Quarterly report pursuant to Section 13 or 15(d)

VARIABLE INTEREST ENTITIES

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VARIABLE INTEREST ENTITIES
3 Months Ended
Mar. 31, 2021
VARIABLE INTEREST ENTITIES  
NOTE 4. VARIABLE INTEREST ENTITIES

NuLeaf, Inc.

 

On October 26, 2017, the Company entered into operating agreements with NuLeaf, Inc. and formed NuLeaf Sparks Cultivation, LLC and NuLeaf Reno Production, LLC (collectively “NuLeaf”) to build and operate cultivation and production facilities for our IVXX brand of cannabis products in Nevada. The agreements were subject to approval by the State of Nevada, the City of Sparks and the City of Reno in Nevada. Under the terms of the agreements, the Company remitted to NuLeaf an upfront investment of $4.50 million in the form of convertible loans bearing an interest rate of 6% per annum. On June 28, 2018, the Company received approval from the State of Nevada. The remaining required approvals from local authorities were received in July 2018. As a result, the notes receivable balance was converted into a 50% ownership interest in NuLeaf. The investment in NuLeaf was recorded at cost and accounted for using the equity method as of December 31, 2019.

 

In February 2019, we amended and restated the NuLeaf agreements and obtained control of the operations of NuLeaf. The Company has determined these entities are variable interest entities in which the Company is the primary beneficiary by reference to the power and benefits criterion under ASC 810, “Consolidation.” The provisions within the amended agreement granted the Company the power to manage and make decisions that affect the operation of these entities. As the primary beneficiary of NuLeaf Sparks Cultivation, LLC and NuLeaf Reno Production, LLC, the Company began consolidating the accounts and operations of these entities on March 1, 2019. All intercompany transactions are eliminated in the unaudited consolidated financial statements. Effective March 1, 2019, we remeasured our equity method investment in NuLeaf to fair value and consolidated the results of NuLeaf within our consolidated financial statements.

     

Revenue and net income attributed to NuLeaf was $3.06 million and $0.76 million, respectively, for the three months ended March 31, 2021. The aggregate carrying values of Sparks Cultivation, LLC and NuLeaf Reno Production, LLC assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows:

 

 

 

(in thousands)

 

 

 

March 31,

2021

 

 

December 31,

2020

 

Current assets:

 

 

 

 

 

 

Cash

 

$ 670

 

 

$ 671

 

Accounts receivable, net

 

 

800

 

 

 

483

 

Inventory

 

 

1,888

 

 

 

3,118

 

Prepaid expenses and other current assets

 

 

80

 

 

 

21

 

Total current assets

 

 

3,438

 

 

 

4,293

 

 

 

 

 

 

 

 

 

 

Property, equipment and leasehold improvements, net

 

 

6,890

 

 

 

7,442

 

Other assets

 

 

371

 

 

 

395

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 10,699

 

 

$ 12,130

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Total current liabilities

 

$ 505

 

 

$ 396

 

Total long-term liabilities

 

 

278

 

 

 

307

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$ 783

 

 

$ 703