Golden Leaf Reports Record 2020 Revenues of $21.9 Million and First Adjusted EBITDA1 Positive Quarter

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PORTLAND, Ore., April 27, 2021 (GLOBE NEWSWIRE) — Golden Leaf Holdings Ltd. (CSE:GLH) (OTCQB:GLDFF) (“Golden Leaf” or the “Company”), operating as Chalice Brands, a premier, consumer-driven cannabis company specializing in retail, production, processing, wholesale, and distribution, today announces its results for the fourth quarter 2020 and the year ended December 31, 2020.

2020 Financial Highlights:

  • Record total revenue of US$21.9 million for FY 2020, a 39% year-over-year increase compared to $15.8 million for FY 2019.
  • Record year-over-year revenues for the fourth quarter of 2020 of $5.5 million, a 53% increase compared to the fourth quarter of 2019.
  • Fourth quarter of 2020 was the Company’s first ever adjusted EBITDA1 positive quarter of approximately $342,000.
  • For the six months ended December 31, 2020 adjusted EBITDA1 was approximately $170,000 and cash flow from operations was approximately $420,000.
  • Gross profit for 2020 of $6.8M or 31% gross margin compared to $4.3M at a 27% gross margin in 2019. Gross margin improvements were accomplished as a result of facility consolidations, headcount rationalization, and improved vertical product contribution.

2020 Accomplishments:

  • Galvanized a world-class management team to succeed and grow despite a global pandemic, social unrest and once in a generation Oregon wildfire activity.
  • Leveraged the Chalice reputation in the Oregon marketplace and cannabis community to earn exceptional purchasing terms for the Company’s retail stores.
  • Restructured and optimized the Bald Peak grow facility and hired a six-time award winning Director of Cultivation. Kicked off in-house breeding program focused on creating unique strains to serve both new and seasoned consumers.
  • Created an innovative and non-traditional approach to vendor partnerships and collaborative marketing by building out a true omni-channel advertising plan, collaborative discount programs, participation in the Chalice Farms Magazine and more.
  • Restructured the balance sheet with the modification of the Chalice Farms earn-out, resulting in a reduction in forward cash obligations of $2.5M and a manageable payment schedule for the remaining cash obligations over 60 months commencing May 2022.

Subsequent Events:

  • On January 21, 2021 the Company announced it received unanimous consent from holders of its convertible debentures due November 16, 2021 to extend the term one year to November 16, 2022 and to reprice the conversion features from C$0.30 to US$0.06.
  • During the first quarter the Company closed on total gross proceeds of US$13.7 million in non-brokered private placement transactions to be used to fund the acquisition of its previously announced retail store acquisition.
  • On February 26, 2021 the Company announced a letter of intent to acquire a retail store chain in the Northwest. Target close expected by end of April.
  • C$3.7M of convertible debentures converted to equity during the first quarter of 2021, reducing balance outstanding to C$4.4M.
  • On April 8, 2021 the Company announced its 80% acquisition of CBD skincare brand Fifth & Root.

Jeff Yapp, Chief Executive Officer of Golden Leaf Holdings, commented, “2020 was the culmination of the transition we began in 2019. We set a course for positive cash flow and achieved that goal with support from vendors, commitment of our staff, executives, and directors. We achieved positive cash flow in Q3 and Q4 and positive adjusted EBITDA in Q4 and with the inclusion of its recently announced retail acquisition, management expects that the Company can financially support operations moving forward.”

Fiscal Year 2020 Financial Results:

For the year ended December 31, 2020 (“FY 2020”), total revenue was US$21.9 million as compared to US$15.8 million for the same twelve-month period in 2019 (“FY 2019”). The 39% year-over-year increase largely reflects improvements in Oregon operations.

Gross profit was $6.8 million, or 31% of total revenue for FY 2020, compared with $4.3 million or 27% of total revenue in FY 2019. FY 2020 gross margin increased largely due to cost control measures implemented early in the year, including facility consolidation and headcount reduction in operational areas as well as significantly increased contribution from vertically manufactured products in the Company’s retail revenues.

Operating expenses were $12.3 million for FY 2020, compared with $16.6 million in FY 2019, an improvement of US$4.2 million, or 26%, driven largely by decreases in share-based compensation and general and administrative expenses. The reduction in operating expenses was due primarily to decreased salaries, wages and share-based compensation.

Adjusted EBITDA loss was $1.4 million for FY 2020, compared with a loss of $8.8 million for FY 2019. This measure is primarily driven by the increase in gross profit and the reduction in cash-based operating expenses. The Company considers Adjusted EBITDA an important operational measure for the business. For a reconciliation of Adjusted EBITDA to income (loss) before income taxes, please see the Company’s management discussion and analysis for FY 2020 (the “MD&A”).

Net loss from continuing operations for FY 2020 was $10.0 million compared to $32.6 million for FY 2019. This change of $22.6 million is largely due to no impairments to goodwill and intangible assets in FY2020 (FY2019 – $18.7 million) and improvement in operating income of $6.7 million over the prior year.

