CANN 8-K/A
TREES Corp (Colorado) (CANN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2023 (
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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
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. ◻
Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by TREES Corporation (the “Company”) dated December 12, 2022, and filed with the Securities and Exchange Commission on December 13, 2022 (the “Original 8-K”). This Form 8-K/A is being filed solely for the purpose of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported acquisition of substantially all the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Combined Entities”).
This Form 8-K/A amends and supplements the Original 8-K to include the historical audited and unaudited combined financial statements of the Green Tree Combined Entities and the pro forma financial information required by Item 9.01 of Form 8-K that were not included in the Original 8-K in reliance on the instructions to such item. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.
Item 9.01Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited combined financial statements of the Green Tree Combined Entities as of and for the years ended December 31, 2021 and 2020, with the accompanying notes, are filed herewith as Exhibit 99.1 to this Form 8-K/A.
Th unaudited combined financial statements of the Green Tree Combined Entities for the quarter ended September 30, 2022, with the accompanying notes, are filed herewith as Exhibit 99.2 to this Form 8-K/A.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information that gives effect to the Company’s acquisition of the Green Tree Combined Entities is filed herewith as Exhibit 99.3 to this Form 8-K/A.
(d) The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K/A.
Exhibit No. |
| Description |
23.1 | ||
99.1 | ||
99.2 | ||
99.3 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
Dated: March 10, 2023
TREES CORPORATION | ||
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| By: | /s/ Adam Hershey |
| Name: | Adam Hershey |
| Title: | Interim Chief Executive Officer |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Form 8-K-A of our report dated September 16, 2022, relating to the financial statements of Green Tree Combined Entities as of December 31, 2021 and 2020.
Certified Public Accountants
Lakewood, CO
March 8, 2023
Exhibit 99.1
Green Tree
Combined Entities
Combined Financial Statements
For the years ended December 31, 2021 and 2020
Green Tree
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To the Members’ and Board of Directors of Green Tree Combined Entities
Opinion
We have audited the accompanying financial statements of Green Tree Combined Entities which comprise the balance sheets as of December 31, 2021 and 2020, and the related statements of income, statement of Members’ Equity, and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Tree Combined Entities as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United State of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Green Tree Combined Entities and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are available to be issued.
Auditor’s Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the
aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
BF Borgers CPA PC
Certified Public Accountants
Lakewood, CO
September 16, 2022
We have served as the Company’s auditor since 2022
Green Tree
As of December 31, |
| 2021 |
| 2020 |
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ASSETS | | | | | | ||
Current Assets | | | | | | ||
Cash and cash equivalents | | $ | 156,206 | | $ | 525,516 | |
Promissory note -current | | | 172,361 | | | 235,949 | |
Related party receivable | | | — | | | 80,000 | |
Inventory | | | 800,484 | | | 514,793 | |
Prepaid expenses and other current assets | | | 61,573 | | | 117,878 | |
Total current assets | | | 1,190,624 | | | 1,474,136 | |
Non-current assets | | | | | | ||
Property and equipment, net | | | 1,441,834 | | | 1,641,206 | |
Operating lease right-of-use asset | | | 787,227 | | | 1,165,256 | |
Promissory note non-current | | | — | | | 172,361 | |
Other non-current assets | | | 104,345 | | | 91,261 | |
Total non-current assets | | | 2,333,406 | | | 3,070,084 | |
Total Assets | | $ | 3,524,030 | | $ | 4,544,220 | |
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LIABILITIES AND MEMBERS' EQUITY | | | | | | ||
Current liabilities | | | | | | ||
Accounts payable and accrued liabilities | | $ | 342,580 | | $ | 431,022 | |
Current portion of lease obligation | | | 492,045 | | | 369,014 | |
Total current liabilities | | | 834,625 | | | 800,036 | |
Long-term liabilities | | | | | | ||
Lease obligation, net of current portion | | | 408,769 | | | 866,931 | |
Total liabilites | | | 1,243,394 | | | 1,666,967 | |
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Commitments and contingencies (see note 6) | | | — | | | — | |
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Members' equity | | | 2,280,636 | | | 2,877,253 | |
Total liabilities and members' equity | | $ | 3,524,030 | | $ | 4,544,220 | |
See accompanying independent auditor’s report and notes to the financial statements
Green Tree
Statements of Income and Members’ Equity
For the year ended December 31, |
| 2021 |
| 2020 |
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Sales | | $ | 10,021,448 | | $ | 9,930,614 | |
Related party sales | | | 142,192 | | | 385,651 | |
Cost of goods sold | | | 6,799,810 | | | 7,112,973 | |
Gross margin | | | 3,363,830 | | | 3,203,292 | |
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SG&A Operating expenses | | | | | | ||
Labor and benefits | | | 2,263,765 | | | 1,823,056 | |
Occupancy costs | | | 197,449 | | | 446,173 | |
Legal and professional services | | | 97,245 | | | 124,580 | |
Advertising and promotion | | | 115,422 | | | 107,957 | |
Office supplies and equipment | | | 79,667 | | | 90,812 | |
Repairs and maintenance | | | 72,181 | | | 77,952 | |
Depreciation and amortization | | | 296,824 | | | 379,232 | |
Other operating expense | | | 337,814 | | | 367,049 | |
Total SG&A operating expenses | | | 3,460,367 | | | 3,416,811 | |
Operating income | | | (96,537) | | | (213,519) | |
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Other (income) expense | | | | | | ||
Gain on sale of assets | | | — | | | (437,940) | |
Other (income) expense | | | (8,374) | | | 345 | |
Total other expense | | | (8,374) | | | (437,595) | |
Net Income | | $ | (88,163) | | $ | 224,076 | |
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Members' equity, beginning of the year | | $ | 2,877,253 | | $ | 2,900,109 | |
Contributions from members | | | 330,954 | | | 449,254 | |
Distributions to members | | | (839,409) | | | (696,186) | |
Members' equity, end of the year | | $ | 2,280,636 | | $ | 2,877,253 | |
See accompanying independent auditor’s report and notes to the financial statements
