Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VFF | |
Entity Registrant Name | VILLAGE FARMS INTERNATIONAL, INC. | |
Entity Central Index Key | 0001584549 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Security Exchange Name | NASDAQ | |
Entity Address, Country | CA | |
Title of 12(b) Security | Common Shares, without par value | |
Entity File Number | 001-38783 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 98-1007671 | |
Entity Address, State or Province | BC | |
Entity Address, Address Line One | 4700-80th Street | |
Entity Address, City or Town | Delta | |
Entity Address, Postal Zip Code | V4K 3N3 | |
City Area Code | 604 | |
Local Phone Number | 940-6012 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 81,191,191 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 131,696 | $ 21,640 |
Restricted cash | 4,091 | 4,039 |
Trade receivables | 33,470 | 23,222 |
Inventories | 46,851 | 46,599 |
Other receivables | 181 | 145 |
Income tax receivable | 18 | 18 |
Prepaid expenses and deposits | 7,806 | 6,145 |
Total current assets | 224,113 | 101,808 |
Non-current assets | ||
Property, plant and equipment | 192,583 | 187,020 |
Investment in minority interests | 1,726 | 1,226 |
Note receivable - joint venture | 3,423 | 3,545 |
Goodwill | 24,314 | 24,027 |
Intangibles | 17,317 | 17,311 |
Deferred tax asset | 13,711 | 13,312 |
Operating right-of-use assets | 3,549 | 3,797 |
Finance right-of-use assets | 35 | |
Other assets | 1,830 | 1,950 |
Total assets | 482,566 | 354,031 |
Current liabilities | ||
Line of credit | 2,000 | |
Trade payables | 20,785 | 15,064 |
Current maturities of long-term debt | 10,434 | 10,166 |
Note payable | 15,314 | |
Accrued liabilities | 21,077 | 22,438 |
Operating lease liabilities - current | 1,137 | 1,107 |
Finance lease liabilities - current | 21 | 27 |
Income tax payable | 2,827 | 4,523 |
Other current liabilities | 2,409 | 1,641 |
Total current liabilities | 58,690 | 72,280 |
Non-current liabilities | ||
Long-term debt | 55,869 | 53,913 |
Deferred tax liability | 16,793 | 18,059 |
Operating lease liabilities - non-current | 2,554 | 2,855 |
Finance lease liabilities - non-current | 4 | 8 |
Other liabilities | 1,769 | 1,633 |
Total liabilities | 135,679 | 148,748 |
Commitments and contingencies (note 17) | ||
SHAREHOLDERS’ EQUITY | ||
Common stock, no par value per share - unlimited shares authorized; 81,191,191 shares issued and outstanding at March 31, 2021 and 66,911,811 shares issued and outstanding at December 31, 2020. | 301,092 | 145,668 |
Additional paid in capital | 9,353 | 17,502 |
Accumulated other comprehensive income | 7,966 | 6,255 |
Retained earnings | 28,476 | 35,858 |
Total shareholders’ equity | 346,887 | 205,283 |
Total liabilities and shareholders’ equity | $ 482,566 | $ 354,031 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Financial Position (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | ||
Common stock, no par value | ||
Common Stock, Shares, Issued | 81,191,191 | 66,911,811 |
Common Stock, Shares, Outstanding | 81,191,191 | 66,911,811 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 52,396 | $ 32,112 |
Cost of sales | (50,089) | (31,347) |
Gross margin | 2,307 | 765 |
Selling, general and administrative expenses | (8,092) | (3,921) |
Share-based compensation | (1,998) | (529) |
Interest expense | (741) | (537) |
Interest income | 3 | 383 |
Foreign exchange loss | (504) | (926) |
Gain on settlement agreement | 4,681 | |
Other (expense) income | (69) | 39 |
Loss on disposal of assets | (6) | |
Loss before taxes and earnings of unconsolidated entities | (9,094) | (51) |
Recovery of income taxes | 1,839 | 1,012 |
(Loss) income from consolidated entities after income taxes | (7,255) | 961 |
Equity (losses) earnings from unconsolidated entities | (127) | 3,229 |
Net (loss) income | $ (7,382) | $ 4,190 |
Basic (loss) income per share | $ (0.10) | $ 0.08 |
Diluted (loss) income per share | $ (0.10) | $ 0.08 |
Weighted average number of common shares used in the computation of net (loss) income per share (in thousands): | ||
Basic | 76,022 | 52,933 |
Diluted | 76,022 | 54,175 |
Net (loss) income | $ (7,382) | $ 4,190 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | 1,711 | (127) |
Comprehensive (loss) income | $ (5,671) | $ 4,063 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] |
Beginning Balance at Dec. 31, 2019 | $ 126,459 | $ 98,333 | $ 4,351 | $ (475) | $ 24,250 |
Beggining Balance (in shares) at Dec. 31, 2019 | 52,657 | ||||
Shares issued in public offering, net of issuance costs | 7,323 | $ 7,323 | |||
Shares issued in pubic offering, net of issuance costs (in shares) | 3,594 | ||||
Share-based compensation | 529 | 529 | |||
Cumulative translation adjustment | (127) | (127) | |||
Net (loss) income | 4,190 | 4,190 | |||
Ending Balance at Mar. 31, 2020 | 138,374 | $ 105,656 | 4,880 | (602) | 28,440 |
Ending Balance (in shares) at Mar. 31, 2020 | 56,251 | ||||
Beginning Balance at Dec. 31, 2019 | 126,459 | $ 98,333 | 4,351 | (475) | 24,250 |
Beggining Balance (in shares) at Dec. 31, 2019 | 52,657 | ||||
Ending Balance at Dec. 31, 2020 | 205,283 | $ 145,668 | 17,502 | 6,255 | 35,858 |
Ending Balance (in shares) at Dec. 31, 2020 | 66,912 | ||||
Shares issued in public offering, net of issuance costs | 127,489 | $ 127,489 | |||
Shares issued in pubic offering, net of issuance costs (in shares) | 10,887 | ||||
Shares issued on exercise of warrants | 17,663 | $ 27,743 | (10,080) | ||
Shares issued on exercise of warrants (in shares) | 3,045 | ||||
Shares issued on exercise of stock options | 125 | $ 192 | (67) | ||
Shares issued on exercise of stock options (in shares) | 104 | ||||
Share-based compensation | 1,998 | 1,998 | |||
Share-based compensation (in shares) | 243 | ||||
Cumulative translation adjustment | 1,711 | 1,711 | |||
Net (loss) income | (7,382) | (7,382) | |||
Ending Balance at Mar. 31, 2021 | $ 346,887 | $ 301,092 | $ 9,353 | $ 7,966 | $ 28,476 |
Ending Balance (in shares) at Mar. 31, 2021 | 81,191 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows used in operating activities: | |||
Net (loss) income | $ (7,382) | $ 4,190 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation and amortization | 3,225 | 1,530 | |
Amortization of deferred charges | 78 | 19 | |
Share of loss (income) from joint ventures | 127 | (3,229) | |
Interest expense | 741 | 537 | |
Interest income | (3) | (383) | |
Interest paid on long-term debt | (851) | (538) | |
Gain on settlement agreement | (4,681) | ||
Loss on disposal of assets | 6 | ||
Non-cash lease expense | (128) | (271) | |
Interest paid on finance lease | (1) | ||
Share-based compensation | 1,998 | 529 | |
Deferred income taxes | (2,538) | (468) | |
