Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2018 | Jan. 07, 2019 | |
Document and Entity Information: | ||
Entity Registrant Name | KushCo Holdings, Inc. | |
Entity Central Index Key | 1,604,627 | |
Trading Symbol | kshb | |
Current Fiscal Year End Date | --08-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 80,996,975 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Current assets: | ||
Cash | $ 3,028,436 | $ 13,466,807 |
Accounts receivable, net | 10,339,293 | 8,600,959 |
Prepaid expenses and other current assets | 20,070,569 | 13,623,285 |
Inventory, net | 17,373,565 | 11,813,755 |
Total current assets | 50,811,863 | 47,504,806 |
Goodwill | 49,564,325 | 49,564,325 |
Intangible assets, net | 3,822,100 | 4,487,415 |
Equity investment | 2,326,884 | |
Property and equipment, net | 4,995,604 | 4,135,090 |
Other assets | 1,132,503 | 250,296 |
Total Assets | 112,653,279 | 105,941,932 |
Current liabilities: | ||
Accounts payable | 7,547,053 | 2,821,839 |
Accrued expenses and other current liabilities | 4,402,176 | 2,738,430 |
Contingent cash consideration payable | 672,849 | 754,955 |
Notes payable - current portion | 117,192 | 61,685 |
Line of credit | 6,728,632 | 918,124 |
Total current liabilities | 19,467,902 | 7,295,033 |
Long-term liabilities: | ||
Notes payable | 338,675 | 172,021 |
Warrant liability | 14,646,000 | 14,430,000 |
Deferred rent | 108,479 | 106,032 |
Total long-term liabilities | 15,093,154 | 14,708,053 |
Total liabilities | 34,561,056 | 22,003,086 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 265,000,000 shares authorized, 78,558,571 and 78,273,124 shares issued and outstanding, respectively | 78,559 | 78,273 |
Additional paid-in capital | 97,004,830 | 94,666,689 |
Accumulated deficit | (18,991,166) | (10,806,116) |
Total stockholders' equity | 78,092,223 | 83,938,846 |
Total liabilities and stockholders' equity | $ 112,653,279 | $ 105,941,932 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 2018 | Aug. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 265,000,000 | 265,000,000 |
Common stock, shares issued | 78,558,571 | 78,273,124 |
Common stock, shares outstanding | 78,558,571 | 78,273,124 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 25,319,642 | $ 8,847,115 |
Cost of goods sold | 22,090,504 | 5,766,576 |
Gross profit | 3,229,138 | 3,080,539 |
Operating expenses: | ||
Selling, general and administrative | 12,547,638 | 2,929,096 |
Gain on disposition of assets | (1,254,414) | |
Total operating expenses | 11,293,224 | 2,929,096 |
Income (loss) from operations | (8,064,086) | 151,443 |
Other income (expense): | ||
Change in fair value of warrant liability | (216,000) | |
Change in fair value of equity investment | 536,000 | |
Interest expense | (440,964) | (2,413) |
Total other expense | (120,964) | (2,413) |
(Loss) income before income taxes | (8,185,050) | 149,030 |
Income tax expense | 54,415 | |
Net (loss) income | $ (8,185,050) | $ 94,615 |
Net (loss) income per share: | ||
Basic net (loss) income per common share outstanding (in dollars per share) | $ (0.10) | $ 0 |
Diluted net (loss) income per common share outstanding (in dollars per share) | $ (0.10) | $ 0 |
Basic weighted-average common shares outstanding (in shares) | 78,470,987 | 59,194,323 |
Diluted weighted-average common shares outstanding (in shares) | 78,470,987 | 65,908,368 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 31, 2017 | $ 58,607 | $ 41,529,283 | $ (607,244) | $ 40,980,646 |
Balance (in shares) at Aug. 31, 2017 | 58,607,066 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock sold to investors | $ 1,367 | 4,608,188 | 4,609,555 | |
Stock sold to investors (in shares) | 1,367,172 | |||
Stock option exercises | $ 5 | (5) | ||
Stock option exercises (in shares) | 4,709 | |||
Stock issued for services | $ 27 | 268,081 | 268,108 | |
Stock issued for services (in shares) | 27,231 | |||
Net income (loss) | 94,615 | 94,615 | ||
Balance at Nov. 30, 2017 | $ 60,006 | 46,405,547 | (512,629) | 45,952,924 |
Balance (in shares) at Nov. 30, 2017 | 60,006,178 | |||
Balance at Aug. 31, 2018 | $ 78,273 | 94,666,689 | (10,806,116) | 83,938,846 |
Balance (in shares) at Aug. 31, 2018 | 78,273,124 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock option exercises | $ 282 | 41,219 | 41,501 | |
Stock option exercises (in shares) | 280,971 | |||
Stock issued for services | $ 4 | 2,296,922 | 2,296,926 | |
Stock issued for services (in shares) | 4,476 | |||
Net income (loss) | (8,185,050) | (8,185,050) | ||
Balance at Nov. 30, 2018 | $ 78,559 | $ 97,004,830 | $ (18,991,166) | $ 78,092,223 |
Balance (in shares) at Nov. 30, 2018 | 78,558,571 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ (8,185,050) | $ 94,615 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 508,862 | 243,590 |
Gain on disposition of assets | (1,254,414) | |
Change in fair value of equity investment | (536,000) | |
Stock compensation expense | 1,808,969 | 381,743 |
Change in fair value of warrant liability | 216,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,738,334) | (1,069,410) |
Prepaids | (6,663,159) | (1,545,793) |
Inventory | (5,673,960) | (96,507) |
Other assets | (152,777) | |
Accounts payable | 4,520,681 | 760,577 |
Accrued expenses and other current liabilities | 1,666,193 | 270,868 |
Net cash used in operating activities | (15,482,989) | (960,317) |
Cash flows from investing activities | ||
Acquisition of web domain | (44,321) | |
Security deposits | (25,598) | |
Purchase of property and equipment | (681,408) | (48,580) |
Net cash used in investing activities | (707,006) | (92,901) |
Cash flows from financing activities | ||
Repayment of capital leases | (18,279) | (5,495) |
Repayment of note payable | (333,395) | |
Proceeds from stock option exercises | 41,501 | |
Proceeds from sale of stock | 4,609,555 | |
Drawdown on line of credit | 30,326,556 | 1,500,000 |
Payments on line of credit | (24,516,048) | |
Payments of contingent cash consideration | (82,106) | (85,000) |
Net cash provided by financing activities | 5,751,624 | 5,685,665 |
Net increase (decrease) in cash | (10,438,371) | 4,632,447 |
Cash at beginning of period | 13,466,807 | 916,984 |
Cash at end of period | 3,028,436 | 5,549,431 |
Cash paid for: | ||
Interest | 155,069 | 2,370 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Property and equipment included in accounts payable | 204,533 | |
Capital leases | 240,440 | |
Services prepaid for in common stock | 703,832 | $ 34,077 |
Equity investment | $ 1,790,884 |
NATURE OF BUSINESS AND SIGNIFIC
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business KushCo Holdings, Inc. (“the Company”) was incorporated in the state of Nevada on February 26, 2014. The Company specializes in marketing and selling packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions to customers operating in the regulated medical and recreational cannabis industries. The Company provides custom branding on packaging products, and its testing standards meet the requirements set by the Consumer Product Safety Commission. The Company’s packaging products primarily consists of bottles, bags, tubes and containers. The Company maintains relationships with a broad range of manufacturers and also has sophisticated in-house labeling and customization capabilities. The Company sells a wide selection of vaporizer cartridges with a variety of core materials and heating technologies, as well as a wide selection of batteries to match the cartridges. The Company provides ultra-pure hydrocarbon gases, including isobutene, n-butane, propane, ethanol, pre-mixes, custom blends and other solvents, which are essential in the extraction process. The Company’s wholly-owned subsidiary, The Hybrid Creative, LLC, is a full-service creative agency that serves both cannabis and non-cannabis clients across the U.S., Canada and Europe. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes include the activity of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. All intercompany balances and transactions have been eliminated. