The accompanying
notes are an integral part of these condensed consolidated financial statements
The accompanying
notes are an integral part of these condensed consolidated financial statements
NOTES TO THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2019 and 2018, and THE YEAR ENDED DECEMBER 31, 2018
(Unaudited)
Note 1.
Description of the Business
American
Cannabis Company, Inc. and its subsidiary Company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting
(“American Cannabis Consulting”), (collectively “the “Company”) are based in Denver, Colorado and
operate a fully integrated business model that features end-to-end solutions for businesses operating in the regulated cannabis
industry in states and countries where cannabis is regulated and/or has been decriminalized for medical use and/or legalized for
recreational use. The Company provides advisory and consulting services specific to this industry, designs industry specific products
and facilities, and manages a strategic group partnership that offers both exclusive and nonexclusive customer products commonly
used in the industry. American Cannabis Company, Inc. is a publicly listed company quoted on the OTC Pink Tier under the symbol
“AMMJ”.
Note 2.
Summary of Significant Accounting Policies
Basis
of Accounting
The
accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles
generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management,
the accompanying consolidated financial statements include normal recurring adjustments that are necessary for a fair presentation
of the results for the interim periods presented. These financial statements should be read in conjunction with our audited consolidated
financial statements and notes thereto for the fiscal year ended December 31, 2018 included in our Annual Report on Form 10-K.
The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of results to
be expected for the full fiscal year or any other periods.
The
preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires
management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and
related disclosures. Actual results may differ from these estimates.
Certain
balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format;
such reclassifications had no impact on the Company’s consolidated statements of operations or consolidated statements of
cash flows and had no material impact on the Company’s consolidated balance sheets.
Use
of Estimates in Financial Reporting
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amount of assets and liabilities, and disclosures of contingent assets and liabilities, as of the date of the financial statements
during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically,
and the effects of revisions are reflected in the financial statements in the period in which they are deemed to be necessary.
Significant estimates made in the accompanying financial statements include but are not limited to following those related to
revenue recognition, allowance for doubtful accounts and unbilled services, lives and recoverability of equipment and other long-lived
assets, contingencies and litigation. The Company is subject to uncertainties, such as the impact of future events, economic,
environmental and political factors, and changes in the business climate; therefore, actual results may differ from those
estimates. When no estimate in a given range is deemed to be better than any other when estimating contingent liabilities, the
low end of the range is accrued. Accordingly, the accounting estimates used in the preparation of the Company's financial statements
will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company's operating
environment changes. Changes in estimates are made when circumstances warrant. Such changes and refinements in estimation methodologies
are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes
to the financial statements.
Unaudited
Interim Financial Statements
The
accompanying unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial
information and with the instructions to Form 10-Q and Regulation SX. Accordingly, the financial statements do not include
all of the information and
footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management,
all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial
position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements
presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for
a full year.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash
and cash equivalents are held in operating accounts at a major financial institution.
Accounts
Receivable
Accounts
receivable are recorded at the net value of face amount less an allowance for doubtful accounts. The Company evaluates its accounts
receivable periodically based on specific identification of any accounts receivable for which the Company deems the net realizable
value to be less than the gross amount of accounts receivable recorded; in these cases, an allowance for doubtful accounts
is established for those balances. In determining its need for an allowance for doubtful accounts, the Company considers historical
experience, analysis of past due amounts, client creditworthiness and any other relevant available information. However, the Company’s
actual experience may vary from its estimates. If the financial condition of its clients were to deteriorate, resulting in their
inability or unwillingness to pay the Company’s fees, it may need to record additional allowances or write-offs in future
periods. This risk is mitigated to the extent that the Company receives retainers from its clients prior to performing significant
services.
The
allowance for doubtful accounts, if any, is recorded as a reduction in revenue to the extent the provision relates to fee adjustments
and other discretionary pricing adjustments. To the extent the provision relates to a client's inability to make required payments
on accounts receivables, the provision is recorded in operating expenses. As of September 30, 2019, and December 31, 2018, the
Company’s allowance for doubtful accounts was $46,802 and $2,635, respectively. The Company recorded bad debt expense during
the nine months ended September 30, 2019 of $56,955 and $ 21,514 during the nine months ended September 30, 2018.
Deposits
Deposits
is comprised of advance payments made to third parties, for rent, utilities and inventory for which the Company has not yet taken
title. When the Company takes title to inventory for which deposits are made, the related amount is classified as inventory, then
recognized as a cost of revenues upon sale.
Inventory
Inventory
is comprised of products and equipment owned by the Company to be sold to end customers. Inventory is valued at cost, based on
the specific identification method, unless and until the market value for the inventory is lower than cost, in which case an allowance
is established to reduce the valuation to market value. As of September 30, 2019, and December 31, 2018, market values of all
of the Company’s inventory were greater than cost, and accordingly, no such valuation allowances were recognized.
Prepaid
Expenses and Other Current Assets
Prepaid
expenses and other current assets are primarily comprised of advance payments made to third parties for independent contractors’
services or other general expenses. Prepaid services and general expenses are amortized over the applicable periods which approximate
the life of the contract or service period.
