Robust asset base, balance sheet strength and large talent pool lay
foundation for continued growth
-
Annual and fourth quarter revenues of $39.8 million and $20.6
million, respectively, led by California retail stores posting $6,257
average sales per square foot and 84% conversion rate for the fourth
quarter.
-
Enters Fiscal 2019 with leading US market position with 12
states, 67 retail stores and 14 factories with pending PharmaCann
acquisition.
-
Added eight store locations throughout California, New York and
Nevada during the year. Entered Florida market and signed agreements
to enter Arizona and Illinois markets subsequent to quarter end, with
combined addressable adult population of over 40 million (assuming
full adult-use).
-
Launched [statemade], the Company’s first cannabis product line,
which is focused on categories that represent 90% of products sold in
MedMen stores.
-
Raised over $250 million in gross proceeds through capital
markets and financing activities since RTO in May.
LOS ANGELES--(BUSINESS WIRE)--
MedMen
Enterprises Inc. (“MedMen” or the “Company”) (CSE: MMEN) (OTCQX:
MMNFF) (FSE: A2JM6N), today released its consolidated financial results
for the fourth quarter and fiscal year 2018 ended June 30, 2018. All
financial information in this press release is reported in US dollars,
unless otherwise indicated.
Management Commentary
“Since becoming a public company in May of this year, we’ve been
singularly focused on our vision to mainstream marijuana and I’m proud
to say that our hard work and the significant investments we’ve made in
building our operating platform and team are paying off. For fiscal
2018, we delivered solid revenues of almost $40 million and over half of
that was in the fourth quarter alone, indicative of the strong momentum
in our business and our growth potential,” said Adam Bierman, MedMen’s
chief executive officer and co-founder. “2018 is a year of many
milestones, including the pending PharmaCann acquisition; closed and
pending expansions to Northern California, Illinois, Arizona and
Florida; successes in accessing the capital markets; and the launch of
our suite of [statemade] products and brand strategy. With our
strengthened Board of Directors and management team, diverse asset base
and strong balance sheet, we believe we are well positioned to capture
the future potential of the evolving cannabis industry.”
Fourth Quarter and Fiscal Year 2018 Highlights
Financial:
-
Fourth quarter 2018 systemwide revenue was $20.6 million, up 1,317%
from $1.5 million in fourth quarter 2017 and 44% from $14.3 million in
third quarter 2018. The increase was primarily due to the majority of
MedMen’s stores coming on line during the quarter.
-
Fiscal year 2018 systemwide revenue was $39.8 million, up 1,390% from
$2.7 million in fiscal year 2017.
-
Reported average sales per square foot of $6,257 including Abbot
Kinney and customer conversion rate of 84% for all California stores
for the fourth quarter.
-
Reported over 700,000 sales transactions from all MedMen stores for
fiscal year 2018.
Business Development:
-
Acquired the assets of Nevada Wellness Project, LLC, including a
dispensary license on June 29.
-
Opened its store on Venice’s Abbot Kinney Boulevard on June 9.
-
Opened Project Mustang, a state-of-the-art cultivation and production
facility in Reno, Nevada.
-
Acquired all of the assets of San Diego Health and Wellness Center,
Inc., dba Apothekare, including a dispensary license on February 16.
-
Acquired two Nevada dispensary licenses from LVMC, LLC and Just
Quality, LLC in January 19 and February 9, respectively.
Reverse Takeover Transaction and Exchange Listings:
-
Subordinate voting shares began to trade on the OTCQB Venture Market
under ticker symbol “MMNFF” on June 18.
-
Subordinate voting shares listed on the Canadian Securities Exchange
(“CSE”) under the ticker symbol “MMEN” and began trading on May 29.
-
Completed reverse takeover of a Canadian public company. In connection
with this reverse takeover and the listing on the CSE, the Company
raised gross proceeds of approximately C$143 million, or US$110
million, through a private placement at an implied enterprise
valuation of C$2.14 billion, or US$1.65 billion on May 29.
Subsequent Events
Corporate Development:
-
Up-listed the subordinate voting shares from the OCTQB Venture Market
to the OCTQX Best Market on October 24.
-
Announced binding letter of intent to acquire PharmaCann on October 11
in an all-stock transaction valued at $682 million (based on the
closing price of the subordinate voting shares on October 9). The
transaction will double the number of states where MedMen has licenses
to 12, which accounts for over 50 percent of the total estimated 2030
U.S. addressable market of $75 billion as stated by the Cowen Group.
