Quarterly Report (10-q)

Date : 08/14/2019 @ 9:13PM
Source : Edgar (US Regulatory)
Stock : Veritas Farms Inc. (VFRM)
Quote : 1.5975  -0.0525 (-3.18%) @ 4:04PM

Quarterly Report (10-q)

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

PERIODLY REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 FOR THE PERIODLY PERIOD ENDED JUNE 30, 2019

 

Commission file number: 333-191251

 

Veritas Farms, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   90-1254190
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

1512 E. Broward Blvd., Suite 300, Fort Lauderdale, FL 33301

(Address of Principal Executive Offices)

 

(561) 288-6603

(Registrant’s telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller reporting company ☒
  Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

  

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of August 13, 2019 was 142,575,666 shares.

 

 

  

 

 

   

TABLE OF CONTENTS

 

      Page
       
PART I – FINANCIAL INFORMATION   1
       
Item 1. Financial Statements.   1
       
  Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 (unaudited)   1
       
  Consolidated Statements of Operations for the three months ended June 30, 2019 and 2018 (unaudited)   3
       
  Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2019 and 2018 (unaudited)   4
       
  Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited)   5
       
  Notes to Consolidated Financial Statements (unaudited)   6
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.   20
       
Item 3. Quantitative Disclosures About Market Risk.   24
       
Item 4. Controls and Procedures.   24
       
PART II - OTHER INFORMATION   25
       
Item 1. Legal Proceedings.   25
       
Item 1A. Risk Factors.   25
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   25
       
Item 3. Defaults Upon Senior Securities.   25
       
Item 4. Mine Safety Disclosures.   25
       
Item 5. Other information.   25
       
Item 6. Exhibits.   25
       
SIGNATURES   26

  

i

 

  

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

    

Veritas Farms, Inc. and Subsidiary

Consolidated Balance Sheets

(Unaudited)

 

 

    June 30,     December 31,  
    2019     2018  
ASSETS            
CURRENT ASSETS            
Cash and Cash Equivalents   $ 3,261,372     $ 164,086  
Inventories     3,216,671       2,508,954  
Accounts Receivable     1,392,127       244,150  
Prepaid Expenses     35,627       116,403  
                 
Total Current Assets   $ 7,905,797     $ 3,033,593  
                 
PROPERTY PLANT AND EQUIPMENT, net of accumulated depreciation of $759,398 and $580,232, respectively   $ 4,441,294     $ 3,932,459  
                 
Right of Use Assets     174,648       -  
Deposits     58,034       48,034  
                 
TOTAL ASSETS   $ 12,579,773     $ 7,014,086  

 

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

 

1

 

 

    June 30,     December 31,  
    2019     2018  
LIABILITIES AND STOCKHOLDERS’ EQUITY            
CURRENT LIABILITIES            
Accounts Payable   $ 572,330     $ 189,431  
Accrued Expenses     183,803       165,677  
Accrued Interest - Related Parties     18,828       17,949  
Notes Payable - Related Parties     -       262,924  
Deferred Rent     7,045       7,045  
Deferred Revenue     2,268       45,018  
Current Portion of Right of Use Lease Liability     73,467       -  
Current Portion of Long Term Debt     129,801       50,432  
Total Current Liabilities   $ 987,542     $ 738,476  
                 
LONG-TERM LIABILITIES                
Long-term Debt, net of current portion   $ 91,744     $ 196,261  
Right of Use Lease Liability, net of current portion     92,846       -  
Total Liabilities   $ 1,172,132     $ 934,737  
                 
STOCKHOLDERS’ EQUITY                
Common Stock, $0.001 par value, 200,000,000 shares authorized, 139,375,666 and 111,504,833 shares issued and outstanding at June 30, 2019 and December 31, 2018 respectively   $ 139,377     $ 111,505  
Additional Paid in Capital     22,355,203       13,894,844  
Accumulated Deficit     (11,086,939 )     (7,927,000 )
Total Stockholders’ Equity   $ 11,407,641     $ 6,079,349  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 12,579,773     $ 7,014,086  

 

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

 

2

 

 

Veritas Farms, Inc. and Subsidiary

Consolidated Statements of Operations

(Unaudited)

 

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2019     2018     2019     2018  
                         
Sales   $ 2,971,345     $ 487,169     $ 4,496,275     $ 818,585  
                                 
Cost of sales     1,447,932       317,695       2,268,041       515,698  
Plant Inventory Write-off     -       -       77,387       -  
Total Cost of sales     1,447,932       317,695       2,345,428       515,698  
                                 
Gross profit   $ 1,523,413     $ 169,474     $ 2,150,847     $ 302,887  
                                 
Operating Expenses                                
Selling, General and Administrative   $ 2,848,438     $ 493,295     $ 5,295,892     $ 994,240  
Total Operating Expenses   $ 2,848,438     $ 493,295     $ 5,295,892     $ 994,240  
Operating loss   $ (1,325,025 )   $ (323,821 )   $ (3,145,045 )   $ (691,353 )
                                 
Other Expenses (Income)                                
Other Income   $ -     $ -     $ -     $ (23,927 )
Interest Expense - Related Party     3,433       1,059       5,714       7,446  
Interest Expense - Other     4,557       3,254       9,180       6,557  
Total Other Expenses (Income)   $ 7,990     $ 4,313     $ 14,894     $ (9,924 )
                                 
Loss before Provision for Income Taxes   $ (1,333,015 )   $ (328,134 )   $ (3,159,939 )   $ (681,429 )
                                 