Significant
Clients and Customers
For
the three months ended September 30, 2019, three customers individually accounted for $334,804 of the Company’s total revenues
equaling approximately 49.9.% of the Company’s total revenues for the period.
Property
and Equipment, net
Property
and Equipment is stated at net book value, cost less depreciation. Maintenance and repairs are expensed as incurred. Depreciation
of owned equipment is provided using the straight-line method over the estimated useful lives of the assets, ranging from two
to seven years. Costs associated with in progress construction are capitalized as incurred and depreciation is consummated once
the underlying
asset is placed into service. Property and equipment are reviewed for impairment as discussed below under “Accounting for
the Impairment of Long-Lived Assets.” The Company did not capitalize any interest as of September 30, 2019.
Accounting
for the Impairment of Long-Lived Assets
The
Company evaluates long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing
the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying
amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. For long lived assets held for sale, assets are written down to fair
value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management's estimates,
depending upon the nature of the assets. The Company had not recorded any impairment charges related to long lived assets as of
September 30, 2019 or December 31, 2018.
Beneficial
Conversion Feature
If
the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance,
this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt
discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ACF”)
Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount
related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective
interest method.
Revenue
Recognition
For
annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective
ASU 2014-09 “Revenue from Contracts with Customers” to supersede previous revenue recognition guidance under current
U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance presents a single
five-step model for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange
for those goods or services. Two options are available for implementation of the standard which is either the retrospective approach
or cumulative effect adjustment approach. The guidance becomes effective for annual reporting periods beginning after December
15, 2017, including interim periods within that reporting period, with early adoption permitted. We determined to implement the
cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods
presented for reporting periods after January 1, 2018. We applied this method to any incomplete contracts we determine are subject
to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services
or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606.
In
accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing
component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay
for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the
length of time between our performance and the receipt of payment.
Product
Sales
Revenue
from product and equipment sales, including delivery fees, is recognized when an order has been obtained from the customer, the
price is fixed and determinable when the order is placed, the product is shipped, title has transferred, and collectability is
reasonably assured. Generally, our suppliers’ drop-ship orders to our clients with shipping-point or destination terms.
For any shipments with destination terms, the Company defers revenue until delivery to the customer. Given the facts that (1)
our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated
in our product sales contracts is fixed and determinable at the time the customer places the order, we are not of the opinion
that our product sales indicate or involve any significant financing that would materially change the amount of revenue recognized
under the contract, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606.
During the nine months ended September 30, 2019, sales returns were $51,078 comprised of product returns and replacement.
Consulting
Services
We
also generate revenues from professional services consulting agreements. These arrangements are generally entered into: (1) on
an hourly basis for a fixed fee; or, (2) on a contingent fee basis. Generally, we require a complete or partial prepayment or
retainer prior to performing services.
For
hourly based fixed fee service contracts, we utilize and rely upon the proportional performance method, which recognizes revenue
as services are performed. Under this method, in order to determine the amount of revenue to be recognized, we calculate the amount
of completed work in comparison to the total services to be provided under the arrangement or deliverable. We segregate upon entry
into a contract any advances or retainers received from clients for fixed fee hourly services into a separate “Advances
from Clients” account, and only recognize revenues as we incur and charge billable hours, and then deposit the funds earned
into our operating account. Because our hourly fees for services are fixed and determinable and are only earned and recognized
as revenue upon actual performance, we are of the opinion that such arrangements are not an indicator of a vendor or customer
based significant financing, that would materially change the amount of revenue we recognize under the contract or would otherwise
contain a significant financing component under FASB ASC Topic 606.
Occasionally,
our fixed-fee hourly engagements are recognized under the completed performance method. Some fixed fee arrangements are for completion
of a final deliverable or act which is significant to the arrangement as a whole. These engagements do not generally exceed a
one-year term. If the performance is for a final deliverable or act, we recognize revenue under the completed performance method,
in which revenue is recognized once the final act or deliverable is performed or delivered for a fixed fee. Revenue recognition
is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes
in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if
any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable.
FASB ASC Topic 606 provides a practical expedient to disregard the effects of a financing component if the period between payment
and performance is one year or less. As, our fixed fee hourly engagements do not exceed one year, no significant customer-based
financing is implicated under FASB ASC Topic 606. During the nine months ended September 30, 2019 and the year ended December
31, 2018, we have incurred no losses from fixed fee engagements that terminate prior to completion. We believe if an engagement
terminates prior to completion, we can recover the costs incurred related to the services provided.
We
occasionally enter into arrangements for which fixed and determinable revenues are contingent and agreed upon achieving a pre-determined
deliverable or future outcome. Any contingent revenue for these arrangements is not recognized until the contingency is resolved
and collectability is reasonably assured.
