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See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.
|
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
|
Description of Business
AmeriCann, Inc. ("the Company", “we”, “our”, or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010.
On January 17, 2014, a privately held limited liability company acquired approximately 93% of the Company's outstanding shares of common stock from several of the Company's shareholders which resulted in a change in control of the Company.
The Company's business plan is to design, develop, lease and operate state-of-the-art cultivation, processing and manufacturing facilities for licensed cannabis businesses throughout the United States.
The Company's activities are subject to significant risks and uncertainties including failure to secure funding to expand its operations.
Certain prior period amounts have been reclassified to conform with current period presentation. These reclassifications have no impact on net loss.
All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of AmeriCann, Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, deferred tax asset valuation and allowance and collectability of accounts receivable and long-lived assets. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, demand deposit accounts and temporary cash investments with maturities of ninety days or less at the date of purchase.
Income Taxes
In accordance with ASC Topic 740, Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the consolidated balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the consolidated financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.
We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the consolidated financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of September 30, 2021 and 2020, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.
For federal tax purposes, our 2019 through 2021 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.
Concentration of Credit Risks and Significant Customers
Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash, notes receivable, deposits tenant receivables and notes receivable. We place our cash with high credit quality financial institutions. As of September 30, 2022 and 2021, we had outstanding notes receivable of $43,185 and $84,749, respectively and tenant receivables of $251,462 and $258,854, respectively, with BASK, Inc. ("BASK"), a related party.
For the year ended September 30, 2022, all of the Company’s revenue was earned from one customer, BASK (which was a related party prior to December 2021, see Note 6).
Financial Instruments and Fair Value of Financial Instruments
We adopted ASC Topic 820, Fair Value Measurement, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure of fair value measurements.
ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
|
Level 1:
|
Observable inputs such as quoted market prices in active markets for identical assets or liabilities
|
|
Level 2:
|
Observable market-based inputs or unobservable inputs that are corroborated by market data
|
|
Level 3:
|
Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
|
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. We had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. We had no financial assets or liabilities carried and measured on a recurring basis during the reporting periods. The carrying value of short-term financial instruments, including cash and cash equivalents, tenant and notes receivable, accounts payable and accrued expenses, and short-term borrowings approximate fair value due to the relatively short period to maturity for these instruments. The long-term borrowings approximate fair value since the related rates of interest approximates current market rates.
Derivative Liabilities
We evaluate stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each consolidated balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. We determined that none of our financial instruments meet the criteria for derivative accounting as of September 30, 2022 and 2021.
Operating leases
Effective October 1, 2019, we adopted Topic 842 using the effective date method. Under this method, periods prior to adoption remain unchanged. We determine if an arrangement is a lease at inception.
Right of Use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Under the available practical expedient, we account for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, we elected a short-term lease exception policy on all classes of underlying assets, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).
Long-Lived Assets
Our long-lived assets consisted of property, plant and equipment and are reviewed for impairment in accordance with the guidance of the Topic ASC Topic 360, Property, Plant, and Equipment. We test for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There were no impairment losses recognized for the years ended September 30, 2022 and 2021.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment begins in the month following the month when the asset is placed into service and is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three to twenty years. Property, plant and equipment consist of:
|
|
September 30,
2022
|
|
|
September 30,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
$ |
7,608,087 |
|
|
$ |
7,608,087 |
|
Computer equipment
|
|
|
349,576 |
|
|
|
349,576 |
|
Furniture and equipment
|
|
|
2,764 |
|
|
|
2,764 |
|
Total
|
|
|
7,960,427 |
|
|
|
7,960,427 |
|
Accumulated depreciation
|
|
|
(1,348,466 |
) |
|
|
(898,543 |
) |
Property and equipment, net
|
|
$ |
6,611,961 |
|
|
$ |
7,061,884 |
|
Depreciation expense for the years ended September 30, 2022 and 2021 amounted to $449,923 and $450,537, respectively.
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services
Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting”, which addresses aspects of the accounting for nonemployee share-based payment transactions. Upon adoption, all of the issuances of stock to non-employees for goods and services are treated in the same matter as share based awards to employees. The adoption did not have an impact on the Company’s financial statements.
Non-Cash Equity Transactions
Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated fair market value of the equity instrument, or at the estimated fair market value of the goods or services received, whichever is more readily determinable.
Stock-Based Compensation
The Company accounts for share-based awards to employees in accordance with ASC Topic 718, Stock Compensation Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting”, which addresses aspects of the accounting for nonemployee share-based payment transactions.
Related Parties
A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.
