Schwazze Announces Fourth Quarter and Full Year 2020 Financial ResultsPosted by On



DENVER–()–Cannabis growth operator, Schwazze, (OTCQX: SHWZ) (“Schwazze ” or “the Company”), today announced financial results for its fourth quarter and full year ended December 31, 2020. The Company also issued annual revenue and adjusted EBITDA guidance for 2021 that excludes any unannounced acquisitions and set a goal to double proforma revenue over the twelve months through accretive acquisitions and internal growth.

“Completing our Star Buds acquisition marks a significant leap forward for Schwazze that we believe positions us as the number one cannabis company by revenue in Colorado and one of the most profitable cannabis companies in the U.S.,” said Justin Dye, Chairman and CEO. “We are currently integrating the 13 Star Buds dispensary locations into our data-driven operating system to create operational and financial synergies and expect to complete the process by mid-June. We have already launched a budtenders’ training program to enhance customer satisfaction and are now working on standardizing and improving the merchandising mix and store layout, implementing a new POS system to track product-specific sales data, updating the pricing strategy, and installing interactive digital consumer engagement tools. We are confident that these measures will improve the customer experience and result in revenue and gross margin expansion across our current dispensary footprint.”

Dye continued, “We have a robust pipeline of acquisition targets across cultivation, manufacturing, and retail that fit our criteria. New transactions will be announced upon completion of definitive agreements. Our view is that Colorado is a fundamentally attractive market that is poised for consolidation and our goal is to double Schwazze’s proforma revenue over the next twelve months through accretive acquisitions and internal growth. We look forward to sharing our progress as we create the next era of cannabis that lowers the barrier of acceptance for mainstream America and accelerates innovation in health, happiness and quality of life for consumers.”

Business Update

  • On March 3, 2021, the Company announced that it had completed its acquisition of all 13 Star Buds dispensaries in Colorado by closing on the asset purchase of the five Star Buds that it had not already previously acquired. This follows the asset purchase of six Star Buds on December 17 and 18, 2020 and the asset purchase of two Star Buds on February 4, 2021.

    • Star Buds is one of the most recognized and successful retail cannabis operators in the United States based on revenue-per-location and profit. Upon completing this transaction, the Company has become one the first publicly traded companies with full seed to sale operations in Colorado consisting of 17 dispensaries, manufacturing, and cultivation.
    • Total consideration was approximately $118 million, consisting of $44.25 million in cash, $44.25 million in sellers’ notes, and $29.5 million in Series A Preferred Stock (at a price of $1,000 per share).
    • Together with Schwazze and the proforma revenue for 2020 Mesa Organics Ltd, acquired by Schwazze in April 2020, total 2020 proforma revenue is estimated to be approximately $100 million on a combined basis. The 13 Star Buds generated total revenue in 2020 of approximately $75 million.
  • From December 2020 to March 2021, the Company raised a total of $72.76 million in financing split between a private placement offering of $57.76 million and debt financing of $15 million. The first $10 million of the debt financing was funded immediately while the remaining $5 million will be funded as part of the closing of an identified acquisition.
  • On March 15, 2020, the Company announced that Jeff Cozad and Salim Wahdan have been appointed to the Schwazze Board of Directors.

    • Mr. Cozad is the co-founder of CRW Cann Holdings, LLC – a special purpose vehicle created to support Schwazze’s vision of becoming the leading vertically integrated player in the Colorado cannabis market. He is also the Managing Partner of his family office, Cozad Investments, LP, which has completed more than 20 investments across a disparate set of industries over the past 13 years.
    • Mr. Wahdan has close to two decades of entrepreneurial experience owning and operating retail businesses. Most recently, he was a partner and operator of Star Buds in Adams, Louisville, and Westminster, several of the Star Buds’ branded dispensaries the Company purchased between December 2020 and March 2021. Mr. Wahdan was instrumental in the early growth of the Star Buds franchise. Previous to his time in the cannabis industry, Mr. Wahdan owned and operated various retail concepts in Colorado.