Income Tax Provision     -       -       -       -  
                                 
NET LOSS   $ (1,333,015 )   $ (328,134 )   $ (3,159,939 )   $ (681,429 )
                                 
Net Loss per Share   $ (0.01 )   $ (0.01 )   $ (0.03 )   $ (0.01 )
                                 
Weighted Average Shares Outstanding     122,163,669       62,108,573       117,148,096       62,108,573  

 

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

 

3

 

 

Veritas Farms, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

 

    Common Stock     Additional
Paid in
    Subscription     Accumulated        
    Shares     Amount     Capital     Receivable     Deficit     Total  
Balance, December 31, 2017     59,895,000     $ 59,895     $ 7,139,409     $ -     $ (4,091,017 )   $ 3,108,287  
                                                 
Issuance of Common Stock for Cash     224,000       224       81,826       -       -       82,050  
                                                 
Issuance of Common Stock for Services     50,000       50       20,450       -       -       20,500  
                                                 
Stock-based Compensation     -       -       50,564       -       -       50,564  
                                                 
Net Loss     -       -       -       -       (353,295 )     (353,295 )
                                                 
Balance, March 31, 2018     60,169,000     $ 60,169     $ 7,292,249     $ -     $ (4,444,312 )   $ 2,908,106  
                                                 
Issuance of Common Stock for Cash     16,031,096       16,031       1,399,296       -       -       1,415,327  
                                                 
Stock-based Compensation     -       -       50,564       -       -       50,564  
                                                 
Subscription Receivable                     -       (797,934 )             (797,934 )
                                                 
Net Loss     -       -       -       -       (328,134 )     (328,134 )
                                                 
Balance, June 30, 2018     76,200,096     $ 76,200     $ 8,742,109     $ (797,934 )   $ (4,772,446 )   $ 3,247,929  
                                                 
                                                 
                                                 
Balance, December 31, 2018     111,504,833     $ 111,505     $ 13,894,844       -     $ (7,927,000 )   $ 6,079,349  
                                                 
Warrants Excercised     766,666       767       114,233       -       -       115,000  
                                                 
Stock-based Compensation     -       -       661,302       -       -       661,302  
                                                 
Net Loss     -       -       -       -       (1,826,924 )     (1,826,924 )
                                                 
Balance, March 31, 2019     112,271,499     $ 112,272     $ 14,670,379     $ -     $ (9,753,924 )   $ 5,028,727  
                                                 
Warrants Excercised     9,304,167       9,304       1,386,321       -       -       1,395,625  
                                                 
Issuance of Common Stock for Services     62,500       63       16,812       -       -       16,875  
                                                 
Issuance of Common Stock for Cash     17,737,500       17,738       6,105,196       -       -       6,122,934  
                                                 
Stock-based Compensation     -       -       176,495       -       -       176,495  
                                                 
Net Loss     -       -       -       -       (1,333,015 )     (1,333,015 )
                                                 
Balance, June 30, 2019     139,375,666     $ 139,377     $ 22,355,203     $ -     $ (11,086,939 )   $ 11,407,641  

  

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

 

4

 

 

Veritas Farms, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

 

 

    Six Months Ended
June 30,
 
    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net Loss   $ (3,159,939 )   $ (681,429 )
Adjustments to Reconcile Net Loss to Net Cash Used Operating Activities                
Depreciation     179,166       126,728  
Amortization of Right of Use Assets     40,304       -  
Stock-based Compensation     854,672       121,578  
Changes in Operating Assets and Liabilities                
Inventories     (707,717 )     (202,869 )
Prepaid Expenses     80,776       23,448  
Accounts Receivable     (1,147,977 )     (100,933 )
Deposits     (10,000 )     (25,034 )
Deferred Revenue     (42,750 )     -  
Accrued Interest - Related Parties     879       3,798  
Right of Use Lease Liability     (48,639 )     -  
Accrued Expenses     18,126       61,823  
Accounts Payable     382,899       (56,885 )
NET CASH USED IN OPERATING ACTIVITIES     (3,560,200 )     (729,775 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of Property and Equipment   $ (688,001 )   $ -  
NET CASH USED IN INVESTING ACTIVITIES     (688,001 )     -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Payments of Long-term Debt   $ (25,148 )   $ (7,485 )
Repayment of Notes Payable - Related Parties     (262,924 )     -  
Proceeds from Stock Warrants Exercised     1,510,625       -  
Proceeds from Note Payable Stockholders     -       19,244  
Proceeds from Issuance of Common Stock     6,122,934       699,493  
NET CASH PROVIDED BY FINANCING ACTIVITIES     7,345,487       711,252  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     3,097,286       (18,523 )
CASH AND CASH EQUIVALENTS - Beginning of Period     164,086       27,803  
CASH AND CASH EQUIVALENTS - End of Period   $ 3,261,372     $ 9,280  
                 
Supplemental Disclosure of Cash Flow Information:                
Cash Paid for Interest   $ 7,724     $ 13,347  
Cash Paid for Income Taxes   $ -     $ -  
Non-Cash Financing Activities                
Operating Lease Right of Use Asset Obtained in Exchange for Lease Obligations   $ 214,952     $ -  

 

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

 

5

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Veritas Farms, Inc. (Formerly Known As SanSal Wellness Holdings Inc.) (the “Company”), was incorporated as Armeau Brands Inc. in the State of Nevada on March 15, 2011. On October 13, 2017, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.” The Company’s business objectives are to produce natural rich-hemp products, using strict natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. The Company is licensed by the Colorado Department of Agriculture to grow industrial hemp pursuant to Federal law on its farm.

