NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
1. Organization and Summary of Significant Accounting Policies
Nature of Corporation:
Ultra Sun Corp (the “Company,” “us”, “we” or “our”) was incorporated under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. Our wholly-owned subsidiary Kush, Inc. (“Kush”) was acquired by us in June 2014 in exchange for shares of our common stock. Our wholly-owned subsidiary Wild Earth Naturals, Inc. (“Wild Earth”) was acquired by us in July 2013 in exchange for shares of our common stock. From our inception through September 30, 2013 we were engaged in the tanning salon business and operated a tanning salon in Saratoga Springs, Utah under the name “Sahara Sun Tanning.” As a result of our acquisition of Wild Earth in July 2013, we became engaged in the herbal skin care products business. On September 30, 2013, we sold the assets of the tanning salon business to a third party. As a result of our acquisition of Kush in June 2014, along with our Wild Earth operations we are now engaged in the developing and promoting of natural cannabis products. On November 2, 2015, Kush was spun off from the Company. On August 8, 2016 the Company entered into a securities purchase agreement with iBudtender Inc. to purchase 50.1% of iBudtender Inc. On August 1, 2017, the Company entered into a securities purchase agreement with PrestoCorp, Inc. (“PrestoCorp”) to purchase 51% of PrestoCorp.
Basis of Presentation:
The accompanying condensed consolidated balance sheet at December 31, 2017, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of June 30, 2018 and 2017, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2017 (the “2017 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and six months ended June 30, 2018, are not necessarily indicative of the results of operations expected for the year ending December 31, 2018.
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of Cannabis Sativa, Inc., and its wholly-owned subsidiaries; Wild Earth Naturals, Inc., Hi-Brands International, Inc., Eden Holdings LLC, our 50.1% ownership of iBudtender Inc. and our 51% ownership of PrestoCorp, (collectively referred to as the “Company”). All significant inter-company balances have been eliminated in consolidation.
Method of Accounting:
The Company maintains its books and prepares its consolidated financial statements on the accrual basis of accounting.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
Use of Estimates:
The preparation of these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such management estimates include the valuation of digital currency, valuation of intangible assets in connection with business combinations, recoverability of long-lived assets and goodwill, and the valuation of equity-based instruments. Actual results could differ from those estimates.
Liquidity
Our operations have been financed primarily through proceeds from notes payable, convertible notes payable, sale of common stock, warrants exercised for common stock and revenue generated from sales of our products. These funds have provided us with the resources to operate our business, sell and support our products, attract and retain key personnel and add new products to our portfolio. We have experienced net losses and negative cash flows from operations each year since our inception. As of June 30, 2018, we had an accumulated deficit of approximately $69,000,000 and negative working capital.
We have raised funds through the issuance of debt and the sale of common stock. We have also issued equity instruments in certain circumstances to pay for services from vendors and consultants. During the six months ended June 30, 2018, approximately $198,000 was raised in gross proceeds from the issuance of common stock from the exercise of warrants.
Segment Information:
We operate our business on the basis of a single reportable segment, which is the business of delivering products and services ancillary to the medical cannabis market. Our chief operating decision-maker is the Chief Executive Officer, who evaluates us as a single operating segment.
Accounts Receivable:
We estimate credit loss reserves for accounts receivable on an individual receivable basis. A specific impairment allowance reserve is established based on expected future cash flows and the financial condition of the debtor. We charge off customer balances in part or in full when it is more likely than not that we will not collect that amount of the balance due. We consider any balance unpaid after the contract payment period to be past due. At June 30, 2018 and December 31, 2017 the Company has established an allowance for doubtful accounts of $-0- and $1,246, respectively.
Inventory:
Inventory cost includes those costs directly attributable to the product before sale. Inventory consists of salves, ointments, lotions, creams and balms and is carried at the lower of cost or (net realizable value), using first-in, first-out method of determining cost. As of June 30, 2018, the Company had $8,503 in raw materials and $24 in finished goods inventory. At December 31, 2017 there was $8,346 in raw materials and $165 in finished goods inventory.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
Fair Value of Financial Instruments:
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates.