Green Tree
For the year ended December 31, |
| 2021 |
| 2020 |
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Cash flows from operating activities | | | | | | ||
Net income | | $ | (88,163) | | $ | 224,076 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | ||
Depreciation | | | 296,824 | | | 379,232 | |
Gain on sale of business | | | — | | | (437,940) | |
Operating lease expense in excess of (less than) lease payments | | | 42,898 | | | (14,173) | |
Changes in operating assets and liabilities: | | | | | | ||
Inventories | | | (285,691) | | | 219,014 | |
Prepaid expenses and other current assets | | | 56,305 | | | (61,839) | |
Other non-current assets | | | (13,084) | | | (23,239) | |
Accounts payable and accrued expenses | | | (88,440) | | | 247,013 | |
Net cash provided by operating activities | | $ | (79,351) | | $ | 532,144 | |
Cash flows from investing activities | | | | | | ||
Proceeds from sale of business | | $ | 235,949 | | $ | 291,650 | |
Collection of (disbursements for) related party note receivable | | | 80,000 | | | (25,508) | |
Purchase of property and equipment | | | (97,453) | | | (186,232) | |
Net cash provided by investing activities | | $ | 218,496 | | $ | 79,910 | |
Cash flows from financing activities | | | | | | ||
Contributions from members | | $ | 330,954 | | $ | 449,254 | |
Distributions to members | | | (839,409) | | | (696,186) | |
Net cash used for financing activities | | $ | (508,455) | | $ | (246,932) | |
Net (decrease) increase in cash and cash equivalents | | | (369,310) | | | 365,122 | |
Cash and cash equivalents at the beginning of the year | | | 525,516 | | | 160,394 | |
Cash and cash equivalents at the end of the year | | $ | 156,206 | | $ | 525,516 | |
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Supplemental cash flow Information | | | | | | ||
Cash paid during the year for: | | | 2021 | | | 2020 | |
Amounts included in the measurement of lease liabilities | | $ | 509,213 | | $ | 597,743 | |
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Supplemental non-cash information | | | | | | ||
Non-cash proceeds from sale of business | | $ | — | | $ | 408,310 | |
See accompanying independent auditor’s report and notes to the financial statements
1. |
The financial statements presented herein are the combined financial statements of Ancient Alternatives, LLC, Natural Alternatives for Life, LLC, Hillside Enterprises, LLC, Mountainside Industries, LLC, and GT Creations, LCC (altogether “Green Tree” or the “Company”). The Company’s principal businesses include the cultivation and wholesale distribution of cannabis, and the retail sale of both medicinal and recreational cannabis products, including the production and sale of marijuana infused products. The Companies’ operations are located in Boulder, Longmont, and Berthoud, Colorado.
The Company’s business is subject to legal risk. Even though the State of Colorado has granted licenses to the Company for cultivation and retail distribution of marijuana products, these activities remain illegal under federal law. This causes difficulty in obtaining traditional banking and financing relationships. If the federal government elects to enforce the laws as currently written or changes the laws with respect to cannabis, it could have an adverse effect on the Company’s operations, including potential prosecution under the laws and liquidation of the Company. The Company is also subject to a variety of state laws, regulations, and local ordinances.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Transactions between two or more of the companies within the combined group have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and such results could be material.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. FDIC insured cash balances held in a bank are approximately $107,000 and $482,000 as of December 31, 2021 and 2010, respectively. The Company has not experienced any losses on this account, and management believes that the Company’s risk of loss is remote. The remainder of the Company’s recorded cash balances consist of cash on hand and a money market investment .
Inventories
Inventories consists of marijuana plants, marijuana flower, edibles, concentrates, and accessories. Inventories are stated at the lower of cost or net realizable value. Net realizable value is determined as the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. The Company periodically reviews physical inventory to specifically identify and adjust the value of excess, obsolete, and otherwise unsaleable items. Based on the low level of historical write-offs and frequent inventory turnover, management believes that obsolete inventory as of the fiscal year end is immaterial, and therefore no reserve for obsolete inventory is recorded as of December 31, 2021 or 2020.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. When property and equipment is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and gains or losses are recorded in the statements of income. Expenditures for maintenance and repairs are expensed as incurred.
Depreciation is determined using the straight-line method over the following estimated useful lives:
Leasehold improvements | 3-12 years |
Furniture and equipment | 5-7 years |
Computer equipment | 5 years |
Impairment of Long-Lived Assets
GAAP requires that long-lived assets, such as property and equipment, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. Specifically, management projects undiscounted cash flows expected over the period to be benefited. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable, supportable assumptions. Any impairment recognized is permanent and may not be restored. As of December 31, 2021, and 2020, the Company believes no indicators of impairment exist.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers and all the related amendments (the “revenue standard” or “ASC 606”).
The Company generates revenue from the sale of cannabis to wholesale and individual retail customers. It recognizes this revenue at a point in time when control of the goods has been transferred to the customer at an amount which reflects the consideration the Company receives in exchange for those goods. The Company’s sales consist of a single performance obligation for which the transaction price for a given product sold is equivalent to the price quoted for the product, net of any discounts or allowances applicable at a point in time.
The Company has elected to exclude from measurement of the transaction price all taxes (e.g., sales, use, value added and certain excise taxes) that are assessed by a governmental authority in connection with a specific revenue-producing transaction and collected by the Company from the customer. Accordingly, the Company recognizes revenue net of taxes.
The Company generally does not have contract assets or contract liabilities.