Our
arrangements with clients may include terms to deliver multiple services or deliverables. These contracts specifically identify
the services to be provided with the corresponding deliverable. The value for each deliverable is determined based on the prices
charged when each element is sold separately or by other vendor-specific objective evidence (“VSOE”) or estimates
of stand-alone selling prices. Revenues are recognized in accordance with our accounting policies for the elements as described
above (see Product Sales). The elements qualify for separation when the deliverables have value on a stand-alone basis and the
value of the separate elements can be established by VSOE or an estimated selling price.
While
assigning values and identifying separate elements requires judgment, selling prices of the separate elements are generally readily
identifiable as fixed and determinable as we also sell those elements individually outside of a multiple services engagement.
Contracts with multiple elements typically incorporate a fixed-fee or hourly pricing structure. Arrangements are typically terminable
by either party upon sufficient notice or do not include provisions for refunds relating to services provided.
Reimbursable
expenses, including those relating to travel, other out-of-pocket expenses and any third-party costs, are included as a component
of revenues. Typically, an equivalent amount of reimbursable expenses is included in total direct client service costs. Reimbursable
expenses related to time and materials and fixed-fee engagements are recognized as revenue in the period in which the expense
is incurred and collectability is reasonably assured. Taxes collected from customers and remitted to governmental authorities
are presented in the statement of operations on a net basis.
Costs
of Revenues
The
Company’s policy is to recognize costs of revenue in the same manner in conjunction with revenue recognition. Cost of revenue
includes the costs directly attributable to revenue recognition and includes compensation and fees for services, travel and other
expenses for services and costs of products and equipment. Selling, general and administrative expenses are charged to expense
as incurred.
Advertising
and Promotion Costs
Selling
and Marketing costs are included as a component of selling and marketing expense and are expensed as incurred. During the three
months ended September 30, 2019 and September 30, 2018, these costs were $24,121 and $27,230, respectively.
Shipping
and Handling Costs
For product
and equipment sales, shipping and handling costs are included as a component of cost of revenues.
Stock
Based Compensation
Restricted
shares are awarded to employees and entitle the grantee to receive shares of common stock at the end of the established vesting
period. The fair value of the grant is based on the stock price on the date of grant. The Company recognizes related compensation
costs on a straight-line basis over the requisite vesting period of the award. During the three months ended September 30, 2019
and September 30, 2018, the Company had stock-based compensation expense of $44,929 and $48,500, respectively. For the nine months
ended September 30, 2019 and September 30, 2018, there was $88,673 and $73,742 in stock-based compensation expense respectively.
Income
Taxes
The
Company’s corporate status changed from an S Corporation, which it had been since inception, to a C Corporation during the
year ended December 31, 2014. As provided in Section 1361 of the Internal Revenue Code, for income tax purposes, S Corporations
are not subject to corporate income taxes; instead, the owners are taxed on their proportionate share of the S Corporation’s
taxable income. Accordingly, we were not subject to income taxes for the three months ended September 30, 2019. We recognize deferred
tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax
rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary
to reduce deferred tax assets to the amount expected to be realized. For the three months ended September 30, 2019, due to cumulative
losses since our corporate status changed, we recorded a valuation allowance against our deferred tax asset that reduced our income
tax benefit for the period to zero. As of September 30, 2019, and December 31, 2018, we had no liabilities related to federal
or state income taxes and the carrying value of our deferred tax asset was zero.
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.
Net
Income (Loss) Per Common Share
The
Company reports net income (loss) per common share in accordance with FASB ASC 260, “Earnings per Share”. This statement
requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings
per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders
by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially
dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during
the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive
effect on earnings.
Due
to the Company’s net losses for the three months ended September 30, 2018, any potentially dilutive shares outstanding for
these periods, respectively, were not presented in the EPS computations, as their effect would have been antidilutive.
Recent
Accounting Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize a lease liability, on a
discounted basis, and a right-of-use asset for substantially all leases, as well as additional disclosures regarding leasing arrangements.
In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), which provides an optional transition method of applying the new
lease standard. Topic 842 can be applied using either a modified retrospective approach at the beginning of the earliest period
presented, or as permitted by ASU 2018-11, at the beginning of the period in which it is adopted.
We
adopted this standard using a modified retrospective approach on January 1, 2019. The modified retrospective approach includes
a number of optional practical expedients relating to the identification and classification of leases that commenced before the
adoption date; initial direct costs for leases that commenced before the adoption date; and, the ability to use hindsight in evaluating
lessee options to extend or terminate a lease or to purchase the underlying asset.
The
Company elected the package of practical expedients permitted under ASC 842 allowing it to account for its existing operating
lease that commenced before the adoption date as an operating lease under the new guidance without reassessing (i) whether the
contract contains a lease; (ii) the classification of the lease; or, (iii) the accounting for indirect costs as defined in ASC
842.
In
considering its qualitative disclosure obligations under ASC 842-20-50-3, the Company examined its one lease for office space
that has a fixed monthly rent with no variable lease payments and no options to extend. The lease is for an office space with
no right of use assets. The lease does not provide for terms and conditions granting residual value guarantees by the Company,
or any restrictions or covenants imposed by the lease for dividends or incurring additional financial obligations by the Company.
