BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Consolidated Financial Statements Use of Estimates Cash and Cash Equivalents Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 – Level 2 – Level 3 – Ablis Holding Company, Bendistillery Inc. and Bend Spirits, Inc. are not publicly traded, and as such their financial instruments are Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. During the periods reported, there were no changes in the unobservable inputs associated with these investments, and there no other investments of the Company that had Level 3 unobservable inputs. Prepaid Expenses Accounts Receivable Allowances for doubtful accounts of $166,503 and $281,762 were reported at September 30, 2023 and December 31, 2022, respectively. Sales allowances, which reduce gross sales on the Consolidated Statements of Operations, are recorded for estimated future discounts/refunds and product returns and are netted against accounts receivable on the Consolidated Balance Sheets. As of September 30, 2023 and December 31, 2022, accounts receivable were reduced by $332,170 and $935,881, respectively, as a result of the sales allowance. ASU No. 2016-13, Financial Instruments—Credit Losses Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses, which is codified as ASC Topic 326, adds to US GAAP the current expected credit loss model ("CECL Model"), which is a measurement model based on expected losses rather than incurred losses. Under the CECL Model, an entity recognizes its estimate of expected losses as an allowance. The Company has considered the applicable guidance in ASU 2016-13. Key aspects of the CECL Model include the following: 1. The CECL Model applies to financing receivables measured at amortized cost, which includes trade accounts receivable. 2. An entity will recognize an allowance for credit losses that results in the financial statements reflecting the net amount expected to be collected from the financial asset. 3. The allowance represents the portion of the amortized cost basis that an entity does not expect to collect due to credit over the asset’s contractual life, considering past events, current conditions and reasonable and supportable forecasts of future economic conditions. The Company’s existing policy for estimating its Allowance for Doubtful Accounts on trade receivables includes the following: 1. Management of the Company reviews and discusses all outstanding customer trade balances as of reporting period end. If a credit loss is expected for an individual balance, the expected balance is accrued for in Allowance for Doubtful Accounts. 2. The Company establishes an allowance for 100% of the balance of invoices per the accounts receivable aging schedule that are more than 90 days past due. 3. The Company incorporates industry-specific factors into its estimate of Allowance for Doubtful Accounts when its evaluation of historical loss experience does not fully encompass expected future economic conditions or other factors. The Company’s position is that the Company’s conservative approach toward the treatment of Allowance for Doubtful Accounts provides sufficient coverage in relation to potential credit losses from outstanding invoice write-offs. Based on its evaluation of the requirements of ASU 2016-13, the Company concludes that no further modification is needed to its existing policy to materially meet the requirements of the current expected credit loss model for Lifted’s trade accounts receivable. Inventory September 30, 2023 December 31, 2022 Raw Goods $ 5,877,926 $ 3,407,196 Finished Goods $ 3,987,276 $ 2,616,771 Total Inventory $ 9,865,202 $ 6,023,967 Monthly overhead costs such as payments for rent, utilities, insurance, and indirect labor are allocated to finished goods based on the estimated percentage cost toward the finished goods. Depreciation expense related to certain machinery and equipment is also allocated to finished goods. At September 30, 2023, $313,743 of overhead costs were allocated to finished goods. In comparison, during the quarter ended December 31, 2022, $127,485 of overhead costs were allocated to finished goods. During the quarters ended September 30, 2023, and 2022, $597,098 and $2,479,798 of obsolete and spoiled inventory was written off, respectively. The primary driver of the write offs in the third quarter of 2023 was related to $489,022 of expired cannabinoid-infused gummies. In the third quarter of 2022, Lifted wrote-off $2,313,902 of obsolete and spoiled inventory of 2 mL disposable vape devices (“Clogged Vapes”) due to clogging issues that management believes was caused by a summer heat wave. In the fourth quarter of 2022, Lifted negotiated a settlement agreement with its third-party disposable vape device manufacturer, which included both the forgiveness of $630,000 of payables owed to the manufacturer and credits totaling $370,047 to be provided by the manufacturer at a quarterly rate of $46,255 in 2023 and 2024. The forgiveness of the payables was recorded as a reduction of cost of goods sold, and the settlement credits were recorded as a settlement asset and other income, both in the