Changes in non-cash working capital items | (9,703) | 2,225 | |
Net cash used in operating activities | (14,436) | (535) | |
Cash flows used in investing activities: | |||
Purchases of property, plant and equipment | (4,706) | (259) | |
Advances to joint ventures | (5) | ||
Investment in joint ventures | (6,063) | ||
Investment in minority interests | (500) | ||
Net cash used in investing activities | (5,211) | (6,322) | |
Cash flows provided by financing activities: | |||
Proceeds from borrowings | 4,176 | 2,000 | |
Repayments on borrowings | (4,223) | (875) | |
Proceeds from issuance of common stock and warrants | 135,000 | 7,957 | |
Issuance costs | (7,511) | (633) | |
Proceeds from exercise of stock options | 125 | ||
Proceeds from exercise of warrants | 17,663 | ||
Payments on capital lease obligations | (155) | (21) | |
Payment of note payable related to acquisition | (15,498) | ||
Net cash provided by financing activities | 129,577 | 8,428 | |
Effect of exchange rate changes on cash and cash equivalents | 178 | (2) | |
Net increase in cash and cash equivalents | 110,108 | 1,569 | |
Cash and cash equivalents, beginning of period | 25,679 | 11,989 | $ 11,989 |
Cash and cash equivalents, end of period | $ 135,787 | $ 13,558 | $ 25,679 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1 Village Farms International, Inc. (“VFF”) and together with its subsidiaries (the “Company”, “we”, “us”, or “our”) is incorporated under the Canada Business Corporation Act. VFF’s principal operating subsidiaries as of March 31, 2021 are Village Farms Canada Limited Partnership (“VFCLP”), Village Farms, L.P. (“VFLP”), VF Clean Energy, Inc. (“VFCE”), and Pure Sunfarms Corp. (“Pure Sunfarms” or “PSF”). The address of the registered office of VFF is 4700 80th Street, Delta, British Columbia, Canada, V4K 3N3. VFF owns a 65% equity interest in Village Fields Hemp USA LLC (“VF Hemp”), which is recorded as an equity investment (note 9). The Company’s shares are listed on both the Toronto Stock Exchange and Nasdaq Capital Market (“Nasdaq”), in each case, under the symbol “VFF”. The Company owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia and Texas, where it produces, markets and sells premium-quality tomatoes, bell peppers, and cucumbers. The Company, through Pure Sunfarms, is a licensed producer and supplier of cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. The Company, through its subsidiary VFCE, owns and operates a 7.0 MW power plant that generates electricity. VF Hemp cultivated one crop season of high cannabidiol (“CBD”) hemp in multiple states throughout the United States in 2017. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2 The accompanying unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2021 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for fair presentation have been included. Operating results for the three months ended March 31, 2021 are subject to seasonal variations and accordingly are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2020 and 2019. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
New Accounting Pronouncements | 3 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to debt instruments, derivatives, and other contracts that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. This guidance is optional and may be elected through December 31, 2022 using a prospective application on all eligible contract modifications. The Company has a line of credit that incorporates LIBOR as a referenced interest rate. It is difficult to predict what effect, if any, the phase-out of LIBOR and the use of alternative benchmarks may have on the Company’s business or on the overall financial markets. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021 but will continue to evaluate the possible adoption of any such expedients or exceptions. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 4 Inventories consisted of the following as of: Classification March 31, 2021 December 31, 2020 Cannabis: Available for sale - flower and trim $ 13,785 $ 12,720 Distilled oil 14,288 13,511 Capitalized production costs 1,108 3,438 Other 2,436 2,552 Produce and Energy: Crop inventory 14,454 13,441 Purchased produce inventory 650 810 Spare parts inventory 130 127 Inventory $ 46,851 $ 46,599 |
Property Plant And Equipment
Property Plant And Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property Plant And Equipment | 5 Property, plant and equipment consisted of the following: Classification March 31, 2021 December 31, 2020 Land $ 10,534 $ 10,447 Leasehold and land improvements 4,158 4,154 Buildings 143,163 142,060 Machinery and equipment 70,080 69,390 Construction in progress 59,773 52,960 Less: Accumulated depreciation (95,125 ) (91,991 ) Property, plant and equipment, net $ 192,583 $ 187,020 |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | 6 INTANGIBLES Intangibles consisted of the following as of: Classification March 31, 2021 December 31, 2020 Licenses $ 13,023 $ 12,870 Branding 3,733 3,688 Computer Software 956 945 Less: Accumulated amortization (395 ) (192 ) Intangibles, net $ 17,317 $ 17,311 The expected future amortization expense for definite-lived intangible assets as of March 31, 2021 was as follows: Fiscal period Remainder of 2021 $ 590 2022 786 2023 780 2024 780 2025 688 Thereafter 9,960 Intangibles, net $ 13,584 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 7 The Company leases a parcel of land in Marfa, Texas that one of its greenhouses resides on as well as two distribution centers located in Fort Worth, Texas and Surrey, British Columbia. The Company leases production-related equipment at its greenhouses in Texas and British Columbia. The Company also leases an office building located in Lake Mary, Florida for its corporate headquarters. The components of lease related expenses are as follows: Three months ended March 31, 2021 2020 Operating lease expense (a) $ 622 $ 608 Finance lease expense: Amortization of right-of-use assets $ 11 $ 21 Interest on lease liabilities — 1 Total finance lease expense $ 11 $ 22 (a) Includes short-term lease costs of Cash paid for amounts included in the measurement of lease liabilities: Three months ended March 31, 2021 2020 Operating cash flows from operating leases $ 128 $ 271 Operating cash flows from finance leases $ - $ 1 Finance cash flows from finance leases $ 155 $ 21 March 31, 2021 Weighted average remaining lease term: Operating leases 4.1 Finance leases 1.1 Weighted average discount rate: Operating leases 5.73 % Finance leases 6.25 % Maturities of lease liabilities are as follows: Operating leases Finance leases Remainder of 2021 $ 980 $ 18 2022 1,090 9 2023 870 — 2024 512 — 2025 258 Thereafter 433 — Undiscounted lease cash flow commitments 4,143 27 Reconciling impact from discounting (452 ) (2 ) Lease liabilities on consolidated statement of financial position as of March 31, 2021 $ 3,691 $ 25 |