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The Company’s operating results for the three months period ended November 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ended August 31, 2019, or for any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the fiscal year ended August 31, 2018. The condensed consolidated balance sheet as of August 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures as required by GAAP. There have been no changes to the Company’s significant accounting policies, other than the adoption of ASC 606, Revenue Recognition, described in its Annual Report on Form 10-K for the fiscal year ended August 31, 2018 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates relied upon in preparing these condensed consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. The Company is subject to a number of risks similar to those of other companies of similar size and having a focus of serving the cannabis industry, including, the development stage of certain products, competition, limited number of suppliers, integration of acquisitions, substantial indebtedness, government regulations, protection of proprietary rights, and dependence on key individuals. Reclassification Certain classifications have been made to the prior year condensed consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net income (loss) or accumulated deficit. Accounts Receivable Trade accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis, thus trade receivables do not bear interest. Trade accounts receivables are periodically evaluated for collectability based on past credit history and their current financial condition. The Company’s allowance for doubtful accounts was $1,535,165 and $999,752 as of November 30, 2018 and August 31, 2018, respectively. Inventory Inventories are stated at the lower of cost or net realizable value using the first-in first out (FIFO) method. The Company’s inventory consists of finished goods of $17,373,565 and $11,813,755 as of November 30, 2018 and August 31, 2018, respectively. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. The Company’s prepaid inventory was $16,680,000 and $11,019,000 as of November 30, 2018 and August 31, 2018, respectively. Net Income (Loss) Per Share The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, "Earnings per Share" (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and common shares equivalents outstanding during the period using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share: Three Months Ended November 30, 2018 2017 Net income (loss) $ (8,185,050 ) $ 94,615 Weighted average common shares outstanding: Basic 78,470,987 59,194,323 Net effect of dilutive options - 1,973,085 Net effect of contingent equity consideration - 4,740,960 Diluted 78,470,987 65,908,368 Earnings per share: Basic $ (0.10 ) $ 0.00 Diluted $ (0.10 ) $ 0.00 Revenue Recognition The Company markets and sells packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions to customers operating in the regulated medical and recreational cannabis industries. The Company expenses fulfillment costs as incurred because the amortization period would be less than one year in accordance with the ASC 606 practical expedient. In accordance with ASC 606, the Company applies the following steps to recognize revenue for the sale of products that reflects the consideration to which the Company expects to be entitled to receive in exchange for the promised goods: 1. Identify the contract with a customer A contract with a customer exists when the Company enters into an enforceable contract with a customer. The contract is based on either the acceptance of standard terms, or the execution of terms and conditions contracts. These contracts define each party's rights, payment terms and other contractual terms and conditions of the sale. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of finished goods and related shipping and handling are accounted for as a single performance obligation. 3. Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. The Company estimates the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. Discounts provided to customers are accounted for as an element of the transaction price and as a reduction to revenue, and were $312,292 and $53,824 for the three months ended November 30, 2018 and 2017, respectively. Revenue is presented net of taxes collected from customers and remitted to governmental authorities. 4. Allocate the transaction price to the performance obligations in the contract The Company’s products are sold at their standalone selling price. 5. Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the finished goods is transferred to the customer. Control of the finished goods is transferred at a point in time, upon delivery to the customer. The period of time between the satisfaction of the performance obligation and when payment is due from the customer is not significant. In the following table, product sales are disaggregated as follows for the three months ended November 30: 2018 2017 Manufacturing $ 24,859,952 $ 8,732,882 Services 459,690 $ 114,233 Total Net Revenue $ 25,319,642 $ 8,847,115 Advertising The Company conducts advertising for the promotion of its products and services. In accordance with ASC subtopic 720-35-25(Topic 720), advertising costs are charged to expense when incurred. Advertising costs were $492,583 and $107,924 for the three months ended November 30, 2018 and 2017, respectively. Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, “ Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
ACQUISITION OF SUMMIT INNOVATIO
ACQUISITION OF SUMMIT INNOVATIONS, LLC | 3 Months Ended |
Nov. 30, 2018 | |
ACQUISITION OF SUMMIT INNOVATIONS, LLC | |
Business Acquisition [Line Items] | |
ACQUISITION OF SUMMIT INNOVATIONS, LLC | NOTE 2 - ACQUISITION OF SUMMIT INNOVATIONS, LLC On May 2, 2018, the Company completed its acquisition of Summit Innovations, LLC (“Summit”), a leading distributor of hydrocarbon gases to the legal cannabis industry. Pursuant to the terms of the merger agreement with Summit, Summit merged with and into KCH Energy, LLC, a wholly-owned subsidiary of the Company, with KCH Energy, LLC as the surviving entity. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Total purchase consideration at closing consisted of 640,000 shares of common stock with a fair value of $3,577,600 and cash consideration of $905,231, net of cash received. Cash consideration of $187,849 and approximately 640,000 shares of common stock were held back by the Company for a period of 15 months for potential post-closing working capital and/or indemnification claims relating to, among other things, breaches of representations, warranties and covenants contained in the merger agreement. The former members of Summit may become entitled to receive earn-out consideration of up to an additional 1,280,000 shares of the Company’s common stock, in the aggregate, based on the net revenue performance of the Summit business during a one-year period following the closing. |
ACQUISITION OF THE HYBRID CREAT
ACQUISITION OF THE HYBRID CREATIVE, LLC | 3 Months Ended |
Nov. 30, 2018 | |
ACQUISITION OF HYBRID CREATIVE, LLC | |
Business Acquisition [Line Items] | |
ACQUISITION OF THE HYBRID CREATIVE, LLC | NOTE 3 - ACQUISITION OF THE HYBRID CREATIVE, LLC On July 11, 2018, the Company completed its acquisition of Zack Darling Creative Associates (“ZDCA”), and its wholly-owned subsidiary The Hybrid Creative, LLC (“Hybrid”), which together operated as a specialist design agency. Pursuant to the terms of the purchase agreement with the members of ZDCA, the Company purchased the entire issued member interest of ZDCA. Following the acquisition, ZDCA operates as a wholly-owned subsidiary of the Company, with Hybrid continuing to operate as wholly-owned subsidiary of ZDCA. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The consideration paid to the members of Hybrid at the closing included cash consideration consisting of an aggregate of $847,187 in cash, net of cash received, $82,106 in cash held back and share consideration consisting of an aggregate of 360,000 shares of the Company’s common stock. The former members of ZDCA may become entitled to receive earn-out payments of up to $1.37 million consisting of a combination of cash and stock payments, based on the net revenue performance of Hybrid during the period September 1, 2018 through August 31, 2019. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 3 Months Ended |