Net Loss per Share:
Net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive.
Revenue Recognition:
The Company recognizes revenue from product sales or services rendered when the following five revenue recognition criteria are met: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. For the three and six months ended June 30, 2018, approximately 95% of the revenue is from PrestoCorp operations.
Digital Currencies Translations and Re-measurements
The Company accounts for digital currencies, which it considers to be available for sale as opposed to trading, at their initial cost and subsequently re-measures the carrying amounts of digital currencies it owns at each reporting period based on their current fair value. The unrealized changes in the fair value of digital currencies are included as a component of other comprehensive income.
Intangible Assets:
Intangible assets are comprised of patents, trademarks, the Company’s “CBDS.com” website domain and intellectual property rights. The patents are
being amortized using the straight-line method over its economic life, which is estimated to be ten (10) years. The trademarks are being amortized between 5 and 10 years. The CBDS.com website is being amortized using the straight-line method over its economic life, which is estimated to be five (5) years. The intellectual property rights are being amortized using the straight-line month over its economic life, which are estimated to be between three (3) and five (5) years.
Long-Lived Assets:
We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet, if material. During the three and six months ended June 30, 2018 we did not recognize any impairment of our long-lived assets.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
Stock-Based Compensation:
Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate fair value method for our awards and have recognized compensation costs immediately as our awards are 100% vested.
The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete.
In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable in accordance with ASC 718.
Advertising Expense:
Advertising costs are expensed as incurred and are included in general and administrative expense in the accompanying consolidated statements of operations. Advertising costs were approximately $2,500 and $397,000 for the six months ended June 30, 2018 and 2017, respectively.
Business Combinations:
We account for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The final purchase price may be adjusted up to one year from the date of the acquisition. Identifying the fair value of the tangible and intangible assets and liabilities acquired requires the use of estimates by management and was based upon currently available data. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents and discount rates utilized in valuation estimates.
Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimate of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated statements of operations, financial position and cash flows in the period of the change in the estimate.
Recent Accounting Pronouncements:
There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s consolidated financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
Recent Accounting Pronouncements
– continued:
On January 1, 2018, the Company adopted the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the adoption of ASU 2014-09 did not significantly impact the Company’s reported historical revenue. Revenue from substantially all of our contracts with customers continues to be recognized over time as services are rendered. The impact of the adoption of the new standard was not material to the Company’s condensed consolidated financial statements for the six months ended June 30, 2018. The Company expects the impact to be immaterial on an ongoing basis. The 2017 comparative information has not been restated and continues to be reported under the accounting standards in effect for that period.
The primary change under the new guidance is the requirement to report the allowance for uncollectible accounts as a reduction in net revenue as opposed to bad debt expense, a component of operating expenses. The Company has historically included the allowance for uncollectible accounts amounts with its allowance for contractual adjustments as a reduction in operating expenses. However most contracts are collected in full at time of delivery and the Company has immaterial account receivables and also related uncollectible accounts. Accordingly, the adoption of this guidance did not have an impact on our condensed consolidated financial statements, other than additional financial statement disclosures. The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
At the adoption of Topic 606, the majority of what was previously classified as the provision for bad debts in the consolidated statements of income is now reflected as implicit price concessions and, therefore, included as a reduction to revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in operating expenses on the consolidated statements of income.
The Company operates as one reportable segment.
The Company receives payments from individual clients. As the period between the time of service and time of payment is typically one day or less, the Company elected the practical expedient under ASC 606-10-32-18 and did not adjust for the effects of a significant financing component.
Under the new revenue standard, the Company has elected to apply the following practical expedients and optional exemptions:
·
Recognize incremental costs of obtaining a contract with amortization periods of one year or less as expense when incurred. These costs are recorded within general and administrative expenses.
·
Recognize revenue in the amount of consideration to which the Company has a right to invoice the customer if that amount corresponds directly with the value to the customer of the Company’s services completed to date.