PURE SUNFARMS ACQUISITION
PURE SUNFARMS ACQUISITION | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Pure Sunfarms Acquisitions | 8 On November 2, 2020, Village Farms consummated a definitive purchase and sale agreement with Emerald Health Therapeutics Inc. (“Emerald”), acquiring 36,958,500 common shares in the capital of Pure Sunfarms owned by Emerald, and increasing Village Farms’ ownership of Pure Sunfarms to 100%. The shares were acquired for a total purchase price of C$79.9 million (US$60.0 million), satisfied through an initial C$60.0 million (US$45.0 million) cash payment and a C$19.9 million (US$15.0 million) secured promissory note that was payable to Emerald, which promissory note was repaid in full on February 8, 2021. The acquisition was a business combination and has been accounted for in accordance with the measurement and recognition provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations ) The following table shows the allocation of the purchase price to assets acquired and liabilities assumed, based on estimates of fair value, including a summary of the identifiable classes of consideration transferred, and amounts by category of assets acquired and liabilities assumed at the acquisition date: Consideration paid Shares Share Price Amount Cash $ 45,259 Promissory note 15,011 Shareholder loan 4,529 Promissory note owed to PSF from Emerald 439 Due to related party 61 Fair value of previously held investment shares held by Village Farms 52,569,197 $ 1.767 92,881 Total fair value of consideration $ 158,180 November 2, 2020 ASSETS Cash and cash equivalents $ 10,860 Trade receivables, net 10,553 Inventories 32,393 Prepaid expenses and deposits 3,572 Property, plant and equipment 122,831 Goodwill 23,095 Intangibles 16,670 Total assets 219,974 LIABILITIES Trade payables 3,849 Accrued liabilities 13,062 Income taxes payable 2,173 Current maturities of long-term debt 2,306 Deferred revenue 77 Long-term debt 23,903 Deferred tax liabilities 16,424 Total liabilities 61,794 Net assets acquired $ 158,180 Prior to its acquisition on November 2, 2020, the Company accounted for its investment in Pure Sunfarms, in accordance with ASC Topic 323, Equity Method and Joint Ventures On March 2, 2020, pursuant to the Settlement Agreement, Emerald transferred to the Company 2.5% of additional equity in Pure Sunfarms. The Company determined the fair value of the equity received from Emerald to be C$6.5 million (US$4.7 million). The Company recorded this amount as a gain and included it as a gain on settlement agreement on the Condensed Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2020. Summarized financial information of Pure Sunfarms: Three months ended Three months ended March 31, 2021 March 31, 2020 Sales $ 17,459 $ 13,137 Cost of sales* (12,322 ) (6,258 ) Gross Margin 5,137 6,879 Selling, general and administrative expenses (5,119 ) (2,434 ) Income from operations 18 4,445 Interest expense (372 ) (217 ) Foreign exchange loss (149 ) (179 ) Other income, net** (50 ) 4,332 Income before taxes (553 ) 8,381 Recovery of (provision for) income taxes 149 (2,216 ) Net income $ (404 ) $ 6,165 * Included in cost of sales for the three months ended March 31, 2020 is ** Includes gain recognized on settlement of net liabilities of $4,348. |
Investment In Joint Ventures An
Investment In Joint Ventures And Minority Interests | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Joint Ventures and Minority Interests | 9 Village Fields Hemp USA LLC The Company’s share of the joint venture consisted of the following: Balance, January 1, 2020 $ — Share of net loss (3,975 ) Losses applied against joint venture note receivable 3,975 Balance, December 31, 2020 $ — Balance, January 1, 2021 $ — Share of net loss (127 ) Losses applied against joint venture note receivable 127 Balance, March 31, 2021 $ — Summarized financial information of VF Hemp: March 31, 2021 December 31, 2020 Current assets Inventory $ 4,035 $ 4,035 Other current assets 182 302 Non-current assets 885 937 Current liabilities (1,479 ) (1,472 ) Non-current liabilities (13,702 ) (13,697 ) Net assets $ (10,079 ) $ (9,895 ) Reconciliation of net assets: Accumulated retained earnings $ (9,895 ) $ (3,791 ) Net loss (194 ) (6,114 ) Contributions from joint venture partners 10 10 Net assets $ (10,079 ) $ (9,895 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10 March 31, 2021 December 31, 2020 Term Loan - ("FCC Loan") - repayable by monthly principle of payments of $164 and accrued interest at a rate of 3.766%; matures April 1, 2025 $ 28,198 $ 28,690 Term Loan - VFCE: CA$3.0M - non-revolving fixed rate loan with fixed interest rate of 4.98%; matures June 2023 730 797 Advance on term loan - VFCE: CA$250 - repayable in monthly installments of principle plus interest rate of CA$ prime rate plus 200 basis points 60 69 Term Loan - Pure Sunfarms - CA$19.0M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount, interest rate of 4.2%; matures February, 2024 13,177 13,385 Term loan - Pure Sunfarms - CA$25.0 - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount starting June 30, 2021, interest rate of 4.2%; matures February 2024 19,713 16,535 BDC Facility - Pure Sunfarms - non-revolving demand loan at prime interest plus 3.75%, matures December 31, 2031 4,989 4,905 Unamortized deferred financing fees (564 ) (302 ) Total $ 66,303 $ 64,079 The Company’s line of credit (“Operating Loan”) had no amount drawn on the facility as of March 31, 2021, while there was $2,000 drawn as of December 31, 2020. The carrying value of the assets and securities pledged as collateral for the FCC Loan as of March 31, 2021 and December 31, 2020 was $207,762 and $86,664, respectively. The carrying value of the assets pledged as collateral for the Operating Loan as of March 31, 2021 and December 31, 2020 was $25,033 and $23,443, respectively. The Company, excluding Pure Sunfarms’ borrowings, was in compliance with all of its credit facility covenants as of March 31, 2021. On March 15, 2021, Pure Sunfarms entered into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated PSF Credit Agreement) with Farm Credit Canada and two Canadian chartered banks, which extended the maturity date of each of the PSF Revolving Line of Credit, PSF Non-Revolving Facility and the PSF Term Loan through February 7, 2024, included an unlimited guarantee from Village Farms and changed certain financial covenants. The Third Amended and Restated PSF Credit Agreement amends and updates the previous three loan facilities. The PSF Revolving Line of Credit had no balance as of March 31, 2021 and December 31, 2020, respectively. Pure Sunfarms is required to comply with financial covenants, measured quarterly. As of March 31, 2021, Pure Sunfarms was in compliance with the financial covenants. The weighted average interest rate on short-term borrowings as of March 31, 2021 and December 31, 2020 was 4.95% Accrued interest payable on the Credit Facilities and loans as of March 31, 2021 and December 31, 2020 was $177 and $189, respectively, and these amounts are included in accrued liabilities in the interim statements of financial position. The aggregate annual maturities of long-term debt for the remainder of 2021 and thereafter are as follows: Remainder of 2021 $ 5,311 2022 8,001 2023 7,618 2024 26,286 2025 22,300 Thereafter 3,524 Total $ 73,040 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 1 1 The Company’s financial instruments |