Fourth Quarter 2020 Financial Results

Total revenue was $7.9 million during the three months ended December 31, 2020, an increase of approximately 139% as compared to $3.3 million during the same period in 2019. Compared to the year-ago period, product sales increased to $7.8 million from $2.2 million while consulting and licensing fees decreased to $0.1 million from $1.1 million. The increase in product sales can largely be attributed to the revenue associated with the acquisition of Mesa Organics in April 2020.

Cost of services were $7.3 million during the three months ended December 31, 2020 as compared to $2.1 million during the same period in 2019. This increase was due to increased sales of product.

Gross profit was $0.6 million during the three months ended December 31, 2020 as compared to $1.2 million during the same period in 2019. Gross profit margin increased as a percentage of revenue mostly driven by the strength of the Mesa Organics acquisition.

Operating expenses were $9.4 million during the three months ended December 31, 2020 as compared to $6.7 million during the same period in 2019. This increase was due to increased selling, general and administrative expenses, professional service fees, salaries, benefits and related employment costs and non-cash, stock-based compensation.

Net loss was $8.5 million during the three months ended December 31, 2020, or a loss of approximately $0.21 per share on a basic weighted average, as compared to net loss of $3.4 million, or a loss of approximately $0.10 per share on a basic weighted average during the three months ended December 31, 2019.

Full Year 2020 Financial Results

Total revenue was $24.0 million during the twelve months ended December 31, 2020, an increase of approximately 94% as compared to $12.4 million during the same period in 2019. Compared to the year-ago period, product sales increased to $22.5 million from $7.8 million while consulting and licensing fees declined to $1.5 million from $4.6 million, the latter which included $1.8 million awarded in litigation (which the Company views as non-recurring).

Cost of services were $17.2 million during the twelve months ended December 31, 2020 as compared to $7.6 million during the same period in 2019. This increase was due primarily to increased sale of products and includes a $1.4 million inventory purchase price valuation adjustment.

Gross profit was $6.8 million during the twelve months ended December 31, 2020 as compared to $4.8 million during the same period in 2019. Gross profit declined as percentage of revenue due to the product mix increase in 2020, a one-time inventory purchase price valuation adjustment and the one-time litigation revenue in 2019.

Operating expenses were $29.7 million during the twelve months ended December 31, 2020 as compared to $21.9 million during the same time period in 2019. This increase was due to increased selling, general and administrative expenses, professional service fees, salaries, benefits and related employment costs and non-cash, stock-based compensation.

Net loss was $19.4 million for the year-ended December 31, 2020, or a loss of approximately $0.47 per share on a basic weighted average, as compared to net loss of $17.0 million, or $0.50 per share on a basic weighted average, for the year ended December 31, 2019.

The Company’s had $1.2 million classified as cash and cash equivalents at December 31, 2020.

2021 Guidance

The Company is providing the following outlook for 2021 that excludes any unannounced acquisitions:

  • Total projected revenue of approximately $105 million to $125 million; and
  • Projected adjusted EBITDA, a non-GAAP measure, of approximately $28 million to $36 million.

So far in 2021, the Company is generating positive cash flow. The Company is optimistic regarding the full year based upon results to date, the integration of Star Buds acquisitions which is proceeding well, and the expectation of synergies between operating companies. However, there are also a number of challenges from external factors that may have an unknown impact on the overall business, such as Covid-19, government stimulus, and legislation.

Adjusted EBITDA represents income (loss) from operations, as reported, before interest and tax, adjusted to exclude non-recurring items, other non-cash items, including stock-based compensation expense, depreciation and amortization, and further adjusted to remove acquisition related costs, and other one-time expenses, such as severance. The company uses adjusted EBITDA as it believes it better explains the results of our core business. The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it cannot provide guidance for the various reconciling items. The Company is unable to provide guidance for these reconciling items because it cannot determine their probable significance, as certain items are outside of its control and cannot be reasonably predicted. Accordingly, a reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.