·
Exemptions from disclosing the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts for which revenue is recognized in the amount of consideration to which the Company has a right to invoice for services performed, and (iii) contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation.
·
No adjustment is made for the effects of a significant financing component as the period between the time of service and time of payment is typically one year or less.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
Recent Accounting Pronouncements
– continued:
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We plan to adopt the standard on January 1, 2019. We are currently assessing the impact that the new standard will have on our consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities.
In June 2018, the FASB issued
ASU 2018
-07,
Compensation - Stock Compensation (Topic 718)
to expand the scope of ASC 718,
Compensation - Stock Compensation (Topic 718)
(“ASU 2018-07”), to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We do not expect this ASU to have a significant impact on our condensed consolidated financial statements and related disclosures.
FASB ASU 2017-11 “
Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815)
” - In July 2017, the FASB issued 2017-11. The guidance eliminates the requirement to consider “down round” features when determining whether certain equity-linked financial instruments or embedded features are indexed to an entity’s own stock. Our warrants issued with our convertible notes are treated as derivative instruments, because they include a “down round” feature. The ASU is effective for annual periods beginning after December 15, 2018, and for interim periods within those years, with early adoption permitted. We do not expect this ASU to have a significant impact on our condensed consolidated financial statements and related disclosures.
2. Eden Holdings LLC
During the quarter ended September 30, 2014, the Company created Eden Holdings LLC, (the “LLC”). The purpose of the LLC is to hold the intellectual property of Cannabis Sativa, Inc. As of June 30, 2018 and December 31, 2017 there has been no activity in the LLC.
3. Fair Value Measurements
We adopted ASC Topic 820 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
|
·
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
|
|
·
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
|
·
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts receivable, inventory, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates. We measure certain financial instruments at fair value on a recurring basis.
4. Digital Currency
As of June 30, 2018 and December 31, 2017, assets measured at fair value on a recurring basis were as follows:
|
June 30, 2018 - Unaudited
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Digital Currency
|
|
$
30,169
|
|
$
-
|
|
$
30,169
|
|
$
-
|
|
Total assets measured at fair value
|
|
$
30,169
|
|
$
-
|
|
$
30,169
|
|
$
-
|
|
December 31, 2017
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Digital Currency
|
|
$
230,169
|
|
$
-
|
|
$
230,169
|
|
$
-
|
|
Total assets measured at fair value
|
|
$
230,169
|
|
$
-
|
|
$
230,169
|
|
$
-
|
The Company’s digital currency consisted of the following at June30, 2018 and December 31, 2017:
|
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Weed Coin
|
|
|
|
$
14,365
|
|
$
214,365
|
|
Gary Coin
|
|
|
|
15,804
|
|
15,804
|
|
Total assets measured at fair value
|
|
|
|
$
30,169
|
|
$
230,169
|
During the six months ended June 30, 2018, the Company purchased 10,000,000 shares of common stock of Medical Cannabis Payment Solutions (ticker: REFG) in exchange for 1,000,000 units of Weed coins (valued at $200,000).
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
5. Fixed Assets
Property and equipment consisted
of the following at June 30, 2018 and December 31, 2017:
|
|
Unaudited
|
|
|
|
June 30,
|
December 31,
|
|
|
2018
|
2017
|
|
Furniture and Equipment
|
$
18,055
|
$
17,425
|
|
Leasehold Improvements
|
2,500
|
2,500
|
|
|
20,555
|
19,925
|
|
Less: Accumulated Depreciation
|
(11,073)
|
(9,325)
|
|
|
|
|
|
Net Property and Equipment
|
$
9,482
|
$
10,600
|
Depreciation expense for the six months ended June 30, 2018 and 2017 was $1,748 and $323, respectively.
