The following discussion and analysis should be read in conjunction with our
unaudited interim condensed consolidated financial statements and related notes
appearing elsewhere in this report on Form 10-Q. In addition to historical
information, this discussion and analysis contains forward-looking statements
that involve risks, uncertainties, and assumptions. Our actual results may
differ materially from those anticipated in these forward-looking statements.
The terms "we," "us," "our," and the "Company" refer to Healthier Choices
Management Corp. and its wholly-owned subsidiaries, Healthy Choice Markets,
Inc., Healthy Choice Markets 2, LLC ("Paradise Health and Nutrition"), HCMC
Intellectual Property Holdings, LLC, The Vitamin Store, LLC, Healthy U
Wholesale, Inc., The Vape Store, Inc. ("Vape Store"), Vaporin, Inc., Smoke
Anywhere U.S.A., Inc., Emagine the Vape Store, LLC, IVGI Acquisition, Inc.,
Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All
intercompany accounts and transactions have been eliminated in consolidation.
Company Overview
Healthier Choices Management Corp. (collectively, the "Company", "we", "us" and
"our") is a holding company focused on providing consumers with healthier daily
choices with respect to nutrition and other lifestyle alternatives. The Company
currently operates nine retail vape stores in the Southeast region of the United
States, through which it offers e-liquids, vaporizers, and related products. The
Company markets its Q-Cup™ technology under the vape segment. This Q-Cup™
technology provides significantly more efficiency and an "on the go" solution
for consumers who prefer to vape concentrates either medicinally or
recreationally. In October 2019, the Company announced the launch of the Q-Unit,
a U.S. patented device made specifically for vaping concentrates. The Q-Unit,
which boasts a mechanism that prevents the concentrates from coming in direct
contact with the heating element, allows consumers to vape uncut pure extract
from a pure quartz cup. The Company also operates Ada's Natural Market, a
natural and organic grocery store, through its wholly owned subsidiary Healthy
Choice Markets, Inc. and Paradise Health and Nutrition, stores that offer fresh
produce, bulk foods, vitamins and supplements, packaged groceries, meat and
seafood, deli, baked goods, dairy products, frozen foods, health & beauty
products, and natural household items through its wholly owned subsidiary
Healthy Choice Markets 2, LLC.
Liquidity
The unaudited condensed consolidated financial statements included elsewhere in
this Form 10-Q have been prepared in conformity with GAAP, which contemplate
continuation of the Company as a going concern and realization of assets and
satisfaction of liabilities in the normal course of business and do not include
any adjustments that might result from the outcome of any uncertainties related
to our going concern assessment. The carrying amounts of assets and liabilities
presented in the financial statements do not necessarily purport to represent
realizable or settlement values. The unaudited consolidated financial statements
do not include any adjustments that might result from the outcome of these
uncertainties.
The Company incurred a loss from operations of approximately $2.3 million for
the nine months ended September 30, 2021. As of September 30, 2021, cash and
cash equivalents totaled approximately $28.2 million. The Company expects to
continue incurring losses for the foreseeable future and we anticipate that our
current cash and cash equivalents to be generated from operations will be
sufficient to cover our projected operating expenses for the foreseeable future.
Management do not believe there are any substantial doubts about the Company's
ability to continue as a going concern within a year and a day from the issuance
of these unaudited consolidated financial statements.
Rights Offering
On April 20, 2021, the Company filed a registration statement on Form S-1 with
the Securities and Exchange Commission (the "SEC") for a Rights Offering to its
stockholders. The purpose of this Rights Offering is to raise equity capital in
a cost-effective and potentially non-dilutive manner that provides all of our
existing shareholders the opportunity to participate, purchase, and own up to
approximately an additional 25% of the Company's common stock. The net proceeds
are to be used for general working capital purposes, including the protection of
our intellectual property rights through litigation and other methods, funding
future research and development for both our intellectual property suite and
product offerings, and funding growth initiatives and expansion for our health
food, vitamin and supplements, and vape segments, both online and in brick and
mortar stores.
