CBD OIL

CHICAGO–(BUSINESS WIRE)–PRESS RELEASE–Cresco Labs, one of the largest vertically integrated, multistate cannabis operators in the United States, has published the first annual report for its SEED (Social Equity and Educational Development) initiative. The report highlights the company’s many achievements over the past year to help create a more diverse and inclusive cannabis industry through SEED’s restorative justice initiatives, community business incubators, and educational and workforce development programming. The 2019-2020 SEED Annual Report is available online at crescolabs.com/seed.

“We are proud to have launched the cannabis industry’s first comprehensive social justice and social equity initiative and to report the significant strides the SEED program has made towards the more equitable inclusion of Black and Brown people in cannabis,” said Charlie Bachtell, CEO and co-founder of Cresco Labs. “As we reflect on SEED’s first year successes, we recognize that this is just the beginning of a long road ahead and a tremendous amount of work is still to be done. Our goal is to provide the time, know-how and resources to elevate more voices and foster economic opportunities for people from communities disproportionately impacted by prior drug laws. The ability of this industry to reach its maximum potential will be governed by its ability to address the social responsibility components tied to this subject matter. Our SEED team is made up of incredibly talented, hard-working individuals who are building a culture where all Cresco Labs employees are inspired to improve inclusiveness within the cannabis industry. Our SEED initiative supports our vision to be the most important company in cannabis and is helping to build the most responsible and respectable industry possible. Together, we are firmly committed to continuing the progress we’ve achieved this inaugural year into the future.”

The SEED Annual Report outlines the mission of SEED, describes its goals and initiatives, and details the efforts dedicated to the program’s success. Highlights of the 2019/2020 program include:

• Invested over $1.5M and contributed over 2,200 Cresco Labs staff hours for more than 40 multi-tiered SEED initiatives
• Sponsored and financially supported 22 restorative-focused events and more than 1,200 individuals seeking expungement of their records
• Conducted SEED’s inaugural Community Business Incubator that assisted 50 businesses and over 250 individuals in total over two application periods in Illinois
• Established 8 community and workforce development initiatives and assisted in the development of cannabis industry curriculum with 5 universities and colleges

Cresco Labs’ SEED team was the recipient of the 2020 Bill Leslie Visionary Award from Cabrini Green Legal Aid, a nonprofit established in 1973 to serve legal needs arising from the lack of opportunity, criminalization of poverty, and racial inequity experienced within the Cabrini Green community in Chicago, Illinois. This recognition reinforces the SEED initiative’s effort to build community relationships and do its part to be restorative and inclusive.

In May 2019, Cresco Labs created SEED to address the absence of people, businesses and communities disproportionately impacted by the War on Drugs in the cannabis industry. Its mission is to develop tangible pathways into the cannabis industry for communities impacted by the War on Drugs through the three pillars of SEED: Restorative Justice, Community Business Incubator, and Education & Workforce Development. SEED’s restorative justice programming includes expungement events, lobbying to change the nation’s drug laws, and working to ensure that no person remains in prison for a cannabis conviction. Established in November 2019, Cresco’s Community Business Incubator provides qualifying social equity applicants with the resources, knowledge and guidance needed to successfully apply for adult use dispensary licenses awarded by the Illinois Department of Financial and Professional Regulation. SEED develops educational cannabis programming tailored to communities disproportionately impacted by the War on Drugs, as well as builds collaborative relationships with colleges and universities to develop curriculum, teach classes and host workshops to educate and prepare students for careers in cannabis.

STRATHROY, Ontario, Dec. 30, 2020 (GLOBE NEWSWIRE) — PRESS RELEASE — Eve & Co. Incorporated has announced that its wholly-owned subsidiary Natural MedCo Ltd has entered into a CAD$1M financing loan with a private consortium of lenders.