The Company also elected a short-term lease exception policy and an accounting policy to not separate non-lease components from
lease components for our facility lease, as we determined our right of use asset to be zero.
Consistent
with ASC 842-20-50-4, for the Company's September 30, 2019, quarterly financial statements, the Company calculated its total lease
cost based solely on its monthly rent obligation. The Company had no cash flows arising from its lease, no finance lease cost,
short term lease cost, or variable lease costs. Our office lease does not produce any sublease income, or any net gain or loss
recognized from sale and leaseback transactions. As a result, the Company did not need to segregate amounts between finance and
operating leases for cash paid for amounts included in the measurement of lease liabilities, segregated between operating and
financing cash flows; supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets; weighted-average
calculations for the remaining lease term; or the weighted-average discount rate.
The
adoption of this guidance resulted in no significant impact to our results of operations or cash flows.
Reclassifications
Prior
year amounts have been reclassified to conform to the current year presentation.
Note 3. Accounts Receivable, net
Accounts receivable, net, was comprised
of the following as of September 30, 2019 and December 31, 2018:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Gross accounts receivables
|
|
$
|
438,453
|
|
|
$
|
61,520
|
|
Less: allowance for doubtful
accounts
|
|
|
(46,802
|
)
|
|
|
(2,635
|
)
|
Accounts receivable, net
|
|
$
|
391,651
|
|
|
$
|
58,884
|
|
The Company
had bad debt expense during the three months ended September 30, 2019 of $13,181, whereas bad debt expense during the three months
ended September 30, 2018 was $2,293.
Note 4. Inventory
Inventory as of September 30, 2019
and December 31, 2018 consisted of the following:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
Raw materials
|
|
$
|
17,112
|
|
|
$
|
1,646
|
|
Work in progress
|
|
|
|
|
|
|
|
|
Finished goods
|
|
|
32,482
|
|
|
|
59,359
|
|
Inventory
|
|
$
|
49,844
|
|
|
$
|
61,005
|
|
Note
5. Property and Equipment
Property and equipment, net, was
comprised of the following as of September 30, 2019 and December 31, 2018:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Office equipment
|
|
$
|
35,624
|
|
|
$
|
8,482
|
|
Furniture and fixtures
|
|
|
7,240
|
|
|
|
7,240
|
|
Machinery and equipment
|
|
|
7,796
|
|
|
|
7,336
|
|
Property and equipment, gross
|
|
$
|
50,660
|
|
|
$
|
23,058
|
|
Less: accumulated depreciation
|
|
|
(18,553
|
)
|
|
|
(15,020
|
)
|
Property and equipment, net
|
|
$
|
32,107
|
|
|
$
|
8,037
|
|
Note 6. Deposits
Deposits were comprised of the
following as of September 30, 2019 and December 31, 2018:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
Deposits
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
Joint venture investments
|
|
|
0.00
|
|
|
|
0.00
|
|
Other Assets
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
Deposits
as of September 30, 2019 and December 31, 2018 reflect down payments made to vendors and service providers.
Note 7. Prepaid Expenses and Other
Current Assets
Prepaid Expenses and Other Current
Assets were comprised of the following as of September 30, 2019 and December 31, 2018:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
Prepaid Expenses
|
|
$
|
16,777
|
|
|
$
|
56,376
|
|
Other Current Assets
|
|
|
6,000
|
|
|
|
0
|
|
Accrued and Other Current Liabilities
|
|
$
|
22,777
|
|
|
$
|
56,376
|
|
Note 8. Accrued and Other Current
Liabilities
Accrued and other current liabilities
was comprised of the following at September 30, 2019 and December 31, 2018:
|
|
September 30,
|
|
December 31,
|
|
|
2019
|
|
2018
|
Accrued payroll liabilities
|
|
$
|
173
|
|
|
$
|
10,924
|
|
Other accruals
|
|
|
147,985
|
|
|
|
78,844
|
|
Accrued and Other Current Liabilities
|
|
$
|
148,158
|
|
|
$
|
89,768
|
|
Note 9.
Related Party Transactions
During
the nine months ended September 30, 2019, the Company incurred no related party expenses.
Note 10.
Stock Based Compensation
Restricted
Shares
From
time to time, the Company grants certain employees restricted shares of its common stock to provide further compensation in lieu
of wages and to align the employee’s interests with the interests of its stockholders. Because vesting is based on continued
employment, these equity-based incentives are also intended to attract, retain and motivate personnel upon whose judgment, initiative
and effort the Company’s success is largely dependent.
During
the nine months ended September 30, 2019 and 2018, the Company granted 73,041 and 79,014 restricted shares, and incurred total
stock-based compensation expense of $24,108 and $73,742 respectively.
Warrants
As
of September 30, 2019, and December 31, 2018, the Company issued fully vested warrants to the Company’s independent board
member to purchase up to two hundred and fifty thousand (250,000) shares of common stock at an exercise price of sixty-three cents
($0.63) per share were outstanding, exercisable within five (5) years of the date of issuance on November 19, 2014. The grant
date fair value of the warrants, as calculated based on the Black Scholes valuation model, was $0.59 per share. The warrants expire
on November 14, 2019.
