0001398432-19-000100.txt : 20191113 0001398432-19-000100.hdr.sgml : 20191113 20191113120302 ACCESSION NUMBER: 0001398432-19-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CANNABIS CORP CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54457 FILM NUMBER: 191212680 BUSINESS ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: 303-759-1300 MAIL ADDRESS: STREET 1: 6565 EAST EVANS AVENUE CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: Advanced Cannabis Solutions, Inc. DATE OF NAME CHANGE: 20131023 FORMER COMPANY: FORMER CONFORMED NAME: Promap Corp DATE OF NAME CHANGE: 20091117 8-K 1 a14228.htm FORM 8-K 8-K



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


                                        


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 8, 2019


GENERAL CANNABIS CORP

 (Exact Name of Registrant as Specified in Charter)


Colorado

000-54457

90-1072649

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


6565 E. Evans Avenue
Denver, Colorado

 

80224

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (303) 759-1300


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

N/A

N/A

N/A


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. ¨





Item 2.02

 

Results of Operations and Financial Condition.


On November 8, 2019, General Cannabis Corp (the “Company”) issued a press release announcing results for the quarter ended September 30, 2019. A copy of the press release is filed and attached hereto as Exhibit 99.1.


The information in this Item 2.02 of this Current Report on Form 8-K and the related Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01

 

Financial Statements and Exhibits.


(d)     Exhibits


The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.


Exhibit No.

 

Description

99.1

 

Press release dated November 8, 2019





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.


Dated: November 13, 2019


 

GENERAL CANNABIS CORP

 

 

 

 

 

 

 

By:

/s/ Michael Feinsod

 

Name:

Michael Feinsod

 

Title:

Chief Executive Officer





EX-99.1 2 exh99_01.htm PRESS RELEASE DATED NOVEMBER 8, 2019 Exhibit 99.1

Exhibit 99.1


General Cannabis Announces

2019 Third Quarter Results


DENVER, November 8, 2019 – General Cannabis Corp (OTCQX: CANN) (“General Cannabis” or the “Company”), the comprehensive national resource to the regulated cannabis industry, today announced financial results for the quarter ended September 30, 2019.


Financial Highlights


The following table summarizes our results of operations:


 

 

Three months ended

September 30,

 

 

 

 

2019

 

2018

 

Percent

 

 

(Unaudited)

 

Change

Segment Revenues

 

 

 

 

 

 

Security

$

524,525

$

689,930

 

(24)%

Operations

 

834,334

 

345,205

 

142%

Consumer Goods

 

91,308

 

45,054

 

103%

Investments

 

28,597

 

16,858

 

70%

 

 

1,478,764

 

1,097,047

 

35%

 

 

 

 

 

 

 

Total costs and expenses

 

3,695,352

 

3,553,909

 

4%

Operating loss

 

(2,216,588)

 

(2,456,862)

 

(10)%

 

 

 

 

 

 

 

Other expense

 

37,734

 

1,757,340

 

(98)%

Net loss

$

(2,254,322)

$

(4,214,202)

 

(47)%

 

 

 

 

 

 

 

Loss per share – Basic and diluted

$

(0.06)

$

(0.12)

 

(50)%


 

 

Nine months ended

September 30,

 

 

 

 

2019

 

2018

 

Percent

 

 

(Unaudited)

 

Change

Segment Revenues

 

 

 

 

 

 

Security

$

1,596,673

$

1,856,188

 

(14)%

Operations

 

2,407,077

 

1,053,506

 

128%

Consumer Goods

 

149,975

 

227,518

 

(34)%

Investments

 

71,193

 

16,858

 

322%

 

 

4,224,918

 

3,154,070

 

34%

 

 

 

 

 

 

 

Total costs and expenses

 

12,158,549

 

11,268,731

 

8%

Operating loss

 

(7,933,631)

 

(8,114,661)

 

(2)%

 

 

 

 

 

 

 

Other expense

 

1,729,188

 

4,235,225

 

(59)%

Net loss

$

(9,662,819)

$

(12,349,886)

 

(22)%

 

 

 

 

 

 

 

Loss per share – Basic and diluted

$

(0.25)

$

(0.35)

 

(29)%




“We have surpassed $1 million in revenue for the sixth consecutive quarter, with a 34% increase in year-to-date revenue in 2019 compared to 2018,” said Brian Andrews, Chief Financial Officer of General Cannabis.  “During the first nine months of the year, we have increased our focus on securing significant consulting contracts in emerging markets across the country and providing wholesale products to new and existing customers. Both efforts have resulted in significant increases in Operations revenue compared to the prior year. We have been able to grow our revenue, while also managing costs, which has resulted in a net profit for our Operations division in the current year.  Security revenues have continued to be negatively impacted by customers deciding to forego guard services and slower than expected growth in California.  We continue to invest resources into growing our California market while also investigating additional revenue streams within the Security segment, such as camera monitoring design and installation, and product transport.  In response to lower revenues from Chiefton, within our Consumer Goods segment, over the course of the last three months we have eliminated annualized overhead by approximately $400,000 in order to better match our cost structure to estimated potential revenues. We are currently analyzing new potential revenue streams, while nurturing relationships with long-term customers who value Chiefton.” continued Mr. Andrews.