Combined, MedMen and PharmaCann would be licensed for 67 retail stores
and 14 factories, including pending acquisitions by MedMen. Closing is
expected to occur in 6 to 12 months, following receipt of regulatory
approvals.
-
Expanded footprint into Northern California with the pending
acquisition of two licensed dispensaries in San Jose and Emeryville.
-
Entered Illinois market through the pending acquisition of a licensed
medical dispensary in Oak Park.
-
Entered Arizona market through the pending acquisition of a medical
marijuana wholesaler with licensed dispensary, cultivation and
processing operations, as well as an exclusive co-manufacturing and
licensing agreement.
-
Closed major strategic acquisition of dispensary and cultivation in
Florida, including a license that permits up to 30 medical marijuana
dispensaries, as well as cultivation, delivery and manufacturing
operations in Florida.
-
Received approval from the State of New York to manufacture and sell
cannabis-infused lotions and topical pain-alleviating sprays for
medical marijuana patients on July 31. MedMen is one of only 10
companies licensed to manufacture and sell medical marijuana in New
York.
-
Opened first MedMen branded store in downtown Las Vegas on July 19.
The store opening marked the Company’s 14th store
nationwide.
Brand:
-
Completed two strategic minority investments in Old Pal, a popular
California-based brand that provides every day, high-quality cannabis
flower, and in The Hacienda Company, a California-based brand known
for its packs of pre-rolls named Lowell Smokes.
-
Launched the Company’s first comprehensive suite of new cannabis
products under the brand [statemade] during the opening of the second
branded store in Las Vegas, MedMen Paradise, on October 5. The
[statemade] product line includes tincture drops, vaporizer pens,
flower and pre-rolls.
-
Gained exclusive right to use the Woodstock name for cannabis products
manufactured and sold in six states: California, Nevada,
Massachusetts, Florida, Illinois and Arizona. Also obtained premium
placement of cannabis products at Woodstock music festivals and
promotions.
Capital Markets and Financing Activities:
In early October, MedMen closed a $77 million senior secured term loan
(the “Facility”) with funds managed by Hankey Capital and an affiliate
of Stable Road Capital. The principal amount under the Facility will
accrue interest at a rate of 7.5 percent per annum, paid monthly, with a
maturity date of 24 months following the date of closing. The proceeds
from the Facility will be used for acquisitions, capital expenditures
and other corporate expenses. For additional information on the terms of
the Facility and the warrants issued in connection with the Facility,
please refer to the footnotes in the annual financial statements of the
Company.
On September 27, the Company completed a bought deal financing (the
“Offering”) of 15,681,818 units at a price of C$5.50 per unit, which
included the exercise in full by the underwriters of their
over-allotment option, for aggregate gross proceeds of approximately
C$86,250,000. Each unit consisted of one subordinate voting share and
one-half of one share purchase warrant, with each whole warrant
entitling the holder to purchase one subordinate voting share for C$6.37.
People:
Subsequent to fourth quarter 2018, MedMen expanded its executive team
and continued to build its Board of Directors with the appointment of
four seasoned outside directors.
Executive Team:
-
Ben Cook as chief operating officer. Cook is a global supply chain
veteran with 15 years of experience running logistics for retail
giants Sam’s Club, Target and Apple.
-
David Dancer as chief marketing officer. Dancer is a veteran marketing
executive with more than 25 years of experience leading brands such as
Teleflora, Charles Schwab, Visa and American Express.
-
Clarence Foster as senior vice president of human resources. Foster is
an accomplished human resource professional with over 20 years’
experience leading companies in the manufacturing, automotive and
consumer products industries, including Nissan Motors and L’OREAL.
Board of Directors:
-
Benjamin Rose (Chairman of the Board of Directors), chief investment
officer of Wicklow Capital.
-
Antonio Villaraigosa, former Mayor of Los Angeles and past president
of U.S. Conference of Mayors.
-
Stacey Hallerman, former vice president, chief legal counsel and
corporate secretary at Richemont North America.
-
Jay Brown, co-founder and chief executive officer of RocNation.
Fourth Quarter and Fiscal Year 2018 Review
Fourth Quarter 2018:
Beginning in the fourth quarter of 2018 and consistent with IFRS
consolidation standards, the Company has included results from managed
store locations in its consolidated financial results. Fourth quarter
2018 and fiscal year 2018 financial results presented herein have been
adjusted to reflect this change. Additionally, the Company will refer to
consolidated Company revenue as “systemwide revenue” hereafter. Further
discussion can be found in the Company’s MD&A filed on SEDAR.
