Quarterly report pursuant to Section 13 or 15(d)


6 Months Ended
Jun. 30, 2019

Tech Center Drive


On September 13, 2017, MediFarm So Cal Inc. (MediFarm So Cal), a wholly-owned subsidiary of the Company acquired all assets of Tech Center Drive LLC (Tech Center Drive) and majority control of 55 OC Community Collective Inc. (55 OC). The acquisition of Tech Center Drive and 55 OC was accounted for in accordance with ASC 805-10, Business Combinations. 55 OC is a mutual benefit corporation which holds a cannabis license with the City of Santa Ana in the State of California. MediFarm So Cal manages the dispensary under the license of 55 OC. Control of 55 OC was obtained by the Companys CEO and President holding two of the three Board seats of 55 OC and through the management contract held by MediFarm So Cal. The Company acquired inventory, property, equipment and leasehold improvements and a management service agreement which allows for MediFarm So Cal to purchase the medical marijuana dispensary license of 55 OC.


As consideration for entering into the Asset Purchase Agreement, the Company paid $4.12 million in cash, issued 633,348 shares of the Companys common stock with a value of $2.10 million on the closing date and issued 192,758 shares of the Companys common stock with a value of $0.64 million into an escrow account. The shares held in escrow were to be paid six months after the acquisition date subject to any amounts to be withheld related to working capital adjustments. As a result of the working capital adjustments, the Company withheld and cancelled 101,083 shares with an approximate value of $0.35 million in March 2018.


On November 6, 2018, MediFarm So Cal Inc. was converted from a Nonprofit Mutual Benefit Corporation to a General Stock Corporation. During the third quarter of 2018, the Company recorded a $6.30 million adjustment to reflect the fair value of the management services agreement. The adjustment resulted in an increase to goodwill, a decrease in other intangible assets and a $0.43 million decrease in amortization expense.


The measurement period was closed during the third quarter of 2018. The following table summarizes the fair value of the assets at the date of acquisition:



(in thousands)


Assets Acquired







Property, Equipment and Leasehold Improvements:


Furniture and Equipment




Leasehold Improvements




Security Deposits




Management Service Agreement








Total Assets Acquired