Revenue Recognition
Effective October 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new standard, we recognize revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) the transaction price is determinable for each performance obligation, (iv) the transaction price is allocated to each performance obligation, and (v) when the performance obligations are satisfied. Currently, we derive all of our revenues from property leases. Property leases are not within the scope of ASC 606.
Property lease revenue is earned through annual leases for facilities used in agricultural/manufacturing activities and the Company records revenues on a straight-line basis over the term of these leases. Property lease revenues from these sources are recurring on an annual basis. Unearned property lease revenues were $0 at both September 30, 2022 and 2021. The Company also receives a revenue participation fee which is considered a variable payment and thus is recorded in the period earned in accordance with ASC 842.
Advertising Expense
Advertising, promotional and selling expenses consist of sales and marketing expenses, and promotional activity expenses. Expenses are recognized when incurred.
General and Administrative Expense
General and administrative expenses consist of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred.
Loss per Share
We compute net loss per share in accordance with the ASC Topic 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.
Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Shares issuable upon the exercise of equity instruments such as warrants and options were not included in the loss per share calculations for 2022 and 2021because the inclusion would have been anti-dilutive.
Recently Issued Accounting Pronouncements
During the year ended September 30, 2022, there have been no new, or existing, recently issued accounting pronouncements that are of significance, or potential significance, that impact the Company’s consolidated financial statements.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $19,758,689 and $19,585,445 at September 30, 2022 and 2021, respectively, and had a net loss of $173,244 and 862,893 for the years ended September 30, 2022 and 2021, respectively. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to increase operations and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds through the sale of its securities.
Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3.
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows:
|
|
September 30,
2022
|
|
|
September 30,
2021
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,341,127 |
|
|
$ |
696,380 |
|
Restricted cash
|
|
|
9,967 |
|
|
|
9,989 |
|
Total cash, cash equivalents, and restricted cash shown in the cash flow statement
|
|
$ |
1,351,094 |
|
|
$ |
706,369 |
|
Amounts included in restricted cash represent those required to be set aside by the Cannabis Control Commission in Massachusetts as well as by a contractual agreement with a lender for the payment of specific construction related expenditures as part of the Company’s property development in Massachusetts.
Notes and other receivables as of September 30, 2022 and 2021, consisted of the following:
|
|
September 30,
2022
|
|
|
September 30,
2021
|
|
Note receivable from BASK (related party at September 30, 2021), interest rate of 18.0%; monthly principal and interest payments of $4,422, maturing in 2023. |
|
|
43,185 |
|
|
|
84,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
43,185 |
|
|
|
84,749 |
|
Less: Current portion
|
|
|
(43,185 |
) |
|
|
(41,564 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
- |
|
|
$ |
43,185 |
|
Unrelated
On February 25, 2021, the Company borrowed $300,000 from an unrelated party. The loan was unsecured, bore interest at a rate of 11% and was due and payable on August 2, 2021. This loan was fully paid in July 2021.
On August 25, 2020, the Company borrowed $153,000 from an unrelated party. The loan was unsecured, had an interest rate of 10% per year and was due and payable on August 25, 2021. In February 2021, the Company paid off the loan principal balance of $153,000 and paid a prepayment fee of $47,941. The Company incurred debt issuance costs of $3,000 which was recorded as a debt discount. Amortizations expense related to the debt discount was $2,750 during the year ended September 30, 2021.
On August 2, 2019 the Company secured a $4,000,000 investment from an unrelated third party in the form of a loan. The loan was evidenced by a note which bears interest at the rate of 11% per year, was originally due and payable on August 2, 2022 and is secured by a first lien on Building 1 at the Massachusetts Cannabis Center (“MCC”).
The note holder also received a warrant which allows the holder to purchase 600,000 shares of the Company’s common stock at a price of $1.50 per share. The warrant will expire on the earlier of (i) August 2, 2024 or (ii) twenty days after written notice of the holder that the daily Volume Weighted Average Price of the Company’s common stock was at least $4.00 for twenty consecutive trading days and the average daily volume of trades of the Company’s common stock during the twenty trading days was at least 150,000 shares.
The broker for the loan received a cash commission of $320,000 plus warrants to purchase 48,000 shares of the Company's common stock. The warrants are exercisable at a price of $1.50 per share and expire on August 2, 2024. The cash commission and the fair value of the warrants amounting to $52,392 were recognized as a discount to the note.
The Company allocated the proceeds between the note and the warrants based on their relative fair values. The relative fair value of the 600,000 warrants was $562,762 which was recognized as additional paid in capital and a corresponding debt discount.
On December 4, 2020, the loan was modified and increased by $500,000. The maturity of the loan was extended to August 1, 2023. All other provisions of the original loan remain the same. The debt modification was deemed not substantial and was accounted for as a debt modification. The broker for the loan received a cash commission of $40,000 which was expensed when incurred.
