Golden Leaf Reports Fiscal Year 2018 Results

Reported Record Annual Revenue of US$16.5 million

Portland, Oregon, UNITED STATES

TORONTO, April 30, 2019 (GLOBE NEWSWIRE) -- Golden Leaf Holdings Ltd. (CSE:GLH) (OTCQB:GLDFF) (“Golden Leaf” or the “Company”), a leading cannabis company built around recognized brands for the wellness and recreational markets, today announced financial results for the fiscal year ended December 31, 2018, and a general business update.

Recent Financial Highlights:

  • Total revenue of US$16.5 million for FY 2018, a 43% year-over-year increase compared to $11.5 million for FY 2017.  Total revenue figures include Royalties and Consulting Revenue.
  • Record global product sales of US$16.3 million for FY 2018, a 57% increase over FY 2017
  • Comprehensive loss of US$4.4 million compared with a comprehensive loss of US$55.9 million for FY 2017
  • The Company attracted net investment proceeds of US$25.0 million
  • 105% increase in cash balance to US$12.3 million at year-end

2018 Milestones:

  • Garnered several licenses to expand and solidify the Company’s strategic position:
    • License to open another Oregon dispensary
    • License to operate an extraction facility in Oregon
    • Cultivation license in Oregon
  • Opened the Company’s seventh dispensary in Oregon
  • Successfully introduced several new products:
    • Award-winning, high-quality, vegan chews in Oregon and Nevada, including a CBD-only chew
    • Concentrates in Nevada
  • Garnered first harvest from the Company’s Canadian grow facility
  • New leadership: experienced operator and brand-builder, William Kulczycki, joined the Company as CEO

Subsequent Events:

  • Added management and oversight talent: 
    • Appointed Karyn Barsa as the Company’s CFO in February 2019
    • Larry Martin joined the Company’s board of directors in March 2019
  •  Declined to pursue closing of two previously-disclosed transactions:
    • Terra Tech Corporation 
    • Tahoe Hydroponics Company LLC
  • Initiated significant efficiency measures to improve financial performance, including reducing headcount by 19%
  • Scheduled the Annual General Meeting of shareholders at the offices of Cassels Brock and Blackwell LLP in Toronto, Canada for June 25, 2019

Mr. William Kulczycki, Chief Executive Officer of Golden Leaf Holdings, commented, “We closed out 2018 on a strong note with record global product sales of US$16.3 million. Our results reflect the important steps we took to build long-term value in our business and develop a platform to capitalize on the developing legalization of cannabis in Canada. This included expanding our cultivation capabilities and wholesale brands, while also increasing our retail presence with a new store in Oregon.

“Looking forward, we remain focused on growing revenue by expanding our retail footprint, product array and cultivation presence throughout the U.S. and Canada. At the same time, we are committed to growing responsibly while improving our margin growth and EBITDA. Towards that end, we have taken several measures this year to increase efficiencies throughout our organization to lower costs, increase cash flow and improve our overall financial performance.  With a differentiated brand portfolio and increased scope of operations, we are well positioned to benefit from the rapidly growing North American cannabis market,” said Mr. Kulczycki.

Fiscal Year 2018 Financial Results

For the year ended December 31, 2018 (“FY 2018”), total revenue was US$16.5 million as compared to US$11.5 million for the same twelve-month period in 2017 (“FY 2017”). The 43% year-over-year increase largely reflects initiation of flower sales from our Canadian operations and the addition of Chalice Farms stores in Oregon.

Gross profit was US$2.2 million or 13.3% of total revenue for FY 2018, compared with US$1.7 million or 15% of total revenue in FY 2017. FY 2018 gross margin decreased partially due to a reduction in the period gain from the fair value of biological assets as the Company’s biological assets matured, and due to absorption of additional production overhead as the Company brought new products to market.

Operating expenses were US$23.1 million for FY 2018 compared with US$11.7 million in FY 2017. Cash-based operating expenses of US$21.2 million in 2018 were 128% of total revenue, compared with US$11.1 million in 2017 or 97% of total revenue. The increase in operating expenses was largely due to accounting for share based compensation, increases to sales and marketing expense, and overhead associated with the opening of an additional dispensary.

Adjusted EBITDA loss was US$14.5 million for FY 2018, compared with a loss of US$8.3 million for FY 2017. This non-GAAP measure was predominantly impacted by a negative change of US$27.6 million to the fair value of the Company’s debt and equity instruments in 2018, compared with a positive change of US$20.0 million to the fair value of debt and equity instruments in 2017.  Adjusted 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. 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 2018 (the “MD&A”). 

Net loss for FY 2018 was US$4.6million or US$0.01 per share, compared with a net loss of US$55.9 million or $0.21 per share for FY 2017. Net income for FY 2018 benefited from favorable changes in the fair value of warrant and debt liabilities.

The Company’s annual financial statements for FY 2018 and related MD&A will be filed on SEDAR and available for review later today.

Investor Conference Call

Golden Leaf management, led by Mr. William Kulczycki, Chief Executive Officer, will hold a conference call at 4:30 ET on Wednesday, May 1, 2019, to report its financial results for the year ended December 31, 2018.

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

Program Title: Golden Leaf Holdings 2018 Audited Financials Conference Call
Canada & US: 1-877-423-9813
International:  1-201-689-8573
Participants must request the 2018 Audited Financials Call.

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

An audio replay of the conference call will be available through midnight May 15, 2019 by dialing 1-844-512-2921 from the US or Canada, or 1-412-317-6671 from international locations.  The conference ID: 13690596.

To be added to the Golden Leaf email distribution list, please email with ‘GLH’ in the subject line.