6. Intangibles
Intangibles consisted
of the following at June 30, 2018 and December 31, 2017:
|
|
Unaudited
|
|
|
|
June 30,
|
December 31,
|
|
|
2018
|
2017
|
|
|
|
|
|
CBDS.com website (Cannabis Sativa)
|
$
13,999
|
$
13,999
|
|
Intellectual Property Rights (Cannabis Sativa)
|
1,484,250
|
1,484,250
|
|
Intellectual Property Rights Vaporpenz (Cannabis Sativa)
|
210,100
|
210,100
|
|
Intellectual Property Rights (iBudtender)
|
330,000
|
330,000
|
|
Intellectual Property Rights (PrestoCorp)
|
240,000
|
240,000
|
|
Patents and Trademarks (Cannabis Sativa)
|
8,410
|
8,410
|
|
Patents and Trademarks (Wild Earth)
|
4,425
|
4,425
|
|
Patents and Trademarks (KPAL)
|
1,410,000
|
1,410,000
|
|
|
3,701,184
|
3,701,184
|
|
Less: Accumulated Amortization
|
(1,127,604)
|
(848,125)
|
|
|
|
|
|
Net Intangible Assets
|
$
2,573,580
|
$
2,853,059
|
Amortization expense for the six months ended June 30, 2018 and 2017 was approximately $279,479 and $181,000, respectively.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
6. Intangibles- continued:
Amortization for each of the next 5 years approximates:
|
2019
|
$
558,000
|
|
2020
|
$
558,000
|
|
2021
|
$
526,000
|
|
2022
|
$
422,000
|
|
2023
|
$
384,000
|
Goodwill consisted of the following at June 30, 2018 and December 31, 2017:
|
|
Unaudited
June 30, 2018
|
December 31, 2017
|
|
|
|
|
|
Beginning Balance
|
$
3,346,869
|
$
247,051
|
|
Acquisition PrestoCorp (1)
|
––
|
3,010,202
|
|
Adjustment to Valuation of iBudtender Acquisition
|
––
|
89,616
|
|
|
|
|
|
Ending Balance
|
$
3,346,869
|
$
3,346,869
|
7. Related Parties
The Company has received advances from related parties and officers of the Company to cover operating expenses. As of June 30, 2018 and December 31, 2017, net amounts due to the related parties were $793,390 and $623,093, respectively. During the six months ended June 30, 2018 and 2017, the Company has imputed interest on these advances at the rates between 5% and 8% per annum and has recorded interest expense related to these balances in the amount of $-0- and $11,880 respectively. Because the related parties do not expect the imputed interest to be repaid, the interest has been recorded as a contribution of capital.
At June 30, 2018 and December 31, 2017, the Company had a note payable to the founder of iBudtender of $8,744 and $55,667, respectively. This note is included in due to related parties on the condensed consolidated balance sheets. The note earns interest at 0% and is due on demand.
During the six months ended June 30, 2018 and 2017, the Company incurred approximately $11,000 and $21,000, respectively, for consulting services from a relative of the Company’s president.
8. Stockholders’ Equity
Preferred Stock
The Company authorized 5,000,000 shares of preferred stock. The Company designated and determined the rights of Series A preferred stock (“Series A”) with a par value of $0.001. The Company is authorized to issue 5,000,000 shares of Series A. The holders of Series A are entitled to dividends if the Company declares a dividend on common shares, have no liquidation preference, have voting rights equal to 1 vote per share, and can be converted into one share of common.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
8. Stockholders’ Equity- continued
Common Stock
During the year ended December 31, 2017, a related party purchased 80,000 shares common stock for approximately $415,000 in cash.
During the year ended December 31, 2017, a related party convertible note payable was repaid in the amount of $100,000 plus approximately $5,000 in interest with the issuance of 43,169 shares of common stock, per the terms of the note agreement.
During the year ended December 31, 2017, the Company paid $150,000 and issued 10,000 shares of common stock to purchase intellectual property. The total investment was valued at $210,100 of which
the 10,000 shares of common stock issued was valued at $60,100. The Company has recorded the intellectual property rights in intangible assets in the accompanying consolidated balance sheet.
During the year ended December 31, 2017, the Company issued 564,943 shares of common stock to purchase a controlling interest in PrestoCorp. The total investment was valued at $2,332,649. The Company has recorded the intellectual property rights in intangible assets in the accompanying consolidated balance sheet. See Note 9.