The CAD$1M financing has a two-year term and is to be received in two equal tranches of CAD$500,000. The first CAD$500,000 tranche has been received – net of issuance costs of approximately CAD$29,000 – and bears interest – payable monthly – at 15% per annum for the first year and 11% per annum for the second year. Monthly repayments of principal and interest can only be made during the second year of the term. The principal outstanding will be repaid to the Lender at the end of the two-year term.

The second CAD$500,000 tranche will be received from the lender upon five days written request from NMC. It will bear interest – payable monthly – at 15% per annum for the first year and 11% per annum for the second year. Monthly repayments of principal and interest can only be made during the second year of the term. The principal outstanding will be repaid to the Lender at the end of the two-year term. The second CAD$500,000 tranche will only be available for the first year and a facility fee of 0.5% per annum on this second tranche will accrue – and be paid – monthly to the lender. The loan is secured by the assets of the company and NMC and guarantees and is expected to be used for general corporate purposes.

This piece is intended to provide some considerations that current and potential license holders should think about as they work with advisors to make entity selection decisions or consider potential tax elections. Please note that this article is a high-level overview and is not intended to declare the best type of entity structure for a license holding entity. Although there are numerous tax variables that should be contemplated, tax issues are not the only concerns relevant to determining entity type. In addition, some states may tax entities differently than how the entity is taxed for federal purposes.

First, let’s look at the legal entity types that may be set up to hold a license, operate a business and what that may mean for how an entity is taxed. Often, entities are set up as either limited liability companies or corporations.

If a limited liability company is organized and the entity is owned by only one owner, a single member LLC, the default tax treatment would be that the entity is disregarded for tax purposes. In other words, it would not file a separate federal income tax return, except in some states including CA, TX, TN and RI. All the tax consequences of the activities within the legal entity are reported on the tax return of the owner of the entity.

If a limited liability company is set up and the entity is owned by more than one owner, a multiple member LLC, the default tax treatment would be that the entity is taxed as a partnership. An entity taxed as a partnership reflects the tax consequences of the activities within the legal entity on a partnership return. The partnership generally does not pay tax on the activity, but rather the taxable income and loss are passed through to the owners of the LLC. The owners of the LLC reflect the taxable income or loss on their tax return and are responsible for paying any resulting tax. In the rare instance of an entity being audited, there is a possibility that the entity may have to pay tax on the partners behalf, depending on the ownership structure. Either a single member LLC or a multiple member LLC may elect to treat the LLC as a C-corporation or an S-corporation for tax purposes.

The Taxation of C-Corporations & S-Corporations

The default treatment for an entity set-up as a corporation is the entity will be taxed as a C-corporation. An entity taxed as a C-corporation, including an LLC electing to be taxed as a C-corporation, pays the tax on any taxable income generated by activities within the entity.  Additionally, any distributions of earnings from the C-corporation to the owners of the entity are generally considered dividends which are required to be reported as taxable income by the owners when received. In other words, the earnings of an entity taxed as a C-corporation are potentially taxed twice. Once, as they are earned within the entity, and then again upon distribution to the owners of the entity.

An entity set-up as a corporation, a single member LLC or a multiple member LLC may elect to be treated as an S-corporation. Like an entity taxed as a partnership, an S-corporation does not pay tax at the entity level, but rather passes the taxable income and loss through to the owner or owners. Additionally, like a partnership, distributions from an S-corporation are not taxable as dividends to the owner when received.

Since we covered how different entities are taxed based on how they are set-up, and what elections they may or may not make, we will explore some of the issues that should be considered when making an entity selection. We will also address potentially electing to treat an entity one way or another for tax purposes. 

S-Corporations 

Advantages: The advantages of an S-corporation are limited to the avoidance of double taxation associated with C-corporations, as well as some potential benefits of lower Social Security and Medicare taxes.

Disadvantages: The primary disadvantage of an S-corporation for a license holding company is any non-deductible expenses resulting from 280E are passed through to the owner(s), which then reduces the ownership’s tax basis in its investment in the entity. A reduction in tax basis is determinantal to owners of an entity because the basis is used to reduce taxable income when/if the owner liquidates ownership in the entity.