Conference Call and Webcast

Investors interested in participating in the conference call can dial 201-389-0879 or listen to the webcast from the Company’s “Investors” website at https://ir.schwazze.com. The webcast will later be archived as well.

Following their prepared remarks, Chief Executive Officer Justin Dye and Chief Financial Officer Nancy Huber will also answer investor questions. Investors may submit questions in advance or during the conference call itself through the weblink: http://public.viavid.com/index.php?id=143945. This weblink has also been posted to the Company’s “Investors” website.

About Schwazze

Schwazze (OTCQX: SHWZ) is focused on building the premier vertically integrated cannabis company in Colorado. The company’s leadership team has deep expertise in mainstream CPG, retail, and product development at Fortune 500 companies as well as in the cannabis sector. The organization has a high-performance culture and a focus on analytical decision making, supported by data. Customer-centric thinking inspires Schwazze’s strategy and provides the foundation for the Company’s operational playbooks.

Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “believes,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,”, “estimates”, “predicts,”, “position”, “goal”, “continue”, or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (v) actual shareholder returns, (vii) our ability to successfully close on the second $5 million tranche under the term loan described above, (viii) our ability to successfully execute our growth strategy in Colorado and outside the state, (ix) our ability to identify and consummate future acquisitions that meet our criteria, (x) our ability to successfully integrate acquired businesses and realize synergies therefrom, (xi) the ongoing COVID-19 pandemic, and (xii) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

MEDICINE MAN TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

Expressed in U.S. Dollars

 

 

 

December 31,

2020

 

 

December 31,

2019

 

 

 

 

 

 

 

 

Assets

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,231,235

 

 

$

11,853,627

 

Accounts receivable, net of allowance for doubtful accounts

 

 

1,270,380

 

 

 

313,317

 

Accounts receivable – related party

 

 

80,494

 

 

 

72,658

 

Inventory

 

 

2,619,145

 

 

 

684,940

 

Notes receivable – related party

 

 

181,911

 

 

 

767,695

 

Prepaid expenses

 

 

614,200

 

 

 

529,416

 

Prepaid acquisition costs

 

 

 

 

 

1,347,462

 

Total current assets

 

 

5,997,365

 

 

 

15,569,115

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Fixed assets, net of accumulated depreciation of $872,579 and $159,354, respectively

 

 

2,584,798

 

 

 

239,078

 

Goodwill

 

 

53,046,729

 

 

 

12,304,306

 

Intangible assets, net of accumulated amortization of $200,456 and $19,811, respectively

 

 

3,082,044

 

 

 

75,289

 

Marketable securities, net of unrealized loss of $129,992 and $1,792,569, respectively

 

 

276,782

 

 

 

406,774

 

Accounts receivable – litigation

 

 

3,063,968

 

 

 

3,063,968

 

Deferred tax assets, net

 

 

 

 

 

268,423

 

Notes receivable – noncurrent, net

 

 

 

 

 

241,711

 

Other non-current assets

 

 

51,879

 

 

 

 

Operating lease right of use assets

 

 

2,579,036

 

 

 

59,943

 

Total non-current assets

 

 

64,685,236

 

 

 

16,659,492

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

70,682,601

 

 

$

32,228,607

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,508,479

 

 

$

699,961

 

Accounts payable – related party

 

 

48,982

 

 

 

15,372

 

Accrued expenses

 

 

2,705,445

 

 

 

1,091,204

 

Derivative liabilities

 

 

1,047,481

 

 

 

3,773,382

 

Deferred revenue

 

 

50,000

 

 

 

 

Notes payable – related party

 

 

5,000,000

 

 

 

 

Income taxes payable

 

 

 

 

 

1,940

 

Total current liabilities

 

 

12,360,386

 

 

 

5,581,859

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term debt

 

 

13,901,759

 

 

 

 

Lease liabilities

 

 

2,645,597

 

 

 

66,803

 

Total long-term liabilities

 

 

16,547,356

 

 

 

66,803

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

28,907,742

 

 

 

5,648,662

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Preferred stock $0.001 par value. 10,000,000 authorized, 19,716 shares issued and outstanding December 31, 2020 and zero shares issued and outstanding at December 31, 2019, respectively.