Related Party Transactions And
Related Party Transactions And Balances | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction And Balances | 1 2 On March 25, 2019, the Company entered into a Grid Loan Agreement (the “Grid Loan”) with VF Hemp. The Grid Loan has a maturity date of March 25, 2022 and bears simple interest at the rate of 8% per annum, calculated monthly. As of March 31, 2021 and December 31, 2020, the Grid Loan balance was $3,423 One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $37 and $28 in salary and benefits during the three months ended March 31, 2021 and 2020, respectively. During 2020, the Company had advanced $249 to an employee in connection with a relocation at the request of the Company. During the three months ended March 31, 2021, the employee repaid $124 of the outstanding loan balance. The remaining balance will be forgiven following one year of service with the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 A provision for income taxes is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the three months ended March 31, 2021 was 26% compared to 24% for the three months ended March 31, 2020. The recovery of income taxes was $1,839 for the three months ended March 31, 2021 compared to $1,012 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 1 4 Segment reporting is prepared on the same basis that the Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, manages the business, makes operating decisions and assesses performance. Management has determined that the Company operates in three segments. The Company’s three segments include Cannabis, Produce and Energy. The Cannabis segment produces and supplies cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. The Produce business produces, markets, and sells premium quality tomatoes, bell peppers and cucumbers. The Energy business produces power that it sells per a long-term contract to its one customer. The Company’s primary operations are in the United States and Canada. Segment information is summarized below: Three months ended March 31, 2021 2020 Sales Produce $ 34,867 $ 31,962 Cannabis 17,460 — Energy 69 150 $ 52,396 $ 32,112 Gross margin Produce $ 717 $ 943 Cannabis 2,212 — Energy (622 ) (178 ) $ 2,307 $ 765 |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | 1 5 Basic and diluted net income (loss) per ordinary share is calculated as follows: Three months ended March 31, 2021 2020 Numerator: Net (loss) income $ (7,382 ) $ 4,190 Denominator: Weighted average number of common shares - basic 76,022 52,933 Effect of dilutive securities- share-based employee options and awards — 1,242 Weighted average number of common shares - diluted 76,022 54,175 Antidilutive options and awards 300 510 Net (loss) income per ordinary share: Basic $ (0.10 ) $ 0.08 Diluted $ (0.10 ) $ 0.08 |
Shareholders' Equity and Share
Shareholders' Equity and Share Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shareholders' Equity and Share Based Compensation | 1 6 On January 20, 2021, the Company closed a registered direct offering with certain institutional investors for the purchase and sale of an aggregate of 10,887,097 common shares at a purchase price of $12.40 On September 10, 2020, the Company sold 9,396,226 units through a registered direct offering. Each unit that was sold consisted of one common share of the Company and one-half (0.5) of a warrant to purchase a common share of the Company at a price of $5.80. On March 10, 2021, the warrants became exercisable and will expire on September 10, 2025. As of March 31, 2021, 3,045,283 of the warrants have been exercised. Share-based compensation expense for the three months ended March 31, 2021 and 2020 was $1,998 and $529, respectively. Stock option activity for the three months ended March 31, 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 3,067,322 C$ 6.91 6.82 $ 20,051 Exercised (104,000 ) C$ 1.40 0.00 $ — Outstanding at March 31, 2021 2,963,322 C$ 7.10 6.72 $ 28,661 Exercisable at March 31, 2021 1,717,501 C$ 5.45 4.90 $ 19,490 Performance-based shares activity for the three months ended March 31, 2021 was as follows: Number of Performance-based Restricted Share Units Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 869,000 C$ 7.51 Received (243,000 ) C$ 6.53 Outstanding at March 31, 2021 626,000 C$ 7.89 Exercisable at March 31, 2021 5,000 C$ 5.79 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 7 In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of the operations. As of March 31, 2021, Pure Sunfarms had a commitment of $1,000 in the event of a service agreement break up. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18 On May 7, 2021, the Company entered into an Amended and Restated Credit Agreement with Bank of Montreal, which among other things, reduces the revolving commitment to a maximum of $10,000 less letters of credit, and extends the terms of the agreement to May 7, 2024. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following as of: Classification March 31, 2021 December 31, 2020 Cannabis: Available for sale - flower and trim $ 13,785 $ 12,720 Distilled oil 14,288 13,511 Capitalized production costs 1,108 3,438 Other 2,436 2,552 Produce and Energy: Crop inventory 14,454 13,441 Purchased produce inventory 650 810 Spare parts inventory 130 127 Inventory $ 46,851 $ 46,599 |
Property Plant And Equipment (T