On June 18, 2021, the Company issued 27,046,800,310 shares of common stock in
connection with the Rights Offering at a subscription price of $0.0010 per
share, generating gross proceeds of $27.0 million. The Company incurred direct
financing costs of $2.7 million in connection with the offering resulting in net
proceeds to the Company of $24.3 million.
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Factors Affecting Our Performance
We believe the following factors affect our performance:
Vapor Retail: We believe the operating performance of our vapor retail stores
will affect our revenue and financial performance. The Company has a total of
six retail vape stores, which are located in Florida, Georgia and Tennessee.
Inventory Management: Our vapor segment revenue trends are affected by an
evolving product acceptance and consumer demand. We are creating and offering
new products to our retail vapor customers. Evolving product development and
technology impacts our licensing and intellectual properties spending. We expect
the transition to vaporizer and advanced technology and enhanced performance
products to continue and will impact our overall operating results in the
future.
Increased Competition: The launch by national competitors in both of our
business reporting segments have made it more difficult to compete on prices and
to secure business. We expect increased product supply and downward pressure on
prices to continue and impact our operating results in the future. We also
expect the continued expansion of national grocery chains, which leads to
greater competition, to impact our operating results in the future.
Results of Operations
The following table sets forth our unaudited condensed consolidated Statements
of Operations for the three months ended September 30, 2021 and 2020 that is
used in the following discussions of our results of operations:
Three Months Ended September 30, 2020 to 2021
2021 2020 Change $
SALES
Vapor sales, net $ 466,181 $ 594,145 $ (127,964)
Grocery sales, net 2,803,327 2,753,648 49,679
TOTAL SALES, NET 3,269,508 3,347,793 (78,285)
Cost of sales vapor 186,522 256,461 (69,939)
Cost of sales grocery 1,706,597 1,729,213 (22,616)
GROSS PROFIT 1,376,389 1,362,119 14,270
OPERATING EXPENSES
Selling, general and administrative 2,427,256 2,195,275 231,981
Impairment of intangible assets - 380,646 (380,646)
Total operating expenses 2,427,256 2,575,921 (148,665)
LOSS FROM OPERATIONS (1,050,867) (1,213,802) 162,935
OTHER INCOME (EXPENSE)
Loss on investment (557) (2,571) 2,014
Interest income (expense), net 1,543 (84,592) 86,135
Total other income (expense), net 986 (87,163) 88,149
NET INCOME (LOSS) $ (1,049,881) $ (1,300,965) $ 251,084
Net Vapor sales decreased $0.1 million to $0.5 million for the three months
ended September 30, 2021 as compared to $0.6 million for the same period in
2020. The decrease in sales is primarily due to a decreased in the number of
stores open during the three months ended September 30, 2021 as compared to the
same period in 2020.
Net Grocery sales increased $50,000 to $2.8 million for the three months
ended September 30, 2021 as compared to $2.8 million for the same period in
2020. The increase in sales is primarily due to a small increase in the customer
count compared to the same period in 2020.
Vapor cost of goods sold for the three months ended September 30, 2021 and 2020
were $0.2 million and $0.3 million, respectively, a decrease of $0.1 million.
The decrease is primarily due to decreases in sales and product costs during
three months ended September 30, 2021 as compared to the same period in 2020.
Gross profit was $0.3 million and $0.3 million for three months ended September
30, 2021 and 2020, respectively.
Grocery cost of goods sold for the three months ended September 30, 2021 and
2020 were $1.7 million and $1.7 million respectively, a decreased of $23,000.
The decrease is primarily due to a decrease in cost of goods sold during the
three months ended September 30, 2021 as compared to the same period in 2020.
Gross profit was $1.1 million and $1.0 million for the three months
ended September 30, 2021 and 2020, respectively.
Total operating expenses decreased $0.1 million to $2.4 million for the three
months ended September 30, 2021 compared to $2.6 million for the same period in
2020. The decrease is primarily attributable to a decrease in the impairment of
intangible assets of $0.4 million, partially offset by an increase in
professional fees of $0.2 million and payroll and employee related cost of $0.1
million.
Net other income of $1,000 for the three months ended September 30, 2021
includes an interest income of $2,000, partially offset by a loss on investment
of $1,000. Net other expense of 87,000 for the three months ended September 30,
2020 includes an interest expense of $85,000 and a loss on investment of $3,000.