Nov. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 4 - CONCENTRATIONS OF RISK Supplier Concentrations The Company purchases inventory from various suppliers and manufacturers. For the three months ended November 30, 2018, one vendor accounted for approximately 56% of total inventory purchases. For the three months ended November 30, 2017, two vendors accounted for approximately 30% and 13%, respectively, of total inventory purchases. Customer Concentrations During the three months ended November 30, 2018 and 2017, there was one customer which represented over 10% of the Company’s revenues. As of November 30, 2018, there was one customer who represented 16% of accounts receivable. As of November 30, 2017, there were two customers who represented 26% of accounts receivable. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Nov. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 5 - RELATED-PARTY TRANSACTIONS The Company sub-leased its former corporate headquarters from 3 Kings Ventures, LLC, a related party owned by Dallas Imbimbo, Director, Nicholas Kovacevich, Chairman and Chief Executive Officer, and Jeffrey Meng, formerly a greater than 5% stockholder. During the three months ended November 30, 2018 and 2017, the Company made rent payments of $0 and $53,660, respectively, to these related parties. |
SALE OF RUB
SALE OF RUB | 3 Months Ended |
Nov. 30, 2018 | |
Sale Of Rub [Abstract] | |
SALE OF RUB | NOTE 6 – SALE OF RUB On September 21, 2018, Smoke Cartel, Inc. (“Smoke Cartel”) and the Company entered into an agreement to sell a web domain and inventory related to the Company’s Roll-uh-Bowl (“RUB”) product line. The Company received 1,410,145 shares of Smoke Cartel common stock as part of the consideration for this transaction. The fair value of its equity investment as of September 21, 2018 was based upon the closing stock price of Smoke Cartel. The following sets forth the calculation of the gain on disposition of assets upon completion of the sale: Fair value of Smoke Cartel as of September 21, 2018 $ 1,790,884 RUB web domain and inventory sold (536,470 ) Gain on disposition of assets $ 1,254,414 The sale of the RUB assets did not qualify as a discontinued operation as the sale is not a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 - PROPERTY AND EQUIPMENT The major classes of fixed assets consist of the following as of November 30, 2018 and August 31, 2018: November 30, August 31, 2018 2018 Machinery and equipment $ 3,138,820 $ 2,937,784 Vehicles 621,350 380,893 Office Equipment 575,819 385,627 Leasehold improvements 1,483,386 1,318,805 5,819,375 5,023,109 Accumulated Depreciation (1,153,886 ) (888,019 ) $ 4,665,489 $ 4,135,090 Of the $621,350 of vehicles as of November 30, 2018, $240,440 consists of capital leased assets. Depreciation and amortization expense was $265,867 and $55,472, for the three months ended November 30, 2018 and 2017, respectively. Of the $265,867 of depreciation and amortization expense related to tangible assets for the three months ended November 30, 2018, $162,959 is included in selling, general and administrative expense and $102,908 is included in cost of goods sold on the condensed consolidated statements of operations. Of the $55,472 of depreciation and amortization expense for the three months ended November 30, 2017, $13,696 is included in selling, general and administrative expense and $41,776 is included in cost of goods sold on the condensed consolidated statements of operations. The Company’s construction-in-progress assets equaled $330,115 and $0, as of November 30, 2018 and August 31, 2018, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Nov. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 - INTANGIBLE ASSETS Intangible assets consist of the following as of November 30, 2018 and August 31, 2018: As of November 30, 2018 As of August 31, 2018 Weighted Average Estimated Gross Gross Useful Carrying Accumulated Net Carrying Accumulated Net Description Life Value Amortization Amount Value Amortization Amount Domain name 5 years $ 9,321 $ (943 ) $ 8,378 $ 598,605 $ (166,530 ) $ 432,075 Trade name 6 years 2,600,000 (686,111 ) 1,913,889 2,600,000 (577,778 ) 2,022,222 Non-compete agreement 4 years 2,370,000 (470,167 ) 1,899,833 2,370,000 (336,882 ) 2,033,118 $ 4,979,321 $ (1,157,221 ) $ 3,822,100 $ 5,568,605 $ (1,081,190 ) $ 4,487,415 Amortization expense was $242,995 and $188,118, for the three months ended November 30, 2018 and 2017, respectively. The following table shows the remaining amortization expense associated with finite lived intangible assets as of November 30, 2018: Intangible Assets 2019 (Remaining nine months) $ 710,966 2020 947,954 2021 881,288 2022 747,955 2023 528,511 Thereafter 5,426 $ 3,822,100 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Nov. 30, 2018 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 9 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following as of November 30, 2018 and August 31, 2018: November 30, August 31, 2018 2018 Customer deposits $ 1,795,890 $ 768,908 Accrued compensation 1,391,855 992,747 Sales tax payable 415,928 432,491 Other accrued expenses 798,503 544,284 $ 4,402,176 $ 2,738,430 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 - NOTES PAYABLE Automobile Contracts Payable The Company has entered into purchase contracts for its vehicles. The loans and automobile contracts are secured by the vehicles and bear interest at an average interest rate of approximately 4% per annum. Future principal payments on these automobile contracts payable is summarized in the table below: Principal Due (Unaudited) 2019 (Remaining nine months) $ 88,971 2020 116,297 2021 110,728 2022 112,767 2023 27,104 $ 455,867 |
LOAN AGREEMENT
LOAN AGREEMENT | 3 Months Ended |
Nov. 30, 2018 | |
Loan Agreement [Abstract] | |
LOAN AGREEMENT | NOTE 11 - LOAN AGREEMENT On November 16, 2017, the Company and its wholly-owned subsidiary KIM International Corporation (“KIM”) as borrowers, and all of the Company’s other subsidiaries, as credit parties, entered into a Loan and Security Agreement (the “Loan Agreement”) with Gerber Finance Inc., as lender (“Gerber”), effective as of November 6, 2017. The Loan Agreement originally provided a secured revolving credit facility (the “Revolving Line”) in an aggregate principal amount of up to $2.0 million at any time outstanding. Under the original terms of the Loan Agreement, the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding cannot exceed up to 85% of the Company’s eligible receivables minus reserves. Under the terms of the Loan Agreement, the Company may also request letters of credit from Gerber. The proceeds of the loans under the Loan Agreement will be used for working capital and general corporate purposes. The Revolving Line has a maturity date of November 6, 2019. Borrowings under the Revolving Line accrues interest at a rate based on the prime rate as customarily defined, plus a margin of 3.0%. On March 8, 2018, the Company and KIM entered into a first amendment to the Loan Agreement with Gerber. Pursuant to the first amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $4.0 million and the principal amount of loans, plus the face amount of any outstanding letters of credit, at any time outstanding could not exceed the lesser of (i) 40% of the value of certain inventory and (ii) 50% of certain accounts receivable. On November 9, 2018, the Company and KIM entered into a second amendment to the Loan Agreement with Gerber. Pursuant to the second amendment, the aggregate principal amount of the Revolving Line at any time outstanding was increased to $8.0 million. Additionally, subject to certain exceptions, the face amount of any outstanding letters of credit, at any time outstanding cannot exceed the lesser of (i) 25% of the value of certain inventory (increasing to 40% upon receipt of certain landlord waivers) and (ii) 50% of certain accounts receivable. During the three months ended November 30, 2018, the Company drew down $30,326,556 from its line of credit and repaid $24,516,048. As of November 30, 2018, the amount outstanding on the Revolving Line was $6,728,632. |
CONTINGENT CASH CONSIDERATION
CONTINGENT CASH CONSIDERATION | 3 Months Ended |
Nov. 30, 2018 | |
Business Combination, Contingent Consideration Arrangements [Abstract] | |
CONTINGENT CASH CONSIDERATION | NOTE 12 - CONTINGENT CASH CONSIDERATION The Company has contingent consideration outstanding associated with its prior business combinations. The Company accounts for business combinations under the acquisition method and allocates the total purchase price for acquired businesses to the tangible and identified intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. A liability for contingent consideration, if applicable, is recorded at fair value as of the acquisition date and, evaluated each period for changes in the fair value and adjusted as appropriate. The Company’s contingent consideration as of November 30, 2018 was $672,849, consisting of $187,849 from the Summit acquisition and $485,000 from the Hybrid acquisition. The Company’s contingent consideration as of August 31, 2018 was $754,955, consisting of $187,849 from the Summit acquisition and $532,106 from the Hybrid acquisition. |