Property Plant And Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following: Classification March 31, 2021 December 31, 2020 Land $ 10,534 $ 10,447 Leasehold and land improvements 4,158 4,154 Buildings 143,163 142,060 Machinery and equipment 70,080 69,390 Construction in progress 59,773 52,960 Less: Accumulated depreciation (95,125 ) (91,991 ) Property, plant and equipment, net $ 192,583 $ 187,020 |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | Intangibles consisted of the following as of: Classification March 31, 2021 December 31, 2020 Licenses $ 13,023 $ 12,870 Branding 3,733 3,688 Computer Software 956 945 Less: Accumulated amortization (395 ) (192 ) Intangibles, net $ 17,317 $ 17,311 |
Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets | The expected future amortization expense for definite-lived intangible assets as of March 31, 2021 was as follows: Fiscal period Remainder of 2021 $ 590 2022 786 2023 780 2024 780 2025 688 Thereafter 9,960 Intangibles, net $ 13,584 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of lease related expenses | The components of lease related expenses are as follows: Three months ended March 31, 2021 2020 Operating lease expense (a) $ 622 $ 608 Finance lease expense: Amortization of right-of-use assets $ 11 $ 21 Interest on lease liabilities — 1 Total finance lease expense $ 11 $ 22 (a) Includes short-term lease costs of |
Schedule includes other information about leases | Cash paid for amounts included in the measurement of lease liabilities: Three months ended March 31, 2021 2020 Operating cash flows from operating leases $ 128 $ 271 Operating cash flows from finance leases $ - $ 1 Finance cash flows from finance leases $ 155 $ 21 March 31, 2021 Weighted average remaining lease term: Operating leases 4.1 Finance leases 1.1 Weighted average discount rate: Operating leases 5.73 % Finance leases 6.25 % |
Summary of maturities of lease liabilities | Maturities of lease liabilities are as follows: Operating leases Finance leases Remainder of 2021 $ 980 $ 18 2022 1,090 9 2023 870 — 2024 512 — 2025 258 Thereafter 433 — Undiscounted lease cash flow commitments 4,143 27 Reconciling impact from discounting (452 ) (2 ) Lease liabilities on consolidated statement of financial position as of March 31, 2021 $ 3,691 $ 25 |
Pure Sunfarms Acquisitions (Tab
Pure Sunfarms Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Acquisitions Purchase Price Allocation To Assets Acquired And Liabilities Assumed | The following table shows the allocation of the purchase price to assets acquired and liabilities assumed, based on estimates of fair value, including a summary of the identifiable classes of consideration transferred, and amounts by category of assets acquired and liabilities assumed at the acquisition date: Consideration paid Shares Share Price Amount Cash $ 45,259 Promissory note 15,011 Shareholder loan 4,529 Promissory note owed to PSF from Emerald 439 Due to related party 61 Fair value of previously held investment shares held by Village Farms 52,569,197 $ 1.767 92,881 Total fair value of consideration $ 158,180 November 2, 2020 ASSETS Cash and cash equivalents $ 10,860 Trade receivables, net 10,553 Inventories 32,393 Prepaid expenses and deposits 3,572 Property, plant and equipment 122,831 Goodwill 23,095 Intangibles 16,670 Total assets 219,974 LIABILITIES Trade payables 3,849 Accrued liabilities 13,062 Income taxes payable 2,173 Current maturities of long-term debt 2,306 Deferred revenue 77 Long-term debt 23,903 Deferred tax liabilities 16,424 Total liabilities 61,794 Net assets acquired $ 158,180 |
Pure Sunfarms | |
Business Acquisitions Purchase Price Allocation To Assets Acquired And Liabilities Assumed | Summarized financial information of Pure Sunfarms: Three months ended Three months ended March 31, 2021 March 31, 2020 Sales $ 17,459 $ 13,137 Cost of sales* (12,322 ) (6,258 ) Gross Margin 5,137 6,879 Selling, general and administrative expenses (5,119 ) (2,434 ) Income from operations 18 4,445 Interest expense (372 ) (217 ) Foreign exchange loss (149 ) (179 ) Other income, net** (50 ) 4,332 Income before taxes (553 ) 8,381 Recovery of (provision for) income taxes 149 (2,216 ) Net income $ (404 ) $ 6,165 |
Investment In Joint Ventures _2
Investment In Joint Ventures And Minority Interests (Tables) - Village Fields Hemp USA LLC [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Schedule Of Equity Method Investments [Line Items] | |
Summary of company share of the joint venture | The Company’s share of the joint venture consisted of the following: Balance, January 1, 2020 $ — Share of net loss (3,975 ) Losses applied against joint venture note receivable 3,975 Balance, December 31, 2020 $ — Balance, January 1, 2021 $ — Share of net loss (127 ) Losses applied against joint venture note receivable 127 Balance, March 31, 2021 $ — |
Summary of summarized financial information | Summarized financial information of VF Hemp: March 31, 2021 December 31, 2020 Current assets Inventory $ 4,035 $ 4,035 Other current assets 182 302 Non-current assets 885 937 Current liabilities (1,479 ) (1,472 ) Non-current liabilities (13,702 ) (13,697 ) Net assets $ (10,079 ) $ (9,895 ) Reconciliation of net assets: Accumulated retained earnings $ (9,895 ) $ (3,791 ) Net loss (194 ) (6,114 ) Contributions from joint venture partners 10 10 Net assets $ (10,079 ) $ (9,895 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2021 December 31, 2020 Term Loan - ("FCC Loan") - repayable by monthly principle of payments of $164 and accrued interest at a rate of 3.766%; matures April 1, 2025 $ 28,198 $ 28,690 Term Loan - VFCE: CA$3.0M - non-revolving fixed rate loan with fixed interest rate of 4.98%; matures June 2023 730 797 Advance on term loan - VFCE: CA$250 - repayable in monthly installments of principle plus interest rate of CA$ prime rate plus 200 basis points 60 69 Term Loan - Pure Sunfarms - CA$19.0M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount, interest rate of 4.2%; matures February, 2024 13,177 13,385 Term loan - Pure Sunfarms - CA$25.0 - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount starting June 30, 2021, interest rate of 4.2%; matures February 2024 19,713 16,535 BDC Facility - Pure Sunfarms - non-revolving demand loan at prime interest plus 3.75%, matures December 31, 2031 4,989 4,905 Unamortized deferred financing fees (564 ) (302 ) Total $ 66,303 $ 64,079 |