On
September 9, 2019, the Company issued fully vested warrants to the Company’s former Chief Financial Officer to purchase
up to five thousand (5,000) shares of common stock in a cashless transaction. The warrant expires on September 9, 2020. The grant
date fair value of the warrants, as calculated based on the Black Scholes valuation model, was $0.33 per share.
As
of September 30, 2019, and December 31, 2018, as the exercise price per share exceeded the price per share of our common shares,
there was no aggregate intrinsic value of outstanding warrants.
As
of December 31, 2018, the Company issued cashless warrants to employees to purchase an aggregate of 895,000 shares. The warrants
exercisable within three (3) years of the date of issuance, expiring February 23, 2021. The grant date fair value of the warrants,
as calculated based on the Black Scholes valuation model, was $0.23 per share. As of September 30, 2019, and December 31, 2018,
as the exercise
price per share exceeded the price per share of our common shares, there was no aggregate intrinsic value of outstanding warrants.
Stock
Options
In addition
to the warrants as described above, on November 19, 2014, the Company granted its independent board member, Vincent “Tripp”
Keber an option to purchase three hundred thousand (300,000) shares of common stock at an exercise price of sixty-three cents
($0.63) per share. The warrants and options expire on November 19, 2019. None have been exercised.
Stock
Issuable in Compensation for Professional Services
From
time to time, the Company enters into agreements whereby a professional service provider will be compensated for services rendered
to the Company by shares of common stock in lieu of cash. During the three months ended September 30, 2019, no common stock was
issued.
Note 11.
Stockholders’ Equity
Preferred
Stock
American
Cannabis Company, Inc. is authorized to issue 5,000,000 shares of preferred stock at $0.01 par value. No shares of preferred stock
were issued and outstanding during the three months ended September 30, 2019, and 2017 respectively.
Common
Stock
American
Cannabis Company, Inc. is authorized to issue 100,000,000 common shares at $0.00001 par value per share.
For
the nine months ended September 30, 2019, the Company issued the following common shares:
(1)
An aggregate of 900,000 shares of common stock to the Terry L. Buffalo Revocable Living Trust upon conversion of a cashless warrant;
(2)
100,000 shares of common stock to Tad Mailander for the conversion of a cashless warrant;
(3)
An aggregate of 252,500 common shares to Tyler A. Schloesser pursuant to his exercise of two cashless warrant agreements, and
the Company’s grant of a signing bonus;
(4)
100,000 shares to Jon Workman pursuant to his exercise of a cashless warrant;
(5)
39,708 common shares to Gayle Barr for services rendered;
(6)
33,333 common shares to Michael Schwanbeck for services render; and,
(7)
An aggregate of 30,000 shares of common stock to Michael Schwanbeck for the conversion of a cashless warrant.
(8)
10,000 shares to April T Robertson for service rendered;
Note 12.
Commitments and Contingencies
The Company
rents space for its corporate offices paying a monthly rent of $4,500. The monthly rent is fixed and is for office space only.
Our lease provides for no other right of use assets. There is no residual value guarantee associated with the lease. There are
no restrictions or covenants providing for dividends or imposing additional financial obligations by the Company. We elected to
apply a short-term lease exception and accounting policy to not separate lease and non-lease components from our office lease,
as we determined our right of use asset to be zero.
Note 13. Subsequent Events
On September
24, 2019, the Company gave notice of its decision to terminate a material definitive investment agreement previously disclosed
on Form 8-K filed June 27, 2016. The Parties to the terminated agreement were the Company and Tangiers Global, LLC, a Wyoming
limited liability company. There was no material relationship between the Registrant or its affiliates and Tangiers Global other
than in respect of the material definitive agreement.
The investment
agreement and related transaction documents, as amended, were entered into on June 23, 2016 and August 4, 2016, and were agreed
to expire on November 8, 2019. The investment agreement and related documents concerned the Registrant’s Form S-1 registration
statement, file number 333-213592. By virtue of Section VIII (iv) of the Investment Agreement, the Company elected to terminate
the transaction documents by giving Tangiers fifteen days written notice. Pursuant to Section VIII (iv) of the Investment Agreement,
the Company provided both written notice and email notice to Tangiers on September 24, 2019, making the effective date of the
termination October 9, 2019. The Registrant did not incur any termination penalties as a result of its election to terminate.
The termination was reported on Form 8-K on October 15, 2019.
On October
11, 2019, the Company entered into a common stock purchase agreement and a registration rights agreement with White Lion Capital,
LLC, a Nevada limited liability company. These agreements were material definitive agreements and reported on Form 8-K on October
15, 2019. Pursuant to the common stock purchase agreement, White Lion agreed to invest up to Seven Million, Five Hundred Thousand
Dollars ($7,500,000) to purchase the Company’s Common Stock, par value $0.00001 per share. Coincidentally, as an inducement
to White Lion to execute and deliver the Common Stock Purchase Agreement, the Company and White Lion entered into a registration
rights agreement, whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable
for White Lion’s investment pursuant to the common stock purchase agreement. The entry into the common stock purchase agreement
and registration rights agreement was reported on Form 8-K on October 15, 2019.