fourth quarter of 2022. The settlement asset is being amortized ratably to cost of goods sold over the benefit period of 2023 and 2024. The process of determining obsolete inventory during the quarter involved: 1) Identifying raw goods that would no longer be used in the manufacture of finished goods; 2) Identifying finished goods that would no longer be sold or that are slow moving; and 3) Valuing and expensing raw and finished goods that would no longer be sold. Fixed Assets Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. Long-lived assets held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Security Deposits th The Company has paid security deposits for its leased facilities located at 8920 58 th th th As part of Lifted’s acquisition of the assets of Oculus, Lifted has assumed Oculus’ lease of office and operational space in Aztec, New Mexico, and the security deposit that had been previously paid by Oculus to the landlord of the leased space in Aztec, New Mexico. The Company has paid security deposits for utilities to various vendors. State Licensing Deposits and Bonds Revenue The majority of the Company’s sales are of branded products to distributors, wholesalers, and end consumers. A minority of the Company’s sales are of raw goods to manufacturers, distributors and wholesalers. The majority of the Company’s sales are to distributors, followed by the Company’s sales to wholesalers, and then the Company’s sales to end consumers. Distributors primarily sell Lifted’s products to vape and smoke shops, stores specializing in cannabinoid-infused products, convenience stores, health food stores, and other outlets. Typically, the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. If the shipping terms on a sale are FOB destination, the revenue is deferred until the product reaches its destination. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. Discounts and rebates provided to customers are recorded as a reduction to gross sales. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on the Company’s historical experience. Described below are some of the reasons why a customer may want to return an ordered item, and how the Company responds in each situation: 1) The ordered item breaks, melts, or separates in transit to the customer. In this case, the Company will replace the broken, melted or separated item at no cost to the customer. 2) The Company sent the wrong item to the customer. In this case, the Company will allow the customer to keep, at no cost to the customer, the item that was mistakenly sent to the customer. The Company will also send the correct product to the customer, at no cost to the customer. 3) The customer ordered the wrong product. In this case, the customer, at his/her own expense, must mail the mistakenly ordered product back to the Company, and the Company will mail the correct product to the customer. 4) The ordered item is recalled. In a situation where product is recalled, the Company will offer a replacement, credit, or refund. Disaggregation of Revenue The Company has considered providing disaggregation of revenue by information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments, such as type of good, geographical region, market or type of customer, type of contract, contract duration, timing of transfer of goods, and sales channels. Due to the rapidly evolving nature of our industry, the Company is constantly launching new products to stay ahead of trends, finding new sales channels, initiating new distribution networks and modifying the prices of its products. Shown below are tables showing the approximate disaggregation of historical revenue: For the three months ended For the nine months ended September 30, September 30, Location of Sale 2023 2022 2023 2022 Inside of USA $ 13,096,973 99.9 % $ 11,124,904 99.0 % $ 38,056,082 99.9 % $ 45,955,418 99.7 % Outside of USA $ 9,307 0.1 % $ 112,373 1.0 % $ 34,533 0.1 % $ 147,238 0.3 % Net Sales $ 13,106,280 100 % $ 11,237,277 100 % $ 38,090,615 100 % $ 46,102,656 100.0 % For the three months ended For the nine months ended September 30, September 30, Type of Sale 2023 2022 2023 2022 Net sales of raw materials to customers $ 618 0 % $ 21,707 0.2 % $ 3,696 0 % $ 40,339 0.1 % Net sales of products to private label clients 312,905 2 % 766,129 6.8 % $ 1,178,686 3 % 850,271 1.8 % Net sales of products to wholesalers 2,535,597 19 % 1,404,590 12.5 % $ 7,437,453 20 % 5,825,584 12.6 % Net sales of products to distributors 9,640,568 74 % 8,653,948 77.0 % $ 27,738,487 73 % 36,393,678 78.9 % Net sales of products to end consumers 616,592 5 % 390,903 3.5 % $ 1,732,293 5 % 2,992,784 6.5 % Net Sales $ 13,106,280 100 % $ 11,237,277 100 % $ 38,090,615 100 % 46,102,656 100.0 % For the three months ended For the nine months ended September 30, September 30, Hemp vs Non-Hemp Product Sales 2023 2022 2023 2022 Net sales of hemp products $ 12,957,460 99 % $ 11,012,531 98 % $ 35,587,865 93 % $ 45,180,603 98 % Net sales of non-hemp products 148,820 1 % 224,746 2 % 2,502,750 7 % 922,053 2 % Net Sales $ 13,106,280 100 % $ 11,237,277 100 % $ 38,090,615 100 % $ 46,102,656 100 % For the