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Note 14 - Variable Interest Entities ("VIE") and Transactions
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Variable Interest Entity Disclosure [Text Block]
14.
  
Variable Interest Entities (
VIE
) and Transactions
 
During
2010,
two
entities owned by officers and/or principal shareholders of the Company (John H. Schwan and Stephen M. Merrick, who were officers and directors of the Company during the relevant time period) provided financing for Flexo Universal, the Company's Mexico subsidiary, for the acquisition and construction of latex balloon production and related equipment. The entities included Venture Leasing L.L.C., (“VLUS”), an Illinois limited liability company which is
100%
owned by an entity owned by Mr. Schwan and Mr. Merrick, and Venture Leasing Mexico S. A. de R. L (“VLM”), a Mexico company which is also owned
100%
by entities owned by Mr. Schwan and Mr. Merrick. The Company was the primary beneficiary of VLUS & VLM and accordingly consolidated the result of the entities in its financial statements.
 
Mr. Schwan and Mr. Merrick, through entities owned by them, arranged for a line of credit in the amount of
$1,000,000
from Barrington Bank in order to loan monies to VLUS as needed. During
2010,
VLUS received advances on this line totaling
$700,000.
VLUS loaned substantially all of these funds to VLM. VLM utilized the funds to purchase materials, parts, components and services for the acquisition and construction of balloon production and related equipment to be placed at the premises of Flexo Universal. Assembly and construction of this equipment was completed on or about
December 31, 2010
and, in
January 2011,
the equipment was placed in service at Flexo Universal.
 
The Company has
not
provided any guarantees related to VLUS or VLM and
no
creditors of the variable interest entities have recourse to the general credit of the Company as a result of including VLUS & VLM in the consolidated financial statements. The accounts of VLM and VLUS have been consolidated with the accounts of the Company. On
May 31, 2016,
Flexo Universal purchased the equipment from VLM for
8.7M
Mexican Peso or
$470,000
USD and the lease was terminated.
 
Mr. Schwan and Mr. Merrick were partial owners of Clever Container (renamed Clever Organizing Solutions; “Clever”), an Illinois limited liability company engaged in the sale and distribution through a network of independent distributors, of household items including containers and organizing products. Together they own roughly half of Clever. The Company acquired a
28.5%
interest in Clever from
third
parties in
2016.
The Company produced and sold certain container products to Clever and also purchased and re-sold products to Clever. By reason of the level of ownership of Clever by
two
principal officers and/or shareholders of the Company, the ownership interest of the Company in Clever and the transactions among the Company and Clever Container, the determination was made to consolidate the results of Clever in the consolidated financial statements of the Company commencing as of
October 1, 2013.
 
Through
June 30, 2019,
the Company had determined that it was the primary beneficiary of these entities and included them in our consolidated results. In the
third
quarter, we determined that operationally material changes in our involvement with Clever and VL resulted in us having
no
power over the decisions which impact their financial performance. The Company ceased providing financial, inventory management and purchasing, reporting and other support functions. Therefore, we are
no
longer the primary beneficiary of these entities. Effective
July 1, 2019,
we deconsolidated these entities and their results are
not
included in our Consolidated Statements of Comprehensive Income subsequent to
June 30, 2019.
Upon deconsolidation of these entities, we recognized a gain of
$219,000.
In accordance with ASC
810
-
10
because the carrying value of the noncontrolling interest of Clever which was eliminated exceeded the net carrying value of the assets and liabilities of Clever. The Company determined that there was
no
fair value associated with its remaining noncontrolling interest in Clever based on an income approach.