Other disadvantages of S-corporations include but are not limited to restrictions on ownership of the entity, a requirement for reasonable compensation paid to owners and a lack of flexibility in the allocations of earnings among owners.

Partnerships

Advantages: The advantages of a partnership include but are not limited to the avoidance of double taxation associated with C-corporations, flexibility in the allocation of earnings and losses among owners, and flexibility in the type of owners of the entity.

Disadvantages: Like S-corporations, the primary disadvantage of a partnership is any non-deductible expenses resulting from 280E are passed through to the owner(s).

Other disadvantages of partnerships include potential self-employment taxes on earnings allocated to active owners, potential complexity in the allocations of taxable income and losses among partners in entities with many owners or different classes of ownership.

C-Corporations

Advantages: In contrast to S-corporations and partnerships, the tax basis resulting from the ownership’s investment in the entity is not subject to reductions from non-deductible expenses being passed through to owners. This protection of tax basis is particularly important to owners of license holding entities.

An additional advantage of C-corporation tax treatment may be a lower tax rate applied to taxable income.

Disadvantages: The most significant disadvantage of C-corporation tax treatment is the potential double taxation of earnings that might be applicable if the entity does have earnings that are distributed.

In addition to the items address above, the advantages and disadvantages of the entity type and related tax elections, additional considerations include:

1. How much of the 280E nondeductible expenses will the taxpayer be subject to?
2. How much earnings will the entity be distributing to the owners?
3. How complex is the entity’s ownership?
4. The lack of certainty regarding whether or not the qualified business income deduction (QBID) enjoyed by pass-through entity owners is allowable as a deduction by owners receiving pass-through income from an entity subject to 280E.
5. Are there plans for selling the entity and if so, what is the time horizon for doing so?

At Bridge West, we advise taxpayers to consult with cannabis advisors who have experience in the industry, can help navigate the complexities of tax compliance and Code Section 280E and are experienced with entity structures.

When Mike Howard (Director of Cultivation, The Grove) first caught word of the record-breaking cannabis yields being harvested regularly by fellow grow teams around the country (Lume Cannabis in Michigan and Green Life Productions in Nevada) he knew the game was changing. Once Howard dug deeper into the news, he discovered a common catalyst behind the success of his peers: both facilities were actively growing under the A3i LED grow light from Fohse. After hearing firsthand from the grow teams in Michigan and Nevada how they had increased yields over HPS by 31% and 100% respectively, Howard knew he had to get Fohse lighting into The Grove … and fast!

The Grove, a vertically integrated cannabis business with dispensary, cultivation, distribution, and production licenses, has been producing, sourcing, and selling high quality edibles, cartridges, and recreational cannabis products since 2015. Their 26,600-square-foot growing and production facility is state-of-the-art and eco-friendly. They strive to recreate the conditions that cannabis would find in nature and use only all-natural growing media and inputs as well as biological measures to control any pests or diseases. It only makes sense then that they would seek out and select Fohse products – the best lighting fixtures in the business – to match The Grove’s exacting standards.

The dry Las Vegas air makes for a challenging indoor growing environment for cannabis. Fohse fixtures operate at much cooler temperatures than standard HPS fixtures. At The Grove, this means that the humidifiers and cooling systems don’t have to work as hard, and that an equilibrium between temperature and humidity level can be more easily achieved and maintained. This has led to some of the record harvests being seen regularly at The Grove. Looking at how Fohse’s A3i 1500-watt fixtures compare to standard 1000-watt DE HPS fixtures in an “apples to apples” comparison reveals just how in sync these intelligent fixtures are with cannabis. The numbers from a recent, late fall harvest tell an impressive tale:

*Strawberry Cheesecake was the highest-yielding strain at 7.2 lbs/light, while Cookies was the lowest at 5.49 lbs/light

In the now-typical example above from Fall 2020, the A3i system generated an average of 27 percent more light as compared to the HPS fixtures. This additional light led to an increase in dry yield harvest weights by a whopping 65 percent. All of this, while using 16 percent less energy than the HPS lighting it was compared to and in the same physical footprint of space with the same number of plants.