Three Months Ended For the Nine Months Ended September 30, September 30, Product Type 2023 2022 2023 2022 Vapes $ 7,405,541 57 % $ 4,768,956 42 % $ 19,846,178 52 % $ 23,506,451 51 % Edibles 3,293,422 25 % 3,990,484 36 % $ 10,849,438 28 % 13,147,861 29 % Flower 1,165,926 9 % 851,219 8 % $ 4,203,894 11 % 2,885,302 6 % Cartridges 1,223,320 9 % 1,625,513 14 % $ 3,165,575 8 % 6,561,937 14 % Apparel and Accessories 18,071 0 % 1,106 0 % $ 25,530 0 % 1,106 0 % Net Sales $ 13,106,280 100 % $ 11,237,277 100 % $ 38,090,615 100 % $ 46,102,656 100 % Cali Agreement Regarding the accounting for the Cali Agreement: the Company has evaluated the principal versus agent considerations in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company has considered the following facts to assess whether Lifted has control of the Cali Products that are manufactured and distributed pursuant to the Cali Agreement: · Lifted is the exclusive worldwide manufacturer and distributor of the Cali Products. To fulfill its obligations pursuant to the Cali Agreement, Lifted sources raw goods, labor, and other resources to manufacture the Cali Products at Lifted’s facilities and holds these raw goods and Cali Products in its facilities until the Cali Products are sold and shipped to customers. · Customers’ orders of Cali Products are received through Lifted’s website www.urb.shop. Lifted processes these orders, prepares the Cali Products for shipment from Lifted’s inventories, and ships the Cali Products directly to the customers. Lifted is responsible for collecting payments from customers but does not guarantee collection. · Lifted has the right, in its discretion, to add new Cali brands and Cali Products as they are developed. · Lifted can set prices for Cali Products it supplies or unilaterally discontinue the supply of any Cali product if it no longer makes business sense to Lifted. Based on these considerations, the Company concludes that Lifted is the principal relative to Cali in the Cali Agreement. Therefore, sales of Cali Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment is collected from a customer from the sale of Cali Products, the Commission Payable to Cali is reported as a currently liability on the Company’s Consolidated Balance Sheets, and Commission Expense is reported in the Operating Expenses section of the Consolidated Statements of Operations. Diamond Agreement Regarding the accounting for the Diamond Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. The Company has considered the following facts to assess whether Lifted has control of the Diamond products that are manufactured and distributed pursuant to the Diamond Agreement: · Lifted is the exclusive worldwide manufacturer and distributor of the Diamond Products. To fulfill its obligations pursuant to the agreement, Lifted sources raw goods, labor, and other resources to manufacture the Diamond Products at its own facilities and holds these raw goods and Diamond Products in its facilities until the Diamond Products are sold and shipped to customers. · Customers’ orders of Diamond Products are received through Lifted’s website www.urb.shop. Customers that attempt to purchase the Diamond Products from www.diamondsupplyco.com are redirected to www.urb.shop. Lifted processes these orders, prepares the Diamond Products for shipment from Lifted’s inventories, and ships the Diamond Products directly to customers. · Lifted and Diamond agree upon the retail sales prices for the Diamond Products, and both Lifted and Diamond are to make good faith efforts to collect all payments in connection with each party’s sales of Diamond Products to all of its customers. Based on these considerations, the Company concludes that Lifted is the principal relative to Diamond in the Diamond Agreement. Therefore, sales of Diamond Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment is collected from a customer from the sale of Diamond Products, the Royalty Payable to Diamond is reported as a currently liability on the Company’s Consolidated Balance Sheets, and Royalty Expense is reported in the Operating Expenses section of the Consolidated Statements of Operations. Jeeter Agreement Regarding the accounting for the Jeeter Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. The Company has considered the following facts to assess whether Lifted has control of the Jeeter Products that are manufactured and distributed pursuant to the Jeeter Agreement: · Lifted is the exclusive manufacturer, seller, and distributor of the applicable Jeeter branded products in the USA. To fulfill its obligations pursuant to the agreement, Lifted sources raw goods, labor, and other resources to manufacture the Jeeter Products at its own facilities and holds these raw goods and Jeeter Products in its facilities until the Jeeter Products are sold and shipped to customers. Initially, Lifted was manufacturing all of the Jeeter Products, but in the middle of Q3 2023 Jeeter also began manufacturing joints at its facility after being authorized by Lifted to do so. Nonetheless, Jeeter produces joints during Monday through Friday, and then ships the finished joints