Pursuant to
the registration rights agreement with White Lion, the Company filed a registration statement on Form S-1 on October 23, 2019,
which was made effective by the SEC on November 4, 2019.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
statements contained in this report that are not statements of historical fact, including without limitation, statements containing
the words “believes,” “expects,” “anticipates” and similar words, constitute forward looking
statements that are subject to a number of risks and uncertainties. From time to time we may make other forward-looking statements.
Investors are cautioned that such forward looking statements are subject to an inherent risk that actual results may materially
differ as a result of many factors, including the risks discussed from time to time in this report, including the risks described
under “Risk Factors” in any filings we have made with the SEC.
Our
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.
On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement
income, bad debts, impairment, net lease intangibles, contingencies and litigation. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There
can be no assurance that actual results will not differ from those estimates.
Background
American
Cannabis Company, Inc. and subsidiary company, Hollister & Blacksmith, Inc., doing business as American Cannabis Consulting
(“American Cannabis Consulting”), (collectively “the “Company”, “we”, “us”,
or “our”) are based in Denver, Colorado and operate a fully integrated business model that features end to end solutions
for businesses operating in the regulated cannabis industry in states and countries where cannabis is regulated and/or has been
decriminalized for medical use and/or legalized for recreational use. The Company provides advisory and consulting services specific
to this industry, manufactures proprietary industry solutions including; the Satchel™, SoHum Living Soils™, Cultivation
Cube™ and the High Density Cultivation System.™ The Company also sells 3rd party industry specific products and manages
a strategic group partnership that offers both exclusive and nonexclusive customer products commonly used in the industry. American
Cannabis Company, Inc. is a publicly listed company quoted on the OTC Markets Pink Tier under the symbol “AMMJ”.
We
were incorporated in the State of Delaware on September 24, 2001 under the name Naturewell, Inc. to develop and market clinical
diagnostic products using immunology and molecular biologic technologies.
On
March 13, 2013, Naturewell, Inc. completed a merger transaction whereby it acquired 100% of the issued and outstanding share capital
of Brazil Interactive Media, Inc. (“BIMI”), which operated as a Brazilian interactive television company and television
production company through its wholly owned Brazilian subsidiary company, EsoTV Brasil Promoção Publicidade Licenciamento
e Comércio Ltda. (“EsoTV”). Naturewell’s Articles of Incorporation were amended to reflect a new name:
Brazil Interactive Media, Inc.
On
May 15, 2014, BIMI entered into a merger agreement (“the Merger Agreement”) to acquire 100% of the issued and outstanding
American Cannabis Consulting while simultaneously disposing of 100% of the issued share capital EsoTV (“the Separation Agreement”).
Both the merger with American Cannabis Consulting and disposal of EsoTV were completed on September 29, 2014. BIMI subsequently
amended its Articles of Incorporation to change its name to American Cannabis Company, Inc. On October 10, 2014, American Cannabis
Company, Inc changed its stock symbol from BIMI to AMMJ.
Results
of Operations
For the
three months and nine months ended September 30, 2019 compared to three and nine months ended September 30, 2018.
Revenues
Total
revenues were $724,632 for the three months ended September 30, 2019 as compared to $313,636 for the three months ended
September 30, 2018, an increase of $433,456. Total revenues for the nine months ended September 30, 2019 were $1,865,913 as
compared to $771,302 for the nine months ended September 30, 2018. Consulting service revenues were $593,175 or 81.9% of
total revenues for the three months ended September 30, 2019, versus $89,500 or 28.5% of total revenues for the three months
ended September 30, 2018. Consulting service revenues for the nine months ended September 30, 2019 were $1,247,013 or 66.8%
of total revenues, as compared to $272,192 or 35.1% of total revenues for the nine months ended September 30, 2018. Our
product and equipment revenues for the three months ended September 30, 2019 were $131,457 or 18.1% of total revenues, versus
$224,136 or 71.5% of total revenues for three months ended September 30, 2018. For the nine months ended September 30, 2019,
our product and equipment revenues were $618,900 or 33.2% of total revenues, as compared to $499,110 or 64.9% of total
revenues for the nine months ended September 30, 2018. The decrease in equipment revenue as percentage of total revenue was
attributed to decreased client equipment orders with the company. The company increased its focus towards selling soil and
consulting services for the three and nine months ended September 30, 2019, while two facility buildouts were in progress
during the three and nine months ended September 30, 2018. The increase in our consulting service revenues for the three and
nine months ended September 30, 2019, reflects more states enacting legislation legalizing cannabis during the
period.