WARRANT LIABILITY
WARRANT LIABILITY | 3 Months Ended |
Nov. 30, 2018 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITY | NOTE 13 - WARRANT LIABILITY In June of 2018, the Company issued warrants to purchase 3,750,000 shares of its common stock to investors in a registered direct offering. The warrants have a term of five years from the date of issuance. The exercise price of the warrants is protected in the event the Company issues securities with a variable conversion or exercise price during the three-year period following the warrants’ issuance, and the Company is contractually prohibited from making such issuances during the three-year period. Pursuant to ASC Topic 815, the fair value of the warrants of $15,350,000 was recorded as a derivative liability on the issuance dates. The estimated fair values of the warrants were computed at issuance using an option pricing model. The estimated fair value of the outstanding warrant liabilities was $14,646,000 and $14,430,000 as of November 30, 2018 and August 31, 2018, respectively. Increases or decreases in the fair value of the derivative liability are included as a component of other income (expense) in the accompanying condensed consolidated statements of operations for the respective period. The changes to the derivative liability for warrants resulted in an increase of $216,000 in warrant liability and a corresponding loss for the three months ended November 30, 2018. The estimated fair value of the warrants was computed as of November 30, 2018 and August 31, 2018 using the following assumptions: November 30, August 31, 2018 2018 Stock price volatility 86.3% 78.1% - 81.1% Risk-free interest rates 2.83% 2.72% - 2.74% Annual dividend yield 0% 0% Term 4.5 3.8 - 4.0 In addition, management assessed the probabilities of future financing assumptions in the valuation models. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Nov. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value measurements are performed in accordance with the guidance provided by ASC Topic 820, “Fair Value Measurements and Disclosures.” ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, capital lease obligations and deferred revenue approximate their fair values based on their short-term nature. The carrying amount of the Company’s long-term notes payable approximates its fair value based on interest rates available to the Company for similar debt instruments and similar remaining maturities. The estimated fair value of the contingent consideration related to the Company's business combinations is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument. The Company accounts for its investment in Smoke Cartel at fair value. On September 21, 2018, Smoke Cartel and the Company entered into an agreement to sell the RUB web domain and inventory related to this product line and in exchange, received 1,410,145 shares of Smoke Cartel common stock (see Note 6 above.) The fair value of its investment as of September 21, 2018 and November 30, 2018 was based upon the closing stock price of Smoke Cartel. The investment was classified as a Level 2 financial instrument. In connection with the Company’s registered direct offering in June 2018, the Company issued warrants to purchase shares of its common stock and recorded embedded conversion features which are accounted for as derivative liabilities (see Note 13 above.) The estimated fair value of the derivatives is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments, which includes the Level 2 assets and the Level 3 liabilities: Fair Value at November 30, 2018 Total Level 1 Level 2 Level 3 Assets: Equity investment $ 2,326,884 $ - $ 2,326,884 $ - Liabilities: Contingent cash consideration payable $ 672,849 $ - $ - $ 672,849 Warrant liability 14,646,000 14,646,000 Total liabilities $ 15,318,849 $ - $ - $ 15,318,849 Fair Value at August 31, 2018 Total Level 1 Level 2 Level 3 Liabilities: Contingent cash consideration payable $ 754,955 $ - $ - $ 754,955 Warrant liability 14,430,000 - - 14,430,000 Total liabilities $ 15,184,955 $ - $ - $ 15,184,955 The following table reflects the activity for the Company’s investment in Smoke Cartel measured at fair value using Level 2 inputs: I nvestment in Smoke Cartel Balance at August 31, 2018 $ - Acquisition of equity investment 1,790,884 Adjustment to fair value 536,000 Balance at November 30, 2018 $ 2,326,884 The following table reflects the activity for the Company’s warrant derivative liability measured at fair value using Level 3 inputs: Warrant Liability Balance at August 31, 2018 $ 14,430,000 Adjustment to fair value 216,000 Balance at November 30, 2018 $ 14,646,000 The following table reflects the activity for the Company’s contingent consideration measured at fair value using Level 3 inputs: Contingent Consideration Balance at August 31, 2018 $ 754,955 Contingent consideration payments (82,106 ) Balance at November 30, 2018 $ 672,849 The fair value of contingent consideration is evaluated each reporting period using projected revenues, discount rates, and projected timing of revenues. Projected contingent payment amounts are discounted back to the current period using a discount rate. Projected revenues are based on the Company’s most recent internal operational budgets and projections. Increases in projected revenues may result in higher fair value measurements. Increases in discount rates and the time to payment may result in lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement. During the three months ended November 30, 2018 and 2017, the net adjustment to the fair value of the Company’s contingent consideration was $0. The weighted-average of the discount rates used was 17% as of November 30, 2018 and August 31, 2018. The projected year of payment ranges from 2019 to 2023. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Nov. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 15 - STOCKHOLDERS' EQUITY Preferred Stock The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of November 30, 2018, and August 31, 2018, the Company has no shares of preferred stock issued or outstanding. Common Stock The authorized common stock is 265,000,000 shares with a par value of $0.001. As of November 30, 2018, and August 31, 2018, 78,558,571 and 78,273,124 shares were issued and outstanding, respectively. During the three months ended November 30, 2017, the Company sold 1,367,172 shares of its common stock to investors in exchange for cash of $2,045,505. For the same period ended November 30, 2017, the Company collected $2,564,050 of cash in advance of issuing the related 1,709,366 shares in the subsequent period. Share-based Compensation The Company recorded stock compensation expense of $1,808,969 and $381,743 for the three-month periods ended November 30, 2018 and 2017, respectively, in connection with the issuance of shares of common stock and options to purchase common stock. During the three months period ended November 30, 2018, the Company authorized to issue shares of common stock to consultants in exchange for $124,098 of services rendered and $703,832 of prepaid services, for a total of $827,930. The $703,832 of prepaid services is included in prepaid expenses on the condensed consolidated balance sheet as of November 30, 2018. The total fair value of shares vested during the three month period November 30, 2018 is $1,468,996. This amount is included in stock compensation expense on the condensed consolidated statements of operations. During the three months period ended November 30, 2018, the Company issued 4,476 shares of common stock to a consultant in exchange for services rendered. During the three months period ended November 30, 2017, the Company issued 27,231 shares of common stock to consultants in exchange for $20,000 of services rendered and $34,077 of prepaid services, for a total of $54,077. The total fair value of options vested during the three month period November 30, 2017 is $214,031. This amount is included in stock compensation expense on the condensed consolidated statements of operations. Stock Options The Company’s 2016 Stock Incentive Plan (the “Plan”) was adopted on February 9, 2016. The Plan, as amended, permits the grant of share options and shares to its employees and directors for up to 15,000,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant; those option awards generally vest based on three years of continuous service and have 10-year contractual terms. