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Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2022
Summary of Significant Accounting Policies  
Basis of presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements reflect the accounts of the Company. The information included in these statements should be read in conjunction with the Annual Financial Statements. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the financial data presented includes all adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Results of interim periods should not be considered indicative of the results for the full year. These unaudited interim condensed consolidated financial statements include estimates and assumptions of management that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from these estimates.

Revision of Previously Issued Financial Statements

Revision of Previously Issued Financial Statements

During the year ended December 31, 2021, management identified an error related to the accounting treatment of warrants with a Canadian dollar exercise price issued in connection with the Credit Facility. The Company initially recorded these Canadian denominated warrants as a derivative liability subject to revaluation at each period end, when they should have received equity treatment. Additionally, the Company identified errors related to the valuation of stock issued in the acquisition of MJ Distributing, and stock issued to our former Executive Chairman, Bruce Linton. In both instances the stock issued carried certain lock up provisions. The Company initially recorded the equity value of the stock issued at market value on the date of issuance, rather than applying a discount for lack of marketability to account for the lock up provisions.

To correct the immaterial misstatements for the three and nine month periods ended September 30, 2021, the Company elected to revise its previously issued interim unaudited condensed consolidated statements of net loss and comprehensive loss, stockholders’ equity, and cash flows. The Company will present the revision of its previously issued interim unaudited condensed consolidated financial statements in connection with the future filing of its Quarterly Reports on Form 10-Q.

The impact of the revisions on the Company’s interim unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2021 is reflected in the following table:

Statement of Net Loss and Comprehensive Loss for the nine months ended September 30, 2021 (unaudited)

    

As Previously Reported

    

Adjustment

As Revised

Operating expenses:

 

 

 

Stock-based compensation expenses

$

4,557,777

$

(267,957)

$

4,289,820

Total operating expenses

 

30,134,871

 

(267,957)

 

29,866,914

Loss from operations

 

(12,491,153)

 

267,957

 

(12,223,196)

Other income (expense):

 

 

 

Derivative gain (loss)

 

2,317,065

 

(2,317,065)

 

Other income (expenses), net

 

(3,249,254)

 

(2,317,065)

 

(5,566,319)

Loss before income taxes

 

(15,740,407)

 

(2,049,108)

 

(17,789,515)

Net income (loss) and comprehensive income (loss)

$

(18,710,407)

$

(2,049,108)

$

(20,759,515)

Statement of Net Loss and Comprehensive Loss for the three months ended September 30, 2021 (unaudited)

As Previously Reported

    

Adjustment

As Revised

Other income (expense):

Derivative gain (loss)

$

627,165

$

(627,165)

$

Other income (expenses), net

(1,552,370)

(627,165)

(2,179,535)

Loss before income taxes

(5,683,231)

(627,165)

(6,310,396)

Net income (loss) and comprehensive income (loss)

$

(6,243,231)

$

(627,165)

$

(6,870,396)

Consolidated Statement of Changes in Stockholders' Equity as of September 30, 2021 (unaudited)

As Previously Reported

    

Adjustment

As Revised

Shares issued in Nevada acquisition

$

1,564,500

$

(179,261)

$

1,385,239

Stock-based compensation

4,557,777

(267,957)

4,289,820

Warrants issued in financing activities

5,395,759

5,395,759

Net Loss

(18,710,407)

(2,049,108)

(20,759,515)

Balance at September 30, 2021

$

50,911,036

$

2,899,433

$

53,810,469

Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (unaudited)

As Previously Reported

    

Adjustment

As Revised

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(18,710,407)

$

(2,049,108)

$

(20,759,515)

Derivative gain

(2,317,065)

2,317,065

Share-based payments

4,557,777

(267,957)

4,289,820

Basis of consolidation

Basis of consolidation

These unaudited condensed consolidated financial statements include the accounts of the following entities wholly owned, or effectively controlled by the Company during the period ended September 30, 2022:

Name of entity

    

Place of  incorporation

Vireo Health, Inc.