to Lifted’s headquarters in Kenosha on Saturday. Lifted controls the Jeeter Products until they are then sold and shipped to the customers. · Customers’ orders of Jeeter Products are received through Lifted’s website www.urb.shop. Lifted processes these orders, prepares the Jeeter Products for shipment from Lifted’s inventories, and ships the Jeeter Products directly to the customers. Lifted is responsible for collecting payments from customers but does not guarantee collection, nor the timetable of such collection. Based on these considerations, the Company concludes that Lifted is the principal relative to Jeeter in the Jeeter Agreement. Therefore, sales of Jeeter Products are recognized and reported by the Company on a gross basis on the Consolidated Statements of Operations, and once payment is collected from a customer from the sale of Jeeter Products, the Commission Payable to Jeeter is reported as a currently liability on the Company’s Consolidated Balance Sheets, and Commission Expense is reported in the Operating Expenses section of the Consolidated Statements of Operations. ENM Agreement Regarding the accounting for the ENM Agreement: the Company has evaluated the principal versus agent considerations in ASC 606, Revenue from Contracts with Customers. Management has considered the following facts to assess Lifted’s position relative to ENM under the ENM Agreement: · ENM has the right to use the Urb brand name on marijuana products sold within New Mexico in accordance with ENM’s license to manufacture marijuana products that can be sold to marijuana dispensaries in New Mexico. ENM sources raw goods, labor, and other resources to manufacture the Urb-branded products at its own facilities and holds these raw goods and Urb-branded products in its facilities until the Urb-branded products are sold and shipped to customers. ENM controls the Urb-branded products until they are then sold and shipped to the customers. · Customers’ orders of Urb-branded products are received by ENM. ENM processes these orders, prepares the Urb-branded products for shipment from ENM’s inventories, and ships the Urb-branded products directly to the customers. ENM is responsible for collecting payments from the customers. · ENM will source some of the raw goods, fixed assets and supplies from Lifted for manufacture of the Urb-branded products. The raw goods sourced from Lifted are referred to in the ENM Agreement as “Unit Components”. These Unit Components are maintained in Lifted’s inventories and shipped to ENM based on agreement between the CEOs of both Lifted and ENM. Lifted receives an agreed upon price, referred to in the ENM Agreement as the “Unit Component Price”, for each Unit Component shipped to ENM. · ENM shall pay over to Lifted one-half of the Unit Sale Proceeds, which payments shall be allocated and applied as follows: firstly, to repay Lifted for its loans to ENM; secondly, to pay to Lifted mutually agreed upon amounts for the Unit Components; and thirdly, to pay to Lifted a License Fee. Based on these considerations, the Company concludes that Lifted is a principal relative to ENM in the ENM Agreement in regards to Lifted’s sale of Unit Components to ENM. Therefore, Lifted recognizes sales of Unit Components to ENM on a gross basis on Lifted’s Consolidated Statements of Operations. The Company concludes that Lifted is an agent relative to ENM in the ENM Agreement in regards to ENM’s sale of Urb-branded products to dispensary customers. When ENM pays over to Lifted one-half of the Unit Sale Proceeds, Lifted will first apply this money to the loans receivable from ENM, and then the money will be applied to the receivable(s) related Lifted’s sale of the Unit Components to ENM. Then, any of the excess/remaining money will be recognized and reported by Lifted as License Fee revenue on Lifted’s Consolidated Statements of Operations. Deferred Revenue Amounts received from a customer before the purchased product is shipped to the customer are treated as deferred revenue. If cash is not received, an accounts receivable is recognized for the invoiced order, but revenue is not recognized until the order is fully shipped. Accounts receivable include amounts associated with partially shipped orders, for which the unshipped portion is a contract asset. Contract assets represent invoiced but unfulfilled performance obligations. The table shown below represents the composition of deferred revenue between contract assets (invoiced but unfulfilled performance obligations) and deposits from customers from unfulfilled orders as of September 30, 2023 and December 31, 2022. September 30, 2023 December 31, 2022 Contract Assets (invoiced but unfulfilled performance obligations) $ 806,388 $ 224,141 Deposits from customers for unfulfilled orders $ 436,741 $ 369,945 Total Deferred Revenue $ 1,243,128 $ 594,086 Cost of Goods Sold Cost of goods sold amounted to $8,684,277 and $10,423,533 during the quarters ended September 30, 2023 and 2022, respectively. $597,098 and $2,479,798 of cost of goods sold relates to spoiled and obsolete inventory written off during the quarters ended September 