 

 

20

 

 

 

 

Common stock $0.001 par value. 250,000,000 authorized, 42,601,773 shares issued and 42,169,041 outstanding at December 31, 2020 and 39,952,626 shares issued and 39,694,894 outstanding at December 31, 2019, respectively.

 

 

42,602

 

 

 

39,953

 

Additional paid-in capital

 

 

85,357,835

 

 

 

50,356,469

 

Accumulated deficit

 

 

(42,293,098

)

 

 

(22,816,477

)

Common stock held in treasury, at cost, 432,732 shares held at December 31, 2020 and 257,732 shares held at 2019, respectively

 

 

(1,332,500

)

 

 

(1,000,000

)

Total shareholders’ equity

 

 

41,774,859

 

 

 

26,579,945

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

70,682,601

 

 

$

32,228,607

 

See accompanying notes to the financial statements that can be found within the SEC Form on 10-K that will be filed on March 31, 2021.

MEDICINE MAN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME

For the Years Ended December 31, 2020 and 2019

Expressed in U.S. Dollars

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

Product sales, net

 

$

7,079,034

 

$

1,890,456

 

$

21,371,408

 

 

$

6,468,230

 

Product sales – related party, net

 

 

685,468

 

 

292,877

 

 

1,170,398

 

 

 

1,351,578

 

Litigation revenue

 

 

 

 

 

 

 

 

 

1,782,457

 

Licensing and consulting fees

 

 

158,191

 

 

1,110,363

 

 

1,425,778

 

 

 

2,767,649

 

Other operating revenues

 

 

20,322

 

 

7,095

 

 

33,268

 

 

 

31,041

 

Total operating revenues

 

 

7,943,015

 

 

3,300,791

 

 

24,000,852

 

 

 

12,400,955

 

Cost of goods and services

 

 

 

 

 

 

 

 

 

 

 

Cost of goods and services

 

 

7,322,355

 

 

2,144,852

 

 

17,226,486

 

 

 

7,616,221

 

Total cost of goods and services

 

 

7,322,355

 

 

2,144,852

 

 

17,226,486

 

 

 

7,616,221

 

Gross profit

 

 

620,660

 

 

1,155,939

 

 

6,774,366

 

 

 

4,784,734

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

1,469,512

 

 

1,168,615

 

 

4,523,603

 

 

 

2,261,317

 

Professional services

 

 

3,155,114

 

 

(244,895)

 

 

8,545,300

 

 

 

3,357,877

 

Salaries, benefits, and related expenses

 

 

2,404,407

 

 

1,704,545

 

 

8,377,889

 

 

 

3,567,535

 

Stock-based compensation

 

 

2,414,705

 

 

4,113,087

 

 

8,230,513

 

 

 

7,279,363

 

Derivative expense – contingent compensation

 

 

 

 

 

 

 

 

 

5,400,559

 

Total operating expenses

 

 

9,443,738

 

 

6,741,352

 

 

29,677,305

 

 

 

21,866,651

 

(Loss) Income from operations

 

 

(8,823,078)

 

 

(5,585,413)

 

 

(22,902,939

)

 

 

(17,081,917

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

 

 

 

 

(151,169)

 

 

 

 

 

(151,169

)

Gain on forfeiture of contingent consideration

 

 

 

 

 

 

1,462,636

 

 

 

 

Unrealized gain on derivative liabilities

 

 

(264,586)

 

 

2,079,267

 

 

1,263,264

 

 

 

1,627,177

 

Unrealized loss on marketable securities

 

 

(250,793)

 

 

(334,532)

 

 

(129,992

)

 

 

(1,792,569

)

Other income (expense)

 

 

(88,186)

 

 

 

 

32,621

 

 

 

 

Interest (expense) income, net

 

 

 

 

(4,380)

 

 

(41,460

)

 

 

(160,195

)

Total other expense

 

 

(603,565)

 

 

1,589,186

 

 