Leases
The Companies account for leases in accordance with ASC 842 requires companies leasing assets to recognize on their balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset. The Company elected to apply the short-term lease exemption for all leases with an original term of less than 12 months, for purposes of applying the recognition and measurement requirements in the new lease standard. See Note 4 for further discussion of the Company’s leases.
Cost of Goods Sold
Cost of goods sold includes the costs of inventory sold including the product packaging as well as any inventory shrink due to theft or waste.
Advertising and Marketing costs
Advertising and marketing costs are expensed as incurred.
Income Taxes
The Company has elected to be taxed as an S-Corporation under the provisions of the United States Internal Revenue Code. Accordingly, taxable income and losses of the Company are reported on the income tax returns of the Company’s member and no provision for income taxes has been reflected in these financial statements.
Recently Issued Accounting Pronouncements
Certain accounting standards have been issued or proposed by the FASB that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption. These financial statements do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to the Companies’ financial condition, results of operations, cash flows or disclosures.
3. | PROPERTY AND EQUIPMENT |
Property and equipment consisted of the following:
As of December 31, |
| | 2021 |
| | 2020 |
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Leasehold improvements | | $ | 2,065,049 | | $ | 2,031,786 | |
Furniture and equipment | | | 718,641 | | | 709,546 | |
Computer equipment | | | 61,154 | | | 6,059 | |
Total property and equipment | | | 2,844,844 | | | 2,747,391 | |
Less: Acummulated depreciation | | | (1,403,009) | | | (1,106,186) | |
Property and equipment, net | | $ | 1,441,834 | | $ | 1,641,206 | |
4. | LEASES |
The Company has operating leases for cultivation facilities, retail store locations and warehouse space. The company’s warehouse leases are short-term related party leases with no long-term agreements and are therefore not recorded on the accompanying balance sheets. Certain other leases are also related party leases, see Note 7 for additional information on related party leases.
The Company’s long-term leases include options to extend the lease term, however these options are not reasonably certain to be exercised and therefore are not included in the determination of the lease obligation or ROU asset. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The weighted average remaining term of the Company’s long-term leases is 2.8 years as of December 31, 2021.
In addition to the monthly base rent payments, the Company’s lease agreements contain non-lease components such as common-area maintenance costs, insurance costs, and real estate taxes. These non-lease components are accounted for separately, and, in accordance with ASC 842, are excluded from the recognition and measurement of the lease obligation.
The Company’s operating lease liabilities and ROU assets are presented separately on the accompanying Balance Sheet. The leases do not have a stated interest rate, and therefore management used a discount rate of 10% to determine the present value of the lease obligation.
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2022 | | $ | 558,224 | |
2023 | | | 366,348 | |
2024 | | | 66,640 | |
2025 (through August) | | | — | |
Total lease payments | | | 991,213 | |
Less: Interest | | | (90,399) | |
Present value of lease obligation | | $ | 900,814 | |
Lease expense is recognized on a straight-line bases over the term of the lease. Lease expense related to the cultivation facilities is included in Costs of Goods Sold and lease expense related to the retail store locations and warehouse space are included in Occupancy costs in the accompanying Statement of Income and Member’s Equity. The total lease cost, including short-term leases, was approximately $558,000 and $764,000 for the years ended December 31, 2021 and 2020, respectively.
5. | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
Details of the Company’s accrued expenses and other current liabilities are as follows:
As of December 31, |
| | 2021 |
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Payroll accruals | | $ | 166,181 | | $ | 272,392 | |
Sales tax and excise tax payable | | | 151,342 | | | 136,063 | |
Other payables and accruals | | | 25,057 | | | 22,567 | |
Total accounts payable and accrued expenses | | $ | 342,580 | | $ | 431,022 | |
6. | COMMITMENTS AND CONTINGENCIES |
The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company followed applicable local and state regulation for the years ended December 31, 2021 and 2020, and through the date of the financial statements, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future.
7. | RELATED PARTY TRANSACTIONS |
Related Party Leases
As discussed above in Note 4, the Company’s has certain leases with related parties. The related party leases cultivation, retail, and warehouse facilities. The total related party lease payments were approximately $208,000 and $229,000 for the years ended December 31, 2021 and 2020, respectively. The portion of the Company’s lease obligation and associated ROU asset attributable to the related party leases are as follows:
As of December 31, |
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Related party ROU | | $ | 261,271 | | $ | 389,344 | |
Related party lease obligation | | | 318,791 | | | 459,920 | |
Related Party Salaries
The Company compensates its owners for their role in managing the business. The Company paid the owners approximately $1,585,000 and $1,285,000 for the years ended December 31, 2021 and 2020, respectively. These costs are included in Labor and benefits in the accompanying Statement of Income and Members’ Equity. The Company also made immaterial payments of professional fees to related parties.
Related Party Sales
The Company’s sells inventory to affiliated entities under common control. These sales are presented separately in the accompanying Statements of Income and Members’ Equity.
8. | SIGNIFICANT CONCENTRATIONS |
The Company’s operates in a single geographic area. Any events or circumstances that occur withing this geographic area that adversely impact the Company' operations for a significant period of time, or that affect the demand for its
products or costs of operation in this geographic area, could have a material adverse impact on the Company’s results of operations.
9. | SALE OF BUSINESS |
In October 2020, the Company sold a portion of its cultivation operations for total proceeds of approximately
$700,000, which included approximately $292,000 of cash and a $408,000 promissory note-receivable. The Company recorded a gain on the sale of this cultivation operation of approximately $438,000 for the year ended December 31, 2020. As of December 31, 2021, the remaining balance on the note receivable was approximately
$172,000.
10. | SUBSEQUENT EVENTS |
The Company has evaluated events through September 16, 2022, which is the date the consolidated financial statements were available to be issued. There were no material subsequent events that require recognition or disclosure in these consolidated financial statements.