“For years, we’ve been providing wellness-inspired cannabis products that feed the market’s growing demand for healthy, vegan, gluten-free, organic and locally-sourced oils, extracts and ingredients,” continued Yapp. “While others play catch-up, we are optimizing and improving our commitment to deliver the highest quality cannabis product and experience.”

The Company’s annual audited financial statements for FY 2020 and related MD&A have been filed on SEDAR and are available for review.

1Adjusted EBITDA is defined by the Company as earnings before interest, taxes, depreciation and amortization, non-cash compensation expenses, one-time transaction fees and other non-cash charges that include impairments, start-up costs and extraordinary operational curtailment charges and excluding fair value changes related to biological assets.

Investor Conference Call

Golden Leaf management, led by Mr. John Varghese, Executive Chairman and Mr. Jeff Yapp, Chief Executive Officer, will hold a conference call on Tuesday April 27th at 4:30 ET, 2021, to report its financial results for the year ended December 31, 2020.

Dial-in information for the conference call is as follows:

Program Title: Golden Leaf Holdings – 2020 Fourth Quarter Earnings Call

Canada & US: 1-877-407-0784

International: 1-201-689-8560

Participants must request the Golden Leaf Holdings – 2020 Fourth Quarter Earnings Call

A live audio webcast will be available online on the Company’s website at www.goldenleafholdings.com where it will be archived for one year.

An audio replay of the conference call will be available through midnight May 11, 2021 by dialing 1-844-512-2921 from the US or Canada, or 1-412-317-6671 from international locations. The conference ID: 13718945.

About Golden Leaf Holdings

Golden Leaf Holdings is a premier consumer-driven cannabis company specializing in production, processing, wholesale, distribution and retail, with seven dispensaries in Portland, Oregon. The Company is committed to developing a dynamic portfolio built around the recognized brands of Chalice Farms, with a focus on health and wellness. GLH operates nationally through Fifth and Root and has operations in Oregon and California. Visit http://www.glhmonthly.com for regular updates.

Investor Relations:

John Varghese
Executive Chairman
Golden Leaf Holdings Ltd.
971-371-2685
ir@goldenxtrx.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer: This press release contains “forward-looking information” within the meaning of applicable securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Company’s future business operations, the opinions or beliefs of management and future business goals. Generally, forward looking information 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 state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. These risks include but are not limited to general business, economic and competitive uncertainties, regulatory risks, market risks, risks inherent in manufacturing and retail operations such as unforeseen costs and production shutdowns, difficulties in maintaining brand loyalty, and other risks of the cannabis industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. Forward-looking information is provided herein for the purpose of presenting information about management’s current expectations relating to the future and readers are cautioned that such information may not be appropriate for other purpose. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. This press release does not constitute an offer of securities for sale in the United States, and such securities may not be offered or sold in the United States absent registration or an exemption from registration or an exemption from registration.

     
GOLDEN LEAF HOLDINGS LTD.    
Consolidated Statements of Financial Position      
As at December 31, 2020 and December 31, 2019      
(Expressed in U.S. dollars)        
         
    December 31, 2020     December 31, 2019  
                 
         
ASSETS        
CURRENT        
Cash   $ 905,149     $ 3,531,202  
Accounts receivable Note 8   108,308       167,178  
Other receivables Note 8   737,185        
Notes receivable Note 7   919,488        
Income tax recoverable           74,034  
Sales tax recoverable     89,033       271,866  
Biological assets Note 9   455,045       88,078  
Inventory Note 9   2,304,501       2,965,304  
Prepaid expenses and deposits     555,597       325,329  
Total current assets     6,074,306       7,422,991  
         
Property, plant and equipment Note 10   2,361,357       3,723,489  
Notes receivable Note 7         919,488  
Other receivables Note 8   656,718       447,901  
Right-of-use assets, net Note 11   4,132,035       4,333,064  
Intangible assets Note 12   10,737,423       10,737,423  
Goodwill Note 12   4,056,172       4,056,172  
         
Total assets   $ 28,018,011     $ 31,640,528  
         
LIABILITIES        
CURRENT        
Accounts payable and accrued liabilities   $ 3,404,425     $ 1,564,982  
Interest payable     28,100       125,900  
Income taxes payable Note 24   1,003,604        
Deferred income tax payable Note 24   55,039       248,852  
Sales tax payable     217,789       187,520  
Current portion of long-term debt Note 14   22,171       82,404  
Notes payable Note 13   119,533        
Convertible debentures carried at fair value Note 13   5,575,273        
Lease liability Note 14   949,496       843,238  
Total current liabilities     11,375,430       3,052,896  
         
Long-term debt Note 14   134,675       29,952  
Long-term lease liability Note 14   4,372,395       4,090,806  
Convertible debentures carried at fair value Note 13         4,706,141  
Consideration payable – cash portion Note 14   1,824,533       4,218,866  
Consideration payable – equity portion Note 14   4,838,780       4,940,667  
Total liabilities     22,545,813       21,039,328  
         
