NOTE 20. SEGMENT INFORMATION |
During 2018, the Company acquired additional
real property and determined that a previously insignificant operating segment “Real Estate and Construction” is now
significant and is a reportable segment requiring disclosure in accordance with ASC 280. Prior period information below has been
revised to conform to current period presentation. We are now organized into three reportable segments:
|
· |
Herbs and Produce Products – Includes herbs and leafy greens that are grown using classic Dutch hydroponic farming methods. |
|
|
|
|
· |
Cannabis Dispensary, Cultivation and Production – Includes cannabis-focused retail, cultivation and production. |
|
|
|
|
· |
Real Estate and Construction – Includes building ownership where cannabis dispensary and/or cultivation operations are currently in development. |
Our segment net revenue and contributions to
consolidated net revenue for each of the last two fiscal years were as follows:
|
|
Total Revenue |
|
|
% of Total Revenue |
|
|
|
Year Ended December 31, |
|
|
Year Ended December 31, |
|
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herbs and Produce Products |
|
$ |
5,585,447 |
|
|
$ |
5,701,233 |
|
|
|
17.8 |
% |
|
|
15.9 |
% |
Cannabis Dispensary, Cultivation and Production |
|
|
25,978,118 |
|
|
|
30,031,046 |
|
|
|
82.9 |
% |
|
|
83.9 |
% |
Real Estate |
|
|
62,574 |
|
|
|
- |
|
|
|
0.2 |
% |
|
|
-% |
|
Other and Eliminations |
|
|
(292,521 |
) |
|
|
68,565 |
|
|
|
(0.9 |
)% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
31,333,618 |
|
|
$ |
35,800,844 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
See “Note 2 – Summary of
Significant Accounting Policies” to our consolidated financial statements for financial information about our segments.
See also “Item 1A. Risk Factors” below for a discussion of certain risks associated with our operations.
Herbs and Produce Products
Either independently or in conjunction with
third parties, we are a retail seller of locally grown hydroponic herbs and produce, which are distributed through major grocery
stores throughout the East, West and Midwest regions of the U.S.
Cannabis Dispensary, Cultivation and
Production
Either independently or in conjunction with
third parties, we operate medical marijuana retail and adult use dispensaries and a medical marijuana and adult use cultivation
in California. In addition, we operate four retail medical and adult use marijuana dispensary facilities in Nevada, and have in
various stages of construction, medical marijuana and adult use cultivation and production facilities in Nevada. We own real property
in Nevada on which we plan to build a medical and adult use marijuana dispensary. All of our retail dispensaries in California
and Nevada offer a broad selection of medical and adult use cannabis products including flowers, concentrates and edibles. We also
produce and sell a line of medical and adult use cannabis flowers, as well as a line of medical and adult use cannabis-extracted
products, which include concentrates, cartridges, vape pens and wax products.
Real Estate
We own real property in Nevada on which we
plan to build a medical and adult use marijuana dispensary. Additionally, we own properties in California that are in various stages
of construction for medical marijuana and adult use cultivation and production facilities and dispensaries.
Summarized financial information concerning
the Company’s reportable segments is shown in the following tables. Total asset amounts at December 31, 2018 and 2017 excludes
intercompany receivable balances eliminated in consolidation.
|
|
For the Year Ended December 31, 2018 |
|
|
|
Herbs and Produce Products |
|
|
Cannabis Dispensary, Cultivation and Production |
|
|
Real Estate |
|
|
Eliminations and Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
5,585,447 |
|
|
$ |
25,978,118 |
|
|
$ |
62,574 |
|
|
$ |
(292,521 |
) |
|
$ |
31,333,618 |
|
Cost of Goods Sold |
|
|
4,232,875 |
|
|
|
14,091,651 |
|
|
|
- |
|
|
|
575,564 |
|
|
|
18,900,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
1,352,572 |
|
|
|
11,886,467 |
|
|
|
62,574 |
|
|
|
(868,085 |
) |
|
|
12,433,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation & Amortization |
|
|
522,669 |
|
|
|
4,272,592 |
|
|
|
31,061 |
|
|
|
232,468 |
|
|
|
5,058,790 |
|
Stock-Based Compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
603,117 |
|
|
|
603,117 |
|
Selling, General and Administrative Expenses (All Other) |
|
|
3,682,386 |
|
|
|
15,221,640 |
|
|
|
984,845 |
|
|
|
17,753,596 |
|
|
|
37,642,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
|
(2,852,483 |
) |
|
|
(7,607,765 |
) |
|
|
(953,332 |
) |
|
|
(19,457,266 |
) |
