TORONTO--(BUSINESS WIRE)--Halo Labs Inc. ("Halo" or the "Company") (NEO: HALO, OTCQX: AGEEF, Germany: A9KN) today announced its 2019 financial and operational results. The Company reported revenues of $28.1 million for the year ended December 31, 2019, a 158% increase in comparison with the previous year. Adjusted gross profit was $5.3 million, excluding fair value gains in biological assets, impairment of inventory and non-reoccurring costs due to market circumstances in the fourth quarter in 2019. The adjusted gross margin in 2019 was 19% in comparison with -1% in 2018. Complete results are reported in the Company’s consolidated financial statements for the year ended December 31, 2019 and associated management discussion and analysis (the “MD&A”).

Market circumstances across the Company’s two core markets in the fourth quarter materially affected financial results. On September 26, 2019, in response to the emerging health crisis tied to nicotine and cannabis vaping products, the Oregon Health Authority (OHA) issued a public health advisory and on October 4, 2019, Oregon's Governor, Kate Brown, took the OHA warning a step further and issued an executive order immediately banning flavored cannabis vaping products, including cannabis vape cartridges, for 180 days. At the same time, California Governor Gavin Newsom and the California Department of Public Health (CDPH) advised all Californians to stop vaping until the root cause for the lung illness was pinpointed. The Governor Newsom’s order also required stores selling vaping devices to post warnings about the health risks of those products. BDS analytics found that vape product sales declined sharply through the end of 2019. Using data across Arizona, California, Colorado, Nevada and Oregon, sales had plummeted approximately 25% by October with additional declines expected throughout Q4.1

While revenue in 2019 fell below management’s initial expectations, when faced with several challenging market and regulatory dynamics Halo elected to forgo revenues that would cause the business to draw heavily upon cash reserves and thus strengthened Halo's financial position relative to the industry as a whole. The Company had working capital of $15.3 million at December 31, 2019 compared with $6.2 million in 2018. At December 31, 2019, the Company had cash of $6.1 million, of which $1.7 million was restricted. The Company’s large inventory balances have been critical during the Covid-19 pandemic given supply chain disruptions experienced worldwide.

2019 Financial Highlights

Revenue for the year ended December 31, 2019 was $28.1 million compared to $10.9 million for the year ended December 31, 2018, a 158% increase, due primarily to the first-time contribution from California. Total revenues were comprised of $10.9 million from ANM, Inc. (“ANM” or “Oregon”), $2.0 million from HLO Ventures (NV), LLC (“HLO” or “Nevada”), and $15.3 million from Coastal Harvest LLC (“Coastal Harvest” or “California”).

Gross profit was $3.1 million in 2019 compared to gross loss of $0.3 million in 2018. The gross margin in 2019 was 11% compared to -3% in 2018. Oregon had a gross margin of 11%, California had a gross margin of 16%, and Nevada had a gross margin of -28% for the year ended December 31, 2019.

Excluding the fair value gain on biological assets, impairments, and non-reoccurring costs, the adjusted gross margin in 2019 was 19% compared to -1% in 2018. By strategic business unit, Oregon had a gross margin of 24%, California had a gross margin of 20%, and Nevada had a gross margin of -17% for the year ended December 31, 2019.

Discussion

Growth in comparable revenues for Oregon and Nevada for the year was a respectable 6.2% considering that the fourth quarter suffered from the fallout of the vaporizer crisis that swept the United States in the latter half of 2019. The vape-inflicted lung injury outbreak, which was referred to as EVALI (E-cigarette or vaping associated lung injury), resulted in various cities/states banning the sale of vaporizers. Halo has confirmed that it does not use any additives in its vape cartridges, the believed cause of EVALI. Nevertheless, the negative public perception around vapes resulted in reduced sales and return of product. The bans have since been lifted, however Halo decided to suspend bulk distillate operations in California for most of Q4 2019 reacting to lackluster demand. The Company recently re-started bulk distillate operations in California in April 2020.

Excluding the fair value gain on biological assets, impairments, and non-reoccurring costs, the adjusted gross margin in 2019 was 19% compared to -1% in 2018. The fair value gain in biological assets was $0.2 million for the year ending December 31, 2019, and entirely attributable to Oregon. Impairments were $1.2 million and attributable to the fourth quarter in 2019. Of total impairments, $0.8 million was attributable to Oregon, $0.2 million was attributable to Nevada and $0.2 million was attributable to California. Non-reoccurring costs were also entirely attributable to the fourth quarter. Non-reoccurring costs due to market circumstances for Oregon were $0.8 million and $0.3 million for California.