Remarkable results like those at The Grove are not a fluke or an accident and they are not restricted to Mike Howard and his team alone. Growers all over are finding results like these to be the new norm, regardless of growing media and style of growing. Lume Cannabis has been tracking results of their Fohse A3i fixtures for over 40 hydroponic growing cycles and across 8 different strains of cannabis. Without fail, the team at Lume under Kevin Kuethe’s direction, reports higher yields under the A3i than those grown under HPS. For example, with Fohse fixtures they have harvested 7,130 lbs. versus 5,241 lbs. with the same strains grown under HPS. THC levels under Fohse lights have been 3 percent higher too; 20 percent versus 17 percent on average. In other words, the cannabis that Lume grew under Fohse lighting netted more than $2.5 million more than the cannabis grown under HPS.

Steve Cantwell at Green Life Productions also reports unbelievable differences since switching over to Fohse’s A3i and F1V fixtures as well. Green Life Production’s typical harvests under their previous lighting system was 80-90 lbs. The average harvest now using Fohse fixtures is 160 to nearly 200 lbs pulled from his 4×8, no-till, living, organic soil beds. Like Mike Howard’s team at The Grove, Steve and his team have the enviable logistics problem of figuring out where to put all of the bounty from these sky-high yields. All three teams, The Grove (coco pots), Lume Cannabis (hydroponics) and Green Life Productions (live soil), are blowing harvest records out of the water time and time again across three drastically different cultivation styles. These highly regarded and experienced cannabis producers are showing that the rules have changed and that Fohse lighting fixtures enable previously unobtainable and unthinkable results.

@Keene.Media

Howard and the grow team at The Grove have achieved their amazing results by relying on the horticultural skills of their talented team, and also by utilizing two of Fohse’s premier products. They have predominantly been using the A3i model, Fohse’s workhorse grow light, to achieve their highest yields. The A3i is specifically designed to grow cannabis and that is exactly what it does. Its spectral distribution is custom-made to address the unique needs of cannabis. As evidenced in the remarkable yields outlined in the table above, the A3i’s output (of up to 4,970 µmol/s depending on configuration) can be adjusted to supply seasonably appropriate lighting depending on the growth phase of the crop. All of this while producing up to 156 percent more light per fixture and burning cooler (no hotter than dishwashing water) than traditional HPS grow lights. This means the A3i is safer to operate for both growers and their cannabis crops.

The A3i system is designed to handle the harsh extremes of a growing environment. The IP67-rated fixture will continue to operate at peak performance even with the moisture, dust, pests, and biological debris such as spores that are present in most indoor growing environments. Not many growers would expect their grow lights to still perform well after being submerged under several feet of water; the A3i can survive such a plunge and be relied on to deliver its photon payload as designed. Howard and his team at The Grove do not just rely on the A3i for their high yields. In their double-stack rooms they deploy Fohse’s lighter, more nimble F1V for its pound-for-pound power.

Just like the A3i, the F1V fixtures rely on industry-proven Samsung LEDs for their photon delivery. While almost the same dimensions as the A3i, at 38 pounds (17.2 kg) per fixture they are almost half the weight of each A3i (70 lbs./31.75kg each). Like the A3i fixtures, their power supply rating is +100,000 hours. Depending on the needs of the grower and the ability of the existing systems, Fohse offers 420W, 600W, and 800W versions of the F1V. In his own F1V rooms, Howard has reported similarly positive results as in his A3i rooms: 60%+ yield increases, increased utility efficiencies, and better labor efficiency. The team now does not have to “chase canopy” by raising and lowering the lighting fixtures to achieve late-flower PPFD intensities like they did with the old LED lights that they were using in those double-tiered systems.