For the fourth quarter 2018, systemwide revenue was $20.6 million across
the Company’s operations in California, Nevada and New York. This
represents a 44% increase over the third quarter, driven primarily by
the opening of additional retail stores and strong results from the
California market. The Company operated 13 locations at the end of the
fourth quarter as compared to 11 at the end of the third quarter.
Southern California accounted for 92% of fourth quarter systemwide
revenue and 8 out of the 13 open retail stores at quarter end.
Gross profit for the fourth quarter, before biological asset adjustment,
was $5.9 million, being a gross profit margin of 29%, as compared to
$6.1 million, or a gross profit margin of 43%, in the third quarter. The
decline in gross profit margin was primarily due to a one-time
liquidation of inventory in the Company’s California stores. As of June
30, the Company was legally required to stop selling certain products in
connection with the state’s transition from a medical-only market to a
recreational market, resulting in the liquidation.
During the fourth quarter, the Company made significant investments in
building the corporate infrastructure and team required to execute its
strategy for long-term growth. Operating expenses for the fourth
quarter, including SG&A, was $72.6 million. SG&A expenses included $4.7
million in marketing and branding, $13.6 million for salaries and
benefits, of which $3.9 million was retail related. SG&A expenses for
the fourth quarter also included a one-time expense related to the
Company’s RTO of $2.7 million, acquisition related costs of $3.5 million
and a $30.8 million non-cash stock-based compensation and employee
incentive plans expense.
Other expenses for the quarter was $12.1 million, of which $10.8 million
relates to non-cash amortization of discounts on convertible debt and
warrants offered under financing arrangements.
Total adjusted EBITDA loss, excluding one-time charges related to the
RTO, acquisition related costs and non-cash share-based compensation
expense, was $24.6 million for the fourth quarter.
Fiscal Year 2018:
For fiscal year 2018, the Company reported system-wide revenue of $39.8
million as compared to $2.7 million in fiscal year 2017, representing a
1,390% increase. Gross profit for the full year, before biological asset
adjustment, was $13.1 million, as compared to gross profit of $868,000
in fiscal 2017. Increases in revenue and gross profit were primarily
driven by the addition of eight new operating retail locations in fiscal
year 2018 and the introduction of adult-use in the state of California,
which is MedMen’s largest market. Gross profit for fiscal year 2018, was
impacted by the aforementioned liquidation of inventory in the fourth
quarter.
Operating expenses for fiscal year 2018, including SG&A, was $110.5
million. SG&A included $7.0 million in sales and marketing expenses, and
$98.2 million in general and administrative expenses, of which $26.5
million was payroll expenses attributable to the Company’s 21
departments. $8.7 million of payroll expenses were attributable to
retail. SG&A for the year included $2.7 million in one-time expense
related to the RTO, $31.4 million in non-cash stock-based compensation
expense and $7.7 million for acquisition-related costs.
Other expenses for fiscal year 2018, were $14.1 million, which consisted
of interest expense of $5.3 million and $10.8 million of non-cash
amortization of discounts on convertible debt and warrants offered under
financing arrangements.
For the fiscal year 2018, the Company reported a net loss of $66.6
million, or $2.77 per basic and diluted share.
Total adjusted EBITDA loss, excluding one-time charges related to the
RTO, non-cash share-based compensation expense and acquisitions related
costs, was $47.1 million for the 2018 fiscal year. A full reconciliation
of Adjusted EBITDA is available at the end of this press release.
Balance Sheet and Liquidity
As of June 30, 2018, total assets were $282.2 million, including cash
and cash equivalents of $79.2 million. Total debt was $56 million.
In the fourth quarter 2018, the Company invested $40.7 million of cash
into operations, $24.1 million into capital expenditures, and $8.4
million into acquisitions.
The number of subordinate voting shares outstanding on a fully diluted
basis is approximately 441 million as of October 17th. This
total is comprised of approximately 360 million redeemable shares of MM
CAN USA, Inc., approximately 10 million redeemable units of MM
Enterprises USA, LLC, and approximately 71 million subordinate voting
shares in the public float.
ADDITIONAL INFORMATION
Additional information relating to the Company’s fourth quarter and full
year 2018 results is available on SEDAR at www.sedar.com
in the Company’s Annual Financial Statements and Management Discussion &
Analysis (“MD&A”).