In management’s view, the adjusted gross margin follows the underlying and anticipated go-forward trend. When viewed through this lens, gross margin attributable to operating subsidiaries only declined slightly to 10% in Q4, down from 14% in Q3 2019. In fact, Oregon exhibited a positive increase in adjusted gross margin between Q3 and Q4, up to 52% from 26%.

In addition, total operating expenses were $27.0 million in 2019 compared to $9.7 million in 2018 while net losses in 2019 were $27.6 million compared to $13.7 million in 2018. This rise in expenditure was due mainly to an increase in professional fees relating to financing and merger and acquisition support and increase in general and administration costs and salaries as a result of expansion into California and Nevada. M&A activity in the third and fourth quarter, in particular, increased professional fees at the corporate center. From a cash perspective, $10 million is attributable to share based payment for compensation, goods, and services.

In 2019 EBITDA and adjusted EBITDA were -$24.2 million and -$13.1 million compared to -$12.3 million and -$8.0 million in 2018. Adjusted EBITDA in 2019 adjusts among other items for $2.7 million of intangible impairments. EBITDA and Adjusted EBITDA are non-IFRS financial measures that the Company uses to assess its operating performance and does not have any standardized meaning prescribed by IFRS. EBITDA is defined as net earnings (loss) before net finance costs, income tax expense (benefit) and depreciation and amortization expense. Management defines Adjusted EBITDA as EBITDA adjusted for share based compensation and payment, foreign exchange loss, share based payments for goods and services, accretion expense, transaction expense in relation to RTO, fair value on intangible, values on biological assets and marketable securities. EBITDA and Adjusted EBITDA are provided to assist management and investors in determining the Company’s operating performance before income taxes, depreciation and amortization, and certain other income and expenses. As other companies may calculate these non-IFRS measures differently than the Company, these metrics may not be comparable to similarly titled measures reported by other companies. For a reconciliation of EBITDA and Adjusted EBITDA please refer to “Non-IFRS Measures” in the MD&A.

Cash inflow for the year ended December 31, 2019 was $5.3 million compared to $0.6 million in 2018. In addition cash:

used in operating activities was $14.7 million, compared to $12.3 million for the year ended December 31, 2018. The increase in cash used in operating activities was due primarily to an increase in operating expenses partially offset by the increase in gross profit.

generated from financing activities was $21.9 million compared to $16.1 million in the year ended December 31, 2018. The cash flow from financing activities in 2019 was comprised of net proceeds from issuance of convertible debentures and common shares in the capital of Halo (the "Common Shares") as well as proceeds generated from a sale lease back of equipment in California.

used in investing activities was $1.9 million, compared to $3.2 million used for the year ended December 31, 2018. The decrease in cash used in investing activities was due mainly to acquisition of intangible assets in the year utilizing shares of the Company.

Halo ended 2019 with a strong financial position in the view of management. The Company had working capital of $15.3 million at December 31, 2019 compared with $6.2 million in 2018. Cash at December 31, 2019 was $6.1 million ($1.7 million restricted) compared to $0.7 million ($0 restricted) at December 31, 2018. The Company intends to deploy these funds strategically, taking advantage of the opportunities presented in the current environment focusing on low-risk, cash flow generating propositions, such as licensing or white-labeling opportunities.

Q4 2019 Financial Highlights

Revenue in the fourth quarter of 2019 was $2.7 million, a 10% decrease compared to $3.0 million in the fourth quarter of 2018 due mainly to a decrease in revenues from Halo’s Oregon operations, and offset by the revenue from new operations in Nevada and California. Total revenues were comprised of $1.9 million from Oregon, $0.2 million from Nevada, and $0.6 million from California.

Decreased revenue for Q4 2019 in comparison to Q4 2018 was due primarily to a decrease of distillate (in cartridges) sales by 68% to 37,026 grams and of shatter sales by 48% to 80,254 grams in Oregon, offset by the 116,437 grams of bulk distillate and 26,189 grams of bulk live resin sold in California. The average price decrease of distillate in both Oregon and Nevada also contributed to the decrease in revenue for the fourth quarter of 2019 in comparison to the fourth quarter of 2018 as a result of adverse market conditions described previously.

