139 |
) |
Depreciation
and amortization |
|
1,026,776 |
|
|
|
73,680 |
|
|
|
2,226,703 |
|
|
|
210,768 |
|
EBITDA (Non-IFRS) |
$ |
(10,032,617 |
) |
|
$ |
(3,436,285 |
) |
|
$ |
(21,160,708 |
) |
|
$ |
(18,475,346 |
) |
Non-cash
share-based compensation |
|
1,116,359 |
|
|
|
269,850 |
|
|
|
4,868,435 |
|
|
|
2,478,149 |
|
Fair value
adjustments on biological assets and fair value adjustments on sale
of inventory |
|
(240,156 |
) |
|
|
- |
|
|
|
(258,840 |
) |
|
|
- |
|
RTO listing
expense |
|
- |
|
|
|
- |
|
|
|
1,359,971 |
|
|
|
- |
|
Pre-acquisition expense |
|
4,000,000 |
|
|
|
|
|
4,000,000 |
|
|
|
Impairment
loss |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8,990,000 |
|
Adjusted EBITDA (Non-IFRS) |
$ |
(5,156,413 |
) |
|
$ |
(3,166,435 |
) |
|
$ |
(11,191,142 |
) |
|
$ |
(7,007,197 |
) |
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