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The following table sets forth our unaudited consolidated Statements of
Operations for the nine months ended September 30, 2021 and 2020 that is used in
the following discussions of our results of operations:
Nine Months Ended September 30, 2021 to 2020
2021 2020 Change $
SALES
Vapor sales, net $ 1,671,098 $ 1,888,480 $ (217,382)
Grocery sales, net 8,450,055 8,804,397 (354,342)
TOTAL SALES, NET 10,121,153 10,692,877 (571,724)
Cost of sales vapor 657,171 787,998 (130,827)
Cost of sales grocery 5,133,228 5,461,574 (328,346)
GROSS PROFIT 4,330,754 4,443,305 (112,551)
OPERATING EXPENSES
Selling, general and administrative 6,599,224 6,735,815 (136,591)
Impairment of intangible assets - 380,646 (380,646)
Total operating expenses 6,599,224 7,116,461 (517,237)
LOSS FROM OPERATIONS (2,268,470) (2,673,156) 404,686
OTHER INCOME (EXPENSE)
Gain (loss) on investment 10,954 (13,714) 24,668
Interest expense, net (76,888) (123,969) 47,081
Gain on extinguishment of debt, net 767,930 - 767,930
Total other income (expense), net 701,996 (137,783) 839,779
NET LOSS $ (1,566,474) $ (2,810,939) $ 1,244,465
Net Vapor sales decreased $0.2 million to $1.7 million for the nine months
ended September 30, 2021 as compared to $1.9 million for the same period in
2020. The decrease in sales is primarily due to a decreased in foot traffic for
some stores a result of the Coronavirus (COVID-19) pandemic and a decrease in
the number of stores open during the nine months ended September 30, 2021 as
compared to the same period in 2020.
Net Grocery sales decreased $0.4 million to $8.5 million for the nine months
ended September 30, 2021 as compared to $8.8 million for the same period in
2020. The decrease in sales is primarily due to a consistent decreased in foot
traffic for some stores a result of the Coronavirus (COVID-19) pandemic.
Vapor cost of goods sold for the nine months ended September 30, 2021 and 2020
were $0.7 million and $0.8 million, respectively, a decrease of $0.1 million.
The decrease is primarily due to a decreased in sales and product cost. Gross
profit was $1.0 million and $1.1 million for the nine months ended September 30,
2021 and 2020, respectively.
Grocery cost of goods sold for the nine months ended September 30, 2021 and 2020
were $5.1 million and $5.5 million, respectively, a decrease of $0.3 million.
The decrease is primarily due to decreases in sales and cost of goods sold from
the COVID-19 pandemic. Gross profit was $3.3 million and $3.3 million for the
nine months ended September 30, 2020 and 2020, respectively.
Total operating expenses decreased $0.5 million to $6.6 million for the nine
months ended September 30, 2021 compared to $7.1 million for the same period in
2020. The decrease is primarily attributable to decreases in the impairment of
intangible assets of $0.3 million, office and store expenses of $0.2 million,
payroll and employee related cost of $0.1 million, stock-based compensation of
$42,000, occupancy of $30,000, insurance of $27,000, and taxes, licenses &
permits of $17,000, offset by an increase in professional fees of $0.3 million.
Net other income of $0.7 million for the nine months ended September 30, 2021
includes a gain on extinguishment of debt of $0.8 million and a gain on
investment of $11,000, partially offset by an interest expense of $0.1 million.
Net other expense of $0.1 million for the nine months ended September 30, 2020
includes a loss on investment of $14,000, and interest expense of $124,000.
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Liquidity and Capital Resources
Nine Months Ended September 30,
2021 2020
Net cash provided by (used in)
Operating activities $ (2,044,147) $ (1,653,279)
Investing activities (25,106) (90,311)
Financing activities 27,316,225 3,206,574
$ 25,246,972 $ 1,462,984
Our net cash used in operating activities of $2.0 million for the nine months
ended September 30, 2021 resulted from a net loss of $1.6 million, and a net
cash usage of $0.6 million from changes in operating assets and liabilities,
offset by a non-cash adjustment of $0.1 million. Our net cash used in operating
activities of $1.7 million for the nine months ended September 30, 2020 resulted
from a net loss of $2.8 million and a net cash usage of $0.2 million from
changes in operating assets and liabilities, offset by a non-cash adjustment of
$1.3 million.