 

Delaware, USA

Vireo Health of New York, LLC

 

New York, USA

Minnesota Medical Solutions, LLC

 

Minnesota, USA

MaryMed, LLC

 

Maryland, USA

Vireo of Charm City, LLC

Maryland, USA

1776 Hemp, LLC

 

Delaware, USA

Vireo Health of Massachusetts, LLC

 

Delaware, USA

Mayflower Botanicals, Inc.

 

Massachusetts, USA

Elephant Head Farm, LLC

 

Arizona, USA

EHF Cultivation Management, LLC

Arizona, USA

Retail Management Associates, LLC

 

Arizona, USA

Arizona Natural Remedies, Inc.

 

Arizona, USA

Vireo Health of New Mexico, LLC

 

Delaware, USA

Red Barn Growers, Inc.

 

New Mexico, USA

Resurgent Biosciences, Inc.

 

Delaware, USA

Vireo Health of Puerto Rico, LLC

 

Delaware, USA

Vireo Health de Puerto Rico, Inc.

 

Puerto Rico

XAAS Agro, Inc.

 

Puerto Rico

Vireo Health of Nevada 1, LLC

 

Nevada, USA

Verdant Grove, Inc.

 

Massachusetts, USA

The entities listed above are wholly owned or effectively controlled by the Company and have been formed or acquired to support the intended operations of the Company, and all intercompany transactions and balances have been eliminated in the Company's unaudited condensed consolidated financial statements.

Recently adopted accounting pronouncements and New accounting pronouncements not yet adopted

Recently adopted accounting pronouncements

In November of 2021 FASB issued ASU 2021 -10 - Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The update is intended to increase the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for the assistance, and the effect of the assistance on an entity’s financial statements. The Company adopted Topic 832 on January 1, 2022. The adoption of the standard did not have a material impact on the Company's results of operations or cash flows.

New accounting pronouncements not yet adopted

In October of 2021 FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The update is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The required date of adoption is January 1, 2023, and the Company is evaluating potential future impacts on the Company’s financial statements.

Net loss per share

Net loss per share

Basic net loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding for the reported period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during the reporting period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares and the number of potential dilutive common share equivalents outstanding during the period. Potential dilutive common share equivalents consist of the incremental common shares issuable upon the exercise of vested share options and the incremental shares issuable upon conversion of the convertible notes. Potential dilutive common share equivalents consist of stock options, warrants, and restricted stock units.

In computing diluted earnings per share, common share equivalents are not considered in periods in which a net loss is reported, as the inclusion of the common share equivalents would be anti-dilutive. The Company recorded a net loss for the three and nine month periods ended September 30, 2022 and 2021, presented in these financial statements, and as such there is no difference between the Company’s basic and diluted net loss per share for these periods.

The anti-dilutive shares outstanding for the nine month period ending September 30, 2022 and 2021 were as follows:

September 30, 

2022

    

2021

Stock options

26,121,908

 

23,610,886

Warrants

3,037,649

 

4,395,949

RSUs

1,094,200

Total

30,253,757

 

28,006,835

Revenue Recognition

Revenue Recognition

The Company’s primary source of revenue is from wholesale of cannabis products to dispensary locations and direct retail sales to eligible customers at the Company-owned dispensaries. Substantially all of the Company’s retail revenue is from the direct sale of cannabis products to medical customers.

The following table represents the Company’s disaggregated revenue by source:

Nine Months Ended
September 30,

Three Months Ended
September 30,

    

2022

    

2021

2022

    

2021

Retail

$

45,842,941

$

33,247,058

$

16,389,226

$

11,562,440

Wholesale

 

9,739,880

 

7,543,163

 

2,464,875

 

1,806,992

Total

$

55,582,821

$

40,790,221

$

18,854,101

$

13,369,432