Thank you for posting this. It thoroughly explains things.
I wish Kyle would explain these things to his shareholders instead of letting us speculate. Good management would do that for it's owners .
I think this situation is happening all over Colorado now. Framers who hold the license to grow are skipping out on their landlords without having to pay a dime. The landlords don't ever touch the plant, and do not have growing licenses, so they are stuck. Shady practices from pot growers are nothing new. They have just taken it to the next level and taken advantage of those who are new to the game and have money to burn.
BTW, the City of Pueblo are making several busts per week on illegal grows at houses. Hundreds of plants confiscated at each location rented by guys who only hold medical licenses to grow less than a dozen plants. The lure of quick money is attracting the wrong element and the crime rate in Pueblo is skyrocketing. The city in turn is really starting to crack down on all pot growers, legal or otherwise.
Essentially TURV/Growco was funding Suncanna. Suncanna owns the cannabis inventory. What is unclear is if previous Suncanna owner is the owner of the plants or if the TURV/Growco partnership are the new owners. Judging from how unclear these filings have been, I would say the old owner owns all the plants and TURV/GrowCo has got squat and a Notice of Suspension order to boot which means they have greenhouses but no plants.
Which means no money to pay for the dam repair. Which means they MAY have to borrow money at high interest rates or try to raise money at a highly discounted offering or sell off land. Not good. So much for those rose colored glasses videos. This management is looking for a shareholder lawsuit IMO.
Due the eviction process, during the three months ended March 31, 2016, we wrote off $743,000 in Lease Revenues – Related Party, wrote off $587,000 in advances to Suncanna, and did not recognized any Lease Revenues – Related Party. The total write off of $1,287,000 is partially off-set by a $350,000 reduction in the amount owed to the GCP1 preferred unit holders.
The whole situation is very confusing. In March, Growco executives buy Suncanna and discuss al the related party lease revenues. In April an 8-K comes out saying Suncanna is paying 40% of weekly crop revenues to pay down past due leases. A week later we get news that Suncanna has received a Notice of Suspension .Then we lean that GrowCo does not have any rights to Suncanna’s cannabis inventory, Then we learn that Growco is writing off past due lease revenue and prepaid expenses and evicting Suncanna. Does that mean that Growco is essentially evicting itself because they are the new owners of Suncanna or has Two Rivers been issuing false or at least misleading press releases about what is really going on.
Looks like the former owner of Suncanna played Two Rivers by having them grow his weed once everything started to be harvested, he cleared out his inventory and got the hell out of dodge without paying Growco a thing and Two Rivers is left holding the empty bag.
This a completely out of left field announcement. Kobex has been engaged in a proxy battle with another company trying to take it over. Why the &*(^$ BTN is sticking it's nose into this arena is baffling..a Canadian natural resource play, even if it's been promised to be a slam dunk.
This move from a company that is afraid to purchase it's own shares on the open market is a total crapshoot. But you have to figure that someone knows something or else BTN is going to get sued to the point of extinction.
You need to see high single digit YOY same store sales increases before you should invest another dime in the stock. While I haven't checked, I'm sure there are some incentive bonuses for executives to sign up new franchises and book that money up front but if sales decline every year thereafter that is not a growth business.
I have followed and was invested with this company since Schwarz got involved almost a decade ago. It took them years to get Pizza Inn turned around just to reach breakeven point and from there it is has just
stagnated. Got out in the 9 area on it's way up in 2013 so by no means did I get out on top.
The P5 concept was then born and the initial excitement over relatively inexpensive free standing stores goosed the stock price. Then the company actually had to execute on it's plans. It's hasn't really done a good job. When average weekly sales YOY are declining 8% that is a bad trend. And that was higher than the previous Q comp of 5%.
The name change was intended to reinvent the company's identity from an old concept to a new concept. However this stock has become a "buy on the rumor, sell on the news" stock. Wage pressure and raw material costs will outpace price increases and the ability to stay competitive will hurt margins in a big way.
The only thing P5 seems to be concerned with now is to try to get as many new locations open in order to show increases in system wide revenue quarter after quarter. What happens after those stores open is the franchisee's problem.
I think a slow slide to the 3 area is in the cards as the company continues to disappoint I think they just overestimated the potential performance of P5..
Competition in the pizza business is just way too tough. No barrier to entry. Customer loyalty is hard to maintain. And with minimum wage rates set to increase, pizza prices will have to increase as well. Larger chains can absorb the wage increases longer than P5 stores. But Rave continues to pump out the dumb fluff PR's Stock should continue to drift lower as this is really a value trap, not a growth company.