Schedule of maturities of long term debt | The aggregate annual maturities of long-term debt for the remainder of 2021 and thereafter are as follows: Remainder of 2021 $ 5,311 2022 8,001 2023 7,618 2024 26,286 2025 22,300 Thereafter 3,524 Total $ 73,040 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by the Countries and Business | The Company’s primary operations are in the United States and Canada. Segment information is summarized below: Three months ended March 31, 2021 2020 Sales Produce $ 34,867 $ 31,962 Cannabis 17,460 — Energy 69 150 $ 52,396 $ 32,112 Gross margin Produce $ 717 $ 943 Cannabis 2,212 — Energy (622 ) (178 ) $ 2,307 $ 765 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Ordinary Share | Basic and diluted net income (loss) per ordinary share is calculated as follows: Three months ended March 31, 2021 2020 Numerator: Net (loss) income $ (7,382 ) $ 4,190 Denominator: Weighted average number of common shares - basic 76,022 52,933 Effect of dilutive securities- share-based employee options and awards — 1,242 Weighted average number of common shares - diluted 76,022 54,175 Antidilutive options and awards 300 510 Net (loss) income per ordinary share: Basic $ (0.10 ) $ 0.08 Diluted $ (0.10 ) $ 0.08 |
Shareholders' Equity and Shar_2
Shareholders' Equity and Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of fair value of stock option valuation assumptions | Stock option activity for the three months ended March 31, 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2021 3,067,322 C$ 6.91 6.82 $ 20,051 Exercised (104,000 ) C$ 1.40 0.00 $ — Outstanding at March 31, 2021 2,963,322 C$ 7.10 6.72 $ 28,661 Exercisable at March 31, 2021 1,717,501 C$ 5.45 4.90 $ 19,490 |
Summary of non-vested performance-based restricted share units | Performance-based shares activity for the three months ended March 31, 2021 was as follows: Number of Performance-based Restricted Share Units Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 869,000 C$ 7.51 Received (243,000 ) C$ 6.53 Outstanding at March 31, 2021 626,000 C$ 7.89 Exercisable at March 31, 2021 5,000 C$ 5.79 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021MW | |
Village Fields Hemp USA LLC VF Hemp [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 65.00% |
VF Clean Energy Inc [Member] | Power Plant [Member] | |
Nature Of Operations [Line Items] | |
Generation of Electricity | 7 |
Inventories - Summary of Invent
Inventories - Summary of Inventory Current (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventories | $ 46,851 | $ 46,599 |
Available For Sale Inventory | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 13,785 | 12,720 |
Distilled Oil | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 14,288 | 13,511 |
Capitalized Production Costs | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 1,108 | 3,438 |
Other | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 2,436 | 2,552 |
Crop Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 14,454 | 13,441 |
Purchased Produce [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 650 | 810 |
Spare Parts Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | $ 130 | $ 127 |
Property Plant And Equipment -
Property Plant And Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (95,125) | $ (91,991) |
Property, plant and equipment, net | 192,583 | 187,020 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,534 | 10,447 |
Leaseholds and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,158 | 4,154 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 143,163 | 142,060 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 70,080 | 69,390 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 59,773 | $ 52,960 |
Intangibles - Schedule of Acqui
Intangibles - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (395) | $ (192) |
Intangibles, net | 17,317 | 17,311 |
Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 13,023 | 12,870 |
Branding [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 3,733 | 3,688 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | $ 956 | $ 945 |
Intangibles - Schedule of Expec
Intangibles - Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Fiscal period | |
Remainder of 2021 | $ 590 |
2022 | 786 |
2023 | 780 |
2024 | 780 |
2025 | 688 |
Thereafter | 9,960 |
Intangibles, net | $ 13,584 |
Leases - Summary Of Lease Relat
Leases - Summary Of Lease Related Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Leases [Abstract] | |||
Operating lease expense | [1] | $ 622 | $ 608 |
Amortization of right-of-use assets | 11 | 21 | |
Interest on lease liabilities | 1 | ||
Total finance lease expense | $ 11 | $ 22 | |
[1] | Includes short-term lease costs of |
Leases - Summary Of Lease Rel_2
Leases - Summary Of Lease Related Expenses (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Short-term lease costs | $ 148 | $ 200 |
Leases - Schedule Includes Othe
Leases - Schedule Includes Other Information About Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 128 | $ 271 |
Operating cash flows from finance leases | 1 | |
Finance cash flows from finance leases | $ 155 | $ 21 |
Weighted average remaining lease term: | ||
Operating leases | 4 years 1 month 6 days | |
Finance leases | 1 year 1 month 6 days | |
Weighted average discount rate: | ||
Operating leases | 5.73% | |
Finance leases | 6.25% |
Leases - Summary of maturities
Leases - Summary of maturities of lease matirities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Operating Leases [Member] | |
Remainder of 2021 | $ 980 |
2022 | 1,090 |
2023 | 870 |
2024 | 512 |
2025 | 258 |
Thereafter | 433 |
Undiscounted lease cash flow commitments | 4,143 |
Reconciling impact from discounting | (452) |
Lease liabilities on consolidated statement of financial position as of March 31, 2021 | 3,691 |
Finance Leases [Member] | |
Remainder of 2021 | 18 |
2022 | 9 |
Undiscounted lease cash flow commitments | 27 |
Reconciling impact from discounting | (2) |
Lease liabilities on consolidated statement of financial position as of March 31, 2021 | $ 25 |
Business Combinations - Pure Su
Business Combinations - Pure Sunfarms Acquisition (Details) $ in Thousands, $ in Thousands | Nov. 02, 2020USD ($)shares | Nov. 02, 2020CAD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 02, 2020CAD ($)shares | Mar. 31, 2020USD ($) | Mar. 02, 2020USD ($) | Mar. 02, 2020CAD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
Stockholders Equity | $ 346,887 | $ 205,283 | $ 138,374 | $ 126,459 | |||||
Pure Sunfarms | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional equity transferred percent | 2.50% | 2.50% | |||||||
Additional Equity Interest Received Fair value | $ 4,700 | ||||||||
Pure Sunfarms | Canada, Dollars | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional Equity Interest Received Fair value | $ 6,500 | ||||||||
Emerald Health | Pure Sunfarms | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Date of Acquisition Agreement | Nov. 2, 2020 | Nov. 2, 2020 | |||||||
Business Acquisition, Name of Acquired Entity | Emerald Health Therapeutics Inc. (“Emerald”) | Emerald Health Therapeutics Inc. (“Emerald”) | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||||||
Business Combination, Consideration Transferred, Total | $ 60,000 | ||||||||
