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Variable Interest Entities
6 Months Ended
Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities

NOTE 18. Variable Interest Entities

 

The Company through its acquisition of Harvest and through the acquired Harvest subsidiaries has entered into operating agreements with various entities related to the purchase and operation of cannabis dispensary, cultivation, and production licenses, in several states. The Company determined these entities to be VIEs due to the financial relationship and as the Company is the primary beneficiary as of June 30, 2022, and December 31, 2021. The Company holds varying ownership interests in these entities and in certain cases may not directly hold ownership in the entities but holds a significant interest through an agent. The Company's VIEs are not material to the consolidated financial position or operations as of June 30, 2022, or for the three or six month period ended June 30, 2022, or as of December 31, 2021. The Company did not have any VIEs prior to the acquisition of Harvest in October 2021.

 

The Company has determined these entities to be VIEs and that it is the primary beneficiary. The Company consolidates these entities due to the other holder’s equity investment being insufficient to finance its activities without additional subordinated financial support and the Company meeting the power and economics criteria. In particular, the Company controls the management decisions and activities most significant to certain VIEs, has provided a significant portion of the subordinated financial support provided to date, and holds membership interests exposing the Company to the risk of reward and/or loss. The Company allocates income and cash flows of the VIEs based on the outstanding ownership percentage in accordance with the underlying operating agreements, as amended. The Company has consolidated all identified VIEs for which the Company is the primary beneficiary in the accompanying condensed consolidated financial statements.

 

The following table presents the summarized assets and liabilities of the Company’s VIEs in which the Company does not hold a majority interest as of June 30, 2022 and December 31, 2021. The assets and liabilities in the table below include third-party assets

and liabilities of the Company's VIEs only and exclude intercompany balances that eliminate in consolidation as included in the condensed consolidated balance sheets.

 

 

June 30, 2022

 

 

December 31, 2021

 

 

(in thousands)

 

Current assets:

 

 

 

 

 

Cash

$

2,692

 

 

$

1,241

 

Accounts receivable, net

 

424

 

 

 

905

 

Inventories, net

 

4,134

 

 

 

2,451

 

Prepaids and other current assets

 

68

 

 

 

313

 

Total current assets

 

7,318

 

 

 

4,910

 

Property and equipment, net

 

6,644

 

 

 

8,335

 

Intangible assets, net

 

16,828

 

 

 

17,735

 

Other assets

 

57

 

 

 

544

 

Total assets

$

30,847

 

 

$

31,524

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

$

1,386

 

 

$

828

 

Notes payable - current portion

 

 

 

 

1,170

 

Income tax payable

 

1,782

 

 

 

522

 

Total current liabilities

 

3,168

 

 

 

2,520

 

Notes payable

 

1,080

 

 

 

1,061

 

Deferred tax liabilities

 

4,245

 

 

 

4,479

 

Other long-term liabilities

 

619

 

 

 

 

Total liabilities

$

9,112

 

 

$

8,060

 

 

In the first quarter of 2022, the Company divested of its minority ownership interest in one of its VIEs and received cash of $1.6 million and recorded an insignificant loss on the divestment which is recorded in loss on disposal of non-operating assets in the condensed consolidated statement of operations and comprehensive (loss) income for the six months ended June 30, 2022. As of June 30, 2022, the Company is no longer the primary beneficiary of this VIE and the VIE is no longer consolidated in the Company's condensed consolidated financial statements.