 

Effective September 27, 2017, the Company acquired 100% of the issued and outstanding limited liability company membership interests of 271 Lake Davis Holdings LLC dba SanSal Wellness (“271 Lake Davis”) in exchange for 46,800,000 (7,800,000 pre-split) restricted shares of the Company’s common stock, which represented 100% of 271 Lake Davis’s total membership interests outstanding immediately following the closing of the transaction. The transaction has been accounted for as a reverse merger, whereby 271 Lake Davis is the accounting survivor and the historical financial statements presented are those of 271 Lake Davis.

 

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2019, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2018, filed with the SEC on April 16, 2019.

 

Principles of Consolidation

The accompanying consolidated financial statements reflect the accounts of Veritas Farms, Inc. and 271 Lake Davis Holdings and its wholly owned subsidiary, SanSal, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates.

 

6

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value Measurement

The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 – quoted prices in active markets for identical assets or liabilities

 

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

 

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At times, cash and cash equivalents may be in excess of FDIC insurance limits.

 

7

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows. Under the new standard, the Company recognizes a sale as follows:

 

Hemp Cultivation and Production

The Company recognizes revenue from manufacturing and distribution product sales when our customers obtain control of our products. Revenue from our online store is recorded at the time customers take possession of the product. Revenue is recognized net of discounts, promotional adjustments and returns. We collect taxes on certain revenue transactions to be remitted to governmental authorities, which may include sales, excise and local taxes. These taxes are not included in the transaction price and are, therefore, excluded from revenue. Upon purchase, the Company has no further performance obligations and collection is assured as sales are paid for at time of purchase.

 

Revenue related to distribution customers is recorded when the customer is determined to have taken control of the product. This determination is based on the customer specific terms of the arrangement and gives consideration to factors including, but not limited to, whether the customer has an unconditional obligation to pay, whether a time period or event is specified in the arrangement and whether the Company can mandate the return or transfer of the products. Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities with collected taxes recorded as current liabilities until remitted to the relevant government authority.

 

Cost of Goods Sold

 

Hemp Cultivation and Production

Cost of goods sold includes the costs directly attributable to production of inventory such as cultivation costs, extraction costs, packaging costs, security, and allocated overhead. Overhead expenses include allocations of rent, administrative salaries, utilities, and related costs.

 

Inventories

Inventories consist of growing and processed plants and oils and are valued at the lower of cost or net realizable value. In evaluating whether inventories are stated at lower of cost or net realizable value, management considers such factors as inventories in hand, estimated time to sell such inventories and current market conditions. Write-offs for inventory obsolescence are recorded when, in the opinion of management, the value of specific inventory items has been impaired.

 

8

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property, Plant and Equipment

Purchase of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the Consolidated Statements of Operations . Depreciation is provided over the estimated economic useful lives of each class of assets and is computed using the straight-line method.

 

Impairment of Long-Lived Assets

The carrying value of long-lived assets are reviewed when facts and circumstances suggest that the assets may be impaired or that the amortization period may need to be changed. The Company considers internal and external factors relating to each asset, including cash flows, local market developments, industry trends and other publicly available information. If these factors and the projected undiscounted cash flows of the Company over the remaining amortization period indicate that the asset will not be recoverable, the carrying value will be adjusted to the fair market value. The Company has determined that no impairment exists at June 30, 2019 and December 31, 2018.

 

Compensation and Benefits

The Company records compensation and benefits expense for all cash and deferred compensation, benefits, and related taxes as earned by its employees. Compensation and benefits expense also includes compensation earned by temporary employees and contractors who perform similar services to those performed by the Company’s employees.

 

Stock-Based Compensation

The Company accounts for share-based payments in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, “Measurement Objective – Fair Value at Grant Date,” the Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share- based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders.

 

The simplified method is used to determine compensation expense since historical option exercise experience is limited relative to the number of options issued. The compensation cost is recognized ratably using the straight-line method over the expected vesting period.

 

The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and is recognized as expense over the service period.

 

9

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes.  Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

In accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes, management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more-likely than-not be sustained upon examination by taxing authorities. The Company has analyzed tax positions taken for filings with the Internal Revenue Service and all tax jurisdictions where it operates. The Company believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves, or related accruals for interest and penalties for uncertain income tax positions at June 30, 2019 and December 31, 2018.

 

Leases

The Company has one leased buildings in Fort Lauderdale, Florida that is classified as operating lease right-of use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement. Operating lease expense is recognized on a straight-line basis over the lease term and is included in cost of Selling, General and Administrative expenses.

 

10

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Leases (Continued)

The standard was effective for us beginning January 1, 2019. The Company elected the available practical expedients on adoption. The adoption had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Finance leases are not material to the Company and were not impacted by the adoption of ASC 842, as finance lease liabilities and the corresponding assets were already recorded in the balance sheet under the previous guidance, ASC 840.

 

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The consolidated financial statements shall include disclosures of related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Subsequent Events

The Company has evaluated subsequent events through the date which the financial statements were available to be issued.

 

11

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 2: INVENTORIES

 

Inventory consists of:

 

    June 30,     December 31,  
    2019     2018  
Inventory            
Work In Progress   $ 2,706,419     $ 2,241,554  
Finished Goods     136,167       72,604  
Other     374,085       194,796  
                 
Inventory   $ 3,216,671     $ 2,508,954  

 

During the periods ending June 30, 2019 and December 31, 2018 the Company realized a loss from destruction of plants in the amounts of $77,387 and $0, respectively.