On April 14, 2016, we received notice from the Marianna Enforcement Division of the Colorado Department of Revenue that Suncanna received a suspension order. This caused Suncanna to be in violation of its lease with GCP1. Therefore, GCP1 began eviction process against Suncanna. Due the eviction process, during the three months ended March 31, 2016, we wrote off $743,000 in Lease Revenues – Related Party, wrote off $587,000 in advances to Suncanna, and did not recognized any Lease Revenues – Related Party. The total write off of $1.287 million is partially off-set by a $350,000 reduction in the amount owed to the GCP1 preferred unit holders.
On May 2, 2016 converted GrowCo’s $1.5 million promissory note offering to a $5.0 million promissory note offering at 22.5% per annum and included a warrant in Two Rivers common shares for each dollar invested at $0.50/share and a warrant in GrowCo common shares for each dollar invested. Both warrants expire May 21, 2021. The investors that invested in the $1.5 million note offering were offered an exchange to the $5.0 million note offering, of which $150,000 have converted. As of May 6, 2016 GrowCo has raised $1.305 million, which includes those that converted from the $1.5 million promissory note offering.
No mention of what happened to the pot already harvested or what is happening to the pot plants that wre in process of growing. Will need to call management to see if suspension order means all existing plants must be destroyed....Guess management is either accruing rent since they are the new owners or they are just awarding themselves free rent. Doesn't look good.
Regretfully nothing has changed at Pizza Inn except for the name and the number of meaningless PR's. How many CEO's have there been over the past 10 years? Each one tries something different yet the result is always the same. Decent first year sales, then continuous YOY same stores sale declines. The only people making money are the CEO's with their inflated compensation package. And the only way to pay for that is to continually sell franchises that wind up cannibalizing each other.
Sold cheap to Mechanics Bank for $37.19 per share, slightly less than 2x book.
I would have expected 3x book which used to be historical purchase prices for banks. Maybe times have changed.
If Suncanna never paid any rent then I can't see how they were supposed to be respected. The way the story has been presented is that the Colorado Marijuana Enforcement Agency was all over Suncanna and not GrowCo. When Suncanna got into the agency's view finder remains the question though.
For the most part you were correct. Some of the details were off but understand if you were an employee of Suncanna or a subcontractor you would want to be vague as well.
Here is the way I read it and my interpretation:
The Colorado Marijuana Enforcement Agency issue the suspension. That can be done because Suncanna was in violation of a rule or a number of rules that violated it's license. Could be improper signage, lack of badges, smoking of the product where people under age 21 are but most likely bad paperwork or bad accounting. Could also be a result of competitors who went on tours of the greenhouse ratting to the agency because the price of Suncanna's weed in 1/2 of current market price.
McKowen just purchased 50% of Suncanna last month. That was probably when the demand for back rent was made according to their lease because they made a production crop for sale. Back rent for this greenhouse is (105,000 sq ft x $20/sq ft (annual rent) x 1.5 years (18 months) = $3,150,000 .
With projected sales of just $1.2 million per month (based upon GrowCo updates) divided by partnership interests and overhead costs, there was no way that Suncanna could pay the back rent on demand. It would probably take them at least a year.
TURV can only recognize revenue when rent is paid. In theory it could recognize it now but if never paid it would have to eventually get reversed. The stock is reacting because the $3.15M in revenues won't ever hit the income statement as the purchase of Suncanna into the TURV/GrowCo family will likely result in a forgiveness of that back rent imo.
GrowCo/Suncanna needs to resolve the Notice of Suspension quickly before it becomes a revocation of the license which would doom the company. They will not be able to sell any of the pot that already has been cultivated. The City of Pueblo is showing that no company is going to get away with anything not by their set of rules.
Why was Wayne Harding , the CFO of Two Rivers and GrowCo, the registered agent of Suncanna when that company was formed in March 2015?
This is starting to stink. Suncanna was never an "independent" company. I wonder what the real reason was for this "merger" .
Lowest stock price in quite awhile, maybe ever. The trade at .26 was a bit unnerving as well. Concerned that company has offered a private placement at a steep discount to somebody.
The better the news the worse the stock performs. Never a good sign. Notice how management has stopped with the "stock seriously undervalued" #$%$?
Another week , another change in production estimates...now 317 lbs when all dialed in.....Wonder if some of the product is making it's way out the back door or if they have to dedicate 20/lb per to "testing".
Their comments sure oscillate from week to week. Now production is expected at 350 lbs per week at $1000 per pound (40% discount to market). I can understand the production estimates varying but why such a public flip flop on the pricing week to week?
The 10-K was a good read. Lots of information in it. Some good, some not so good. As expected, lots of related party transactions.