Fohse lighting products outperform their competition not only at the Grove, but anywhere they have been put to the test. So why hasn’t every cannabis grower switched over to Fohse? Growers who have not yet seen the results firsthand still believe that LEDs cannot keep up with the high lighting demands of cannabis the way that HPS lighting traditionally has. The narrative had long been one of incremental change and an acceptance that two pounds of harvested yields per light fixture was the best one could expect. At the turn of the century, there was chatter that this didn’t have to be ‘good enough’. By 2015 growers both professional and amateur alike had proven that three pounds per light was achievable based on advancements up to that point, but no one thought it would ever get better than that. Until Fohse set out to prove them all wrong, and then did. They showed that higher light output does not have to mean higher heat and that Diode technology had come a long way in just a few short years. Mike Howard gives his take on this phenomenon:

“Everyone looks at LED lighting as still kind of a novelty; not something where it needs to be yet for cannabis growers. Having seen the evolution of LEDs that the Fohse team has created because of their cannabis mindset, it became obvious that we could focus on producing healthy plants.  A lot of other grow lighting companies are still looking at making and selling lights that can grow anything. Cannabis takes a lot of light and many companies and even growers don’t put enough light into commercial setups. Many cannabis growers never thought that LED technology was ever going to make it, but the power that comes out of Fohse fixtures is insane. Fohse lighting lets the grower focus on plant health and our yields show that. With Fohse LEDs, overtaking HPS, you can really push the limits of your grow.”

As Mike Howard said, Fohse fixtures are engineered with a “cannabis mindset”. HPS Light output has plateaued because the added heat load is both detrimental to the cannabis crop and uneconomical to counterbalance. With Fohse fixtures growers can focus more on the nuances of a high-intensity light environment instead of combatting heat. Ever since that first time Mike Howard oversaw production in the initial grow room where Fohse products were installed at the Grove, he immediately saw the results. He is now vowing to keep replacing The Grove’s less efficient HPS fixtures and outdated LEDs with Fohse lighting as they continue expanding. Find out how switching to Fohse fixtures will increase your cannabis production and about all of Fohse’s record-busting lighting at Fohse.com.

To say 2020 was a historic year is an understatement.

Arizona landed in a solid eighth place among the top ten most successful cannabis states thanks to its expansive medical cannabis program. To close out the year, voters approved Proposition 207, also known as the Smart and Safe Arizona Act (SSAA), making Arizona one of 15 states, plus Washington D.C., to legalize the adult use of cannabis, which is expected to rocket the state’s overall cannabis sales to new heights.

It’s essential to this conversation that we clarify the two sides of this rapidly growing industry. Medical cannabis is a form of treatment, the adult use and consumption of cannabis is a choice. During the pandemic, in many medical cannabis states, the medical cannabis industry was deemed an essential service and allowed to continue providing valuable medicine to patients and caregivers. As medical cannabis programs continue to provide safer therapeutic options which are complementary to or serve as an alternative to many traditional treatments and narcotics, especially opioids, patients can be confident the need for medical programs will continue. Arizona’s adult use cannabis program imposes greater limitations on quantity and potency, while also requiring higher standards for packaging. We saw a trend during the pandemic as again, many states prioritized and allowed their medical programs to continue, while limiting adult use facilities, in the same manner as other non-essential businesses.

It’s also worth noting that we have seen many inevitable changes in patient behaviors during the pandemic, including an increased need for medical cannabis. There was a patient demand for convenience, safety and no-contact services, increased online ordering, scheduling and curbside pick-up or delivery. Many of these services were already on the rise in popularity throughout the various legal states. While Arizona’s recreational program prohibits delivery until at least 2023, retail adult use consumers will expect some of these services to extend to the new market. As life after the COVID-19 pandemic continues on and the need for some of these safer more convenient options also continues, we hope to see them more permanently implemented from a legal and regulatory perspective. For now, here are the highlights we’ll see come into play in the first few months of 2021 as Arizona adopts its new adult use cannabis program.