Non-IFRS Financial and Performance Measures
In this press release MedMen refers to certain non-IFRS financial
measures such as Adjusted EBITDA, being Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA) less certain non-cash equity
compensation expense, including one-time transaction fees and all other
non-cash items. These measures do not have any standardized meaning
prescribed by IFRS and may not be comparable to similar measures
presented by other issuers.
Please see the end of this press release for more detailed information regarding non-IFRS financial measures and a reconciliation of Adjusted EBITDA to Net Income (Loss).
CONFERENCE CALL AND WEBCAST:
MedMen Enterprises will host a conference call and audio webcast with
Chief Executive Officer and Co-Founder Adam Bierman and Chief Financial
Officer James Parker today at 8:00 a.m. Eastern to discuss the financial
results in further detail.
Webcast Information:
A live audio webcast of the call will
be available on the Events and Presentations section of MedMen’s website
at: https://investors.medmen.com/events-and-presentations/default.aspx.
Calling Information:
Toll Free Dial-In Number: (844) 559-7829
International
Dial-In Number: (647) 689-5387
Conference ID: 8568778
ABOUT MEDMEN:
MedMen Enterprises is a leading cannabis company in the U.S. with assets
and operations across the country. Based in Los Angeles, MedMen brings
expertise and capital to the cannabis industry and is one of the
nation’s largest financial supporters of progressive marijuana laws.
Visit http://www.medmen.com
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking information”
within the meaning of applicable Canadian securities legislation and may
also contain statements that may constitute “forward-looking statements”
within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Such forward-looking
information and forward-looking statements are not representative of
historical facts or information or current condition, but instead
represent only MedMen’s beliefs regarding future events, plans or
objectives, many of which, by their nature, are inherently uncertain and
outside of MedMen’s control. Generally, such forward-looking information
or forward-looking statements can be identified by the use of
forward-looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”, or
variations of such words and phrases or may contain statements that
certain actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “will continue”, “will occur” or “will be achieved”.
The forward-looking information and forward-looking statements contained
herein may include, but are not limited to, information concerning
proposed acquisitions in Northern California, Arizona, Illinois and of
PharmaCann LLC, expectations regarding whether such proposed
acquisitions will be consummated, including whether conditions to the
consummation of the proposed acquisitions will be satisfied and whether
the proposed acquisitions will be completed on the current terms, the
timing for completing the proposed acquisitions, expectations for the
effects of the proposed acquisitions (including on the Company’s
footprint and asset base) on the ability of the Company to successfully
achieve business objectives, and expectations for other economic,
business, and/or competitive factors.
By identifying such information and statements in this manner, MedMen
is alerting the reader that such information and statements are subject
to known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or achievements
of MedMen to be materially different from those expressed or implied by
such information and statements. In addition, in connection with the
forward-looking information and forward-looking statements contained in
this press release, MedMen has made certain assumptions. Among the key
factors that could cause actual results to differ materially from those
projected in the forward-looking information and statements are the
following: the ability to consummate the proposed acquisitions; the
ability to obtain requisite regulatory approvals and third party
consents and the satisfaction of other conditions to the consummation of
the proposed acquisitions, which could impact closing or closing on the
proposed terms and schedule; the potential impact of the announcement or
consummation of the proposed acquisitions on relationships, including
with regulatory bodies, employees, suppliers, customers and competitors;
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable laws;
compliance with extensive government regulation; and the diversion of
management time on the proposed acquisitions. Should one or more of
these risks, uncertainties or other factors materialize, or should
assumptions underlying the forward-looking information or statements
prove incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected.
Although MedMen believes that the assumptions and factors used in
preparing, and the expectations contained in, the forward-looking
information and statements are reasonable, undue reliance should not be
placed on such information and statements, and no assurance or guarantee
can be given 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.
The forward-looking information and forward-looking statements contained
in this press release are made as of the date of this press release, and
MedMen does not undertake to update any forward-looking information
and/or forward-looking statements that are contained or referenced
herein, except in accordance with applicable securities laws. All
subsequent written and oral forward-looking information and statements
attributable to MedMen or persons acting on its behalf is expressly
qualified in its entirety by this notice.
SOURCE: MedMen Enterprises
MEDMEN ENTERPRISES INC.