 

NOTE 3: PROPERTY AND EQUIPMENT

 

        June 30,     December 31,  
    Life   2019     2018  
PROPERTY AND EQUIPMENT                
Land and Land Improvements   -   $ 398,126       398,126  
Building and Improvements   39     1,510,175       1,465,245  
Greenhouse   39     693,987       693,987  
Fencing and Irrigation   15     203,793       203,793  
Machinery and Equipment   7     2,104,441       1,475,644  
Furniture and Fixtures   7     236,344       224,682  
Computer Equipment   5     22,665       20,053  
Vehicles   5     31,161       31,161  
        $ 5,200,692     $ 4,512,691  
Less Accumulated Depreciation         (759,398 )     (580,232 )
Property and Equipment       $ 4,441,294       3,932,459  

 

Total depreciation expense was $95,168 and $63,463 for the three month period and $179,166 and $126,728 for the six month periods ending June 30, 2019 and 2018, respectively.

 

12

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 4: LONG-TERM DEBT

 

Long-term debt consisted of the following:

 

    June 30,     December 31,  
    2019     2018  
             
Note Payable which requires monthly payments of $1,618 including interest at 6.00% per annum until February 1, 2020 when the balance is due in full. The note is secured by specific assets of the Company.   $ 93,103     $ 99,902  
                 
Note Payable which requires monthly payments of $3,690 including interest at 5.16% per annum until December 1, 2022 when the balance is due in full. The note is secured by specific assets of the Company.     128,442       146,791  
                 
      221,545       246,693  
Less Current Portion     (129,801 )     (50,432 )
Long-Term Debt - net of current portion   $ 91,744     $ 196,261  

 

Future principal payments for the next 5 years are as follows for the years ended December 31:

 

2019   $ 22,372  
2020     125,777  
2020     36,698  
2021     36,698  
Thereafter     -  
    $ 221,545  

 

13

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 5: STOCK-BASED COMPENSATION

 

The Company approved their 2017 Incentive Stock Plan on September 27, 2017 (the “Incentive Plan”) which authorizes the Company to grant or issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards up to a total of 45 million shares. Under the terms of the Incentive Plan, awards may be granted to our employees, directors or consultants. Awards issued under the Incentive Plan vest as determined by the Board of Directors or any of the Committees appointed under the Incentive Plan at the time of grant.

 

The Company’s outstanding stock options have a 10-year term. Outstanding non-qualified stock options granted to employees and a consultant vest on a case by case basis. Outstanding incentive stock options issued to employees vest over a three-year period. The incentive stock options granted vest based solely upon continued employment (“time-based”). The Company’s time-based share awards that vest in their entirety at the end of three-year periods, time-based share awards where 33.3% of the award vests on each of the three anniversary dates. Outstanding incentive stock options issued to executives vest partially upon grant date, with the residual vesting over the subsequent 6 or 12 months.

 

    Three Months Ended     Six Months Ended  
    June 30:     June 30:  
    2019     2018     2019     2018  
Non-Qualified Stock Options - Immediate   $ -     $ 50,564     $ -     $ 101,128  
Incentive Stock Options - Time Bases     176,494       -       837,796       -  
Total Stock-based Compensation Expense   $ 176,494     $ 50,564     $ 837,796     $ 101,128  

 

Stock option activity was as follows in the periods ended June 30, 2019 and December 31, 2018:

 

    Stock Options     Weighted-
Average
Exercise
    Weighted-
Average
Remaining
 
Outstanding at December 31, 2018     9,100,000     $ 0.26       9.30  
Granted     1,100,000     $ 0.71       9.77  
Exercised     -                  
Forfeited/Canceled     -                  
Outstanding at Jun 30, 2019     10,200,000     $ 0.31       8.96  
                         
Vested at June 30, 2019     7,033,333     $ 0.31       8.83  
Exercisable at June 30, 2019     7,033,333     $ 0.31       8.83  

 

14

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 5: STOCK-BASED COMPENSATION (CONTINUED)

 

The Company estimated the fair value of each stock option on the date of grant using the Black Scholes valuation model with the following assumptions:

 

Valuation Assumptions    
Risk-free interest rate   2.14% – 2.94%
Expected dividend yield   0%
Expected stock price volatility   105% to 180%
Expected life of stock options (in years)   10

 

NOTE 6: LEASES

 

We adopted ASC 842 using the modified retrospective approach, electing the practical expedient that allows us not to restate our comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption.

 

The Company recognized the following related to leases in its Unaudited Consolidated Balance Sheet:

 

    June 30,     December 31,  
    2019     2018  
Right of Use Lease Liabilities            
Current portion   $ 73,467     $          -  
Long-term portion     92,846       -  
    $ 166,313     $ -  

 

On January 15, 2017, the Company entered an agreement with Pueblo, CO Board of Water Works to lease water for the Company’s cultivation process. The agreement went into effect as of November 1, 2016 with a term of 10 years expiring on October 31, 2026, with an option to extend the lease upon expiration for 10 additional years. This agreement replaced previously entered agreements with Pueblo, CO Board of Water Works. The lease requires annual non-refundable minimum service fees of $15,000 and a usage charge of $1,063 per acre for 30 acres. The minimum service fees and usage charges are subject to escalators for each year based upon percentage increases of Pueblo, CO Board of Water Works rates from the previous calendar year. Total water lease expense was $8,159 and $11,724 for the three month periods and $16,317 and $23,448 for the six month periods ended June 30, 2019 and 2018, respectively.