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted during the three months ended November 30, 2018 and 2017: November 30, November 30, 2018 2017 Expected term in years 3 1-4 Expected volatility 82% - 87% 60% Risk-free interest rate 2.70% - 3.01% 1.14% - 1.97% Expected dividend yield 0% 0% The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on management's analysis of historical volatility for comparable companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. During the three months ended November 30, 2018 and 2017, the Company issued 2,494,500 and 960,500 stock options, respectively, pursuant to the Company’s 2016 Stock Incentive Plan. A summary of the Company’s stock option activity during the three-month period ended November 30, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Price Term (in years) Value Balance Outstanding, August 31, 2018 9,367,693 $ 3.85 9.1 $ 14,463,235 Granted 2,494,500 $ 5.61 9.8 664,750 Exercised (287,499 ) $ 0.29 - - Forfeited (736,947 ) $ 3.85 - - Balance Outstanding, November 30, 2018 10,837,747 $ 4.35 9.3 $ 15,671,112 Exercisable, November 30, 2018 2,814,806 $ 2.78 8.0 $ 7,212,336 The weighted-average grant-date fair value of options granted during the three months ended November 30, 2018 and 2017, was $3.10 and $2.25, respectively. The weighted-average grant-date fair value of options forfeited during the three months ended November 30, 2018 was $2.01. During the three months ended November 30, 2018, the Company issued 266,667 shares of common stock in exchange for $41,501, pursuant to stock option exercises and issued 18,748 shares of common stock pursuant to a cashless exercise of 20,831 stock options. During the three months ended November 30, 2017, the Company issued 4,709 shares of common stock pursuant to cashless exercises of 10,000 stock options. As of November 30, 2018, there was $17,836,723 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.3 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Nov. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 - COMMITMENTS AND CONTINGENCIES Other Commitments In the ordinary course of business, the Company may enter into contractual purchase obligations and other agreements that are legally binding and specify certain minimum payment terms. Litigation The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Nov. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS Subsequent to November 30, 2018 and through January 4, 2019, the Company sold 2,307,141 shares of its common stock to investors in exchange for aggregate gross proceeds of $9,468,394 in a private placement. |
NATURE OF BUSINESS AND SIGNIF_2
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business KushCo Holdings, Inc. (“the Company”) was incorporated in the state of Nevada on February 26, 2014. The Company specializes in marketing and selling packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions to customers operating in the regulated medical and recreational cannabis industries. The Company provides custom branding on packaging products, and its testing standards meet the requirements set by the Consumer Product Safety Commission. The Company’s packaging products primarily consists of bottles, bags, tubes and containers. The Company maintains relationships with a broad range of manufacturers and also has sophisticated in-house labeling and customization capabilities. The Company sells a wide selection of vaporizer cartridges with a variety of core materials and heating technologies, as well as a wide selection of batteries to match the cartridges. The Company provides ultra-pure hydrocarbon gases, including isobutene, n-butane, propane, ethanol, pre-mixes, custom blends and other solvents, which are essential in the extraction process. The Company’s wholly-owned subsidiary, The Hybrid Creative, LLC, is a full-service creative agency that serves both cannabis and non-cannabis clients across the U.S., Canada and Europe. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes include the activity of the Company and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. All intercompany balances and transactions have been eliminated. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The Company’s operating results for the three months period ended November 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ended August 31, 2019, or for any other period. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the fiscal year ended August 31, 2018. The condensed consolidated balance sheet as of August 31, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures as required by GAAP. There have been no changes to the Company’s significant accounting policies, other than the adoption of ASC 606, Revenue Recognition, described in its Annual Report on Form 10-K for the fiscal year ended August 31, 2018 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates relied upon in preparing these condensed consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, stock-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. The Company is subject to a number of risks similar to those of other companies of similar size and having a focus of serving the cannabis industry, including, the development stage of certain products, competition, limited number of suppliers, integration of acquisitions, substantial indebtedness, government regulations, protection of proprietary rights, and dependence on key individuals. |
Reclassification | Reclassification Certain classifications have been made to the prior year condensed consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net income (loss) or accumulated deficit. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis, thus trade receivables do not bear interest. Trade accounts receivables are periodically evaluated for collectability based on past credit history and their current financial condition. The Company’s allowance for doubtful accounts was $1,535,165 and $999,752 as of November 30, 2018 and August 31, 2018, respectively. |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value using the first-in first out (FIFO) method. The Company’s inventory consists of finished goods of $17,373,565 and $11,813,755 as of November 30, 2018 and August 31, 2018, respectively. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. The Company’s prepaid inventory was $16,680,000 and $11,019,000 as of November 30, 2018 and August 31, 2018, respectively. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, "Earnings per Share" (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and common shares equivalents outstanding during the period using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share: Three Months Ended November 30, 2018 2017 Net income (loss) $ (8,185,050) $ 94,615 Weighted average common shares outstanding: Basic 78,470,987 59,194,323 Net effect of dilutive options - 1,973,085 Net effect of contingent equity consideration - 4,740,960 Diluted 78,470,987 65,908,368 Earnings per share: Basic $ (0.10 ) $ 0.00 Diluted $ (0.10 ) $ 0.00 |