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
AS OF JUNE 30, 2018 AND 2017
|
(Amounts Expressed in United States Dollars Unless Otherwise
Stated)
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
|
|
|
|
$
|
79,159,970
|
|
|
$
|
5,720,026
|
Restricted Cash
|
|
|
|
|
|
|
6,163,599
|
|
|
|
2,190,067
|
Accounts Receivable
|
|
|
|
|
|
|
318,159
|
|
|
|
-
|
Current Portion of Prepaid Rent - Related Party
|
|
|
|
|
|
|
1,898,863
|
|
|
|
1,850,000
|
Prepaid Expenses
|
|
|
|
|
|
|
9,387,047
|
|
|
|
689,652
|
Biological Assets
|
|
|
|
|
|
|
1,952,580
|
|
|
|
-
|
Inventory
|
|
|
|
|
|
|
6,248,754
|
|
|
|
231,277
|
Other Current Assets
|
|
|
|
|
|
|
2,790,772
|
|
|
|
722,962
|
Due from Related Party
|
|
|
|
|
|
|
3,509,035
|
|
|
|
2,198,688
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
|
|
|
|
111,428,779
|
|
|
|
13,602,672
|
|
|
|
|
|
|
|
|
|
Prepaid Rent - Related Party, Net of Current Portion
|
|
|
|
|
|
|
2,652,149
|
|
|
|
4,726,012
|
Property and Equipment, Net
|
|
|
|
|
|
|
88,748,447
|
|
|
|
10,325,293
|
Intangible Assets, Net
|
|
|
|
|
|
|
48,792,757
|
|
|
|
24,626,508
|
Goodwill
|
|
|
|
|
|
|
18,165,161
|
|
|
|
6,164,161
|
Other Assets
|
|
|
|
|
|
|
12,403,049
|
|
|
|
986,756
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
|
|
$
|
282,190,342
|
|
|
$
|
60,431,402
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities
|
|
|
|
|
|
$
|
18,001,505
|
|
|
$
|
1,659,550
|
Other Current Liabilities
|
|
|
|
|
|
|
1,186,148
|
|
|
|
437,755
|
Current Portion of Notes Payable
|
|
|
|
|
|
|
52,353,625
|
|
|
|
6,597,806
|
Due to Related Party
|
|
|
|
|
|
|
9,858,445
|
|
|
|
5,482,817
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
|
|
|
|
81,399,723
|
|
|
|
14,177,928
|
|
|
|
|
|
|
|
|
|
Notes Payable, Net of Current Portion
|
|
|
|
|
|
|
3,593,334
|
|
|
|
12,673,609
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
|
|
|
|
84,993,057
|
|
|
|
26,851,537
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
Subordinate Voting Shares
|
|
|
|
|
|
|
129,145,994
|
|
|
|
-
|
Class A/B/C/D/P Units
|
|
|
|
|
|
|
-
|
|
|
|
18,685,290
|
Additional Paid-In Capital
|
|
|
|
|
|
|
47,091,271
|
|
|
|
-
|
Accumulated Deficit
|
|
|
|
|
|
|
(66,647,221
|
)
|
|
|
14,894,575
|
|
|
|
|
|
|
|
|
|
Total Equity Attributable to Shareholders of MedMen
|
|
|
|
|
|
|
109,590,044
|
|
|
|
33,579,865
|
Non-Controlling Interest
|
|
|
|
|
|
|
87,607,241
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
197,197,285
|
|
|
|
33,579,865
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
$
|
282,190,342
|
|
|
$
|
60,431,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDMEN ENTERPRISES INC.