Exhibit 99.2
Green Tree
Combined Entities
Combined Financial Statements
For the quarter ended September 30, 2022
Green Tree
Contents
Balance Sheets |
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Statements of Income and Members’ Equity | | 2 |
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Statements of Cash Flows | | 3 |
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Notes to Financial Statements | | 4 |
Green Tree
Balance Sheets
(unaudited)
| | September 30, | | December 31, | ||
As of |
| 2022 |
| 2021 | ||
ASSETS | | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | | $ | 316,493 | | $ | 156,206 |
Promissory note -current | | | 111,974 | | | 172,361 |
Inventory | | | 1,125,080 | | | 800,484 |
Prepaid expenses and other current assets | | | 10,191 | | | 61,573 |
Total current assets | | | 1,563,738 | | | 1,190,624 |
Non-current assets | | | | | | |
Property and equipment, net | | | 1,241,235 | | | 1,441,834 |
Operating lease right-of-use asset | | | 886,124 | | | 787,227 |
Promissory note non-current | | | — | | | — |
Other non-current assets | | | 104,345 | | | 104,345 |
Total non-current assets | | | 2,231,704 | | | 2,333,406 |
Total Assets | | $ | 3,795,442 | | $ | 3,524,030 |
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LIABILITIES AND MEMBERS’ EQUITY | | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued liabilities | | $ | 389,897 | | $ | 342,580 |
Current portion of lease obligation | | | 529,084 | | | 492,045 |
Total current liabilities | | | 918,981 | | | 834,625 |
Long-term liabilities | | | | | | |
Lease obligation, net of current portion | | | 438,830 | | | 408,769 |
Total liabilites | | | 1,357,811 | | | 1,243,394 |
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Commitments and contingencies (see note 4) | | | | | | |
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Members’ equity | | | 2,437,631 | | | 2,280,636 |
Total liabilities and members’ equity | | $ | 3,795,442 | | $ | 3,524,030 |
See accompanying notes to the financial statements
1
Green Tree
Statements of Income and Members’ Equity
(unaudited)
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| Three months ended September 30, |
| Nine months ended September 30, | ||||||||
| | 2022 |
| 2021 | | 2022 |
| 2021 | ||||
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Sales | | $ | 2,603,973 | | $ | 2,627,359 | | $ | 7,210,561 | | $ | 7,743,394 |
Related party sales | | | - | | | - | | | - | | | 142,192 |
Cost of goods sold | | | 1,999,442 | | | 1,847,038 | | | 4,475,000 | | | 4,957,512 |
Gross margin | | | 604,531 | | | 780,321 | | | 2,735,561 | | | 2,928,074 |
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SG&A Operating expenses | | | | | | | | | | | | |
Labor and benefits | | | 693,349 | | | 610,938 | | | 1,846,167 | | | 1,886,180 |
Occupancy costs | | | 59,418 | | | 66,961 | | | 146,726 | | | 187,574 |
Legal and professional services | | | 125,699 | | | 8,643 | | | 152,572 | | | 72,139 |
Advertising and promotion | | | 21,024 | | | 30,619 | | | 87,226 | | | 87,706 |
Office supplies and equipment | | | 3,205 | | | 18,426 | | | 32,685 | | | 54,536 |
Repairs and maintenance | | | 27,450 | | | 18,572 | | | 55,034 | | | 85,016 |
Depreciation and amortization | | | 74,905 | | | 73,457 | | | 224,714 | | | 219,887 |
Other operating expense | | | 102,068 | | | 49,888 | | | 174,609 | | | 273,596 |
Total SG&A operating expenses | | | 1,107,118 | | | 877,504 | | | 2,719,733 | | | 2,866,634 |
Operating (loss) income | | | (502,587) | | | (97,183) | | | 15,828 | | | 61,440 |
| | | | | | | | | | | | |
Other (income) expense | | | (4,455) | | | 68 | | | (4,563) | | | (43) |
Total other expense | | | (4,455) | | | 68 | | | (4,563) | | | (43) |
Net (loss) income | | $ | (498,132) | | $ | (97,251) | | $ | 20,391 | | $ | 61,483 |
| | | | | | | | | | | | |
Members’ equity, beginning of the year | | $ | 2,915,763 | | $ | 2,434,507 | | $ | 2,280,636 | | $ | 2,877,253 |
Contributions from members | | | 40,000 | | | 25,200 | | | 211,135 | | | 76,249 |
Distributions to members | | | (20,000) | | | (116,114) | | | (74,530) | | | (768,643) |
Members’ equity, end of the year | | $ | 2,437,631 | | $ | 2,246,342 | | $ | 2,437,631 | | $ | 2,246,342 |
See accompanying notes to the financial statements
2
Green Tree
Statements of Cash Flows
(unaudited)
For the nine months ended September 30, |
| 2022 |
| 2021 | ||
Cash flows from operating activities | | | | | ||
Net income | | $ | 20,391 | | $ | 61,483 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | ||
Depreciation | | | 224,714 | | | 219,887 |
Operating lease expense in excess of (less than) lease payments | | | (31,797) | | | 15,510 |
Changes in operating assets and liabilities: | | | | | ||
Inventories | | | (324,596) | | | (6,056) |
Prepaid expenses and other current assets | | | 51,382 | | | 104,762 |
Other non-current assets | | | - | | | (13,082) |
Accounts payable and accrued expenses | | | 47,316 | | | (77,526) |
Net cash (used for) provided by operating activities | | $ | (12,590) | | $ | 304,978 |
Cash flows from investing activities | | | | | ||
Proceeds from sale of business | | $ | 60,387 | | $ | 150,874 |
Collection of related party note receivable | | | — | | | 80,000 |
Purchase of property and equipment | | | (24,115) | | | (82,773) |
Net cash provided by investing activities | | $ | 36,272 | | $ | 148,101 |
Cash flows from financing activities | | | | | ||
Contributions from members | | $ | 211,135 | | $ | 76,249 |
Distributions to members | | | (74,530) | | | (768,643) |
Net cash provided by (used for) financing activities | | $ | 136,605 | | $ | (692,394) |
Net (decrease) increase in cash and cash equivalents | | | 160,287 | | | (239,315) |
Cash and cash equivalents at the beginning of the period | | | 156,206 | | | 525,516 |
Cash and cash equivalents at the end of the period | | $ | 316,493 | | $ | 286,201 |
| | | | |||
Supplemental cash flow Information | | | | | ||
For the nine months ended September 30, | | | 2022 | | | 2021 |
Cash paid for amounts included in the measurement of lease liabilities | | $ | 392,327 | | $ | 381,005 |
See accompanying notes to the financial statements
3
Green Tree
Notes to Financial Statements
(unaudited)
1. | ORGANIZATION AND NATURE OF BUSINESS |
The financial statements presented herein are the combined financial statements of Ancient Alternatives, LLC, Natural Alternatives for Life, LLC, Hillside Enterprises, LLC, Mountainside Industries, LLC, and GT Creations, LCC (altogether “Green Tree” or the “Company”). The Company’s principal businesses include the cultivation and wholesale distribution of cannabis, and the retail sale of both medicinal and recreational cannabis products, including the production and sale of marijuana infused products. The Company’s operations are located in Boulder, Longmont, and Berthoud, Colorado.