Costs
of Revenues
Costs
of revenues primarily consist of labor, travel, cost of equipment and soil sold, and other costs directly attributable to providing
services or products. During the three months ended September 30, 2019, our total costs of revenues were $291,794, or 40.3% of
total revenues. This compares to total costs of revenues for the three months ended September 30, 2018 of $165,103 or 52.6% of
total revenues. For the nine months ended September 30, 2019, total cost of revenues was $748,208 or 40.1% of total revenues,
as compared to $391,385 or 50.5% of total revenues for the nine months ended September 30, 2018. For the three months ended September
30, 2019, consulting related costs were $152,190 or 21.0% of total revenue, as compared to costs of $23,699, or 7.6% of revenue
for the three months ended September 30, 2018. For the nine months ended September 30, 2019, consulting related costs were $265,441
or 14.2% of total revenues, as compared to $105,471 or 13.6% of total revenues for the nine months ended September 30, 2018. Costs
associated with products and equipment were $139,603, or 19.3% of total revenue for the three months ended September 30, 2019
as compared to $141,404, or 45.1% of total revenue for the three months ended September 30, 2018. Costs associated with products
and services were $482,766 or 25.9% of total revenues for the nine months ended September 30, 2019 as compared to $282,243 or
36.9% of total revenues for the nine months ended September 30, 2018. As a percentage of revenues, the decrease in costs associated
with product sales during the three and nine months ended September 30, 2019, was attributed to increase in soil related product
revenues and reduction in equipment related products sold during the three and nine months ended September 30, 2018.
Gross
Profit
Total
gross profit was $432,839 for the three months ended September 30, 2019, comprised of consulting services gross profit of $440,985
and products and equipment gross loss of ( $8,146). This compares to total gross profit of $148,533 for the three months ended
September 30, 2018, comprised of consulting services gross profit of $65,801 and products and equipment gross profit of $82,732.
For the nine months ended September 30, 2019, gross profits were $1,117,706, comprised gross profits for consulting services of
$981,572 and product and equipment $136,3134 as compared to gross profits for the nine months ended September 30, 2018 of $383,588,
comprised gross profits for consulting services of $166,881 and product and equipment $216,707. Total gross profits of the nine
months ended September 30, 2019 as compared to 2018 reflect an increase of $734,118. The increase in our consulting services gross
profits reflects more states enacting legislation during the period legalizing cannabis, and so there is a corresponding increase
in the demand for our consulting services. The increase in gross profits for products and equipment was due to the Company expanding
its product sales to existing clients during the period. As a percentage of total revenues, gross profit was 59.7% and 59.9% for
the three and nine months ended September 30, 2019, as compared to 47.4% and 49.5% for the three and nine months ended September
30, 2018.
Operating
Expenses
Total
operating expenses were $338,652, or 46.7% of total revenues for the three months ended September 30, 2019, and $974,781 or 52.2%
for the nine months ended September 30, 2019, as compared to $304,751, or 97.2% of total revenues for the three months ended September
30, 2018, and $874,283 or 112.8% for the nine months ended September 30, 2018. This increase in operating expenses were primarily
due to an increase in employees whose wages were allocated to general and administrative expenses and investor relations expense
attributed to timely financial reporting for the three months ended September 30, 2019 compared to the three months ended September
30, 2018. relevant time periods.
Other
Income (Expense)
Other
income (expense) for the three months ended September 30, 2019 was expense of $48,051 as compared with expense of $46,941 for
the three months ended September 30, 2018. For the nine months ended September 30, 2019, other income (expense) was expense of
$118,052 as compared with expense of $88,406 for the nine months ended September 30, 2018. The increase in the Company other expense
was due to an increase of bad debt expense of $11,652
Net Income
(Loss)
As
a result of the factors discussed above, net income for the three months ended September 30, 2019 was $46,136 or 6.4% of total
revenues for the period, as compared to a net (loss) for the three months ended September 30, 2018 of ($203,159) or (64.8%) of
total revenues for the period. For the nine months ended September 30, 2019, the net income was $24,873 or 1.3% of total revenues
for the period, as compared to the net (loss) was ($579,101) or (74.7%) of total revenues for the period.
Liquidity
and Capital Resources
As
of September 30, 2019, our primary internal sources of liquidity were our working capital, which included cash and cash equivalents
of $837,546 and accounts receivable of $391,651. Additionally, considering that our fixed overhead costs are low, we have the
ability to issue stock to compensate employees and management, and the level of future revenue we expect to generate from executed
client contracts, we believe our liquidity and capital resources to be adequate to fund our operational and general and administrative
expenses for at least the next 12 months without needing to raise additional debt or equity funding. There is no guarantee we
will have the ability to raise additional capital as needed through external equity financing transactions if required.
Operating
Activities
Net
cash used by operating activities for the nine months ended September 30, 2019 was a use of ($221,418), consisting of increases
in accounts receivable costs of ($376,933), compared to net cash used by operating activities of ($404,201), consisting net (loss)
of ($579,101) for the nine months ended September 30, 2018.
Investing
Activities
For
the nine months ended September 30, 2019 and 2018, investing activities were a use of cash of $27,602 and $0 respectively.
Financing
Activities
For the
three months ended September 30, 2019 and 2018, the net cash from financing activities was $0 and $0 respectively.