 

15

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 6: LEASES (CONTINUED)

 

On June 22, 2018, the Company entered into a sublease agreement with ESDA Inc., a Florida Corporation.  The Agreement went into effect as of July 1, 2018 with a term of three years expiring August 31, 2021. The lease contains annual escalators and charges Florida sales tax.  Total depreciation expense related to the lease was $20,152 and $40,304 for the three and six months ended June 30, 2019. Prior to 2019 the lease was treated as an operating lease and right of use asset guidance was not applicable.

 

As of June 30, 2019 and December 31, 2018, operating leases have no minimum rental commitments.

 

NOTE 7: COMMON STOCK

 

In 2018 the Company issued 50,384,833 shares of common stock for proceeds of $5,532,852, net of $409,495 issuance costs, and 1,225,000 shares of common stock for marketing services valued at $388,000.

 

In 2019, 10,070,833 stock warrants were exercised for $1,510,625.

 

In 2019 the Company issued 17,737,500 shares of common stock for proceeds of $7,095,000, net of $972,066 issuance costs, and 62,500 shares of common stock for marketing services valued at $16,875.

 

16

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 8: INCOME TAX

 

    Three Months Ended     Three Months Ended  
    June 30,
2019
    June 30,
2018
 
Federal Taxes (credits) at statutory rates   $ (300,000 )   $ (176,000 )
State and local taxes, net of Federal benefit     (80,000 )     (20,000 )
Change in valuation allowance     380,000       196,000  
    $ -     $ -  

 

    Six Months Ended     Six Months Ended  
    June 30,
2019
    June 30,
2018
 
Federal Taxes (credits) at statutory rates   $ (700,000 )   $ (300,000 )
State and local taxes, net of Federal benefit     (164,000 )     (36,000 )
Change in valuation allowance     864,000       336,000  
    $ -     $ -  

 

Components of deferred tax assets are as follows:

 

    June 30,     December 31,  
    2019     2018  
Deferred Tax Assets;            
Net Operating Loss Carryforwards   $ 1,965,000     $ 1,242,000  
Stock Compensation     493,000       273,000  
Accrued Related Party Expenses     20,000       5,000  
Total Deferred Tax Assets     2,478,000       1,520,000  
Valuation Allowance     (2,168,000 )     (1,304,000 )
                 
Total Deferred Tax Assets net of Valuation Allowance   $ 310,000     $ 216,000  
Depreciation and Amortization     300,000       200,000  
Prepaid Expense     10,000       16,000  
Total Deferred Tax Liabilities     310,000       216,000  
                 
Net Deferred Tax Assets   $ -     $ -  

 

The Company has approximately $8,480,000 net operating loss carryforwards that are available to reduce future taxable income. Those NOLs begin to expire in 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized.

 

17

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 8: INCOME TAX (CONTINUED)

 

The Company’s deferred tax liability associated with timing differences related to depreciation and amortization includes $69,000 of liability resulting from tax depreciation deducted in excess of GAAP depreciation prior to the Company becoming taxed as a C-Corporation.

 

The Company files income tax returns in the U.S. federal jurisdiction, and the state of Colorado.

 

The Company adopted the provisions of FASB ASC 740, A ccounting for Uncertainty in Income Taxes . Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company has no significant adjustments as a result of the implementation of FASB ASC 740.

 

NOTE 9: CONCENTRATIONS

 

The Company had two customers in the six months ended June 30, 2019 accounting for 25% and 13% of sales. For the six months ended June 30, 2018, two customers accounted for 45% and 15% of sales.

 

The Company had two customers in the three months ended June 30, 2019 accounting for 38% and 12% of sales. For the three months ended June 30, 2018, two customers accounted for 37% and 12% of sales.

 

The Company had three customers at June 30, 2019 accounting for 30%, 25%, and 15% of accounts receivable. At December 31, 2018, the Company had two customers accounting for 30% ad 24% of accounts receivable.

 

NOTE 10: GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has sustained substantial losses from operations since its inception. As of and for the period ended June 30, 2019, the Company had an accumulated deficit of $11,071,939, and a net loss of $3,144,939. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success.

 

The Company’s rebranded line of hemp oil and extract product allowed market penetration into large retail chains vastly increasing brand exposure and awareness. The initial rollouts have been successful creating opportunities for thousands of new retail outlets across the country. The shift from smaller order fulfillment to larger “big box store” orders creates an economy of scale and increased profitability.

 

18

 

 

Veritas Farms, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

 

 

NOTE 10: GOING CONCERN (CONTINUED)

 

Currently, the Company incorporates an aggressive marketing plan to compete in the Cannabinoid industry. To become market leaders in the market, the Company will use three primary departments to market its products including: web-based marketing, traditional marketing, and medical marketing departments.

 

NOTE 11: RELATED PARTY

 

The Company incurred $37,500 and $62,020 of related party legal expenses during the three month periods ended June 30, 2019 and 2018, and $75,000 and $101,220 of related party legal expenses during the six month periods ended June 30, 2019 and 2018, respectively.

 

The Company entered into various note payables with stockholders of the company between June 2017 and March 2019. The notes bear interest between 2.00% and 3.00% per annum. Principal and interest are payable in one installment due June 30, 2019. The principal balance due on these notes was $0 and $262,924 as of June 30, 2019 and December 31, 2018. Interest accrued was $18,828 and $17,949 as of June 30, 2019 and December 31, 2018, respectively.