The Company’s business is subject to legal risk. Even though the State of Colorado has granted licenses to the Company for cultivation and retail distribution of marijuana products, these activities remain illegal under federal law. This causes difficulty in obtaining traditional banking and financing relationships. If the federal government elects to enforce the laws as currently written or changes the laws with respect to cannabis, it could have an adverse effect on the Company’s operations, including potential prosecution under the laws and liquidation of the Company. The Company is also subject to a variety of state laws, regulations, and local ordinances.
2. | BASIS OF PRESENTATION |
Basis of Accounting
The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited combined financial statements should be read in conjunction with the Company’s audited combined financial statements for the years ended December 31, 2021 and 2022.
In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to state fairly the financial position, results of operations, and cash flows of the Company at the dates and for the periods indicated. Interim results are not necessarily indicative of results for the full fiscal year. The comparative balance sheet as of December 31, 2021 is derived from the audited financial statements for the years ended December 31, 2021 and 2020, but does not include all disclosures required by GAAP.
Use of Estimates
The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and such results could be material.
Significant Accounting Policies
The significant accounting policies are included in Note 2 of the Company’s audited financial statements for the years ended December 31, 2021 and 2020. There were not changes to these accounting policies during the nine months ended September 30, 2022.
Recently Issued Accounting Pronouncements
Certain accounting standards have been issued or proposed by the FASB that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption. These financial statements do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures.
4
Green Tree
Notes to Financial Statements
(unaudited)
3.LEASES
The Company has operating leases for cultivation facilities, retail store locations and warehouse space. The company’s warehouse leases are short-term related party leases with no long-term agreements and are therefore not recorded on the accompanying balance sheets. Certain other leases are also related party leases, see Note 7 for additional information on related party leases.
In addition to the monthly base rent payments, the Company’s lease agreements contain non-lease components such as common-area maintenance costs, insurance costs, and real estate taxes. These non-lease components are accounted for separately, and, in accordance with ASC 842, are excluded from the recognition and measurement of the lease obligation.
The Company’s operating lease liabilities and ROU assets are presented separately on the accompanying Balance Sheet. The leases do not have a stated interest rate, and therefore management used a discount rate of 10% to determine the present value of the lease obligation.
Maturity of Lease Obligation as of September 30, 2022 | | | |
2022 (October to December) |
| $ | 182,687 |
2023 | | | 569,037 |
2024 | | | 269,329 |
2025 (through August) | | | 111,885 |
Total lease payments | | | 1,132,938 |
Less: Interest | | | (165,024) |
Present value of lease obligation | | $ | 967,914 |
Lease expense is recognized on a straight-line bases over the term of the lease. Lease expense related to the cultivation facilities is included in Costs of Goods Sold and lease expense related to the retail store locations and warehouse space are included in Occupancy costs in the accompanying Statement of Income and Member’s Equity. The total lease cost, including short-term leases, was approximately $181,000 and $133,000 for the three months ended September 30, 2022 and 2021, respectively. The total lease cost, including short-term leases, was approximately $512,000 and $394,000 for the nine months ended September 30, 2022 and 2021, respectively.
In July 2022, the Company executed a long-term lease for an additional grow facility. The lease term for the new lease is July 1, 2022 with monthly payments of $16,891 beginning in September 2022 and continuing through August 2025.
4.COMMITMENTS AND CONTINGENCIES
The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations. While management of the Company believes that the Company followed applicable local and state regulation for the years ended December 31, 2021 and 2020, and through the date of the financial statements, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the Company may be subject to regulatory fines, penalties or restrictions in the future.
5
Green Tree
Notes to Financial Statements
(unaudited)
5.RELATED PARTY TRANSACTIONS
Related Party Leases
As discussed above in Note 4, the Company’s has certain leases with related parties. The related party leases cultivation, retail, and warehouse facilities. The total related party lease payments were approximately $61,000 and $51,000 for the three months ended September 30, 2022 and 2021, respectively, and $168,000 and 159,000 for the nine months ended September 30, 2022 and 2021, respectively. The portion of the Company’s lease obligation and associated ROU asset attributable to the related party leases are as follows:
| | September 30, | | December 31, | ||
| 2022 |
| 2021 | |||
Related party ROU | $ | 161,911 | $ | 261,271 | ||
Related party lease obligation | 196,631 | 318,791 | ||||
Related Party Salaries
The Company compensates its owners for their role in managing the business. The Company paid the owners approximately $310,000 and $350,000 for the three months ended September 30 2022 and 2021, respectively, and $870,000 and $990,000 for the nine months ended September 30, 2022 and 2021, respectively. These costs are included in Labor and benefits in the accompanying Statement of Income and Members’ Equity. The Company also made immaterial payments of professional fees to related parties.