At September 30, 2022, the outstanding principal on this note was $4,500,000 and the unamortized debt discount was $165,600. All debt discounts are being amortized on a straight-line basis over the terms of the note. Amortization expense related to the debt discounts was $103,906 and $301,977 for the years ended September 30, 2022 and 2021, respectively.
February 2018 Convertible Note Offering
On February 12, 2018 the Company sold convertible notes in the principal amount of $810,000 to a group of accredited investors. The notes are unsecured and bear interest at 8% per year. At September 30, 2022 and September 30, 2021, the outstanding principal on these notes was $150,000. On October 12, 2020, the remaining note was extended to mature on June 30, 2022. On December 15, 2021, the remaining note was extended to mature on December 31, 2022.
Related Party
SCP. On September 30, 2019, we entered into an amended note with Strategic Capital Partners, LLC (“SCP”), in the principal amount of $1,756,646, bearing interest of 9% per year and maturing on December 31, 2022. During the year ended September 30, 2022, the maturity of the note was extended to December 31, 2023.
Accrued interest on the note was $4,303 at September 30, 2022 and September 30, 2021, respectively.
At September 30, 2022 and 2021, the outstanding principal on this note was $581,646.
During the year ended September 30, 2022, the Company incurred $180,000 of consulting expenses with SCP and paid $195,000. As of September 30, 2022, $82,500 remains unpaid. During the year ended September 30, 2021, the Company incurred $180,000 of consulting expenses with SCP of which $97,500 remained outstanding at September 30, 2021.
SCP is controlled by Benjamin J. Bardon, one of our officers and directors and principal shareholders.
NOTE 6.
|
RELATED PARTY TRANSACTIONS
|
BASK. On April 7, 2016, we signed agreements with BASK. BASK is one of a limited number of organizations that has received a provisional or final registration to cultivate, process and sell medical and adult use cannabis by the Massachusetts Cannabis Control Commission.
Pursuant to the agreements, we agreed to provide BASK with financing for construction and working capital required for BASK’s approved dispensary and cultivation center in Fairhaven, MA.
On August 15, 2018, the Company combined the construction and working capital advances of $129,634 and accrued interest of $44,517 and setup a new loan with payments over 5 years with 18% interest. At September 30, 2022 and 2021, the outstanding balance on the note receivable was $43,185 and $84,749, respectively.
On July 26, 2019, the Company entered into a 15-Year Triple Net lease of Building 1 of the MCC with BASK. The lease commenced on September 1, 2019 and includes an annual base rent of $135,000 and a revenue participation fee equivalent to 15% of BASK's gross revenues. As of September 30, 2022, the BASK tenant receivable balance was $251,462.
Tim Keogh, our Chief Executive Officer, was a Board Member of BASK between August 2013 and November 2021.
The following table sets forth the computation of basic and diluted net loss per share:
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$ |
(173,244 |
) |
|
$ |
(862,893 |
) |
|
|
|
|
|
|
|
|
|
Basic weighted average outstanding shares of common stock
|
|
|
24,333,911 |
|
|
|
23,867,543 |
|
Dilutive effects of common share equivalents
|
|
|
- |
|
|
|
- |
|
Dilutive weighted average outstanding shares of common stock
|
|
|
24,333,911 |
|
|
|
23,867,543 |
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss income per share of common stock
|
|
$ |
(0.01 |
) |
|
$ |
(0.04 |
) |
As of September 30, 2022, we have excluded 1,700,000 of stock options and 4,026,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net loss per share since the effects are anti-dilutive. As of September 30, 2021, we have excluded 1,700,000 of stock options and 7,666,650 of warrants and 100,000 shares that would be issued from conversion of outstanding convertible notes from the computation of diluted net loss per share since the effects are anti-dilutive.
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC Topic 740. The Company has made an early adoption of ASU 2015-17 Balance Sheet Classification of Deferred Taxes.
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.