Growth in comparable revenue for Q4 was -31%, reflecting the impact of the loss in sales and returns due to the vaporizer crisis in the fourth quarter in 2019. Halo’s Oregon operations reported a decline in revenues of 23% and Nevada reported a decline in revenues of 65%. California was not operational in the fourth quarter in 2018.

Other salient results include:

Gross loss for the fourth quarter of 2019 was $3.5 million compared to a gross loss of $0.9 million in the fourth quarter of 2018. The fourth quarter of 2019 includes the impact of the fair value loss in biological assets of $1.4 million, impairments of $1.2 million and non-recurring costs due to market circumstances of $1.1 million. The total impairment including impairment and non-recurring costs was $2.4 million. The gross margin for the fourth quarter of 2019 was -128% compared to -31% in the fourth quarter of 2018.

Excluding the fair value loss on biological assets, impairments and one-off items, the adjusted gross profit was $0.3 million and the adjusted gross margin for Q4 2019 was 10% compared to -$0.3 million and -10% for Q4 2018.

In Q4 2019, Oregon had a gross loss of $2.1 million and a gross margin of -108%. Excluding the fair value loss on biological assets of $1.4 million, impairments of oil inventory of $0.8 million and $0.8 million of non-recurring costs due to market circumstances, the adjusted gross profit was $1.0 million, and the adjusted gross margin was 52%.

In Q4 2019, California had a gross loss of $1.0 million and a gross margin of -163%. Excluding impairments of oil inventory write-downs of $0.2 million and non-recurring costs totaling $0.3 million which reflects commissions belonging to the second quarter in 2019, the adjusted gross loss was $0.5 million and the adjusted gross margin was -86%.

Nevada had a gross loss of $0.4 million and a gross margin of -204%. Excluding impairments of $0.2 million reflecting the write-down of distillate and DabTabs, the gross loss was $0.2 million, and the gross margin was -92%.

Cash inflow in the fourth quarter of 2019 was $0.3 million compared to a cash outflow in the fourth quarter of 2018 of $11.4 million.

Q4 2019 Corporate Highlights

On October 11, 2019, the Company announced the closing of an acquisition of all the common shares of Cannpos Services Corp. (“Cannpos”) for 18,785,714 Common Shares and 1,250,000 performance warrants. Cannpos is a software company that is developing an application to alleviate customer flow constraints currently experienced by dispensaries.

On October 11, 2019, the Company announced that it had closed a non-brokered private placement of 9,677,420 Common Shares for aggregate gross proceeds of C$3.0 million.

On October 15, 2019, the Company announced a strategic partnership agreement between Halo Dispensary Track Software Inc., a Halo Canadian subsidiary, and Greeny.com, a one-stop online marketplace for CBD-based products. The planned integration of Greeny.com with the Company’s recently acquired Dispensary Track will virtually bolster dispensary inventory with complementary CBD products that may not be traditionally available in the dispensary supply chain, offering consumers an even wider selection.

On October 16, 2019, the Company announced that it had closed a second tranche of the previously announced non-brokered private placement of Common Shares for additional gross proceeds of C$965,843. A total of 3,115,622 Common Shares were issued in connection with the second tranche.

On November 25, 2019, the Company announced that it had executed on an Agreement and Plan of Merger and Reorganization with the sole member of Mendo Distribution and Transportation, LLC (“MDT”), pursuant to which a subsidiary of Halo would merge with and into MDT. This transaction closed on January 9, 2020 and the purchase price for the MDT shares was satisfied through the issuance of 20,907,553 Common Shares.

On November 27, 2019, the Company announced that it has signed a definitive acquisition agreement with respect to its proposed acquisition of Bophelo Bioscience & Wellness (Pty) Ltd. (“Bophelo”) in exchange for 43,712,667 Common Shares. Located in the Kingdom of Lesotho, Southern Africa, Bophelo has the country’s largest licensed land area for cultivation of medicinal grade cannabis products. Bophelo currently leases a 5-hectare fully licensed greenhouse canopy and has conditional approval to expand with an additional 195+ hectares of licensed outdoor canopy. Halo expects to start exporting cannabis grown at Bophelo in Q2 2020.