Related Party Sales
During 2021, the Company sold inventory to affiliated entities under common control. These sales are presented separately in the accompanying Statements of Income and Members’ Equity.
6. SIGNIFICANT CONCENTRATIONS
The Company’s operates in a single geographic area. Any events or circumstances that occur withing this geographic area that adversely impact the Company’ operations for a significant period of time, or that affect the demand for its products or costs of operation in this geographic area, could have a material adverse impact on the Company’s results of operations.
7.SUBSEQUENT EVENTS
The Company has evaluated events through February 20, 2023, which is the date the consolidated financial statements were available to be issued. There were no material subsequent events that require recognition or disclosure in these combined financial statements.
6
Exhibit 99.3
TREES CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the financial statements of TREES Corporation (“TREES”) and Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Combined Entities”). The pro forma condensed combined financial information gives effect to TREES Corporation’s December 12, 2022 acquisition of the Green Tree Combined Entities as if it had occurred on January 1, 2021 in respect of the unaudited pro forma condensed combined statements of operations and on September 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
· | TREES Corporation’s audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, as contained in the Form 10-K filed on March 25, 2022 with the United States Securities and Exchange Commission (the “SEC”) as amended by Form 10-K/A filed with the SEC on August 9, 2022. |
· | TREES Corporation’s unaudited condensed consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2022, as contained in the Form 10-Q filed on November 14, 2022 with the SEC. |
· | Green Tree Combined Entities audited financial statements as of and for the year ended December 31, 2021 and 2020, contained elsewhere herein. |
· | Green Tree Combined Entities unaudited condensed financial statements as of and for the nine months ended September 30, 2022, contained elsewhere herein. |
· | The other information contained in or incorporated by reference into this filing. |
The final purchase consideration and the allocation of the purchase consideration may materially differ from that reflected in the unaudited pro forma condensed combined financial information after final valuation procedures are performed and amounts are finalized following the completion of the acquisition.
The unaudited pro forma adjustments give effect to events that are directly attributable to the transaction and are based on available data and certain assumptions that management believes are factually supportable. In addition, with respect to the unaudited condensed combined statements of operations, the unaudited pro forma adjustments are expected to have a continuing impact on the combined results.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and to aid you in your analysis of the financial aspects of the acquisition. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of TREES Corporation and the Green Tree Combined Entities and the related notes included elsewhere in this Form 8-K. The unaudited pro forma condensed combined financial information is based on TREES Corporation’s accounting policies. Further review may identify additional differences between the accounting policies of TREES Corporation and the Green Tree Combined Entities. The unaudited pro forma adjustments and the pro forma condensed combined financial information do not reflect the impact of synergies or post-transaction management actions and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or of TREES Corporation’s future financial position or operating results.
TREES CORPORATION
Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2022
|
| TREES |
| Green Tree |
| Pro Forma | |
| Pro Forma | ||||
| | Corporation | | Combined Entities | | Adjustments | | | Combined | ||||
Assets | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents and restricted cash | | $ | 6,002,160 | | $ | 316,493 | | $ | (312,565) | (A) | | $ | 6,006,088 |
| | | — | | | — | | | (500,000) | (B) | | | (500,000) |
Promissory note receivable | | | — | | | 111,974 | | | (111,974) | (A) | | | — |
Accounts receivable, net | | | 165,217 | | | — | | | — | | | | 165,217 |
Inventories, net | | | 1,201,293 | | | 1,125,080 | | | 463,374 | (C) | | | 2,789,747 |
Prepaid expenses and other current assets | | | 168,553 | | | 10,191 | | | (10,191) | (A) | | | 168,553 |
Total current assets | | | 7,537,223 | | | 1,563,738 | | | (471,356) | | | | 8,629,605 |
| | | | | | | | | | | | | |
Right-of-use operating lease asset | | | 2,951,736 | | | 886,124 | | | — | | | | 3,837,860 |
Property and equipment, net | | | 606,474 | | | 1,241,235 | | | (552,580) | (D) | | | 1,295,129 |
| | | | | | | | | (88,655) | (E) | | | (88,655) |
Intangible assets, net | | | 2,087,946 | | | — | | | 950,000 | (F) | | | 3,037,946 |
Goodwill | | | 14,612,038 | | | — | | | 3,735,254 | (F) | | | 18,347,292 |
Other non-current assets | | | — | | | 104,345 | | | (104,345) | (A) | | | — |
Total assets | | $ | 27,795,417 | | $ | 3,795,442 | | $ | 3,468,318 | | | $ | 35,059,177 |
| | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 2,195,532 | | $ | 389,897 | | $ | (389,897) | (A) | | $ | 2,195,532 |
Interest payable | | | 63,000 | | | — | | | — | | | | 63,000 |
Income tax payable | | | 254,000 | | | — | | | — | | | | 254,000 |
Operating lease liability, current | | | 663,883 | | | 529,084 | | | — | | | | 1,192,967 |
Accrued stock payable | | | 60,900 | | | — | | | — | | | | 60,900 |