SHAREHOLDERS’ EQUITY      
         
Share capital Note 15   149,754,502       147,763,499  
Warrant reserve Note 16   1,079       1,980,217  
Share option reserve Note 17   4,070,474       4,181,350  
Contributed surplus     2,329,997       59,940  
Deficit     (150,683,854 )     (143,383,806 )
Total shareholders’ equity     5,472,198       10,601,200  
Total liabilities and shareholders’ equity   $ 28,018,011     $ 31,640,528  
         
       
GOLDEN LEAF HOLDINGS LTD.      
Consolidated Statements of Operations and Comprehensive Loss    
For the years ended December 31, 2020 and 2019        
(Expressed in U.S. dollars)        
         
    For the years ended
December 31,
      2020       2019  
Revenues        
Product sales Note 23 $ 20,611,519     $ 15,649,539  
Royalty and other revenue Note 23   1,297,637       105,068  
Total Revenue     21,909,156       15,754,607  
Inventory expensed to cost of sales Note 9, 23   14,895,074       11,457,854  
Gross margin, excluding fair value items     7,014,082       4,296,753  
Fair value changes in biological assets included        
in inventory sold Note 9, 23   (96,689 )      
Loss (gain) on changes in fair value of biological assets Note 9, 23   353,059       (20,715 )
Gross profit     6,757,712       4,317,468  
         
Expenses:        
General and administration     8,751,850       11,235,148  
Share based compensation Note 17   637,669       1,014,915  
Sales and marketing     1,942,066       2,039,744  
Depreciation and amortization Note 10,11   1,011,315       2,287,023  
Total expenses     12,342,900       16,576,830  
         
Loss before items noted below     (5,585,188 )     (12,259,362 )
         
Interest expense Note 13,14   2,282,335       2,712,092  
Transaction costs     61,164       279,402  
Loss on disposal of assets Note 10   293,171       73,218  
Other (income) loss     (70,784 )     74,246  
Impairment loss Note 12         18,735,818  
Gain on debt modification or extinguishment Note 13         (2,290,163 )
Gain on change in fair value of warrant liabilities           (605,481 )
Loss on change in fair value of convertible debentures Note 13   922,137       565,580  
Loss before income taxes     (9,073,211 )     (31,804,074 )
Current income tax expense Note 24   1,053,502       678,953  
Deferred income tax expense (income) Note 24   (97,903 )     133,508  
Net loss from continuing operations     (10,028,810 )     (32,616,535 )
Loss from discontinued operations Note 7         (13,764,706 )
Net loss     (10,028,810 )     (46,381,241 )
Other comprehensive loss        
Items that will be reclassified subsequently to profit or loss:        
Cumulative translation adjustment           125,930  
Comprehensive loss   $ (10,028,810 )   $ (46,255,311 )
Basic and diluted loss per share from continuing operations   $ (0.01 )   $ (0.05 )
Basic and diluted loss per share from discontinued operations $     $ (0.02 )
Weighted average number of common shares outstanding     873,783,951       671,893,137  
         
                                 
Adjusted EBITDA                                
                                 
    For the three months ended   For the years ended
    December 31,
2020
  December 31,
2019
  December 31,
2020
  December 31,
2019
                                 
Loss before income taxes   $ (2,468,652 )   $ (22,554,480 )   $ (9,073,211 )   $ (31,804,074 )
Adjustments:                                
Net impact, fair value of biological assets     9,844       (20,715 )     256,370       (20,715 )
Depreciation and amortization     469,682       916,818       2,017,803       2,502,844  
Fair value changes on debt and equity instruments     356,809       (2,195,295 )     922,137       (2,330,064 )
Share based compensation     372,876       529,269       637,669       1,014,915  
Interest expense, net     833,226       668,417       2,282,335       2,712,092  
Transaction costs     19,986       145,568       61,164       279,402  
Start-up costs(1)     165,272             344,392        
Nevada curtailment expenses and other(2)     700,143             977,026        
Impairments and other     (102,813 )     18,914,876       (70,784 )     18,810,064  
Loss on disposal     (14,529 )     (24,023 )     293,171       73,218  
Adjusted EBITDA   $ 341,844     $ (3,619,565 )   $ (1,351,928 )   $ (8,762,318 )
(1) Write-off of significant start up costs related to the Company’s California business          
(2) Losses experienced in Nevada due to unexpected shut down and facility abandonment due to COVID-19 and unexpected employment related settlements
                                 
                                 

Adjusted EBITDA Disclaimer: Adjusted EBITDA is defined by the Company as earnings before interest, taxes, depreciation, amortization, non‐cash compensation expenses, one-time transaction costs and other non-cash charges that include impairments. Adjusted EBITDA is a non‐GAAP financial measure which does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. The Company considers this Adjusted EBITDA an important figure to show the true day to day operational picture of the business. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with the IFRS.

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