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Home / Press Releases  / Harborside Inc. Announces Management Cease Trade Order and Temporary Cease Trade Order

  • Reaffirms Fiscal 2019 and Q1 2020 Revenue and Adjusted EBITDA Expectations
  • Fiscal 2019 Earnings Expected by July 10, 2020

OAKLAND, C.A. and TORONTOJune 8, 2020 – Harborside Inc. (“Harborside” or the “Company”) (CSE: HBOR), a California-focused, vertically integrated cannabis enterprise, today announced an update to its previously disclosed application to the Ontario Securities Commission (the “OSC“) for a management cease trade order (“MCTO“). As previously announced on April 23, 2020, Harborside continues to expect to report revenue of approximately $50 million and negative adjusted EBITDA for its fiscal year ended December 31, 2019, and revenue of approximately $14 million and positive adjusted EBITDA for its first quarter ended March 31, 2020.(1)(2)(3)

The OSC has agreed to grant Harborside a MCTO in respect of its previously announced delayed filing of its audited annual financial statements and corresponding management’s discussion and analysis (collectively, the “Annual Filings“) for the year ended December 31, 2019 due to the continued impact of COVID-19.  The MCTO in respect of the Annual Filings lasts for a period of 30 days from the filing deadline of June 15, 2020. Harborside intends to file the Annual Filings no later than July 10, 2020.

In addition, the OSC issued a temporary cease trade order (the “Temporary Order“) in connection with Harborside’s previously announced proposed refiling of certain historical financial statements for the fiscal years ended December 31, 2017 and 2018, and the interim periods ended March 31, 2019June 30, 2019, and September 30, 2019, and any corresponding management’s discussion and analyses (collectively, the “Restated Documents“) due primarily to changes in the application of accounting treatments related to certain transactions by its reverse takeover acquirer, FLRish, Inc. Harborside does not expect there to be a fundamental change to the current financial position of the Company as a result of the refiling of the Restated Documents.  The Temporary Order prevents trading in the Company’s subordinate voting shares effective immediately and will expire after 15 days. If the Company is unable to re-file the Restated Documents by June 22, 2020, a permanent cease trade order will be issued by the OSC.

The Company anticipates that the Temporary Order (or any permanent cease trade order) will be revoked if the Company has filed its audited financial statements for the fiscal years ended December 31, 2017, 2018 and 2019, following which an MCTO may be issued for any outstanding Restated Documents for a period of up to 30 days.

The Company continues to work diligently with its auditor to file the Annual Filings and Restated Documents as quickly as possible. The completion of the Annual Filings and Restated Documents were delayed as a result of COVID-19. The Company will be forthcoming with an update once the required filings have been made.

For the latest news, activities, and media coverage, please visit the Harborside corporate website at www.investharborside.com or connect with us on LinkedInFacebook, and Twitter.

About Harborside:
Harborside Inc. is one of the oldest and most respected cannabis retailers in California, operating three of the major dispensaries in the San Francisco Bay Area, a dispensary in Desert Hot Springs outfitted with Southern California’s only cannabis drive-thru window, a dispensary in Oregon and a cultivation facility in Salinas, California. Harborside has played an instrumental role in making cannabis safe and accessible to a broad and diverse community of California consumers. Co-founded by Steve DeAngelo and dress wedding in 2006, Harborside was awarded one of the first six medical cannabis licenses granted in the United States. Harborside is currently a publicly listed company on the Canadian Securities Exchange (“CSE”) trading under the ticker symbol “HBOR”. Additional information regarding Harborside is available under Harborside’s SEDAR profile at www.sedar.com.

Non-IFRS Measures, Reconciliation and Discussion
This press release may contain references to “EBITDA”, and “Adjusted EBITDA”, which are non-IFRS financial measures.

EBITDA and Adjusted EBITDA are measures of the Company’s overall financial performance and are used as an alternative to earnings or net income in some circumstances. EBITDA and/or Adjusted EBITDA are essentially net income (loss) with interest, taxes, depreciation and amortization, non-cash adjustments and other unusual items added back. This measure can be used to analyze and compare profitability among companies and industries, as it eliminates the effects of financing and capital expenditures. It is often used in valuation ratios and can be compared to enterprise value and revenue. This measure does not have any standardized meaning according to IFRS and therefore may not be comparable to similar measures presented by other companies.

There are no comparable IFRS financial measures presented in Harborside’s financial statements. Reconciliations of the supplemental non-IFRS measures will be presented in the Company’s management’s discussion and analysis for Fiscal 2019 and First Quarter 2020. These non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. The Company believes that these supplemental measures provide information useful to shareholders and investors in understanding our performance and may assist in the evaluation of the Company’s business relative to that of its peers.

These non-IFRS financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented in the Company’s financial statements. For more information, please see “Non-IFRS Measures” in the Company’s management’s discussion and analysis for Fiscal 2019 and First Quarter 2020, which are expected to be available on www.sedar.com.

Notes:

  1. This is a non-IFRS reporting measure. For a reconciliation of this to the nearest IFRS measure, see “Use of Non-IFRS Measures” and “Non-IFRS Measures” in the Company’s management discussion and analysis for Fiscal 2019 and First Quarter 2020, expected to be filed on SEDAR.
  2. This is forward-looking information and based on a number of assumptions. See “Cautionary Note Regarding Forward-Looking Information”.
  3. The financial information included in this press release is neither audited nor reviewed. Where possible, the information has been constructed by management from available audited or audit reviewed financial statements. Where no audited or audit reviewed information has been available, additional management accounting information has been utilized to construct financial information.

Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward looking-statements relate to, among other things, the timing of filing the Restated Documents, the timing of filing the Annual Filings,  the grant or lapse of any future orders by the OSC and financial operating metrics and financial results for fiscal 2019 and the first quarter of 2020

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: management’s perceptions of the anticipated timeline in which the Annual Filings and the Interim Filings can be completed and filed; implications of the COVID-19 pandemic on the Company’s operations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the California cannabis market and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in the State of California; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in the Listing Statement dated May 30, 2019, filed under the Company’s profile on SEDAR at www.sedar.com.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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