During the year ended December 31, 2017 the board of directors approved the issuance of 1,229,308 shares of common stock for services in the amount of approximately $5,500,000. Approximately $1,600,000 was recorded as prepaid consulting due to the non-forfeitable nature of the shares issued. During the year ended December 31, 2017, the Company amortized approximately $555,000 of such prepaid amount to consulting fees in the accompanying consolidated statement of operations. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.
As of December 31, 2017, the Company had outstanding warrants to purchase 230,775 shares of the Company’s common stock. The exercise price of the warrants was $2.00 per share. All warrants are exercisable and expire on January 31, 2020.
During the six months ended June 30, 2018, the board of directors approved the issuance of 350,625 shares of common stock for services in the amount of approximately $1,551,158, net. The fair values of the shares issued was based on the market price of the Company’s common stock on the respective measurement dates.
During the six months ended June 30, 2018, 99,000 shares common stock were issued in connection with the exercise of warrants for approximately $198,000 in cash. At June 30, 2018 a total of 131,775 warrants remain outstanding.
During the six months ended June 30, 2018, 332,447 shares common stock were returned in connection with a previous issuance of stock for services due to the non performance of the vendor. The total value of the transaction in the amount of $990,692 was reversed with $103,197 reported as income in the statement of operations reducing general and administrative income since the vendor never performed and this amount represented the amount that was expensed in the prior period.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
9. Purchase of PrestoCorp
Effective August 1, 2017, the Company purchased 51% voting interest in PrestoCorp. The Company can issue PrestoCorp up to 1,027,169 shares of common stock valued at approximately $3,500,000 on the closing date of the transaction. In exchange, PrestoCorp issued 2,550 shares of its common stock to the Company. The purchase price includes an earn-out based on future performance of PrestoCorp if certain revenue and income milestones are achieved, which under ASC 805 are considered compensatory in nature and have been excluded from the purchase price allocation below.
The following summarizes the transaction with PrestoCorp at closing on August 1, 2017:
|
|
|
|
Cash
|
$
8,713
|
|
Prepaid Assets
|
8,565
|
|
Property & Equipment, Net
|
8,702
|
|
Intellectual Property
|
810,000
|
|
Goodwill
|
3,519,202
|
|
Total Assets
|
$
4,355,182
|
|
|
|
|
Accounts Payable & Accrued Expenses
|
(20,507)
|
|
Fair value of NCI
|
(1,996,000)
|
|
Due to – Related Parties
|
(5,473)
|
|
|
|
|
Net Purchase (fair value of common stock issued)
|
$
2,333,202
|
In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of acquired assets such as a business to consumer web portal and application, analyses of historical financial performance of the services and estimates of future performance of the products and intellectual properties acquired. The fair values of the identified intangible assets related to Intellectual Property and Goodwill and the Company has
preliminarily recorded the purchase price of the identified intangible assets and is amortizing such assets over their estimated useful lives ranging from 3-5 years.
The goodwill of $3,010,000 (net of impairment of $509,000) arising from the purchase of PrestoCorp is derived largely from the rapid expected growth of the Company, as well as synergies and economies of scale expected from combining the operations of the Company and PrestoCorp. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the non-controlling interest is based on the estimated fair value, net of discounts for lack of marketability and control. The establishment of the allocation to goodwill and identifiable intangible assets requires the extensive use of accounting estimates and management judgment. The fair values assigned to the assets acquired are based on estimates and assumptions from data currently available.