30, 2023 and 2022, respectively. Operating Expenses During the nine months ended September 30 2023, total operating expenses included a one-time, non-cash stock compensation expense of $2,138,175, which was $1,663,163 on an after-tax basis. No stock compensation was recorded in the nine months ended September 30, 2022. At the closing of the acquisition of Lifted in February 2020, 645,000 shares of unregistered common stock of the Company were designated as contingent deferred compensation (the “Deferred Contingent Stock”) to certain persons specified by NWarrender in a schedule delivered by him to the Company (the “Deferred Contingent Stock Recipients”), as an employee retention incentive. Now that certain conditions and requirements have been met, the Deferred Contingent Stock vested on February 24, 2023, and on this date, in accordance with US GAAP, the Company expensed the value of the vested Deferred Contingent Stock. This one-time, non-cash charge swung our Company from net income for the nine months ended September 30, 2023 of $3,798,530 to net income of $2,135,367. But for this charge, our Company would have reported a basic and fully diluted EPS for the nine months ended September 30, 2023 of $0.26 and $0.25, respectively. Income Taxes Basic and Diluted Earnings (Loss) Per Common Share For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net Income $ 617,648 $ 423,486 Net Income $ 2,135,367 $ 6,587,739 Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Basic 14,648,874 14,102,578 Basic 14,470,895 14,073,366 Diluted 15,356,374 15,884,776 Diluted 15,178,395 15,855,564 Basic Net Income per Common Share $ 0.04 $ 0.03 Basic Net Income per Common Share $ 0.15 $ 0.47 Diluted Net Income per Common Share $ 0.04 $ 0.03 Diluted Net Income per Common Share $ 0.14 $ 0.41 As of September 30, 2023, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 shares of common stock at $2.00 per share, (b) warrants to purchase 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,280,000 shares of common stock at $5.00 per share, all of which are vested. At September 30, 2023, the Company had 2,500 shares of Series A Preferred Stock outstanding convertible into 250,000 shares of common stock; these are included in the diluted earnings calculation. At September 30, 2023, the Company had 40,000 shares of Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5.00/share) was higher than the stock closing price at September 30, 2023 ($1.30/share). There were also 142,000 shares of issuable Deferred Contingent Stock included in the September 30, 2023 diluted EPS calculation. Also included in the September 30, 2023 diluted EPS calculation was the minimum number of shares of common stock (160,000) that will eventually be issued pursuant to the Oculus Merger Agreement. In comparison, as of September 30, 2022, in addition to our outstanding common stock, we have issued (a) options to purchase 1,076,698 shares of common stock at $2.00 per share, (b) warrants to purchase 155,500 shares of common stock at $1.00 per share, (c) rights to purchase warrants to purchase 100,000 shares of common stock at $1.85 per share, and (d) warrants to purchase 2,295,000 shares of common stock at $5.00 per share. Regarding the aforementioned warrants to purchase 2,295,000 shares of our common stock at an exercise price of $5.00 per share: of the total, warrants to purchase 1,550,000 shares of our common stock are vested, while the remaining warrants to purchase 745,000 shares of our common stock are not vested and are subject to certain conditions and requirements. Also at September 30, 2022, the Company had Series A Preferred Stock outstanding convertible into 450,000 shares of common stock; these are included in the diluted earnings calculation. Also at September 30, 2022, the Company had Series B Preferred Stock outstanding convertible into 40,000 shares of common stock; these are not included in the diluted earnings calculation because the exercise price ($5.00/share) was higher than the stock closing price at September 30, 2022 (3.40/share). Recent Accounting Pronouncements ASU No. 2016-13, Financial Instruments—Credit Losses NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES for more information The Company is researching what other pronouncements may be applicable to the Company’s accounting and whether or not any other pronouncements should be adopted. Advertising and Marketing Expenses Off-Balance Sheet Arrangements Reclassifications Business Combinations and Consolidated Results of Operations and Outlook Business Combinations and Reorganizations When the Company acquires a business, we allocate the purchase price to the assets acquired and liabilities assumed in the transaction at their respective estimated fair values. We record any premium over the fair value of net assets acquired as goodwill. The allocation of the purchase price involves judgments and estimates both in characterizing the assets and in determining their fair value. We use all available information to make these fair value determinations and engage independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. |