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
FOR THE YEARS ENDED JUNE 30, 2018 AND 2017
|
(Amounts Expressed in United States Dollars Unless Otherwise
Stated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
$
|
39,783,102
|
|
|
$
|
2,671,812
|
|
Cost of Goods Sold
|
|
|
|
|
|
|
26,653,267
|
|
|
|
1,803,677
|
|
|
|
|
|
|
|
|
|
|
Gross Profit Before Fair Value Adjustment
|
|
|
|
|
|
|
13,129,835
|
|
|
|
868,135
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gain on Changes in Fair Value of Biological Assets
|
|
|
|
|
|
|
720,390
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
13,850,225
|
|
|
|
868,135
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
General and Administrative
|
|
|
|
|
|
|
98,180,978
|
|
|
|
14,138,166
|
|
Sales and Marketing
|
|
|
|
|
|
|
7,014,849
|
|
|
|
323,346
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
5,257,862
|
|
|
|
1,196,103
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
|
|
|
|
110,453,689
|
|
|
|
15,657,615
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations
|
|
|
|
|
|
|
(96,603,464
|
)
|
|
|
(14,789,480
|
)
|
|
|
|
|
|
|
|
|
|
Other Expense (Income):
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
|
|
|
|
5,312,433
|
|
|
|
512,441
|
|
Change in Fair Value of Derivative Liabilities
|
|
|
|
|
|
|
(2,869,942
|
)
|
|
|
-
|
|
Amortization of Debt Discount
|
|
|
|
|
|
|
10,802,358
|
|
|
|
-
|
|
Other Expense
|
|
|
|
|
|
|
877,477
|
|
|
|
73,218
|
|
|
|
|
|
|
|
|
|
|
Total Other Expense
|
|
|
|
|
|
|
14,122,326
|
|
|
|
585,659
|
|
|
|
|
|
|
|
|
|
|
Loss Before Provision for Income Taxes
|
|
|
|
|
|
|
(110,725,790
|
)
|
|
|
(15,375,139
|
)
|
Provision for Income Taxes
|
|
|
|
|
|
|
1,539,054
|
|
|
|
43,169
|
|
|
|
|
|
|
|
|
|
|
Net Loss and Comprehensive Loss
|
|
|
|
|
|
|
(112,264,844
|
)
|
|
|
(15,418,308
|
)
|
Net Loss and Comprehensive Loss Attributable to
|
|
|
|
|
|
|
|
|
Non-Controlling Interest
|
|
|
|
|
|
|
45,617,623
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Loss and Comprehensive Loss Attributable to
|
|
|
|
|
|
|
|
|
MedMen Enterprises Inc.
|
|
|
|
|
|
$
|
(66,647,221
|
)
|
|
$
|
(15,418,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share - Basic and Diluted
|
|
|
|
|
|
$
|
(2.77
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to MedMen Enterprises Inc. Shareholders
|
|
|
|
|
|
$
|
(1.65
|
)
|
|
|
Attributable to Non-Controlling Interest
|
|
|
|
|
|
$
|
(1.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares Outstanding - Basic and Diluted
|
|
|
|
|
|
|
40,480,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDMEN ENTERPRISES INC.
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
FOR THE YEARS ENDED JUNE 30, 2018 AND 2017
|
(Amounts Expressed in United States Dollars Unless Otherwise
Stated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
$
|
(112,264,844
|
)
|
|
$
|
(15,418,308
|
)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating
Activities:
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
6,030,947
|
|
|
|
1,641,311
|
|
Amortization of Debt Discount
|
|
|
|
|
|
|
10,802,358
|
|
|
|
-
|
|
Share-Based Compensation
|
|
|
|
|
|
|
31,360,669
|
|
|
|
1,602,422
|
|
Change in Fair Value of Derivative Liabilities
|
|
|
|
|
|
|
(2,869,942
|
)
|
|
|
-
|
|
Write-Off of Intangible Assets
|
|
|
|
|
|
|
19,003
|
|
|
|
-
|
|
Issuance to Shareholders of Ladera - Common Shares and Subscription
Receipts
|
|
|
|
|
|
|
4,899,215
|
|
|
|
-
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
|
|
Accounts Receivable
|
|
|
|
|
|
|
(318,159
|
)
|
|
|
-
|
|
Prepaid Rent - Related Party
|
|
|
|
|
|
|
2,025,000
|
|
|
|
(3,076,012
|
)
|
Prepaid Expenses and Other Current Assets