Smart and Safe Arizona Act (Prop 207):

• Legalizes the sale, possession (one ounce) and consumption of adult use cannabis for adults at least 21 years old.
• Adds a 16 percent excise tax on adult use cannabis sales, in addition to the state’s 5.6 percent, totaling a 21.6 percent tax.
• Allocates an estimated $300 million in Arizona revenue to be divided between community college districts, municipal police, sheriff and fire departments, fire districts, highway funds, public health programs, infrastructure, and a new Justice Reinvestment Fund.
• Allocates more than $30 million annually for addiction prevention, substance treatment, teen suicide prevention, mental health programs, and justice reinvestment projects.
• Provides opportunities for expungement of certain lesser cannabis-related crimes such as possession, consumption, cultivation or transportation.

But of course, state law is just one part of the equation. Adult use cannabis facilities must be licensed separately from state to local levels, including counties to cities to local municipalities, all of which may also adopt rules and requirements through zoning and land use ordinances. Swift and certain timelines established by the Smart & Safe Act dictate the speedy launch of this new program, first utilizing the existing medical cannabis infrastructure.

Many Arizona consumers are under the impression that they’ll be able to walk into a dispensary on January 1, 2021 and buy cannabis. But that is not the case. They’ll have to wait until the Arizona Department of Health Services (AZDHS) completes the early applicant licensing process, which begins in January 2021. Currently, local and multistate operators are waiting for AZDHS to complete the rules and regulations for the adult use cannabis program. Here are two of the most significant steps to be navigated in the upcoming weeks:

Smart and Safe Arizona Act (Prop 207) – Step 1: The Rulemaking Process

AZDHS has been tasked with developing the rulemaking process for the Smart & Safe Act. The first draft of the adult use cannabis program rules has already been released, primarily consisting of the application requirements for the early applicant process.  AZDHS collected its first round of public comments for consideration on Thursday, December 17, 2020.  The exact details and parameters of the adult use cannabis program will not be finalized or known for certain until AZDHS completes the rulemaking process. We anticipate the next draft of adult use cannabis rules to be released sometime in early January.

Smart and Safe Arizona Act (Prop 207) – Step 2: The Application Process

AZDHS will begin accepting early applicants under the Smart & Safe Act on January 19, 2021, closing the process on March 9, 2021. Current medical cannabis license holders who apply for and acquire an adult use license in the early applicant process will be authorized to a dual-licensed dispensary (both medical and adult use license), as well as one offsite manufacturing facility (which may later be amended to include both medical and adult use manufacturing license), and offsite cultivation.

Early adult use license applicants are reserved for those that currently hold in good standing at least one Medical Marijuana Registration Certificate (“Medical Marijuana License”) and applicants applying to counties with no current operating dispensaries. Any county with a single operating dispensary (a medical cannabis dispensary) will be allocated an adult use license (dual license) as long as the medical license holder is in good standing for the application.  All adult use licenses allocated to those counties without a current operating dispensary must keep that dispensary within that county.

AZDHS will have 60 days to process each application. Adult use licenses for counties without a current operating dispensary will be allocated through a random selection process, if more than two applications are received for that county. Additionally, upon the conclusion of the early applicant process, any adult use license that has not yet been awarded through that process, will be available to the general public and allocated through a random selection process.

This brings us to later phases of implementation of the Smart & Safe Act: within approximately six months of the adoption of the initial recreational program rules, AZDHS must develop and adopt the rules and regulations for the Social Equity Ownership Program (SEOP). The primary goal of the SEOP is to allocate 26 adult use licenses to “communities disproportionately impacted by the enforcement of previous cannabis laws.” In other words, communities disproportionately and negatively impacted by cannabis criminalization. Smart & Safe is light on the exact manner and process at this point, so Arizona voters and cannabis companies will look to AZDHS for the development and implementation of this important part of the adult use program. Stay tuned.