 

The Company issued stock incentives to various directors and employees. Refer to Note 5 for additional details.

 

NOTE 12: SUBSEQUENT EVENTS

 

In July 2019, the Company issued 3,200,000 shares of common stock for proceeds of $1,280,000 net of $166,400 in issuance costs.

 

19

 

     

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Unless the context otherwise requires, references in this report to “ the Company ,” “ Veritas Farms ,” “ we ,” “ us “ and “ our “ refer to Veritas Farms, Inc. and its subsidiary.

 

Forward-Looking Statements

 

Certain statements made in this report are “ forward-looking statements “ regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

Business Overview

 

Veritas Farms is an entirely vertically integrated agribusiness focused on producing, marketing, and distributing highest purity full spectrum hemp products containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140-acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants containing naturally occurring phytocannabinoids which yield a potential minimum annual harvest of over 200,000 pounds of outdoor-grown industrial hemp. While part of the cannabis family, hemp, which contains less than 0.3% tetrahydrocannabinol (“ THC ”), the psychoactive compound that produces the “ high ” in marijuana, is distinguished from marijuana by its use, physical appearance and lower THC concentration (marijuana generally has a THC level of 10% or more). The Company also operates approximately 15,000 sq. ft. of climate-controlled greenhouses in Pueblo, Colorado to produce a consistent supply of year-round indoor-cultivated hemp. In addition, there is a 10,000-sq. ft. onsite facility used for processing raw hemp, oil extraction, formulation laboratories, and quality/purity testing. That facility also houses our production, packaging and distribution operations. Veritas Farms is registered with the Colorado Department of Agriculture to grow industrial hemp and with the Colorado Department of Public Health and Environment to process hemp and manufacture hemp products in accordance with Colorado’s hemp program.

 

Veritas Farms meticulously processes its hemp crop to produce superior quality whole-plant hemp oil, extracts and derivatives which contain the entire broad spectrum of cannabinoids extracted from the flowers and leaves of hemp plants. Whole-plant hemp oil is known to provide the essential phytocannabinoid “ entourage effect ” resulting from the synergistic absorption of the entire broad spectrum of unique hemp cannabinoids by the receptors of the human endocannabinoid system. As a result, Veritas Farms believes that its products are premier quality cannabinoids and are highly sought after by consumers and manufacturers of premium hemp products.

 

Veritas Farms has developed a wide variety of formulated hemp products containing naturally occurring phytocannabinoids which are marketed and distributed by the Company under its Veritas Farms™ brand name. Our products are also available in bulk, white label and private label custom formulations for distributors and retailers. These types of products are in high demand by health food markets, wellness centers, physicians and other healthcare practitioners.

    

Veritas Farms™ products (20+ SKUs) include vegan capsules, gummies, tinctures, lotions, salves, vape oils and oral syringes. All product applications come in various flavors and strength formulations, in addition to bulk. Many of the Company’s whole-plant hemp oil products and formulations are available for purchase online directly from the Company through its Veritas Farms™ website, as well as through numerous other online retailers and “ brick and mortar “ retail outlets.

 

Corporate Information

 

The Company was incorporated in the state of Nevada on March 15, 2011 under the name “ Armeau Brands Inc. “ and changed its name to “ SanSal Wellness Holdings, Inc. “ effective November 7, 2017. Effective as of February 5, 2019, the Company changed its name from “ SanSal Wellness Holdings, Inc. “ to “ Veritas Farms, Inc.

 

Our executive offices are located at 1512 E. Broward Boulevard, Suite 300, Fort Lauderdale, FL 33301 and our telephone number is (561) 288-6603. Our corporate websites are www.theveritasfarms.com and www.sansalwellness.com . Information appearing on our websites is not part of this report. 

 

20

 

   

Results of Operations

 

Three months ended June 30, 2019 compared to three months ended June 30, 2018

 

Revenues. We had net sales for the three months ended June 30, 2019 of $2,971,345, as compared to $487,169 for the three months ended June 30, 2018, giving effect to the ramp up of commercial production and sale of newly branded Veritas Farms™ hemp extract products, and significant expansion of retail distribution in the 2019 quarter from the 2018 quarter as a result of increased sales and marketing efforts. Sales include bulk oils for wholesale, vegan capsules, tinctures, lotions, salves, vape oils, and oral syringes, all in various potency levels and flavors. We co-package in addition to marketing our own Veritas Farms™ brand product line. We anticipate the trend of increasing sales to continue through the balance of 2019.

 

Cost of Sales: All expenses incurred to grow, process, and package the finished goods are included in our cost of sales. Cost of sales increased to $1,447,932 for the three months ended June 30, 2019, from $317,695 for the comparable quarter in 2018, as a result of increased sales in the 2019 quarter. We had gross profit of $1,523,413 for the three months ended June 30, 2019, as compared to gross profit of $169,474 for the three months ended June 30, 2018.

 

Expenses. Selling, general and administrative expenses increased to $2,848,438 for the three months ended June 30, 2019, from $493,295 for the three months ended June 30, 2018, reflecting the expansion of operations as a result of the increased availability of capital during the 2019 quarter. General and administrative expenses consist primarily of administrative personnel costs, facilities expenses, professional fee expenses and marketing costs for our Veritas Farms™ brand products.

 

Interest expense for the three months ended June 30, 2019 was $7,990, $3,433 of which was attributable to loans from a principal shareholder, as compared to $4,313 for the three months ended June 30, 2018, $1,059 of which was attributable to loans from a principal shareholder.