On December 8, 2019, the Company announced that it had signed a strategic partnership agreement with OG DNA Genetics Inc., one of the most awarded names in cannabis, to exclusively develop its genetics in Oregon through breeding, growing, phenotyping and processing. The initial term of the agreement is five years with successive five year renewals.

On December 10, 2019, the Company announced that it had completed a transaction with Ukiah Ventures Inc. (“Ukiah”) a Mendocino based licensed distributor and co-packer of flower that was previously announced on August 28, 2019. Pursuant to the transaction, Halo and Ukiah entered into a share purchase agreement pursuant to which Halo acquired 1,333,333 common shares in the capital of Ukiah in exchange for 5,940,000 Common Shares. The shares acquired by Halo represent a 17.5% interest in Ukiah.

On December 23, 2019, the Company announced that it had entered into a definitive agreement to acquire all of the issued and outstanding common shares of Precisa Medical Instruments Corp. (“Precisa”) As consideration, the Company issued 13,392,857 Common Shares. Precisa owns the intellectual property related to and is focused on the development of the Accu-Dab THC and CBD oil dabbing device. On December 31, 2019, the Company announced that it had closed the acquisition of all of the issued and outstanding common shares in the capital of Precisa and completed a concurrent private placement of 3,333,334 Common Shares for aggregate gross proceeds of C$1,000,000.

Outlook

Halo’s Primary Business Objectives for 2020

In order to drive financial results in 2020, the Company has identified the following overarching principles as well as market specific applications:

Continue targeted approach to acquire distressed assets that come with working capital in all-stock transactions- where possible- that verticalize the Company’s operating footprint, and preserve the Company’s cash position.

Close the proposed acquisition of Bophelo and complete the build out of a 120,000 sq. ft. Phase 1 canopy project in Lesotho, as well as develop regional and international distribution for Lesotho flower and concentrates through supply agreements in federally legal countries in the European Union, the United Kingdom, Australia, Israel, within the African continent.

Where possible, continue to preserve cash by paying senior management in stock, and issuing share based payments to contractors and advisors. This ultimately underscores that the team believes in the Company.

Continued focus on cost controls and savings/reductions.

California

In California, the Company delivered $15.3 million bulk and tolling sales through Q4 2019. This is a highly seasonal business model, however, as larger operators in the state have their own cultivation and manufacturing capacity and only backfill their supply chain with bulk oil. This segment was a stepping-stone to secure further production, distribution, and retail in California. Additionally, Halo signed definitive agreements to acquire additional distribution and Type N licensing in Mendocino County, as well as a dispensary licensee in the City of Los Angeles. The Company took further steps to secure its supply chain by adding a minority stake in a post-harvest cultivation processing, co-packing, and distribution company. This investment was also accompanied by an offtake agreement with terms that Halo believes are favorable.

The Company expects these measures to help grow revenue and gross margin in California during 2020. Halo is also in discussions with and are targeting high profile brands and branded packaged products to garner higher price points on distributed products. One or all of these brands could be utilized for brick and mortar locations including the Los Angeles North Hollywood dispensary the Company intends to open in 2020.

Oregon

Oregon operations are continuing to grow and the harvest in Q4 2019 from East Evans Creek was the largest in the Company’s history. The OLCC lifted the ban on non-cannabis derived terpenes which allowed for a repositioning of the Company’s vape cartridges. Halo now offers cannabis derived terpene distillate in Exhale, botanical terpene blended distillate in Hush, and live resin cartridges in Mojave. The Company expects this differentiation to reduce the cannibalization of its cartridge brands.

The temporary ban on vape cartridges caused the Company to backfill sales with flower and pre-roll joints. This pivot greatly mitigated the downturn in vape cartridges and Halo intends to continue producing both flower product categories year-round. The concentrate business remains strong and new lines have been added, including a suite of live resin SKUs principally in vape cartridges, clear shatter, and a 1:1 CBD THC gummies and Sizzurp™ tinctures in various flavors.

International

Halo believes a foothold in the international market is critical as countries worldwide legalize cannabis at the national level. At that point, cost of production will determine optimal manufacturing footprint and the cost to produce in Lesotho is among the world’s lowest. Currently, the Company is focused on closing its proposed acquisition of Bophelo and developing the manufacturing site in Lesotho, Africa. This transaction has the potential to unlock a 200+ hectare cultivation operation, which would make Halo one of the world’s largest growers and suppliers of medicinal-grade cannabis.