Payments to Acquire Businesses | 45,000 | ||||||||
Promissory Notes Payable | 15,011 | ||||||||
Goodwill | 24,314 | ||||||||
Gain on revaluation of previously held investment | $ 23,600 | ||||||||
Emerald Health | Pure Sunfarms | Joint Venture | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 58.70% | 58.70% | |||||||
Stockholders Equity | $ 3,531 | ||||||||
Emerald Health | Pure Sunfarms | Canada, Dollars | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred, Total | $ 79,900 | ||||||||
Payments to Acquire Businesses | 60,000 | ||||||||
Promissory Notes Payable | $ 19,900 | ||||||||
Goodwill | $ 30,618 | ||||||||
Emerald Health | Common Stock [Member] | Pure Sunfarms | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Shares acquired | shares | 36,958,500 | 36,958,500 |
Business Combinations - Summary
Business Combinations - Summary of Assets and Liabilites (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 02, 2020 |
ASSETS | |||
Cash and cash equivalents | $ 10,860 | ||
Trade receivables, net | 10,553 | ||
Inventories | 32,393 | ||
Prepaid expenses and deposits | 3,572 | ||
Property, plant and equipment | 122,831 | ||
Goodwill | $ 24,314 | $ 24,027 | 23,095 |
Intangibles | 16,670 | ||
Total assets | 219,974 | ||
LIABILITIES | |||
Trade payables | 3,849 | ||
Accrued liabilities | 13,062 | ||
Income taxes payable | 2,173 | ||
Current maturities of long-term debt | 2,306 | ||
Deferred revenue | 77 | ||
Long-term debt | 23,903 | ||
Deferred tax liabilities | 16,424 | ||
Total liabilities | 61,794 | ||
Net assets acquired | 158,180 | ||
Pure Sunfarms | Emerald Health | |||
Business Acquisition [Line Items] | |||
Cash | 45,259 | ||
Promissory note | 15,011 | ||
Shareholder loan | 4,529 | ||
Promissory note owed to PSF from Emerald | 439 | ||
Due to related party | $ 61 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | 52,569,197 | ||
Business Acquisition, Share Price | $ 1.767 | ||
Fair value of previously held investment shares held by Village Farms | $ 92,881 | ||
Total fair value of consideration | $ 158,180 |
Business Combinations - Summa_2
Business Combinations - Summary of summarized financial information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Sales | $ 52,396 | $ 32,112 |
Gross margin | 2,307 | 765 |
Net (loss) income | (7,382) | 4,190 |
Pure Sunfarms | ||
Business Acquisition [Line Items] | ||
Sales | 17,459 | 13,137 |
Cost of sales* | (12,322) | (6,258) |
Gross margin | 5,137 | 6,879 |
Selling, general and administrative expenses | (5,119) | (2,434) |
Income from operations | 18 | 4,445 |
Interest expense | (372) | (217) |
Foreign exchange loss | (149) | (179) |
Other income, net** | (50) | 4,332 |
Income before taxes | (553) | 8,381 |
Recovery of (provision for) income taxes | 149 | (2,216) |
Net (loss) income | $ (404) | $ 6,165 |
Business Combinations - Summa_3
Business Combinations - Summary of summarized financial information (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Combinations [Abstract] | |
Depreciation Expense | $ 449 |
Gain recognized on settlement of net liabilities | $ 4,348 |
Investment In Joint Ventures _3
Investment In Joint Ventures And Minority Interests - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Receivable from Joint Venture | $ 3,423 | $ 3,545 | ||
Altum International Pty Ltd [Member] | ||||
Shares issued on exercise of stock options (in shares) | 204,000 | |||
Stock option exercise price | $ 2.45 | |||
Altum International Pty Ltd [Member] | Maximum [Member] | ||||
Equity ownership percentage | 10.00% | |||
V F Hemp | ||||
Equity losses from joint venture | (127) | $ (302) | ||
Receivable from Joint Venture | $ 3,423 |
Investment In Joint Ventures _4
Investment In Joint Ventures And Minority Interests - Summary of company share of the joint venture (Detail) - Village Fields Hemp USA LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share of net loss | $ (127) | $ (3,975) |
Losses applied against joint venture note receivable | $ 127 | $ 3,975 |
Investment In Joint Ventures _5
Investment In Joint Ventures And Minority Interests - Summary of summarized financial information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Current liabilities | |||
Current liabilities | $ 58,690 | $ 72,280 | |
Summary of Income Statement: | |||
Net (loss) income | (7,382) | $ 4,190 | |
Village Fields Hemp USA LLC [Member] | |||
Current assets | |||
Inventory | 4,035 | 4,035 | |
Other current assets | 182 | 302 | |
Current liabilities | |||
Non-current liabilities | (13,702) | (13,697) | |
Net assets | (10,079) | (9,895) | |
Reconciliation of net assets: | |||
Accumulated retained earnings | (9,895) | (3,791) | |
Contributions from joint venture partners | 10 | 10 | |
Net assets | (10,079) | (9,895) | |
Summary of Income Statement: | |||
Net (loss) income | (194) | (6,114) | |
Village Fields Hemp USA LLC [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||
Current assets | |||
Non-current assets | 885 | 937 | |
Current liabilities | |||
Current liabilities | $ (1,479) | $ (1,472) |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Term Loan | $ 66,303 | $ 64,079 |
Unamortized deferred financing fees | (564) | (302) |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 28,198 | 28,690 |
Term Loan (VFCE) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 730 | 797 |
Advance On Term Loan VFCE [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 60 | 69 |
Term Loan One [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | 13,177 | 13,385 |
Term Loan Two [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | 19,713 | 16,535 |
BDC Facility [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | $ 4,989 | $ 4,905 |
Debt - Schedule of Debt (Parent
Debt - Schedule of Debt (Parenthetical) (Detail) - 3 months ended Mar. 31, 2021 $ in Millions, $ in Millions | USD ($) | CAD ($) |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 164 | |
Debt instrument, interest rate during period | 3.766% | 3.766% |
Debt Instrument Maturity Date | Apr. 1, 2025 | Apr. 1, 2025 |
Term Loan (VFCE) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 3 | |
Debt instrument, interest rate during period | 4.98% | 4.98% |
Debt Instrument Maturity Date | Jun. 30, 2023 | Jun. 30, 2023 |
Advance On Term Loan VFCE [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 250 | |
Debt instrument, basis point | 200 | 200 |
Term Loan One [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 19 | |
Debt instrument, interest rate during period | 4.20% | 4.20% |
Debt Instrument Maturity Date | Feb. 29, 2024 | Feb. 29, 2024 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Term Loan Two [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 25 | |