Off Balance
Sheet Arrangements
As
of September 30, 2019, and December 31, 2018, we did not have any 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.
Non-GAAP
Financial Measures
We
use Adjusted EBITA, a Non-GAAP metric, to monitor our overall business performance. We define Adjusted EBITA as net income (loss)
before interest expense, net, provision for (benefit from) income taxes, stock-based compensation and certain nonrecurring expenses,
which to date have been limited to costs associated with the Reverse Merger. We believe that such adjustments to arrive at Adjusted
EBITA provides us with a more comparable measure for managing our business. We also believe that it is a useful measure for securities
analysts, investors, and other interested parties in the evaluation of our Company.
A reconciliation of net income(loss) to Adjusted EBITDA is provided below:
|
|
Nine Months
|
|
Nine Months
|
|
|
Ended September 30,
|
|
Ended September 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Adjusted EBITDA reconciliation:
|
|
|
|
|
|
|
|
|
Net income or (loss)
|
|
$
|
24,873
|
|
|
($
|
579,101
|
)
|
Bad Debt Expense
|
|
|
44,167
|
|
|
|
21,514
|
|
Depreciation
|
|
|
3,533
|
|
|
|
2,882
|
|
Stock-based compensation to employees
|
|
$
|
88,673
|
|
|
$
|
48,500
|
|
Stock issued for settlement
|
|
|
(2,450
|
)
|
|
|
0
|
|
Stock-based compensation
to service providers
|
|
$
|
0
|
|
|
$
|
25,242
|
|
Adjusted
EBITDA
|
|
$
|
158,795
|
|
|
($
|
480,963
|
)
|
ITEM 3. QUANTITATIVE & QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We are a smaller
reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under
this item.
ITEM 4. CONTROLS AND PROCEDURES
Management
of the Company is responsible for maintaining disclosure controls and procedures that are designed to ensure that financial information
required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange
Act”) is recorded, processed, summarized and reported within the timeframes specified in the Securities and Exchange Commission’s
rules and forms, consistent with Items 307 and 308 of Regulation S-K.
In addition,
the disclosure controls and procedures must ensure that such financial information is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required financial and other required disclosures.
As of September
30, 2019, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e)
and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) was carried out under the supervision
and with the participation of our Chief Executive Officer, Chief Financial Officer, and other persons carrying out similar functions
for the Company. Based on the evaluation of the Company’s disclosure controls and procedures, the Company concluded that
during the period covered by this report, such disclosure controls and procedures were effective.
The Company
continues to employ and refine a structure in which critical accounting policies, issues and estimates are identified, and together
with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company evaluates and assesses
its internal controls and procedures regarding its financial reporting, utilizing standards incorporating applicable portions
of the Public Company Accounting Oversight Board’s 2009 Guidance for Smaller Public Companies in Auditing Internal Controls
Over Financial Reporting as necessary and on an on-going basis.
Because of
its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection
of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
The Company had no reportable changes
to its internal controls over financial reporting for the period covered by this report.
The Company
will continually enhance and test its internal controls over financial reporting on a continuing basis. Additionally, the Company’s
management, under the control of its Chief Executive Officer and Chief Financial Officer, will increase its review of its disclosure
controls and procedures on an ongoing basis. Finally, the Company plans to designate, in conjunction with its Chief Financial
Officer, individuals responsible for identifying reportable developments and the process for resolving compliance issues related
to them. The Company believes these actions will focus necessary attention and resources in its internal accounting functions.
PART II—OTHER
INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We are a smaller
reporting Company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under
this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No transactions meeting the reporting
requirements of this item occurred during the periods covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued
and outstanding during the nine and nine months ended September 30, 2019 or 2018.
ITEM 5. OTHER INFORMATION
None.
This list is intended to constitute
the exhibit index.
10.1
|
Amended
and Restated Investment Agreement dated August 4, 2016 between the Company and Tangiers Global, LLC.
|
|
|
10.2
|
Amended and Restated
Registration Rights Agreement dated August 4, 2016 between the Company and Tangiers Global, LLC.
|
|
|
10.3
|
Common Stock Purchase Agreement dated October 11, 2019 between the Company and White Lion Capital, LLC [incorporated herein by reference from the Company’s Form 8-K dated October 15, 2019 and Form S-1/A filed on October 31, 2019.
|
10.4
|
Registration Rights Agreement dated October 11, 2019 between the Company and White Lion Capital, LLC [incorporated herein by reference from the Company’s Form 8-K dated October 15, 2019 and Form S-1/A filed on October 31, 2019.
|
|
|
31.1
|
Certification of Principal Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
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*
|
*Pursuant to Rule 406T of Regulation
S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933 or Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject
to liability under those sections.
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.
American Cannabis Company, Inc.
Date: November 14, 2019
By: /s/ Terry Buffalo
Terry Buffalo, Chief Executive
Officer
(Principal Executive Officer)
Date: November 14, 2019
By: /s/ Terry Buffalo
Terry Buffalo, Chief Financial
Officer
(Principal Financial Officer)