To capitalize on growing exports market, Halo is also undergoing a quality manufacturing program to meet Good Agriculture and Collection Practices (GACP) guidelines in order to seek applicable licenses to ship flower grown in Lesotho to Canmart in the United Kingdom and a range of European countries including Spain, Greece, Malta as well as Australia and Israel.

Going forward, the Company believes its working capital is sufficient to sustain cash required to fund operations in 2020. Accordingly, the Company has chosen not to proceed at this time with the previously announced non-brokered private placement of convertible debentures of up to C$3.0 million.

Our leadership has positioned the business to benefit greatly from the structural changes in the global cannabis market. In North America, Halo will continue to build on its prevailing position as one of the country’s leading cultivators, producers and manufacturers of high-quality cannabis and cannabis related products. Meanwhile, the pending Bophelo acquisition and proposed Canmart distribution licenses hold significant promise to propel the Company forward.

About Halo

Halo is a leading cannabis cultivation, manufacturing, and distribution company that grows and extracts and processes quality cannabis flower, oils, and concentrates and has sold over 5 million grams of oils and concentrates since inception. Additionally, Halo has continued to evolve its business through delivering value with its products and now via verticalization in key markets in the United States and Africa with planned expansion into European and Canadian markets. With a consumer-centric focus, Halo markets innovative, branded, and private label products across multiple product categories.

Recently, the Company entered into binding agreements to acquire a dispensary in Los Angeles, 3 KushBar branded dispensaries, five development permits in Alberta Canada, and Canmart which holds wholesale distribution and special licenses allowing the import and distribution of cannabis based products for medicinal use (CBPM’s) in the United Kingdom. Halo is led by a strong, diverse management team with deep industry knowledge and blue-chip experience. The Company is currently operating in the United States in California, Oregon, and Nevada while having an international presence in Lesotho within a planned 200+ hectare cultivation zone via Bophelo as well as planned importation and distribution in the United Kingdom via Canmart.

For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.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 Halo’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Halo’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 is not limited to, the Company’s strategic tactics that will drive financial results in 2020, the intended deployment of the Company's current funds, the expected benefits of the Dispensary Track and Greeny.com relationship, the intended timing of Bophelo's initial cannabis exports, the timing and completion of the Company's ongoing acquisitions, the timing and ability of the Company to complete its initial exports to the United Kingdom, Halo's primary business objectives for 2020, the ability of the Company to grow revenue and gross margin, the acquisition of high profile brands by the Company, the Company's intention to produce flower product categories year-round, the Company's views regarding the competitive landscape of the international market, the ability of Bophelo to become one of the largest cannabis growers in the world, the ability of the Company's current working capital to meet its cash needs for fiscal 2020, and the ability of the Company to continue to build on its current market position.

By identifying such information and statements in this manner, Halo 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 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, Halo has made certain assumptions. Although Halo 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.

Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: unexpected costs or delays in the completion of the Company's ongoing acquisitions; negative results experienced by the Company or potential acquisition targets as a result of general economic conditions or the ongoing COVID-19 pandemic; delays in the ability of the Company or Bophelo to obtain certain regulatory approvals, including, the GACP certification, local licenses or the necessary import and export permits; unforeseen delays or costs in the completion of the Company's construction projects; unwillingness of employees or consultants to accept shares in lieu of cash consideration; an inability to identify suitable brands for acquisition; adverse changes to demand for flower products; ongoing projects by competitors that may impact the relative size of the Bophelo growing operation; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; increasing costs of compliance with extensive government regulation; changes in general economic, business and political conditions, including changes in the financial markets and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; risks related to licensing, including the ability to obtain the requisite licenses or renew existing licenses for the Company's proposed operations; dependence upon third party service providers, skilled labor and other key inputs; risks inherent in the agricultural and retail business; intellectual property risks; risks related to litigation; dependence upon senior management; and the other risks disclosed in the Company's annual information form dated as of the date hereof. 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.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Halo 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 Halo or persons acting on its behalf is expressly qualified in its entirety by this notice.

1https://bdsanalytics.com/new-report-cannabis-concentrate-sales-plummet-post-vape-crisis-threatening-market-on-track-to-break-10-billion-in-2024/