Debt instrument, interest rate during period | 4.20% | 4.20% |
Debt Instrument Maturity Date | Feb. 29, 2024 | Feb. 29, 2024 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Debt instrument, maturity start date | Jun. 30, 2021 | Jun. 30, 2021 |
BDC Facility [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 3.75% | 3.75% |
Debt Instrument Maturity Date | Dec. 31, 2031 | Dec. 31, 2031 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Borrowings [Line Items] | ||
Line of credit | $ 2,000,000 | |
Weighted average interest rate | 4.95% | 5.11% |
Accounts Payable and Accrued Liabilities | ||
Disclosure Of Borrowings [Line Items] | ||
Accrued interest payable | $ 177,000 | $ 189,000 |
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Securities pledged as collateral | 207,762,000 | 86,664,000 |
Revolving Operating Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Amounts drawn on facility | 0 | 2,000 |
Securities pledged as collateral | 25,033,000 | 23,443,000 |
Term Loan One [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Line of credit | $ 0 | $ 0 |
Debt - Summary of Aggregate Ann
Debt - Summary of Aggregate Annual Maturities of Long-Term Debt (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 5,311 |
2022 | 8,001 |
2023 | 7,618 |
2024 | 26,286 |
2025 | 22,300 |
Thereafter | 3,524 |
Long-term debt | $ 73,040 |
Related Party Transactions An_2
Related Party Transactions And Balances - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Salary and benefits to employee | $ 37 | $ 28 | |
Outstanding loan balance repaid by employee | 124 | ||
Employee Relocation [Member] | |||
Related Party Transaction [Line Items] | |||
Relocation expense | $ 249 | ||
Grid Loan Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Loans receivable, related parties | $ 3,423 | $ 3,545 | |
V F Hemp | |||
Related Party Transaction [Line Items] | |||
Debt securities maturity date | Mar. 25, 2022 | ||
Loan interest rate percentage | 8.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Estimated Average Annual Tax Rate | 26.00% | 24.00% |
Recovery of income taxes | $ 1,839 | $ 1,012 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of net sales by the countries and business (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues [Abstract] | ||
Revenues | $ 52,396 | $ 32,112 |
Gross Profit [Abstract] | ||
Gross Margin | 2,307 | 765 |
Produce Business [Member] | ||
Revenues [Abstract] | ||
Revenues | 34,867 | 31,962 |
Gross Profit [Abstract] | ||
Gross Margin | 717 | 943 |
Cannabis Business [Member] | ||
Revenues [Abstract] | ||
Revenues | 17,460 | |
Gross Profit [Abstract] | ||
Gross Margin | 2,212 | |
Energy Business [Member] | ||
Revenues [Abstract] | ||
Revenues | 69 | 150 |
Gross Profit [Abstract] | ||
Gross Margin | $ (622) | $ (178) |
Income (Loss) Per Share - Summa
Income (Loss) Per Share - Summary of Basic and Diluted Net Income (Loss) per Ordinary Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net (loss) income | $ (7,382) | $ 4,190 |
Denominator: | ||
Weighted average number of common shares - basic | 76,022 | 52,933 |
Effect of dilutive securities- share-based employee options and awards | 1,242 | |
Weighted average number of common shares - diluted | 76,022 | 54,175 |
Antidilutive options and awards | 300 | 510 |
Net (loss) income per ordinary share: | ||
Basic | $ (0.10) | $ 0.08 |
Diluted | $ (0.10) | $ 0.08 |
Shareholders' Equity and Shar_3
Shareholders' Equity and Share Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 20, 2021 | Sep. 10, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Shares issued in pubic offering, net of issuance costs (in shares) | 10,887,097 | 9,396,226 | ||
Purchase price | $ 12.40 | |||
Proceeds from issuance of common stock before placement agent fees and offering expense | $ 135,000 | |||
Description of units sold | Each unit that was sold consisted of one common share of the Company and one-half (0.5) of a warrant to purchase a common share of the Company | |||
Class of warrant or right, exercise price of warrants or rights | $ 5.80 | |||
Warrants exercisable beginning date | Mar. 10, 2021 | |||
Warrants exercisable expiration date | Sep. 10, 2025 | |||
Number of warrants exercised | 3,045,283 | |||
Share based compensation expense | $ 1,998 | $ 529 |
Shareholders' Equity and Shar_4
Shareholders' Equity and Share Based Compensation - Summary Of Stock Option (Detail) - Stock Option [Member] $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning balance | shares | 3,067,322 | ||
Number of Options, Exercised | shares | (104,000) | ||
Number of Options, Ending balance | shares | 2,963,322 | 3,067,322 | |
Number of Options, Exercisable | shares | 1,717,501 | ||
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 6.91 | ||
Weighted Average Exercise Price, Exercised | $ / shares | 1.40 | ||
Weighted Average Exercise Price, Ending balance | $ / shares | $ 7.10 | $ 6.91 | |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 5.45 | ||
Weighted Average Remaining Contractual Term (years) | 6 years 8 months 19 days | 6 years 9 months 25 days | |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years | ||
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 10 months 24 days | ||
Aggregate Intrinsic Value, Ending balance | $ | $ 28,661 | $ 20,051 | |
Aggregate Intrinsic Value, Excercisable | $ | $ 19,490 |
Shareholders' Equity and Shar_5
Shareholders' Equity and Share Based Compensation - Summary of Performance base restricted share unit activity (Detail) - Performance-Based Restricted Share Unit [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Performance-based Restricted Share Units, Beginning balance | shares | 869,000 |
Number of Performance-based Restricted Share Units, Received | shares | (243,000) |
Number of Performance-based Restricted Share Units, Ending balance | shares | 626,000 |
Number of Performance-based Restricted Share Units, Exercisable | shares | 5,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 7.51 |
Weighted Average Grant Date Fair Value, Received | $ / shares | 6.53 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | 7.89 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares | $ 5.79 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Pure Sunfarms [Member] | |
Loss Contingencies [Line Items] | |
Event commitment of service agreement break up | $ 1,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Amended and Restated Credit Agreement with Bank of Montreal [Member] - Subsequent Event [Member] | May 07, 2021USD ($) |
Subsequent Event [Line Items] | |
Extends terms of the agreement | May 7, 2024 |
Letter of Credit [Member] | |
Subsequent Event [Line Items] | |
Reduces the revolving commitment | $ 10,000 |