Accrued dividends | | | 70,800 | | | — | | | — | | | | 70,800 |
Warrant derivative liability | | | 13,358 | | | — | | | — | | | | 13,358 |
Note payable -current | | | 1,307,569 | | | — | | | — | | | | 1,307,569 |
Total current liabilities | | | 4,629,042 | | | 918,981 | | | (389,897) | | | | 5,158,126 |
| | | | | | | | | | | | | |
Operating lease liability, non-current | | | 2,343,362 | | | 438,830 | | | — | | | | 2,782,192 |
Long-term notes payable (net of discount) | | | 12,146,691 | | | — | | | 3,500,000 | (B) | | | 15,646,691 |
Related party long-term notes payable (net of discount) | | | 332,204 | | | — | | | — | | | | 332,204 |
Total Liabilities | | | 19,451,299 | | | 1,357,811 | | | 3,110,103 | | | | 23,919,213 |
Commitments and contingencies | | | — | | | — | | | — | | | | — |
| | | | | | | | | | | | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred stock, no par value; 5,000,000 shares authorized; 1,180 shares issued and outstanding, respectively | | | 1,073,446 | | | — | | | — | | | | 1,073,446 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 62,266,275 shares issued and outstanding | | | 96,192 | | | — | | | — | | | | 96,192 |
Additional paid-in capital | | | 94,814,583 | | | — | | | 2,966,292 | (B) | | | 97,780,875 |
Accumulated deficit | | | (87,640,103) | | | 2,437,631 | | | (2,608,077) | (A) | | | (87,810,549) |
Total Stockholders’ Equity (Deficit) | | | 8,344,118 | | | 2,437,631 | | | 358,215 | | | | 11,139,964 |
Total Liabilities and Stockholders’ Equity (Deficit) | | $ | 27,795,417 | | $ | 3,795,442 | | $ | 3,468,318 | | | $ | 35,059,177 |
TREES CORPORATION
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2022
|
| TREES |
| Green Tree |
| Pro Forma | | Pro Forma |
| |||||
| | Corporation | | Combined Entities | | Adjustments | |
| Combined | | ||||
Revenue | | | | | | | | | | | | | | |
Total revenue | | | 9,986,212 | | | 7,210,561 | | | — | | | | 17,196,773 | |
| | | | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | | | |
Cost of sales | | | 5,856,995 | | | 4,475,000 | | | — | | | | 10,331,995 | |
Selling, general and administrative | | | 4,001,816 | | | 2,342,447 | | | — | | | | 6,344,263 | |
Stock-based compensation expense | | | 156,961 | | | — | | | — | | | | 156,961 | |
Professional fees | | | 716,410 | | | 152,572 | | | — | | | | 868,982 | |
Depreciation and amortization | | | 190,770 | | | 224,714 | | | (63,464) | (A)(B) | | | 352,020 | |
Total costs and expenses | | | 10,922,952 | | | 7,194,733 | | | (63,464) | | | | 18,054,221 | |
| | | | | | | | | | | | | | |
Operating (loss) income | | | (936,740) | | | 15,828 | | | 63,464 | | | | (857,448) | |
| | | | | | | | | | | | | | |
Other expenses (income) | | | | | | | | | | | | | | |
Amortization of debt discount and equity issuance costs | | | 1,716,334 | | | — | | | — | | | | 1,716,334 | |
Interest expense | | | 564,229 | | | — | | | — | | | | 564,229 | |
Loss on extinguishment of debt | | | 310,622 | | | — | | | — | | | | 310,622 | |
Gain on derivative liability | | | (14,959) | | | — | | | — | | | | (14,959) | |
Gain on sale of assets | | | (13,000) | | | — | | | — | | | | (13,000) | |
Other (income), net | | | — | | | (4,563) | | | — | | | | (4,563) | |
Total other expenses (income), net | | | 2,563,226 | | | (4,563) | | | — | | | | 2,558,663 | |
| | | | | | | | | | | | | | |
Net (loss) income from continuing operations before income taxes | | $ | (3,499,966) | | $ | 20,391 | | $ | 63,464 | | | $ | (3,416,111) | |
| | | | | | | | | | | | | | |
Provision for income taxees | | | 254,000 | | | — | | | — | | | | 254,000 | |
| | | | | | | | | | | | | | |
Loss from continuing operations | | | (3,753,966) | | | 20,391 | | | 63,464 | | | | (3,670,111) | |
| | | | | | | | | | | | | | |
Income from discontinued operations, net of tax | | | 5,478 | | | — | | | — | | | | 5,478 | |
Net loss | | $ | (3,748,488) | | $ | 20,391 | | $ | 63,464 | | | $ | (3,410,633) | |
| | | | | | | | | | | | | | |
Accrued preferred stock dividend | | | (70,800) | | | — | | | — | | | | (70,800) | |
| | | | | | | | | | | | | | |
Net (loss) income attributable to common stockholders | | $ | (3,819,288) | | $ | 20,391 | | $ | 63,464 | | | $ | (3,481,433) | |
| | | | | | | | | | | | | | |
Per share data - Basic and diluted | | | | | | | | | | | | | | |
Net loss from continuing operations per share | | $ | (0.04) | | | — | | $ | 0.00 | | | $ | (0.03) | |
Net loss from discontinued operations per share | | $ | 0.00 | | | — | | $ | 0.00 | | | $ | 0.00 | |
Net loss attributable to common stockholders per share | | $ | (0.04) | | | — | | $ | 0.00 | | | $ | (0.03) | |
Weighted average number of common shares outstanding | | | 96,046,246 | | | — | | | 17,977,528 | | | | 114,023,774 | |
TREES CORPORATION
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2021
|
| TREES |
| Green Tree |
| Pro Forma |
| Pro Forma |
| ||||
| | Corporation | | Combined Entities | | Adjustments | | Combined | | ||||
Revenue | | | | | | | | | | | | | |
Total revenue | | | 5,927,199 | | | 10,163,640 | | | — | | | 16,090,839 | |
| | | | | | | | | | | | | |
Costs and expenses | | | | | | | | | | | | | |
Cost of sales | | | 4,439,478 | | | 6,799,810 | | | — | | | 11,239,288 | |
Selling, general and administrative | | | 2,764,780 | | | 3,066,298 | | | 88,655 | (C) | | 5,919,733 | |
Stock-based compensation expense | | | 307,963 | | | — | | | — | | | 307,963 | |
Professional fees | | | 927,390 | | | 97,245 | | | — | | | 1,024,635 | |
Depreciation and amortization | | | 500,574 | | | 296,824 | | | (81,824) | (A)(B) | | 715,574 | |
Total costs and expenses | | | 8,940,185 | | | 10,260,177 | | | 6,831 | | | 19,207,193 | |
| | | | | | | | | | | | | |