 

As a result of the increase in operating, marketing and public company expenses incurred during the three months ended June 30, 2019, net loss for the three months ended June 30, 2019, increased to $1,333,015 or $0.01 per share based on 122,163,669 weighted average shares outstanding, from $328,134 or $0.01 per share for the three months ended June 30, 2018, based on 62,108.573 weighted average shares outstanding.

 

Six months ended June 30, 2019 compared to six months ended June 30, 2018

 

Revenues. We had net sales for the six months ended June 30, 2019 of $4,496,275, as compared to $818,585 for the six months ended June 30, 2018, giving effect to the ramp up of commercial production and sale of newly branded Veritas Farms™ hemp extract products, and significant expansion of retail distribution in the 2019 period from the 2018 period as a result of increased sales and marketing efforts. Sales include bulk oils for wholesale, vegan capsules, tinctures, lotions, salves, vape oils, and oral syringes, all in various potency levels and flavors. We co-package in addition to marketing our own Veritas Farms™ brand product line. We anticipate the trend of increasing sales to continue through the balance of 2019.

 

Cost of Sales: All expenses incurred to grow, process, and package the finished goods are included in our cost of sales. Cost of sales increased to $2,268,041 for the six months ended June 30, 2019, from $515,698 for the comparable period in 2018, as a result of increased sales in the 2019 period and a plant write off of $77,387 during the six months ended June 30, 2019. We had gross profit of $2,150,847 for the six months ended June 30, 2019, as compared to gross profit of $302,887 for the six months ended June 30, 2018.

 

Expenses. Selling, general and administrative expenses increased to $5,295,892 for the six months ended June 30, 2019, from $994,240 for the six months ended June 30, 2018, reflecting the expansion of operations as a result of the increased availability of capital during the 2019 period. General and administrative expenses consist primarily of administrative personnel costs, facilities expenses, professional fee expenses and marketing costs for our Veritas Farms™ brand products.

 

Interest expense for the six months ended June 30, 2019 was $14,894, $5,714 of which was attributable to loans from a principal shareholder, as compared to $14,003 for the six months ended June 30, 2018, $7,446 of which was attributable to loans from a principal shareholder. Other expenses during the six months ended June 30, 2018, period were offset by other income of $23,927 earned during the 2018 period.

 

As a result of the increase in operating, marketing and public company expenses incurred during the six months ended June 30, 2019, net loss for the six months ended June 30, 2019, increased to $3,159,939 or $0.03 per share based on 117,148,096 weighted average shares outstanding, from $681,429 or $0.01 per share for the six months ended June 30, 2018, based on 62,108.573 weighted average shares outstanding.

  

21

 

 

Liquidity and Capital Resources

 

As of June 30, 2019, total assets were $12,579,773, as compared to $7,014,086 at December 31, 2018. Assets primarily increased due to significant increases in cash, accounts receivable and inventories.

 

Total current liabilities as of June 30, 2019 were $987,542, as compared to $738,476 at December 31, 2018. The increase was due in large part to increases in accounts payable, accrued expenses , current portion of right of use lease liability and current portion of long term debt, offset in part by the satisfaction of a $262,924 note receivable to a principal shareholder.

 

Net cash used in operating activities increased to $3,560,200 for the six months ended June 30, 2019, from $729,775 for the 2018 period. Results of operations, offset by increases in stock-based compensation and accounts payable comprised most of the change.

 

Net cash used in investing activities was $688,001 for the six months ended June 30, 2019 as compared to $-0- for the six months ended June 30, 2018, reflecting an increase in cash used for the purchase of property and equipment in the 2019 period.

 

Net cash provided by financing activities was $7,345,487 for six months ended June 30, 2019, primarily attributable to the proceeds from the exercises of outstanding warrants and an additional private offering undertaken during the 2019 period as described below. This compares to net cash provided by financing activities of $711,252 for the six months ended.

 

Our primary sources of capital to develop and implement our business plan have been the proceeds from private offerings of our equity securities, capital contributions made by members prior to completion of the September 2017 acquisition of 271 Lake Davis Holdings, LLC by the Company and loans from shareholders, including Erduis Sanabria, our Executive Vice President and a director. The shareholder loans which were evidenced by promissory notes issued to the lending shareholders, which accrued interest rates between 2% and 3% per annum which were paid in full by June 30, 2019

 

In June and July 2018, the Company completed a private offering (the “ Private Offering ”) of 29,250,000 Units (“ Units ”), at a price of $0.10 per Unit or total gross proceeds of $2,950,000. In addition, a $175,000 ninety (90) day convertible budge promissory note issued by the Company in May 2018 to a single accredited investor in a private transaction, converted in accordance with its terms into 2,191,096 Units at the first closing of the Private Offering.

 

Each Unit consisted of (a) one share of the Company’s common stock (“ Shares ”); and (b) one five-year common stock purchase warrant (“ Warrants ”). The Warrants entitle the holder thereof to purchase one Share at an exercise price of $0.15 during the five (5) year period following the closing of the subscriber’s investment. The exercise price and number of Shares issuable upon exercise of the Warrants are be subject to anti-dilution adjustment in the event of stock splits, stock dividends and similar recapitalization events.

 

In order to raise additional capital, the Company solicited the exercise of the Warrants issued in the Private Offering. As of the date of this report 31,791,666 of the Warrants have been exercised, resulting in proceeds to the Company, net of warrant solicitation fees of $238,438, of $4,530,312.