Revenue Recognition | Revenue Recognition The Company markets and sells packaging products, vaporizers, hydrocarbon gases, solvents, accessories and branding solutions to customers operating in the regulated medical and recreational cannabis industries. The Company expenses fulfillment costs as incurred because the amortization period would be less than one year in accordance with the ASC 606 practical expedient. In accordance with ASC 606, the Company applies the following steps to recognize revenue for the sale of products that reflects the consideration to which the Company expects to be entitled to receive in exchange for the promised goods: 1. Identify the contract with a customer A contract with a customer exists when the Company enters into an enforceable contract with a customer. The contract is based on either the acceptance of standard terms, or the execution of terms and conditions contracts. These contracts define each party's rights, payment terms and other contractual terms and conditions of the sale. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer. 2. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. The Company has concluded the sale of finished goods and related shipping and handling are accounted for as a single performance obligation. 3. Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. The Company estimates the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. Discounts provided to customers are accounted for as an element of the transaction price and as a reduction to revenue, and were $312,292 and $53,824 for the three months ended November 30, 2018 and 2017, respectively. Revenue is presented net of taxes collected from customers and remitted to governmental authorities. 4. Allocate the transaction price to the performance obligations in the contract The Company’s products are sold at their standalone selling price. 5. Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the finished goods is transferred to the customer. Control of the finished goods is transferred at a point in time, upon delivery to the customer. The period of time between the satisfaction of the performance obligation and when payment is due from the customer is not significant. In the following table, product sales are disaggregated as follows for the three months ended November 30: 2018 2017 Manufacturing $ 24,859,952 $ 8,732,882 Services 459,690 $ 114,233 Total Net Revenue $ 25,319,642 $ 8,847,115 |
Advertising | Advertising The Company conducts advertising for the promotion of its products and services. In accordance with ASC subtopic 720-35-25(Topic 720), advertising costs are charged to expense when incurred. Advertising costs were $492,583 and $107,924 for the three months ended November 30, 2018 and 2017, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, “ Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Other Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
NATURE OF BUSINESS AND SIGNIF_3
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of basic and diluted earnings per share | Three Months Ended November 30, 2018 2017 Net income (loss) $ (8,185,050 ) $ 94,615 Weighted average common shares outstanding: Basic 78,470,987 59,194,323 Net effect of dilutive options - 1,973,085 Net effect of contingent equity consideration - 4,740,960 Diluted 78,470,987 65,908,368 Earnings per share: Basic $ (0.10 ) $ 0.00 Diluted $ (0.10 ) $ 0.00 |
Schedule of disaggregation of revenue | 2018 2017 Manufacturing $ 24,859,952 $ 8,732,882 Services 459,690 $ 114,233 Total Net Revenue $ 25,319,642 $ 8,847,115 |
SALE OF RUB (Tables)
SALE OF RUB (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Sale Of Rub [Abstract] | |
Schedule of gain on disposition of assets | Fair value of Smoke Cartel as of September 21, 2018 $ 1,790,884 RUB web domain and inventory sold (536,470 ) Gain on disposition of assets $ 1,254,414 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | November 30, August 31, 2018 2018 Machinery and equipment $ 3,138,820 $ 2,937,784 Vehicles 621,350 380,893 Office Equipment 575,819 385,627 Leasehold improvements 1,483,386 1,318,805 5,819,375 5,023,109 Accumulated Depreciation (1,153,886 ) (888,019 ) $ 4,665,489 $ 4,135,090 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of November 30, 2018 As of August 31, 2018 Weighted Average Estimated Gross Gross Useful Carrying Accumulated Net Carrying Accumulated Net Description Life Value Amortization Amount Value Amortization Amount Domain name 5 years $ 9,321 $ (943 ) $ 8,378 $ 598,605 $ (166,530 ) $ 432,075 Trade name 6 years 2,600,000 (686,111 ) 1,913,889 2,600,000 (577,778 ) 2,022,222 Non-compete agreement 4 years 2,370,000 (470,167 ) 1,899,833 2,370,000 (336,882 ) 2,033,118 $ 4,979,321 $ (1,157,221 ) $ 3,822,100 $ 5,568,605 $ (1,081,190 ) $ 4,487,415 |
Schedule of remaining amortization expense associated with finite lived intangible assets | Intangible Assets 2019 (Remaining nine months) $ 710,966 2020 947,954 2021 881,288 2022 747,955 2023 528,511 Thereafter 5,426 $ 3,822,100 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accrued liabilities | November 30, August 31, 2018 2018 Customer deposits $ 1,795,890 $ 768,908 Accrued compensation 1,391,855 992,747 Sales tax payable 415,928 432,491 Other accrued expenses 798,503 544,284 $ 4,402,176 $ 2,738,430 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Principal Due (Unaudited) 2019 (Remaining nine months) $ 88,971 2020 116,297 2021 110,728 2022 112,767 2023 27,104 $ 455,867 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Warrant Liabilities [Abstract] | |
Schedule of estimated fair value of the warrants | November 30, August 31, 2018 2018 Stock price volatility 86.3% 78.1% - 81.1% Risk-free interest rates 2.83% 2.72% - 2.74% Annual dividend yield 0% 0% Term 4.5 3.8 - 4.0 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial instruments | Fair Value at November 30, 2018 Total Level 1 Level 2 Level 3 Assets: Equity investment $ 2,326,884 $ - $ 2,326,884 $ - Liabilities: Contingent cash consideration payable $ 672,849 $ - $ - $ 672,849 Warrant liability 14,646,000 14,646,000 Total liabilities $ 15,318,849 $ - $ - $ 15,318,849 Fair Value at August 31, 2018 Total Level 1 Level 2 Level 3 Liabilities: Contingent cash consideration payable $ 754,955 $ - $ - $ 754,955 Warrant liability 14,430,000 - - 14,430,000 Total liabilities $ 15,184,955 $ - $ - $ 15,184,955 |
Schedule of fair value investment in smoke cartel | I nvestment in Smoke Cartel Balance at August 31, 2018 $ - Acquisition of equity investment 1,790,884 Adjustment to fair value 536,000 Balance at November 30, 2018 $ 2,326,884 |
Schedule of warrant derivative liability | Warrant Liability Balance at August 31, 2018 $ 14,430,000 Adjustment to fair value 216,000 Balance at November 30, 2018 $ 14,646,000 |
Schedule of contingent consideration measured at fair value | Contingent Consideration Balance at August 31, 2018 $ 754,955 Contingent consideration payments (82,106 ) Balance at November 30, 2018 $ 672,849 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of assumptions used | November 30, November 30, 2018 2017 Expected term in years 3 1-4 Expected volatility 82% - 87% 60% Risk-free interest rate 2.70% - 3.01% 1.14% - 1.97% Expected dividend yield 0% 0% |
Schedule of stock option activity | Weighted Weighted Average Average Remaining Aggregate Stock Exercise Contractual Intrinsic Options Price Term (in years) Value Balance Outstanding, August 31, 2018 9,367,693 $ 3.85 9.1 $ 14,463,235 Granted 2,494,500 $ 5.61 9.8 664,750 Exercised (287,499 ) $ 0.29 - - Forfeited (736,947 ) $ 3.85 - - Balance Outstanding, November 30, 2018 10,837,747 $ 4.35 9.3 $ 15,671,112 Exercisable, November 30, 2018 2,814,806 $ 2.78 8.0 $ 7,212,336 |
NATURE OF BUSINESS AND SIGNIF_4
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted earnings per share (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Accounting Policies [Abstract] | ||
Net income (loss) | $ (8,185,050) | $ 94,615 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 78,470,987 | 59,194,323 |
Net effect of dilutive options (in shares) | 0 | 1,973,085 |
Net effect of contingent equity consideration (in shares) | 0 | 4,740,960 |
Diluted (in shares) | 78,470,987 | 65,908,368 |
Earnings per share: | ||
Basic (in dollars per share) | $ (0.10) | $ 0 |
Diluted (in dollars per share) | $ (0.10) | $ 0 |
NATURE OF BUSINESS AND SIGNIF_5
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Summary of revenue of product sales (Details 1) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Product Information [Line Items] | ||
Total Net Revenue | $ 25,319,642 | $ 8,847,115 |
Manufacturing | ||
Product Information [Line Items] | ||
Total Net Revenue | 24,859,952 | 8,732,882 |
Services | ||
Product Information [Line Items] | ||
Total Net Revenue | $ 459,690 | $ 114,233 |
NATURE OF BUSINESS AND SIGNIF_6
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allowance for doubtful accounts | $ 1,535,165 | $ 999,752 | |
Inventory finished goods | 17,373,565 | 11,813,755 | |
Prepaid inventory | 16,680,000 | $ 11,019,000 | |
Discounts provided to customers of transaction price and as a reduction to revenue | 312,292 | $ 53,824 | |
Advertising costs | $ 492,583 | $ 107,924 |
ACQUISITION OF SUMMIT INNOVAT_2
ACQUISITION OF SUMMIT INNOVATIONS, LLC (Detail Textuals) - ACQUISITION OF SUMMIT INNOVATIONS, LLC | May 02, 2018USD ($)shares |
Business Acquisition [Line Items] | |
Cash consideration, aggregated in cash | $ | $ 905,231 |
Cash held back | $ | $ 187,849 |
Share consideration held back period | 15 months |
Fair value of shares issued for purchase consideration | $ | $ 3,577,600 |
Common Stock | |
Business Acquisition [Line Items] | |