The following approximate unaudited supplemental pro forma information for the six months ended June 30, 2017 assumes the acquisition of PrestoCorp had occurred as of January 1, 2017 giving effect to purchase accounting adjustments such as amortization of intangible assets. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the assets of PrestoCorp been operating as part of the Company since January 1, 2017 and 2016.
|
|
|
June 30, 2017
|
|
Revenues
|
|
$
492,000
|
|
Expenses
|
|
(7,100,000)
|
|
Net Loss for the Period
|
|
$
(6,608,000)
|
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
11. Purchase of PrestoCorp
- continued
The following table sets forth the components of identified intangible assets associated with the acquisition.
|
|
Fair Value at Acquisition
|
|
Technology: Website & App
|
$
520,000
|
|
Marketing related
|
260,000
|
|
Customer base
|
30,000
|
|
|
$
810,000
|
Subsequent to acquisition, the Company realized an impairment expense related to the PrestoCorp intangible assets of approximately $472,000 due to the greater-than-expected impact from recreational cannabis legalization in CA and NV, as well as longer cycle times to open new markets.
10. Going Concern Considerations
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company has negative working capital, has incurred operating losses since inception, and has not yet produced significant continuing revenues from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.
The ability of the Company to continue as a going concern is dependent on its ability to raise adequate capital to fund operating losses until it is able to engage in profitable business operations. To the extent financing is not available, the Company may not be able to, or may be delayed in, developing its services and meeting its obligations. The Company will continue to evaluate its projected expenditures relative to its available cash and to evaluate additional means of financing in order to satisfy its working capital and other cash requirements. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
11. Commitments and Contingencies
Lease
The Company leases an office and warehouse facility in Mesquite, Nevada that serves as the principal executive offices and provides manufacturing and warehouse space. On March 1, 2017, a new lease agreement was signed at a monthly rate of $1,392. Lease term is for 12 (twelve) months with a renewal option available for an additional 12 (twelve) months. Rent expense for the six months ended June 30, 2018 and 2017 was approximately $8,300 and $7,000. PrestoCorp leases office space in San Francisco at $2,800 per month, $800 per month for a New York office, and pays $1,500 per month for office facilities in Las Vegas, NV.
Litigation
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes the outcomes of currently pending claims are not likely to have a material effect on our consolidated financial position and results of operations.
CANNABIS SATIVA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2018 and 2017
11. Commitments and Contingencies- continued
Stock Payable
As of June 30, 2018 and December 31, 2017 the Company recorded approximately $1,025,199 and $768,000, respectively, of stock payable related to common stock to be issued. The following summary approximates the activity of stock payable during the six months ended June 30, 2018:
|
Beginning Balance – January 1, 2018
|
$
767,603
|
|
Additions
|
1,449,882
|
|
Issuances
|
(1,192,286)
|
|
|
|
|
Ending Balance – June 30, 2018
|
$
1,025,199
|
In connection with the one year anniversary of PrestoCorp acquisition, included in stock payable is approximately $541,000 due to PrestoCorp as per their original purchase agreement which stated that “"In the event that the 30-day average price per share of the CBDS common stock is less than the Closing Price Per Share on the first anniversary of Closing, CBDS shall promptly issue to the Sellers contingent value right shares equal to the difference between Closing Price Per Share and the 30-day average price per share of CBDS common stock immediately prior to such date, multiplied by the number of Initial Shares.” The Company has accrued approximately $541,000 as of June 30, 2018 for this liability to the sellers. The value of these shares has been expensed as compensation during the three months ended June 30, 2018.
Indemnities
The Company’s Articles of Incorporation and bylaws require us, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by us. We also indemnify our lessor in connection with our facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets.
12. Subsequent Events
In July 2018, the Company issued 143,429 shares of common stock to consultants and officers for services rendered during the six months ended June 30, 2018 as part of the agreement noted below.
On July 15, 2018 the original agreement with iBudtender was amended. The following items were amended: 50,000 shares of common stock due to iBudtender from the Company were cancelled, iBudtender is to return 70,000 shares of common stock previously given to them by the Company and maturity of prior loan given to iBudtender in the amount of $105,000 will be extended one (1) year to August 2019 with interest payable at 5%. With completion of various milestones of various work product the Company will issue to shares to Chris Cope as consultant, with 25,000 shares issued at signing of the amended agreement.
We have evaluated subsequent events through the filing of this Form 10-Q and determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosures in the notes thereto, other than as disclosed above.
18