The net cash used in investing activities of $25,000 for the nine months
ended September 30, 2021 resulted from the collection of a note receivable, and
purchases of property and equipment. The net cash used in investing activities
of $0.1 million for the nine months ended September 30, 2020 resulted from the
collection of a note receivable, and purchases patents and property and
equipment.
The net cash provided by financing activities of $27.3 million for the nine
months ended September 30, 2021 is due to proceeds received from the Rights
Offering of $24.3 million and a Securities Purchase Agreement of $5.0 million,
partially offset by a principal payment of $2.0 million on the line of credit.
The net cash provided by financing activities of $3.2 million for the nine
months ended September 30, 2020 is due to proceeds received from the loan and
security agreement and the payroll protection program.
At September 30, 2021 and December 31, 2020, we did not have any material
financial guarantees or other contractual commitments with vendors that are
reasonably likely to have an adverse effect on liquidity.
Our cash balances are kept liquid to support our growing acquisition and
infrastructure needs for operational expansion. The majority of our cash and
cash equivalents are concentrated in one financial institution and are generally
in excess of the FDIC insurance limit. The Company has not experienced any
losses on its cash and cash equivalents. The following table presents the
Company's cash position as of September 30, 2021 and December 31, 2020.
September 30, 2021 December 31, 2020
Cash $ 28,172,447 $ 925,475
Total assets $ 36,614,834 $ 11,874,993
Percentage of total assets 76.94% 7.79%
The Company reported a net loss of $1.6 million for the nine months
ended September 30, 2021. The Company also had positive working capital of $28.6
million. The Company expects to continue incurring losses for the foreseeable
future and we do not believe there are any substantial doubts about the
Company's ability to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Critical Accounting Policies and Estimates
Our management's discussion and analysis of financial condition and results of
operations is based on our unaudited condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States, or U.S. GAAP. The preparation of these
condensed consolidated financial statements requires us to exercise considerable
judgment with respect to establishing sound accounting policies and in making
estimates and assumptions that affect the reported amounts of our assets and
liabilities, our recognition of revenues and expenses, and disclosure of
commitments and contingencies at the date of the condensed consolidated
financial statements.
We base our estimates on our historical experience, knowledge of our business
and industry, current and expected economic conditions, the attributes of our
products, the regulatory environment, and in certain cases, the results of
outside appraisals. We periodically re-evaluate our estimates and assumptions
with respect to these judgments and modify our approach when circumstances
indicate that modifications are necessary. These estimates and assumptions form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
While we believe that the factors we evaluate provide us with a meaningful basis
for establishing and applying sound accounting policies, we cannot guarantee
that the results will always be accurate. Since the determination of these
estimates requires the exercise of judgment, actual results could differ from
such estimates.
There have been no material changes to the Company's critical accounting
policies and estimates as compared to the critical accounting policies and
estimates described in the 2020 Annual Report, which we believe are the most
critical to our business and the understanding of our results of operations and
affect the more significant judgments and estimates that we use in the
preparation of our condensed consolidated financial statements.
Seasonality
We do not consider our business to be seasonal.
Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements including statements regarding
retail expansion, the future demand for our products, the transition to
vaporizer and other products, competition, the adequacy of our cash resources
and our authorized Common Stock, and our continued ability to raise capital.
The words "believe," "may," "estimate," "continue," "anticipate," "intend,"
"should," "plan," "could," "target," "potential," "is likely," "will," "expect"
and similar expressions, as they relate to us, are intended to identify
forward-looking statements. We have based these forward-looking statements
largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of
operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors that could cause actual results to differ from
those in the forward-looking statements include our future common stock price,
the timing of future Series D preferred stock exercises and stock sales,
customer acceptance of our products, and proposed federal and state regulation.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise.
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