The components of the deferred income tax assets and liabilities arising under ASC Topic 740 were as follows:
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
$ |
2,651,840 |
|
|
$ |
3,586,062 |
|
Deferred tax liabilities
|
|
|
- |
|
|
|
- |
|
Valuation allowance
|
|
|
(2,651,840 |
) |
|
|
(3,586,062 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets/(liabilities)
|
|
|
- |
|
|
|
- |
|
The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows:
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
Temporary
Difference
|
|
|
Tax Effect
|
|
|
Temporary
Difference
|
|
|
Tax Effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss
|
|
$ |
173,244 |
|
|
$ |
53,550 |
|
|
$ |
862,893 |
|
|
$ |
266,720 |
|
Tax impact true up
|
|
|
- |
|
|
|
- |
|
|
|
-
|
|
|
|
- |
|
Other temporary differences
|
|
|
(721,657 |
) |
|
$ |
(223,064 |
) |
|
|
(507,485 |
) |
|
$ |
(156,864 |
) |
Net deferred tax assets
|
|
|
(548,413 |
) |
|
|
(169,514 |
)
|
|
|
355,408 |
|
|
|
109,856 |
|
Valuation allowance
|
|
|
548,413 |
|
|
|
169,514 |
|
|
|
(355,408 |
) |
|
|
(109,856 |
) |
Total deferred tax asset
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred liability
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total net deferred tax asset
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.
At September 30, 2022 and September 30, 2021, the Company had approximately $11,383,482 and 11,919,934 respectively, in unused federal net operating loss carryforwards, which will begin to expire principally in the year 2035. A deferred tax (liability)/asset at each date of approximately $(169,514) and $109,856 resulting from the loss carryforwards and other temporary differences has been offset by a 100% valuation allowance. The change in the valuation allowance for the years ended September 30, 2022 and September 30, 2021 was approximately $ (92,833) and $(747,096).
A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows:
|
|
September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal statutory graduated rate
|
|
|
21.00 |
% |
|
|
21.00 |
% |
State income tax rate, net of federal benefit
|
|
|
9.91 |
% |
|
|
9.91 |
% |
Total rate
|
|
|
30.91 |
% |
|
|
30.91 |
% |
|
|
|
|
|
|
|
|
|
Less: Net operating loss for which no benefit is currently available
|
|
|
(30.91 |
)% |
|
|
(30.91 |
)% |
|
|
|
|
|
|
|
|
|
Net effective rate
|
|
|
0.00 |
% |
|
|
0.00 |
% |
The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are September 30, 2019, 2020, and 2021. In evaluating the Company’s provisions and accruals, future taxable income, and reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes its estimates are appropriate based on current facts and circumstances.
We recorded a valuation allowance against all of our deferred tax assets as of both September 30, 2022, and September 30, 2021. We intend to continue maintaining a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the near future, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance
Preferred Stock
The Company has authorized 20,000,000 shares of $.0001 par value preferred stock. No preferred shares were outstanding at September 30, 2022 and 2021.
Common Stock
During the year ended September 30, 2022, we issued 195,651 shares of stock for services valued $90,000.
During the year ended September 30, 2021, we issued 500,000 shares of stock for 500,000 warrants exercised at an exercise price of $1.00 per share.
Stock Options
On August 18, 2017, our board of directors adopted a stock incentive plan (“the plan”) that provides for the grant of Incentive Stock Options, Non-Qualified Stock Options or Stock Bonuses to persons who are employees of the Company, employees of subsidiaries of the Company, directors, officers, and consultants. Under the plan, the Company may grant stock bonuses or options (up to a combined maximum of 2,500,000 shares or options). Each option allows for the purchase of one share of common stock, subject to an exercise price and vesting schedule to be established by the board of directors at the time of the grant.
Options Issuances in 2022
The Company did not issue any options during the year ended September 30, 2022.
Options Issuances in 2021
The Company did not issue any options during the year ended September 30, 2021.
The following table shows the stock option activity for the years ended September 30, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Term
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
(Years)
|
|
|
Value
|
|
Exercisable at September 30, 2021
|
|
|
1,700,000 |
|
|
$ |
1.94 |
|
|
|
3.5 |
|
|
$ |
- |
|
Outstanding as of September 30, 2022
|
|
|
1,700,000 |
|
|
$ |
1.94 |
|
|
|
4.7 |
|
|
$ |
- |
|
Vested and expected to vest at September 30, 2022
|
|
|
1,700,000 |
|
|
$ |
1.94 |
|
|
|
4.7 |
|
|
$ |
- |
|
Exercisable at September 30, 2022
|
|
|
1,700,000 |
|
|
$ |
1.94 |
|
|
|
4.7 |
|
|
$ |
- |
|
Stock based compensation expense related to the options was $0 for the years ended September 30, 2022 and 2021. At September 30, 2022, unrecognized stock-based compensation associated with stock options amounted to $0. During the years ended September 30, 2022 and 2021, we received proceeds of $0 from stock option exercises.
Warrants
Warrant Issuances in 2022
The Company did not issue any warrants during the year ended September 30, 2022.
Warrant Issuances in 2021
The Company did not issue any warrants during the year ended September 30, 2021.