Operating loss | | | (3,012,986) | | | (96,537) | | | (6,831) | | | (3,116,354) | |
| | | | | | | | | | | | | |
Other expenses (income) | | | | | | | | | | | | | |
Amortization of debt discount and equity issuance costs | | | 689,348 | | | — | | | — | | | 689,348 | |
Interest expense | | | 622,469 | | | — | | | — | | | 622,469 | |
Loss on extinguishment of debt | | | 233,374 | | | — | | | — | | | 233,374 | |
Loss on impairment of assets | | | 3,010,420 | | | | | | | | | 3,010,420 | |
Loss on derivative liability | | | 990,066 | | | — | | | — | | | 990,066 | |
Other (income), net | | | (131,512) | | | (8,374) | | | — | | | (139,886) | |
Total other expenses (income), net | | | 5,414,165 | | | (8,374) | | | — | | | 5,405,791 | |
| | | | | | | | | | | | | |
Net loss from continuing operations | | $ | (8,427,151) | | $ | (88,163) | | $ | (6,831) | | $ | (8,522,145) | |
| | | | | | | | | | | | | |
Loss from discontinued operations | | | (442,228) | | | — | | | — | | | (442,228) | |
Loss from operations | | $ | (8,869,379) | | $ | (88,163) | | $ | (6,831) | | $ | (8,964,373) | |
| | | | | | | | | | | | | |
Deemed dividend | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | |
Loss attributable to common stockholders | | $ | (8,869,379) | | $ | (88,163) | | $ | (6,831) | | $ | (8,964,373) | |
| | | | | | | | | | | | | |
Per share data - Basic and diluted | | | | | | | | | | | | | |
Net loss from continuing operations per share | | $ | (0.12) | | | — | | $ | (0.00) | | $ | (0.10) | |
Net loss from discontinued operations per share | | $ | (0.01) | | | — | | $ | 0.00 | | $ | (0.01) | |
Net loss attributable to common stockholders per share | | $ | (0.13) | | | — | | $ | (0.00) | | $ | (0.10) | |
Weighted average number of common shares outstanding | | | 69,537,731 | | | — | | | 17,977,528 | | | 87,515,259 | |
TREES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NOTE 1.BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of TREES Corporation and the Green Tree Combined Entities. The unaudited pro forma condensed combined financial information is presented as if the transaction had been completed on January 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2022 and for the year ended December 31, 2021 and on September 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet.
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions.
We have accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”). In accordance with ASC 805, we use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired.
Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statements of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.
NOTE 2. DESCRIPTION OF THE TRANSACTION
On December 12, 2022, TREES Corporation completed the acquisition of substantially all of the assets of the Green Tree Combined Entities. At the closing, the Company delivered to the Green Tree Entities an aggregate of cash equal to $500,000 and delivered to equity holders of the Green Tree Entities an aggregate of 17,977,528 shares (“Buyer Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). An additional $3,500,000 in cash will be paid by the Company to the Green Tree Entities in fifteen (15) equal monthly payments commencing on the 9-month anniversary of the closing. The number of Buyer Shares is subject to adjustment based upon a formula specified in the definitive purchase agreement. The Company assumed certain liabilities at closing, including certain manufacturing agreements between GT Creations and affiliates of the Green Tree Entities.
NOTE 3.PURCHASE PRICE ALLOCATION
The preliminary allocation for the consideration recorded for the acquisition is as follows:
Cash |
| $ | 3,928 |
Fixed assets | | | 688,655 |
Inventory | | | 1,588,454 |
Tradename | | | 950,000 |
Goodwill | | | 3,735,255 |
Total Purchase Price Consideration | | $ | 6,966,292 |
The purchase price allocation is preliminary. The purchase price allocation will continue to be preliminary until a valuation is finalized and the fair value and useful life of the assets acquired is determined. The amounts from the final valuation may significantly differ from the preliminary allocation.
NOTE 4.PRO FORMA ADJUSTMENTS
The following pro forma adjustments give effect to the transaction:
Unaudited Pro Forma Condensed Combined Balance Sheet – As of September 30, 2022
Note A | To remove Green Tree Combined Entities assets and liabilities that were not acquired or assumed |
Note B | To record cash, additional paid in capital, common stock, and promissory note as consideration |
Note C | To record revaluation of certain inventory acquired from the Green Tree Combined Entities |
Note D | To remove certain property and equipment not acquired from the Green Tree Combined Entities |
Note E | To write-off certain property and equipment assets that were acquired but do not meet the value threshold for capitalization under TREES Corporation’s accounting policy |
Note F | To record goodwill and intangibles for the acquisition |
Unaudited Pro Forma Condensed Combined Statement of Operations – For The Nine Months Ended September 30, 2022
Note A | To adjust depreciation expense to remove depreciation for assets not acquired |
Note B | To record amortization of intangibles acquired from the Green Tree Combined Entities |
Unaudited Pro Forma Condensed Combined Statement of Operations – For The Year Ended December 31, 2021
Note A | To adjust depreciation expense to remove depreciation for assets not acquired |
Note B | To record amortization of intangibles acquired from the Green Tree Combined Entities |
Note C | To write-off certain property and equipment assets that were acquired but do not meet the value threshold for capitalization under TREES Corporation’s accounting policy |