|
|
|
|
|
|
|
(7,326,261
|
)
|
|
|
(622,877
|
)
|
Biological Assets
|
|
|
|
|
|
|
(720,390
|
)
|
|
|
-
|
|
Inventory
|
|
|
|
|
|
|
(7,249,667
|
)
|
|
|
(231,277
|
)
|
Due from Related Party
|
|
|
|
|
|
|
456,102
|
|
|
|
(1,752,782
|
)
|
Other Assets
|
|
|
|
|
|
|
(11,226,093
|
)
|
|
|
(512,271
|
)
|
Accounts Payable and Accrued Liabilities
|
|
|
|
|
|
|
15,685,561
|
|
|
|
(568,831
|
)
|
Other Current Liabilities
|
|
|
|
|
|
|
(789,193
|
)
|
|
|
-
|
|
Due to Related Party
|
|
|
|
|
|
|
2,609,179
|
|
|
|
786,274
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
|
|
|
|
(68,876,515
|
)
|
|
|
(18,152,351
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases of Property and Equipment
|
|
|
|
|
|
|
(59,589,669
|
)
|
|
|
(6,224,959
|
)
|
Purchase of License from Advanced Patients' Collective
|
|
|
|
|
|
|
-
|
|
|
|
(4,000,000
|
)
|
Purchase of Management Agreement
|
|
|
|
|
|
|
(3,999,999
|
)
|
|
|
-
|
|
Acquisition of Businesses, Net of Cash Acquired
|
|
|
|
|
|
|
(28,425,000
|
)
|
|
|
(31,394,678
|
)
|
Restricted Cash
|
|
|
|
|
|
|
(3,973,532
|
)
|
|
|
(2,190,067
|
)
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
|
|
|
|
(95,988,200
|
)
|
|
|
(43,809,704
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Private Placement in Connection with Reverse Take-Over
|
|
|
|
|
|
|
101,802,288
|
|
|
|
-
|
|
Issuance of MM CAN USA, Inc. Class B Shares for Exercise of MedMen
Corp Warrants
|
|
|
|
|
|
|
1,289,010
|
|
|
|
-
|
|
Contributions from Members
|
|
|
|
|
|
|
21,904,035
|
|
|
|
34,882,972
|
|
MM Enterprises USA, LLC Formation and Rollup
|
|
|
|
|
|
|
5,206,023
|
|
|
|
-
|
|
Proceeds from Issuance of Notes Payable
|
|
|
|
|
|
|
75,283,358
|
|
|
|
26,815,122
|
|
Principal Repayments of Notes Payable
|
|
|
|
|
|
|
(23,363,562
|
)
|
|
|
(7,040,895
|
)
|
Debt Issuance Costs
|
|
|
|
|
|
|
-
|
|
|
|
(375,000
|
)
|
Non-Brokered Private Placement
|
|
|
|
|
|
|
36,011,152
|
|
|
|
-
|
|
Cash Received from Issuance of Class C Units
|
|
|
|
|
|
|
-
|
|
|
|
1,086,431
|
|
Cash Received from Issuance of Class D Units
|
|
|
|
|
|
|
9,850,000
|
|
|
|
6,150,000
|
|
Loans from Related Parties
|
|
|
|
|
|
|
-
|
|
|
|
4,413,964
|
|
Contributions - Non-Controlling Interest
|
|
|
|
|
|
|
10,322,355
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
|
238,304,659
|
|
|
|
65,932,594
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
73,439,944
|
|
|
|
3,970,539
|
|
Cash and Cash Equivalents, Beginning of Year
|
|
|
|
|
|
|
5,720,026
|
|
|
|
1,749,487
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
|
|
|
|
$
|
79,159,970
|
|
|
$
|
5,720,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH PAID DURING PERIOD FOR:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
$
|
3,861,548
|
|
|
$
|
273,650
|
|
|
|
|
|
|
|
|
|
|
OTHER NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Assets Acquired through Management Agreement
|
|
|
|
|
|
$
|
4,690,506
|
|
|
$
|
-
|
|
Derivative Liability Incurred on Issuance of Debt
|
|
|
|
|
|
$
|
16,112,880
|
|
|
$
|
-
|
|
Derivative Liability Converted to Equity
|
|
|
|
|
|
$
|
13,242,938
|
|
|
$
|
-
|
|
Debt Discount Recognized Upon Issuance of Warrants
|
|
|
|
|
|
$
|
1,771,711
|
|
|
$
|
-
|
|
Conversion of Convertible Notes into Equity
|
|
|
|
|
|
$
|
32,052,363
|
|
|
$
|
4,829,031
|
|
Issuance of Note Payable Related to Purchase of Management Agreement
|
|
|
|
|
|
$
|
2,000,000
|
|
|
$
|
-
|
|
Issuance of Notes Payable Related to Purchase of Property and
Equipment
|
|
|
|
|
|
$
|
15,905,000
|
|
|
$
|
-
|
|
Issuance of Members' Equity in Exchange for Prepaid Rent
|
|
|
|
|
|
$
|
-
|
|
|
$
|
3,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDMEN ENTERPRISES INC.