The following table shows the warrant activity for the years ended September 30, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Contractual
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Term
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
(Years)
|
|
|
Value
|
|
Outstanding as of September 30, 2021
|
|
|
7,666,650 |
|
|
|
1.21 |
|
|
|
0.80 |
|
|
$ |
- |
|
Expired
|
|
|
(3,640,000 |
) |
|
|
1.00 |
|
|
|
|
|
|
|
|
|
Outstanding as of September 30, 2022
|
|
|
4,026,650 |
|
|
|
1.40 |
|
|
|
1.20 |
|
|
$ |
- |
|
Exercisable at September 30, 2022
|
|
|
4,026,650 |
|
|
|
1.40 |
|
|
|
1.20 |
|
|
$ |
- |
|
NOTE 10.
|
COMMITMENTS AND CONTINGENCIES
|
Operating Leases
Land
On October 17, 2016, the Company closed on the acquisition of the 52.6-acre parcel of undeveloped land in Freetown, Massachusetts. The property is located approximately 47 miles southeast of Boston. The Company is developing the property as the MCC. Plans for the property may include the construction of sustainable greenhouse cultivation and processing facilities that will be leased or sold to Registered Marijuana Dispensaries under the Massachusetts Medical Marijuana Program.
As part of a simultaneous transaction, the Company assigned the property rights to Massachusetts Medical Properties, LLC (“MMP”) for a nominal fee and entered a lease agreement pursuant to which MMP agreed to lease the property to the Company for an initial term of fifty (50) years. We have the option to extend the term of the lease for four (4) additional ten (10) year periods. The lease is a triple net lease, with the Company paying all real estate taxes, repairs, maintenance and insurance.
The lease payments will be the greater of (a) $30,000 per month; (b) $0.38 per square foot per month of any structure built on the property; or (c) 1.5% of all gross monthly sales of products sold by the Company, any assignee of the Company, or any subtenant of the Company. The lease payments will be adjusted up (but not down) every five (5) years by any increase in the Consumer Price Index.
Effective October 1, 2019, the Company adopted Topic 842 and recorded ROU assets and lease liabilities of $6,980,957 and $4,256,869, respectively. As part of the adoption, prepaid land lease balance of $2,724,088 was classified as a component of the Company’s ROU assets.
The Company completed the construction of Building 1 on the leased land and on September 1, 2019, BASK, commenced its 15-year sublease of Building 1 which includes a base rent plus 15% of BASK’s gross revenues. This sublease income is recorded as Rental income and Rental income – related party through November 2021 and as Rental income between December 2021 and through September 2022 on the Company’s consolidated statements of operations.
As of September 30, 2022, the Company’s right-of-use assets were $6,778,085, the Company’s current maturities of operating lease liabilities were $11,283, and the Company’s noncurrent lease liabilities were $4,216,596. During the year ended September 30, 2022, the Company had operating cash flows from operating leases of $341,450.
The table below presents lease related terms and discount rates as of September 30, 2021.
|
|
As of
September 30,
2022
|
|
|
|
|
|
|
Weighted average remaining lease term |
|
|
|
|
Operating leases
|
|
|
44.00 |
|
Weighted average discount rate |
|
|
|
|
Operating leases
|
|
|
7.9 |
%
|
The reconciliation of the maturities of the operating leases to the lease liabilities recorded in the Consolidated Balance Sheet as of September 30, 2022 are as follows:
2023
|
|
|
341,500 |
|
2024
|
|
|
341,500 |
|
2025
|
|
|
341,500 |
|
2026
|
|
|
341,500 |
|
2027
|
|
|
341,500 |
|
Thereafter
|
|
|
13,318,502 |
|
|
|
|
|
|
Total lease payments
|
|
|
15,026,002 |
|
Less: Interest
|
|
|
(10,798,123 |
)
|
|
|
$ |
4,227,879 |
|
|
|
|
|
|
Less: operating lease liability, current portion
|
|
|
(11,283 |
)
|
Operating lease liability, long term
|
|
$ |
4,216,596 |
|
Office space
The Company leases its office space located at 1555 Blake St., Unit 502, Denver, CO 80202 for $2,500 per month with a lease term of less than 12 months.
Lease expense for office space was $30,000 for the years ended September 30, 2022 and 2021.
Aggregate rental expense under all leases totaled $475,249 and $429,459 for the years ended September 30, 2022 and 2021, respectively.
NOTE 11.
|
SUBSEQUENT EVENTS
|
On October 5, 2022, the Company paid $159,140 to fully repay the $150,000 February 2018 Convertible Note due to an unrelated party, including $9,140 of interest.
In October 2022, 1,708,333 of warrants with a price of $1.50 expired.