 

Moreover, in April 2019, Veritas Farms commenced an additional private offering of its equity securities to “ accredited investors ” pursuant to Rule 506(c) promulgated under the Securities Act of 1933, as amended.  The Company offered up to 25,000,000 “ restricted ” shares of its common stock on a “ best efforts ” (no minimum) basis at a price of $.40 per share, with the right to increase the maximum amount of the offering to 37,500,000 shares ($15,000,000). As of the date of this report, the Company has completed the additional private offering, in which it sold a total of 17,737,500 shares for total gross proceeds of $7,095,000, less offering expenses of $972,066, for net proceeds of $6,122,934.

 

The Company anticipates that additional financing, if and when required to fund the Company’s growth will be generated from subsequent public or private offerings of its equity and/or debt securities. The Company does not intend to accept any further loans from shareholders. While we believe additional financing will be available to us as needed, there can be no assurance that equity financing will be available on commercially reasonable terms or otherwise, when needed. Moreover, any such additional financing may dilute the interests of existing shareholders. The absence of additional financing, when needed, could substantially harm the Company, its business, results of operations and financial condition.

  

Critical Accounting Policies

 

Revenue Recognition

 

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). 

 

22

 

 

The new revenue standards became effective for the Company on January 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

 

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. 

 

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 

 

Property, Plant and Equipment

 

Purchase of property, plant and equipment are recorded at cost.  Improvements and replacements of property, plant and equipment are capitalized.  Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred.  When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the  Statements of Operations . Depreciation is provided over the estimated economic useful lives of each class of assets and is computed using the straight-line method.

 

Impairment of Long-Lived Assets 

 

The carrying value of long-lived assets are reviewed when facts and circumstances suggest that the assets may be impaired or that the amortization period may need to be changed. The Company considers internal and external factors relating to each asset, including cash flows, local market developments, industry trends and other publicly available information. If these factors and the projected undiscounted cash flows of the Company over the remaining amortization period indicate that the asset will not be recoverable, the carrying value will be adjusted to the fair market value.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment and the useful lives of intangible assets.

 

Income Taxes

 

The Company was a limited liability company for income tax purposes until September 27, 2017, when the transaction discussed in “ Nature of Business “ under Note 1 to the Company’s consolidated financial statements included in Item 1 of this report, occurred. In lieu of corporate income taxes, the owners were taxed on their proportionate shares of the Company’s taxable income.  Accordingly, no liability for federal or state income taxes and no provision for federal or state income taxes have been included in the financial statements up to that date.

 

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

In accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes, management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. 

 

Effective September 27, 2017, the Company became taxed as a C-Corporation. Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more-likely than-not be sustained upon examination by taxing authorities.  The Company has analyzed tax positions taken for filings with the Internal Revenue Service and all tax jurisdictions where it operates.  The Company believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations or cash flows.  Accordingly, the Company has not recorded any reserves, or related accruals for interest and penalties for uncertain income tax positions at December 31, 2018 and 2017.

 

23

 

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3. Quantitative Disclosures About Market Risks.

 

As a “ smaller reporting company, “ we are not required to provide the information required by this Item.

 

 

Item 4. Controls and Procedures.

 

Management’s Report on Disclosure Controls and Procedures

 

Our Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “ Exchange Act ”), as amended, as of June 30, 2019, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the Securities and Exchange Commission (the “ SEC ”), including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of March 31, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level in that:

 

(a) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Our Chief Executive Officer and our Chief Financial Officer evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

(b) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Our Chief Executive Officer and our Chief Financial Officer evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

To address these material weaknesses, our Chief Executive Officer and our Chief Financial Officer performed additional analyses and other procedures to ensure that the consolidated financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented

 

Our Chief Executive Officer and our Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and they have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

24

 

   

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors.

 

As a “ smaller reporting company, “ we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the period from April 2019 through June 30, 2019, the Company issued 17,737,500 “ restricted ” shares in a private offering to “ accredited investors ” at a price of $0.40 per share. The offering generate gross proceeds of $7,095,000 to the Company.

 

WestPark Capital, Inc., a member of the Financial Industry Regulatory Authority, acted as the Company’s exclusive placement agent (the “ Placement Agent ”) for the private offering. The Placement Agent was paid (a) a commission equal to 10% of the aggregate offering price of Shares sold in the private offering; and (b) a non-accountable expense allowance equal to 3% of the aggregate offering price of shares sold in the private offering. In addition, the Placement Agent received a seven-year warrant to purchase a number of shares equal to 10% of the total shares sold in the private offering, with an exercise price of $0.40 per share. The Company has also paid the Placement Agent (a) a $20,0000 non-refundable retainer for agreeing to act as placement agent for the private offering; and (b) $2,500 for the Placement Agent’s legal fees.

 

The shares of our common stock issued were issued and sold in the private offering pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Rule 506(c) of Regulation D thereunder.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit
Number
  Description of Exhibit
     

31.1

Section 302 Chief Executive Officer Certification
     
31.2   Section 302 Chief Financial Officer Certification
     
32.1   Section 906 Chief Executive Officer Certification
     
32.2   Section 906 Chief Financial Officer Certification
     
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

25

 

   

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  VERITAS FARMS, INC.
   
Dated: August 14, 2019 By: /s/ Alexander M. Salgado
    Alexander M. Salgado, Chief Executive Officer
    (Principal Executive Officer)
     
Dated: August 14, 2019 By: /s/ Michael Pelletier
    Michael Pelletier, Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

26

 

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