Item 2.02 Results of Operations and Financial Condition.
On May 25, 2023, MedMen Enterprises Inc. (the "Company", "we", "us", "our") filed preliminary unaudited interim consolidated financial statements for the three and nine month periods ended March 25, 2023 with the securities regulators in each Canadian jurisdiction in which is it is a reporting issuer on its SEDAR profile (the “Interim Financial Statements”) and related Management’s Discussion and Analysis relating thereto (the “MD&A”). The Interim Financial Statements were not reviewed by the Company’s independent registered public accounting firm. Copies of the Interim Financial Statements and MD&A are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The Company’s Interim Financial Statements are preliminary for purposes of the Company’s reporting obligations with the U.S. Securities and Exchange Commission (“SEC”). As previously disclosed in its Current Report on Form 8-K, filed with the SEC on May 22, 2023, the Company concluded that a restatement of its previously issued (i) audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2022, filed with the SEC on September 9, 2022 (the “2022 Form 10-K”), and (ii) unaudited interim consolidated financial statements included in the Company’s (a) Quarterly Report on Form 10-Q for the period ended September 24, 2022, filed with the SEC on November 3, 2022 (the “Q1 2023 Form 10-Q”), and (b) Quarterly Report on Form 10-Q for the period ended December 24, 2022, filed with the SEC on February 2, 2023 (the "Q2 2023 Form 10-Q" and together with the 2022 Form 10-K and the Q1 2023 Form 10-Q, the "Prior Reports" and the fiscal periods covered thereby the "Prior Periods"), would be required to correct errors related to impairment expenses, general and administrative expenses, cost of goods sold and depreciation and amortization expense that should have been disclosed in the footnotes of the financial statements, together with the corresponding adjustments to the related consolidated balance sheets for each of the Prior Periods. The Company intends to reflect the restatement of the Prior Periods in amendments to its Prior Reports and the Q3 2023 Form 10-Q, which the Company intends to file as soon as reasonably practicable.
The Company's Interim Financial Statements furnished herewith are subject to the completion of the Company’s restatement analysis and financial close and reporting process; have not been audited, reviewed, or compiled by our independent registered public accounting firm; and are subject to change. The Interim Financial Statements have been prepared internally by management and are still the subject of review by the Company's independent registered public accounting firm. While the Company believes that the Interim Financial Statements for the three and nine months ended March 25, 2023 included with this Current Report on Form 8-K fairly represent the expected impact of the restatement on the Company’s results of operations, additional material weaknesses may be identified, further adjustments may arise, including with respect to changes on the Company’s balance sheet, and the restated financial statements for the Prior Periods and included in amendments to the Prior Reports will reflect any such additional adjustments. The information and expected impact to the Company’s historical financial results are preliminary, do not present all information necessary for an understanding of the Company’s restated financial condition as of and for the Prior Periods and are subject to change, potentially materially, as management completes the restatement of its financial statements and its independent registered public accounting firm completes the audit and review thereof. There can be no assurance that the Company’s actual financial results for set the three and nine month periods ended March 25, 2023 will not differ from the financial information presented herein and such changes could be material. Therefore, you should not place undue reliance upon these preliminary financial results.
The information contained in Items 2.02 and 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Items 2.02 and 9.01, including Exhibits 99.1 and 99.2, shall not be incorporated by reference into any registration statement or into any other filing of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.