Quarterly report pursuant to Section 13 or 15(d)

DISCONTINUED OPERATIONS

v3.21.2
DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2021
DISCONTINUED OPERATIONS  
NOTE 17. DISCONTINUED OPERATIONS

NOTE 17 – DISCONTINUED OPERATIONS

 

On May 8, 2019, MediFarm LLC, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Picksy, LLC (the “Purchaser”) pursuant to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Company related to the Company’s dispensary located at 1130 East Desert Inn Road, Las Vegas, NV 89109 (the “Business”). The aggregate consideration to be paid for the Business is $10.00 million, of which $7.20 million is cash (the “Purchase Price”). A portion of the Purchase Price is payable by the Purchaser pursuant to a 12 month Secured Promissory Note with a principal amount of $2.80 million (the “Note”). The Note is secured by all the assets sold pursuant to the Purchase Agreement. In conjunction with the Note, Purchaser and the Company entered into a Security Agreement granting the Company a security interest in all the assets sold pursuant to the Purchase Agreement. The transaction has been approved by the Nevada Department of Taxation and is awaiting local government approval which is being impacted by COVID-19. It is expected to close promptly following receipt of such approval.

 

On August 19, 2019, MediFarm I LLC, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Picksy Reno, LLC (the “Purchaser”) pursuant to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Company related to the Company’s dispensary located at 1085 S Virginia St Suite A, Reno, NV 89502 (the “Business”). The aggregate consideration to be paid for the Business is $13.50 million, of which $9.30 million is cash (the “Purchase Price”). A portion of the Purchase Price is payable by the Purchaser pursuant to a 12 month Secured Promissory Note with a principal amount of $4.20 million (the “Note”). The Note is secured by all the assets sold pursuant to the Purchase Agreement. In conjunction with the Note, Purchaser and the Company entered into a Security Agreement granting the Company a security interest in all the assets sold pursuant to the Purchase Agreement. The transaction has been approved by the Nevada Department of Taxation and is awaiting local government approval which is being impacted by COVID-19. It is expected to close promptly following receipt of such approval.

On April 15, 2020, MediFarm LLC, a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Natural Medicine, LLC, a nonaffiliated third party (the “Purchaser”) pursuant to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Company related to the Company’s dispensary located at 3650 S. Decatur Blvd., Las Vegas, NV. The aggregate consideration to be paid for the Business is $5.25 million, of which $2.50 million is cash and $2.75 million is payable by the Purchaser pursuant to a 12-month Secured Promissory Note bearing 8% interest per annum, which is secured by all of the assets sold pursuant to the Purchase Agreement. The transaction has been approved by the Nevada Department of Taxation and is awaiting local government approval which is being impacted by COVID-19. It is expected to close promptly following receipt of such approval. The Company will recognize a gain upon completion of the sale of the assets, equal to the difference between the consideration paid and the book value of the assets as of the disposition date, less direct costs to sell, and reflect such loss in discontinued operations.

 

The pending sales of our Nevada dispensaries and significant assets divested during 2020 represent a strategic shift that will have a major effect on the Company’s operations and financial results. As a result, Management determined the results of these components qualified for discontinued operations presentation in accordance with ASC 205, “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity.”

 

During 2020, Management suspended the operations of OneQor Technologies due to (i) a lack of proper growth in customer acquisition and revenue for this CBD operation during the COVID-19 pandemic and (ii) the overall financial health of the Company as a result of COVID-19 and social unrest. The Company plans to focus its attention and resources on growing its THC business.

 

The following table summarizes the operating results for discontinued operations during the three and nine-month periods ended September 30, 2021: Operating results for the discontinued operations were comprised of the following:

 

 

 

(in thousands)

 

 

(in thousands)

 

 

 

Three Months
ended September 30,

 

 

Nine Months
ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Total revenues

 

$ -

 

 

$ 203

 

 

$ -

 

 

$ 3,478

 

Cost of goods sold

 

 

-

 

 

 

94

 

 

 

-

 

 

 

2,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

-

 

 

 

109

 

 

 

-

 

 

 

723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

233

 

 

 

1,355

 

 

 

291

 

 

 

5,224

 

Impairment of Assets

 

 

-

 

 

 

4,043

 

 

 

-

 

 

 

10,359

 

(Gain) / Loss on sale of assets

 

 

(6,588 )

 

 

(1,203 )

 

 

(6,589 )

 

 

1,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from operations

 

$ 6,355

 

 

$ (4,086 )

 

$ 6,298

 

 

$ (16,854 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

(43 )

 

 

(113 )

 

 

(28 )

 

 

(489 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from discontinued operations

 

$ 6,312

 

 

$ (4,199 )

 

$ 6,270

 

 

$ (17,343 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from discontinued operations per common share attributable to Unrivaled Brands, Inc. common stockholders - basic and diluted

 

$ 0.02

 

 

$ (0.02 )

 

$ 0.03

 

 

$ (0.10 )

The carrying amounts of the major classes of assets and liabilities for the discontinued operations are as follows:

 

 

 

(in thousands)

 

 

 

September 30,
2021

 

 

December 31,
2020

 

Prepaid expenses and other assets

 

$ -

 

 

$ 2

 

Property, equipment and leasehold improvements, net

 

 

-

 

 

 

2,766

 

Other assets

 

 

109

 

 

 

186

 

 

 

 

 

 

 

 

 

 

Assets of discontinued operations

 

$ 109

 

 

$ 2,954

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 826

 

 

$ 985

 

Deferred gain on sale of assets

 

 

7,806

 

 

 

8,783

 

Short-term debt

 

 

 562

 

 

 

 -

 

Long-term lease liabilities

 

 

-

 

 

 

28

 

Liabilities of discontinued operations

 

$ 9,124

 

 

$ 9,796

 

 

Sale of 4th Street Assets

 

On August 9, 2021, the Company sold its real property in Las Vegas, NV for $2.60 million in cash to 117 Real Estate Holdings LLC.

 

Sale of Carnegie Assets

 

On August 10, 2021, the Company entered into a Stock Purchase Agreement with two individuals pursuant to which the Company sold all of the share of common stock of its wholly-owned subsidiary, 1815 Carnegie Santa Ana, Corp. (“1815 Carnegie”) to those individuals for aggregate consideration of $1.7 million. 1815 Carnegie holds a permit to operate a cannabis dispensary in the City of Santa Ana, CA. On August 12, 2021, the Company also entered into a Supply agreement with an affiliate of purchasers to obtain a right of first refusal to purchase cannabis bulk and distillate to be integrated into the Company cannabis goods and products, as well as a Retail Space Agreement with 1815 Carnegie, pursuant to which the Company will receive guaranteed placement of 15 SKUs at the cannabis dispensary. Each agreement has a term of three years.