|
|
(30,870,846 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of Property |
|
|
(77,556 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(77,556 |
) |
Impairment of Intangible Assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Loss on Extinguishment of Debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Loss from Derivatives Issued with Debt Greater Than Debt Carrying Value |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain (Loss) on Fair Market Valuation of Derivatives |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Interest Expense, Net |
|
|
- |
|
|
|
(524,271 |
) |
|
|
(793,690 |
) |
|
|
(11,774,973 |
) |
|
|
(13,092,934 |
) |
Share of Loss in Joint Venture |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(662,222 |
) |
|
|
(662,222 |
) |
Gain on Sale of Assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,229,680 |
|
|
|
5,229,680 |
|
Gain on Settlement of Contingent Consideration |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain (Loss) on Fair Market Valuation of Contingent Consideration |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain on Sale of Assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense) |
|
|
(77,556 |
) |
|
|
(524,271 |
) |
|
|
(793,690 |
) |
|
|
(7,207,515 |
) |
|
|
(8,603,032 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Provision for Income Taxes |
|
$ |
(2,930,039 |
) |
|
$ |
(8,132,036 |
) |
|
$ |
(1,747,022 |
) |
|
$ |
(26,664,781 |
) |
|
$ |
(39,473,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets at December 31, 2018 |
|
$ |
15,109,512 |
|
|
$ |
78,307,074 |
|
|
$ |
15,109,512 |
|
|
$ |
22,494,829 |
|
|
$ |
131,020,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures |
|
$ |
1,036,566 |
|
|
$ |
8,062,552 |
|
|
$ |
13,229,942 |
|
|
$ |
3,079,650 |
|
|
$ |
25,408,710 |
|
|
|
For the Year Ended December 31, 2017 |
|
|
|
Herbs and
Produce
Products
|
|
|
Cannabis Dispensary, Cultivation and Production |
|
|
Real
Estate
|
|
|
Eliminations
and Other
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
5,701,233 |
|
|
$ |
30,031,046 |
|
|
|
68,565 |
|
|
$ |
- |
|
|
$ |
35,800,844 |
|
Cost of Goods Sold |
|
|
5,211,658 |
|
|
|
25,112,113 |
|
|
|
- |
|
|
|
- |
|
|
|
30,323,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
489,575 |
|
|
|
4,918,933 |
|
|
|
68,565 |
|
|
|
- |
|
|
|
5,477,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, General and Administrative Expenses |
|
|
3,123,037 |
|
|
|
10,843,210 |
|
|
|
334,813 |
|
|
|
11,056,031 |
|
|
|
25,357,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
|
(2,633,462 |
) |
|
|
(5,924,277 |
) |
|
|
(266,248 |
) |
|
|
(11,056,031 |
) |
|
|
(19,880,018 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Debt Discount |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,138,762 |
) |
|
|
(2,138,762 |
) |
(Loss) Gain on Extinguishment of Debt |
|
|
(18 |
) |
|
|
187 |
|
|
|
30 |
|
|
|
(7,144,487 |
) |
|
|
(7,144,288 |
) |
Loss on Fair Market Valuation of Derivatives |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,494,550 |
) |
|
|
(3,494,550 |
) |
Interest (Expense) Income |
|
|
- |
|
|
|
110 |
|
|
|
1 |
|
|
|
(542,775 |
) |
|
|
(542,664 |
) |
Impairment of Property |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(138,037 |
) |
|
|
(138,037 |
) |
Impairment of Intangibles |
|
|
(757,467 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(757,467 |
) |
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain on Settlement of Contingent Consideration |
|
|
- |
|
|
|
4,991,571 |
|
|
|
- |
|
|
|
- |
|
|
|
4,991,571 |
|
Loss on Fair Market Valuation of Contingent Consideration |
|
|
- |
|
|
|
(4,426,047 |
) |
|
|
- |
|
|
|
- |
|
|
|
(4,426,047 |
) |
Share of Loss in Joint Venture |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Gain on Sale of Assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense) |
|
|
(757,485 |
) |
|
|
565,821 |
|
|
|
31 |
|
|
|
(13,458,611 |
) |
|
|
(13,650,244 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Provision for Income Taxes |
|
$ |
(3,390,947 |
) |
|
$ |
(5,358,456 |
) |
|
$ |
(266,217 |
) |
|
$ |
(24,514,642 |
) |
|
$ |
(33,530,262 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets at December 31, 2017 |
|
$ |
5,847,286 |
|
|
$ |
69,844,546 |
|
|
$ |
1,791,889 |
|
|
$ |
20,704,078 |
|
|
$ |
98,187,799 |
|
Note that in 2018, Herbs & Produce revenue
and cost of goods sold each include $1.11 million of intercompany transactions that were eliminated within the consolidation. As
of December 31, 2018, total assets associated with the Other & Eliminations segment included $8.48 million of investments in
unconsolidated affiliates accounted for under the equity method of accounting.
|