About Golden Leaf Holdings

Golden Leaf Holdings Ltd. is a Canadian company with operations in multiple jurisdictions including Oregon, Nevada, and Canada, with cultivation, production and retail operations built around recognized brands. Golden Leaf distributes its products through its branded Chalice Farms retail dispensaries, as well as through third-party dispensaries. Golden Leaf’s cannabis retail operations and products are designed with the customer in mind, focused on superlative in-store experience and quality products. Visit to learn more.

Investor Relations:
Steve Hosein
Renmark Financial Communications

Karyn Barsa
Chief Financial Officer
Golden Leaf Holdings Ltd.

Media Relations:
Anne Donohoe / Nick Opich
KCSA Strategic Communications /
212-896-1265 / 212-896-1206

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.

Consolidated Statements of Operations and Comprehensive Loss 
For the years ended December 31, 2018 and 2017 
(Expressed in U.S. dollars) 
  2018   2017 
   (Restated, Note 31)
Product sales$  16,347,558  $  10,411,232 
Royalties   -      1,100,066 
Consulting revenue   104,769     -  
Total Revenue$  16,452,327  $  11,511,298 
Inventory expensed to cost of sales   13,326,640     9,535,602 
Production costs   1,008,025     465,658 
Gross margin, excluding fair value items   2,117,662     1,510,038 
Fair value changes in biological assets included in inventory sold   227,731     -  
(Gain) Loss on changes in fair value of biological assets   (301,335)  (198,000)
Gross profit$  2,191,266  $  1,708,038 
General and administration   14,430,986     8,610,318 
Share based compensation   4,616,448     1,239,670 
Professional fees paid with equity instruments   -      80,436 
Sales and marketing   2,166,200     1,114,628 
Depreciation and amortization   1,856,814     572,695 
Impairment of long-lived assets   -      50,254 
Total expenses$  23,070,448  $  11,668,001 
Loss before items noted below$  (20,879,182) $  (9,959,963)
Interest expense   2,221,914     1,960,120 
Transaction costs   1,686,425     8,518,490 
Loss on disposal of assets   5,000     470,071 
Impairment of financing lease receivable   -     432,557 
Impairment of purchase option   -     5,200,000 
Other (income) loss   7,332,223     9,787,413 
(Gain) Loss on change in fair value of warrant liabilities   (14,993,991)    7,714,578 
(Gain) Loss on change in fair value of derivative liabilities   (61,044)    (334,834)
(Gain) Loss on change in fair value of convertible debentures   (12,582,178)    12,631,094 
Loss before income taxes (4,487,531)  (56,339,452)
Current income tax expense   82,811     143,230 
Net loss$  (4,570,342) $  (56,482,682)
Other comprehensive loss   
Reversal of unrealized loss on available for sale purchase option, net of tax for impairment$  -   $  530,000 
Items that will be reclassified subsequently to profit or loss:   
Cumulative translation adjustment   135,759     9,828 
Comprehensive loss$  (4,434,583) $  (55,942,854)
Basic and diluted loss per share$  (0.01) $  (0.21)
Weighted average number of common shares outstanding   568,877,327     262,011,877 

Consolidated Statements of Financial Position 
As at December 31, 2018 and 2017 
(Expressed in U.S. dollars) 
  2018   2017 
   (Restated, Note 31)
Cash$  12,275,372  $  6,009,447 
Accounts receivable   624,453     377,746 
Other receivables   297,737     -  
Income tax recoverable   686,600     432,000 
Sales tax recoverable   661,319     442,832 
Biological assets   74,148     90,627 
Inventory   3,416,906     3,623,255 
Prepaid expenses and deposits   1,962,033     348,176 
Assets held for sale   35,274     305,274 
Total current assets$  20,033,842  $  11,629,357 
Property, plant and equipment   6,188,835     5,956,910 
Intangible assets   21,782,949     26,227,116 
Goodwill   25,471,399     31,236,425 
Total assets$  73,477,025  $  75,049,808 
Accounts payable and accrued liabilities$  2,624,967  $  2,867,735 
Interest payable   92,554     48,524 
Income taxes payable   106,808     -  
Sales tax payable   231,675     -  
Current portion of long-term debt    25,492     131,610 
Current portion of convertible debentures carried at fair value   8,888,946     271,245 
Warrant liability   369,343     -  
Derivative liability   -      61,044 
Total current liabilities$  12,339,785  $  3,380,158 
Long term debt   46,229     80,381 
Note payable   312,118     389,916 
Convertible debentures carried at fair value   4,996,811     30,360,225 
Consideration payable   8,956,809     9,202,717 
Warrant liability   236,138     14,300,616 
Total liabilities$  26,887,890  $  57,714,013 
Share capital$  138,511,038  $  108,552,681 
Warrant reserve   4,052,164     5,083,561 
Share option reserve   4,777,929     1,087,640 
Contributed surplus   59,940     59,940 
Accumulated other comprehensive loss   (125,930)  9,828 
Deficit   (100,686,006)  (97,457,855)
Total shareholders' equity 46,589,135   17,335,795 
Total liabilities and shareholders' equity$  73,477,025  $  75,049,808 


Adjusted EBITDA    
 For the year ended December 31, 
  2018  2017
Income (loss) before income taxes   (4,487,531)    (56,339,452) 
Net impact, fair value of biological assets   (73,604)    (198,000) 
Depreciation and amortization   1,856,814     572,695  
Fair value changes on debt and equity instruments   (27,637,213)    20,010,838  
Share based compensation   4,616,448     1,239,670  
Interest expense, net   2,221,914     1,960,120  
Transaction costs   1,686,425     8,518,490  
Impairments and other   7,332,223     15,419,970  
Loss on disposal   5,000     470,071  
Adjusted EBITDA$  (14,479,524) $  (8,345,598) 

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.