“During the third quarter we opened our new CBD store and e-commerce website, STOA Wellness, which offers a curated collection of quality products designed for high performance athletes. We strive to offer high quality products derived from sustainably sourced plants. We believe this sets us apart and offers our customers a unique experience. We trust these factors will generate growing Consumer Goods revenue through the remainder of the year,” said Michael Feinsod, Chief Executive Officer and Chairman of General Cannabis


Mr. Feinsod continued “This was another quarter of growth for our company. We have been focused on streamlining our operations and evaluating cost savings. Our efforts are proving to pay off with an increase in revenue and a decrease in operating losses compared to the prior year.”


Hunter Garth, Vice President of Business Development stated “In addition to growing our existing lines of business, we are excited to embark on potential acquisitions in the coming months as HB-1090 is implemented. As of today, we have entered into non-binding term sheets for approximately 45,000 square feet of cultivation space, a processing facility and several adult use (recreational) dispensaries. Our operating history and Colorado experience have proven to be strong attractions as we engage with potential Colorado partners. To date, each of the potential transactions has been specifically structured to keep existing management teams in place.  We look forward to closing these transactions and integrating these new teams into our General Cannabis family and believe that upon completion these strategic acquisitions will create synergistic opportunities that will allow us to leverage our skill sets to help our customers succeed.”


Mr. Andrews continued “Our team is highly motivated and focused on both our internal and acquisition based growth. We have a strong corporate team made up of human resources, accounting, reporting and IT, which would allow us to efficiently integrate these potential acquisition targets into the General Cannabis family. We are excited for the future, and believe that our continued efforts in providing quality products and services will continue to set us apart as a leader in this industry.”


Developments in 2019


Security – Our security business, Iron Protection Group (“IPG”), continues to find success expanding into the California market, with a recent shift in focus to the greater Los Angeles area.  We also left the northern California market, as the revenue opportunities did not warrant the cost to operate in that area.  IPG continues to face significant challenges in Colorado, however, such as pricing pressure from unfavorable economic conditions and the availability and cost of guards.  These challenges have resulted in a reduction of revenue and an increase in the cost of revenue.


Operations – Our operations consulting business, Next Big Crop (“NBC”), has found significant success in 2019, including: (a) equipment and product sales continue to rise; (b) increased revenue from licensing application consulting; (c) additional management contracts; and (d) an expansion of our grow facility design and construction business.


Consumer Goods – We made significant changes to our apparel and marketing business, Chiefton, during the quarter ended September 30, 2019.  We reduced recurring annualized overhead by approximately $400,000.  With a revised cost structure, we are pursuing new, lower cost methods to acquire customers, as well as identify sustainable, profitable revenue streams.  STOA, our CBD retail store in Long Island, NY, offering a curated collection of high quality CBD products, opened to customers in July 2019.  STOA revenues have shown steady, moderate growth since opening.





Corporate – We continue to invest in our infrastructure in order to better serve our current customers and position ourselves for expansion through organic growth and acquisition.  Additionally, through expense management strategies, we reduced annualized overhead by approximately $600,000, and have identified $200,000 - $400,000 of additional potential cost savings.  These reductions are partially offset by adding key positions to prepare us for significant growth as we execute our PubCo strategy.


PubCo – We are focused on taking advantage of the ability for public companies to own cultivation, processing and retail cannabis licenses.  In Colorado, we have signed numerous letters of intent with potential targets and expect to begin closing acquisitions in early 2020.


For our most recent SEC filings, visit us at www.generalcann.com.


About General Cannabis Corp


General Cannabis Corp is the comprehensive national resource for the highest quality service providers available to the regulated cannabis industry. We are a trusted partner to the cultivation, production and retail sides of the cannabis business. We do this through a combination of strong operating divisions such as security, operational consulting and products, consumer goods and marketing consulting, and capital investments and real estate.  As a synergistic holding company, our divisions are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed. Our website address is www.generalcann.com.


Forward-looking Statements


This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.   Such forward-looking statements include statements regarding potential future revenue streams, statements regarding the Company’s new CBD store and e-commerce website, STOA Wellness, generating future growth of the Company’s Consumer Goods revenue, statements regarding the improvements made by the Company that will benefit the Company in the future, statements regarding the potential completion of the Company’s proposed acquisitions, statements regarding the potential benefits to the Company of the proposed acquisitions and the Company’s plans with respect to such acquisitions, statements regarding the benefits to customers, shareholders and employees of the Company’s expansion into rapidly evolving markets and focus on providing quality products and services and other statements about the Company’s future performance or financial condition; statements regarding our ability to respond to the changing legislative landscape; statements regarding the Company’s plan to grow revenue; and statements regarding the Company’s focus on investment opportunities and acquisitions.


Any statements that are not statements of historical fact, such as the statements described above, should be considered forward-looking statements.  Some of these statements may be identified by the use of the words “may,” “will,” “believes,” “plans,” “anticipates,” “expects” and similar expressions. General Cannabis has based these forward-looking statements on current expectations and projections about future events as of the date of this press release.  These forward-looking statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including the possibility that the Company’s proposed transactions will not be consummated, changes in the Company’s share price, the benefits from the potential transactions may not be fully realized or may take longer to realize than expected, and other factors those described from time to time in General Cannabis’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q under the heading “Risk Factors” and in subsequent filings with the Securities and Exchange Commission. General Cannabis undertakes no duty to update any forward-looking statements made herein.


Contact


Brian Andrews

CFO, General Cannabis Corp

(303) 759-1300