Company stock (in shares) | shares | 640,000 |
Number of shares issued for purchase consideration (in shares) | shares | 640,000 |
Common Stock | Earn-out Consideration | |
Business Acquisition [Line Items] | |
Maximum earn out consideration of common stock shares to be entitled to members | shares | 1,280,000 |
ACQUISITION OF THE HYBRID CRE_2
ACQUISITION OF THE HYBRID CREATIVE, LLC (Detail Textuals) - USD ($) | Jul. 11, 2018 | Nov. 30, 2018 | Aug. 31, 2018 |
Business Acquisition [Line Items] | |||
Contingent earn out consideration realized | $ 672,849 | $ 754,955 | |
ACQUISITION OF HYBRID CREATIVE, LLC | |||
Business Acquisition [Line Items] | |||
Cash consideration, aggregated in cash | $ 847,187 | ||
Cash held back | $ 82,106 | ||
Aggregate shares common stock (in shares) | 360,000 | ||
ACQUISITION OF HYBRID CREATIVE, LLC | Earn-out Consideration | |||
Business Acquisition [Line Items] | |||
Contingent earn out consideration realized | $ 1,370,000 |
CONCENTRATIONS OF RISK (Detail
CONCENTRATIONS OF RISK (Detail Textuals) | 3 Months Ended | |
Nov. 30, 2018VendorCustomer | Nov. 30, 2017VendorCustomer | |
Purchase | Supplier Concentration Risk | ||
Concentration Risk [Line Items] | ||
Number of vendors | Vendor | 1 | 2 |
Concentration risk description | one vendor accounted for approximately 56% of total inventory purchases | two vendors accounted for approximately 30% and 13%, respectively, of total inventory purchases |
Concentration risk, percentage | 56.00% | |
Purchase | Supplier Concentration Risk | Vendor 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 30.00% | |
Purchase | Supplier Concentration Risk | Vendor 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Revenue | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk description | one customer which represented over 10% of the Company's revenues | one customer which represented over 10% of the Company's revenues |
Concentration risk, percentage | 10.00% | 10.00% |
Number of customer | 1 | 1 |
Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk description | one customer who represented 16% of accounts receivable | two customers who represented 26% of accounts receivable |
Concentration risk, percentage | 16.00% | 26.00% |
Number of customer | 1 | 2 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Related Party Transactions [Abstract] | ||
Related party transaction ownership percentage | greater than 5% stockholder | |
Rent payment to related parties | $ 0 | $ 53,660 |
SALE OF RUB (Details)
SALE OF RUB (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Sep. 21, 2018 | Nov. 30, 2018 | |
Product Information [Line Items] | ||
Gain on disposition of assets | $ 1,254,414 | |
Smoke Cartel, Inc. | ||
Product Information [Line Items] | ||
Fair value of Smoke Cartel as of September 21, 2018 | $ 1,790,884 | |
RUB web domain and inventory sold | (536,470) | |
Gain on disposition of assets | $ 1,254,414 |
SALE OF RUB (Detail Textuals)
SALE OF RUB (Detail Textuals) | 1 Months Ended |
Sep. 21, 2018shares | |
Smoke Cartel, Inc. | |
Product Information [Line Items] | |
Common stock issued for consideration to sell web domain and inventory related to Roll-uh-Bowl ("RUB") product line | 1,410,145 |
PROPERTY AND EQUIPMENT - Major
PROPERTY AND EQUIPMENT - Major classes of fixed assets (Details) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,819,375 | $ 5,023,109 |
Accumulated Depreciation | (1,153,886) | (888,019) |
Property, plant and equipment, net | 4,665,489 | 4,135,090 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,138,820 | 2,937,784 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 621,350 | 380,893 |
Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 575,819 | 385,627 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,483,386 | $ 1,318,805 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($) | 3 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 5,819,375 | $ 5,023,109 | |
Depreciation expense | 265,867 | $ 55,472 | |
Construction in progress | 330,115 | 0 | |
Selling, general and administrative expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | 162,959 | 13,696 | |
Cost of goods sold | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | 102,908 | $ 41,776 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 621,350 | $ 380,893 | |
Capital leased assets | $ 240,440 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Aug. 31, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,979,321 | $ 5,568,605 |
Accumulated Amortization | (1,157,221) | (1,081,190) |
Net Amount | $ 3,822,100 | 4,487,415 |
Domain name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average estimated useful life | 5 years | |
Gross Carrying Value | $ 9,321 | 598,605 |
Accumulated Amortization | (943) | (166,530) |
Net Amount | $ 8,378 | 432,075 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average estimated useful life | 6 years | |
Gross Carrying Value | $ 2,600,000 | 2,600,000 |
Accumulated Amortization | (686,111) | (577,778) |
Net Amount | $ 1,913,889 | 2,022,222 |
Non-compete agreement | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average estimated useful life | 4 years | |
Gross Carrying Value | $ 2,370,000 | 2,370,000 |
Accumulated Amortization | (470,167) | (336,882) |
Net Amount | $ 1,899,833 | $ 2,033,118 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details 1) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Year ended August 31, | ||
2019 (Remaining nine months) | $ 710,966 | |
2,020 | 947,954 | |
2,021 | 881,288 | |
2,022 | 747,955 | |
2,023 | 528,511 | |
Thereafter | 5,426 | |
Amortization expense | $ 3,822,100 | $ 4,487,415 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL (Detail Textuals) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 242,995 | $ 188,118 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Accrued Liabilities And Other Liabilities Current [Abstract] | ||
Customer deposits | $ 1,795,890 | $ 768,908 |
Accrued compensation | 1,391,855 | 992,747 |
Sales tax payable | 415,928 | 432,491 |
Other accrued expenses | 798,503 | 544,284 |
Accrued expenses and other current liabilities | $ 4,402,176 | $ 2,738,430 |
NOTES PAYABLE - Automobile Cont
NOTES PAYABLE - Automobile Contracts Payable (Details) | Nov. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 (Remaining nine months) | $ 88,971 |
2,020 | 116,297 |
2,021 | 110,728 |
2,022 | 112,767 |
2,023 | 27,104 |
Total | $ 455,867 |
NOTES PAYABLE (Detail Textuals)
NOTES PAYABLE (Detail Textuals) | Nov. 30, 2018 |
Loans and automobile contract | |
Debt Instrument [Line Items] | |
Average interest rate | 4.00% |
LOAN AGREEMENT (Detail Textuals
LOAN AGREEMENT (Detail Textuals) - USD ($) | Nov. 09, 2018 | Mar. 08, 2018 | Nov. 06, 2017 | Nov. 30, 2018 | Nov. 30, 2017 |
Line of Credit Facility [Line Items] | |||||
Drawdown on line of credit | $ 30,326,556 | $ 1,500,000 | |||
Payments on line of credit | 24,516,048 | ||||
Fair value of amount outstanding | $ 6,728,632 | ||||
Loan and Security Agreement (the "Loan Agreement") | Kim International Corporation | Gerber Finance Inc., as lender ("Gerber") | Secured revolving credit facility (the "Revolving Line") | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 8,000,000 | $ 4,000,000 | $ 2,000,000 | ||
Percentage of threshold maximum borrowing capacity | 85.00% | ||||
Maturity date | Nov. 6, 2019 | ||||
Margin added in interest rate | 3.00% | ||||
Letters of credit, maximum percentage of inventory | 25.00% | 40.00% | |||
Letters of credit, maximum percentage of inventory increasing upon receipt of certain landlord waivers | 40.00% | ||||
Letters of credit, maximum percentage of accounts receivable | 50.00% | 50.00% |
CONTINGENT CASH CONSIDERATION (
CONTINGENT CASH CONSIDERATION (Detail Textuals) - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 672,849 | $ 754,955 |
Acquisition of Summit Innovations, LLC | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 187,849 | 187,849 |
Acquisition Of The Hybrid Creative, Llc | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 485,000 | $ 532,106 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) | Nov. 30, 2018 | Aug. 31, 2018 |
Stock price volatility | ||
Credit Derivatives [Line Items] | ||
Measurement input | 86.3 | |
Stock price volatility | Maximum | ||
Credit Derivatives [Line Items] | ||
Measurement input | 81.1 | |
Stock price volatility | Minimum | ||
Credit Derivatives [Line Items] | ||
Measurement input | 78.1 | |
Risk-free interest rates | ||