|
RECONCILIATION FOR NON-IFRS FINANCIAL MEASURES
|
(Amounts Expressed in United States Dollars Unless Otherwise
Stated)
|
|
|
|
|
|
|
|
|
Year-Ended June 30,
|
|
|
|
Quarter-Ended June 30,
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
|
2018
|
|
2017
|
Total Net Income (Loss) (IFRS)
|
|
|
|
|
|
|
($112,264,843
|
)
|
|
|
($15,418,308
|
)
|
|
|
|
|
($78,739,439
|
)
|
|
|
($7,347,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add (Deduct) Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Costs
|
|
|
|
|
|
$
|
9,203,143
|
|
|
$
|
2,328,840
|
|
|
|
|
$
|
5,099,137
|
|
|
|
($5,053
|
)
|
Share-Based Compensation
|
|
|
|
|
|
$
|
31,360,669
|
|
|
$
|
1,602,422
|
|
|
|
|
$
|
30,820,753
|
|
|
$
|
1,156,127
|
|
Other Non-Cash Operating Costs
|
|
|
|
|
|
$
|
890,000
|
|
|
$
|
0
|
|
|
|
|
$
|
890,000
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments
|
|
|
|
|
|
$
|
41,453,812
|
|
|
$
|
3,931,262
|
|
|
|
|
$
|
36,809,890
|
|
|
$
|
1,151,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted Net Loss (Non-IFRS)
|
|
|
|
|
|
|
($70,811,031
|
)
|
|
|
($11,487,046
|
)
|
|
|
|
|
($41,929,550
|
)
|
|
|
($6,196,798
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Income (Loss) (IFRS)
|
|
|
|
|
|
|
($112,264,843
|
)
|
|
|
($15,418,308
|
)
|
|
|
|
|
($78,739,439
|
)
|
|
|
($7,347,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add (Deduct) Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest and Other Financing Costs
|
|
|
|
|
|
$
|
5,312,434
|
|
|
$
|
512,444
|
|
|
|
|
$
|
3,283,296
|
|
|
$
|
415,945
|
|
Income Tax Expense (Recovery)
|
|
|
|
|
|
$
|
1,539,053
|
|
|
$
|
43,169
|
|
|
|
|
$
|
674,820
|
|
|
$
|
43,169
|
|
Amortization and Depreciation
|
|
|
|
|
|
$
|
16,833,303
|
|
|
$
|
1,641,311
|
|
|
|
|
$
|
13,339,503
|
|
|
$
|
1,601,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments
|
|
|
|
|
|
$
|
23,684,790
|
|
|
$
|
2,196,924
|
|
|
|
|
$
|
17,297,619
|
|
|
$
|
2,060,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EBITDA (Non-IFRS)
|
|
|
|
|
|
|
($88,580,053
|
)
|
|
|
($13,221,384
|
)
|
|
|
|
|
($61,441,821
|
)
|
|
|
($5,287,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EBITDA (Non-IFRS)
|
|
|
|
|
|
|
($88,580,053
|
)
|
|
|
($13,221,384
|
)
|
|
|
|
|
($61,441,821
|
)
|
|
|
($5,287,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add (Deduct) Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Costs
|
|
|
|
|
|
$
|
9,203,143
|
|
|
$
|
2,328,840
|
|
|
|
|
$
|
5,099,137
|
|
|
|
($5,053
|
)
|
Share-Based Compensation
|
|
|
|
|
|
$
|
31,360,669
|
|
|
$
|
1,602,422
|
|
|
|
|
$
|
30,820,753
|
|
|
$
|
1,156,127
|
|
Other Non-Cash Operating Costs
|
|
|
|
|
|
$
|
890,000
|
|
|
$
|
0
|
|
|
|
|
$
|
890,000
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments
|
|
|
|
|
|
$
|
41,453,812
|
|
|
$
|
3,931,262
|
|
|
|
|
$
|
36,809,890
|
|
|
$
|
1,151,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted EBITDA (Non-IFRS)
|
|
|
|
|
|
|
($47,126,241
|
)
|
|
|
($9,290,122
|
)
|
|
|
|
|
($24,631,931
|
)
|
|
|
($4,136,096
|
)
|
View source version on businesswire.com:
https://www.businesswire.com/news/home/20181025005380/en/
MedMen Enterprises Inc.
OFFICER:
Adam Bierman,
855-292-8399
Chief Executive Officer
info@medmen.com
or
MEDIA
CONTACT:
Briana Chester, 424-888-4260
Senior Publicist
briana.chester@medmen.com
or
INVESTOR
RELATIONS CONTACT:
Stéphanie Van Hassel, 323-705-3025
Head
of Investor Relations
investors@medmen.com
Source: MedMen Enterprises Inc.