2,587,069

 

 

 

(476,756

)

(Loss) income before income taxes

 

 

(9,426,643)

 

 

(3,996,227)

 

 

(20,315,870

)

 

 

(17,558,673

)

Provision for income tax (benefit) expense

 

 

(899,109)

 

 

(582,931)

 

 

(899,109

)

 

 

(582,931

)

Net (loss) income

 

$

(8,527,534)

 

$

(3,413,296)

 

$

(19,416,761

)

 

$

(16,975,742

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic (loss) earnings per common share

 

$

(0.21)

 

$

(0.10)

 

$

(0.47

)

 

$

(0.50

)

Diluted (loss) earnings per common share

 

$

(0.21)

 

$

(0.10)

 

$

(0.47

)

 

$

(0.50

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

41,217,026

 

 

33,740,557

 

 

41,217,026

 

 

 

33,740,557

 

Diluted

 

 

41,217,026

 

 

33,740,557

 

 

41,217,026

 

 

 

33,740,557

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive (loss) income

 

$

(8,527,534)

 

$

(3,413,296)

 

$

(19,416,761

)

 

$

(16,975,742

)

See accompanying notes to the financial statements that can be found within the SEC Form on 10-K that will be filed on March 31, 2021.

MEDICINE MAN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2020 and 2019

Expressed in U.S. Dollars

 

 

 

Year Ended

December 31,

 

 

Year Ended

December 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities of continuing operations:

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(19,416,761

)

 

$

(16,975,742

)

Adjustments to reconcile net (loss) income to cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

476,592

 

 

 

61,708

 

Deferred taxes

 

 

268,423

 

 

 

(268,423

)

Derivative expense

 

 

 

 

 

5,400,559

 

Unrealized gain on derivative liabilities

 

 

(2,725,901

)

 

 

(1,627,176

)

Unrealized loss on marketable securities

 

 

129,992

 

 

 

1,792,569

 

Stock-based compensation

 

 

8,230,513

 

 

 

7,184,363

 

Other

 

 

 

 

 

151,169

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

874,616

 

 

 

(3,361,194

)

Inventory

 

 

781,512

 

 

 

(195,701

)

Prepaid expenses

 

 

(84,784

)

 

 

(383,592

)

Other assets

 

 

(51,879

)

 

 

 

Operating leases right of use assets and liabilities

 

 

59,701

 

 

 

6,860

 

Accounts payable and accrued liabilities

 

 

1,610,226

 

 

 

1,241,626

 

Deferred revenue

 

 

50,000

 

 

 

 

Income taxes payable

 

 

(1,940

)

 

 

(580,991

)

Net cash used in operating activities

 

 

(9,799,690

)

 

 

(7,553,965

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(33,278,462

)

 

 

 

Repayment (issuance) of notes receivable

 

 

827,495

 

 

 

(916,518

)

Purchase of fixed assets

 

 

(768,173

)

 

 

(200,238

)

Net cash used in investing activities

 

 

(33,219,140

)

 

 

(1,116,756

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of stock, net of issuance costs and returns

 

 

12,625,312

 

 

 

19,600,000

 

Proceeds from issuance of notes payable, net

 

 

5,000,000

 

 

 

 

Proceeds from issuance of long term debt, net

 

 

13,901,759

 

 

 

 

Proceeds from exercise of common stock purchase warrants, net of issuance costs

 

 

374,810

 

 

 

602,560

 

Net cash provided by financing activities

 

 

31,901,882

 

 

 

20,202,560

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

(11,116,948

)

 

 

11,531,839

 

Cash and cash equivalents at beginning of period

 

 

12,348,183

 

 

 

321,788

 

Cash and cash equivalents at end of period

 

$

1,231,235

 

 

$

11,853,627

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

41,565

 

 

$

192,107

 

Cash paid for income taxes

 

$

 

 

$

268,423

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Common stock issued in connection with long term service contracts

 

$

 

 

$

95,000

 

Return of common stock

 

$

332,500

 

 

$

1,000,000

 

 



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