Credit Derivatives [Line Items] | ||
Measurement input | 2.83 | |
Risk-free interest rates | Maximum | ||
Credit Derivatives [Line Items] | ||
Measurement input | 2.74 | |
Risk-free interest rates | Minimum | ||
Credit Derivatives [Line Items] | ||
Measurement input | 2.72 | |
Annual dividend yield | ||
Credit Derivatives [Line Items] | ||
Measurement input | 0 | 0 |
Expected term (years) | ||
Credit Derivatives [Line Items] | ||
Term of outstanding warrant liabilities | 4 years 6 months | |
Expected term (years) | Maximum | ||
Credit Derivatives [Line Items] | ||
Term of outstanding warrant liabilities | 4 years | |
Expected term (years) | Minimum | ||
Credit Derivatives [Line Items] | ||
Term of outstanding warrant liabilities | 3 years 9 months 18 days |
WARRANT LIABILITY (Detail Textu
WARRANT LIABILITY (Detail Textuals) - Derivative [Member] - USD ($) | 3 Months Ended | ||
Nov. 30, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | |
Credit Derivatives [Line Items] | |||
Number of warrants issued | 3,750,000 | ||
Term of outstanding warrant liabilities | 5 years | ||
Estimated fair value of outstanding warrant liabilities | $ 14,646,000 | $ 14,430,000 | $ 15,350,000 |
Changes in derivative liability | $ 216,000 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Recurring - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Assets: | ||
Equity investment | $ 2,326,884 | |
Liabilities | ||
Contingent cash consideration payable | 672,849 | $ 754,955 |
Warrant liability | 14,646,000 | 14,430,000 |
Total liabilities | 15,318,849 | 15,184,955 |
Level 1 | ||
Assets: | ||
Equity investment | 0 | |
Liabilities | ||
Contingent cash consideration payable | 0 | 0 |
Warrant liability | 0 | |
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Equity investment | 2,326,884 | |
Liabilities | ||
Contingent cash consideration payable | 0 | 0 |
Warrant liability | 0 | |
Total liabilities | 0 | 0 |
Level 3 | ||
Assets: | ||
Equity investment | 0 | |
Liabilities | ||
Contingent cash consideration payable | 672,849 | 754,955 |
Warrant liability | 14,646,000 | 14,430,000 |
Total liabilities | $ 15,318,849 | $ 15,184,955 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - Level 2 - Smoke Cartel, Inc. | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Investment in Smoke Cartel | |
Balance at August 31, 2018 | $ 0 |
Acquisition of equity investment | 1,790,884 |
Adjustment to fair value | 536,000 |
Balance at November 30, 2018 | $ 2,326,884 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Warrant Liability | |
Balance at August 31, 2018 | $ 14,430,000 |
Adjustment to fair value | 216,000 |
Balance at November 30, 2018 | $ 14,646,000 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 3) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Contingent Consideration | ||
Balance at August 31, 2018 | $ 754,955 | |
Contingent consideration payments | (82,106) | $ (85,000) |
Balance at November 30, 2018 | $ 672,849 |
FAIR VALUE OF FINANCIAL INSTR_7
FAIR VALUE OF FINANCIAL INSTRUMENTS (Detail Textuals) | 1 Months Ended | 3 Months Ended | ||
Sep. 21, 2018shares | Nov. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Aug. 31, 2018 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Adjustment to the fair value of contingent consideration | $ | $ 0 | $ 0 | ||
Smoke Cartel, Inc. | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Common stock issued for consideration to sell a web domain and inventory related to the Company's Roll-uh-Bowl ("RUB") product line | shares | 1,410,145 | |||
Discount rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Weighted-average of discount rates (in percent) | 17 | 17 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of assumptions used (Details) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 3 years | |
Expected volatility | 60.00% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 1 year | |
Expected volatility | 82.00% | |
Risk-free interest rate | 2.70% | 1.14% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 4 years | |
Expected volatility | 87.00% | |
Risk-free interest rate | 3.01% | 1.97% |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock option activity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Stock Options | |||
Balance Outstanding | 9,367,693 | ||
Granted | 2,494,500 | ||
Exercised | (287,499) | ||
Forfeited | (736,947) | ||
Balance Outstanding | 10,837,747 | 9,367,693 | |
Exercisable | 2,814,806 | ||
Weighted Average Exercise Price | |||
Balance Outstanding | $ 3.85 | ||
Granted | 5.61 | ||
Exercised | 0.29 | ||
Forfeited | 3.85 | ||
Balance Outstanding | 4.35 | $ 3.85 | |
Exercisable | $ 2.78 | ||
Weighted Average Remaining Contractual Term Outstanding | 9 years 3 months 18 days | 9 years 1 month 6 days | 9 years 1 month 6 days |
Weighted Average Remaining Contractual Term Granted | 9 years 9 months 18 days | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Term Exercisable | 8 years | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value, Balance Outstanding | $ 14,463,235 | ||
Aggregate Intrinsic Value Granted | 664,750 | ||
Aggregate Intrinsic Value Exercised | 0 | ||
Aggregate Intrinsic Value Forfeited | 0 | ||
Aggregate Intrinsic Value, Balance Outstanding | 15,671,112 | $ 14,463,235 | |
Aggregate Intrinsic Value Exercisable | $ 7,212,336 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) - USD ($) | 3 Months Ended | ||
Nov. 30, 2017 | Nov. 30, 2018 | Aug. 31, 2018 | |
Stockholders Equity [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 265,000,000 | 265,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 78,558,571 | 78,273,124 | |
Common stock, shares outstanding | 78,558,571 | 78,273,124 | |
Common Stock | |||
Stockholders Equity [Line Items] | |||
Number of stock issued to investor in exchange for cash | 1,367,172 | ||
Value of stock issued to investor in exchange for cash | $ 2,045,505 | ||
Amount of cash received in advance | $ 2,564,050 | ||
Number of shares issued for cash collected in advance | 1,709,366 |
STOCKHOLDERS' EQUITY (Detail _2
STOCKHOLDERS' EQUITY (Detail Textuals 1) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total value of stock issued to consultants for services rendered and prepaid services | $ 2,296,926 | $ 268,108 |
Stock compensation expense | 1,808,969 | 381,743 |
Services prepaid for common stock | 703,832 | 34,077 |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total value of stock issued to consultants for services rendered and prepaid services | $ 4 | $ 27 |
Number of shares issued to consultants for services rendered | 4,476 | 27,231 |
Common Stock | Consultant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Value of stock issued to consultants for services rendered | $ 124,098 | $ 20,000 |
Total value of stock issued to consultants for services rendered and prepaid services | 827,930 | 54,077 |
Services prepaid for common stock | 703,832 | 34,077 |
Total fair value of shares vested | $ 1,468,996 | $ 214,031 |
Number of shares issued to consultants for services rendered | 4,476 | 27,231 |
STOCKHOLDERS' EQUITY (Detail _3
STOCKHOLDERS' EQUITY (Detail Textuals 2) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining contractual term | 9 years 3 months 18 days | 9 years 1 month 6 days | 9 years 1 month 6 days |
Number of shares issued | 2,494,500 | ||
Weighted-average grant-date fair value of options granted | $ 3.10 | $ 2.25 | |
Weighted-average grant-date fair value of options forfeited | $ 2.01 | ||
Value of common shares issued on exercise of option | $ 41,501 | ||
2016 Stock Incentive Plan (the Plan) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares issued | 15,000,000 | ||
Share-based payment award vesting period | 3 years | ||
Weighted average remaining contractual term | 10 years | ||
Number of shares issued | 2,494,500 | 960,500 | |
Unrecognized compensation cost related to non-vested share | $ 17,836,723 | ||
Weighted-average period, cost expected to be recognized | 1 year 3 months 18 days | ||
Additional number of shares issued | 4,709 | ||
Cashless exercise of stock options | 20,831 | 10,000 | |
Number of common shares issued on exercise of option | 266,667 | 18,748 | |
Value of common shares issued on exercise of option | $ 41,501 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - Subsequent Event - Private placement | 1 Months Ended |
Jan. 04, 2019USD ($)shares | |
Subsequent Event [Line Items] | |
Number of shares sold for aggregate gross proceeds | shares | 2,307,141 |
Aggregate gross proceeds | $ | $ 9,468,394 |