Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 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 | A6 | |
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 | 110,238,929 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 35,483 | $ 16,676 |
Restricted cash | 5,000 | 5,000 |
Trade receivables | 28,541 | 27,558 |
Inventories | 77,059 | 70,582 |
Other receivables | 332 | 309 |
Income tax receivable, net | 2 | 6,900 |
Prepaid expenses and deposits | 6,747 | 5,959 |
Total current assets | 153,164 | 132,984 |
Non-current assets | ||
Property, plant and equipment | 202,198 | 207,701 |
Investments | 2,109 | 2,109 |
Goodwill | 66,118 | 66,225 |
Intangibles | 34,955 | 37,157 |
Deferred tax asset | 4,201 | 4,201 |
Right-of-use assets | 13,069 | 9,132 |
Other assets | 1,888 | 5,776 |
Total assets | 477,702 | 465,285 |
Current liabilities | ||
Line of credit | 4,000 | 7,529 |
Trade payables | 19,378 | 24,894 |
Current maturities of long-term debt | 9,284 | 9,646 |
Accrued sales taxes | 14,029 | 11,594 |
Accrued loyalty program | 1,817 | 2,060 |
Accrued liabilities | 15,895 | 13,064 |
Lease liabilities - current | 1,955 | 1,970 |
Other current liabilities | 2,529 | 1,458 |
Total current liabilities | 68,887 | 72,215 |
Non-current liabilities | ||
Long-term debt | 39,811 | 43,821 |
Deferred tax liability | 18,992 | 19,756 |
Lease liabilities - non-current | 11,804 | 7,785 |
Other liabilities | 1,869 | 1,714 |
Total liabilities | 141,363 | 145,291 |
Commitments and contingencies | ||
MEZZANINE EQUITY | ||
Redeemable non-controlling interest | 15,238 | 16,164 |
SHAREHOLDERS’ EQUITY | ||
Common stock, no par value per share - unlimited shares authorized;110,238,929 shares issued and outstanding at September 30, 2023 and 91,788,929 shares issued and outstanding at December 31, 2022. | 386,719 | 372,429 |
Additional paid in capital | 25,635 | 13,372 |
Accumulated other comprehensive loss | (8,187) | (8,371) |
Retained earnings | (83,682) | (74,367) |
Total Village Farms International, Inc. shareholders' equity | 320,485 | 303,063 |
Non-controlling interest | 616 | 767 |
Total shareholders' equity | 321,101 | 303,830 |
Total liabilities, mezzanine equity and shareholders’ equity | $ 477,702 | $ 465,285 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Assets [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common Stock, Shares, Issued | 110,238,929 | 91,788,929 |
Common Stock, Shares, Outstanding | 110,238,929 | 91,788,929 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Income (Loss) and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 69,510 | $ 71,056 | $ 211,378 | $ 224,115 |
Cost of sales | (54,889) | (62,682) | (172,958) | (199,514) |
Gross margin | 14,621 | 8,374 | 38,420 | 24,601 |
Selling, general and administrative expenses | (15,822) | (17,794) | (49,980) | (54,245) |
Interest expense | (988) | (982) | (3,532) | (2,330) |
Interest income | 262 | 60 | 741 | 129 |
Foreign exchange loss, net | (971) | (1,963) | (302) | (2,171) |
Other (expense) income | (19) | (10) | 5,613 | (7) |
Write-off of joint venture loan | (592) | |||
Impairments | (29,799) | |||
Loss before taxes and loss from equity method investments | (2,917) | (12,315) | (9,040) | (64,414) |
Recovery of (provision for) income taxes | 1,664 | 3,183 | (269) | 14,563 |
Loss from equity method investments | (2,667) | |||
Loss including non-controlling interests | (1,253) | (9,132) | (9,309) | (52,518) |
Less: net (income) loss attributable to non-controlling interests, net of tax | (46) | 387 | (6) | 701 |
Net loss attributable to Village Farms International, Inc. shareholders | $ (1,299) | $ (8,745) | $ (9,315) | $ (51,817) |
Basic loss per share attributable to Village Farms International, Inc. shareholders | $ (0.01) | $ (0.1) | $ (0.09) | $ (0.59) |
Diluted loss per share attributable to Village Farms International, Inc. shareholders | $ (0.01) | $ (0.1) | $ (0.09) | $ (0.59) |
Weighted average number of common shares used in the computation of net loss per share (in thousands): | ||||
Basic | 110,239 | 88,684 | 108,214 | 88,543 |
Diluted | 110,239 | 88,684 | 108,214 | 88,543 |
Loss including non-controlling interests | $ (1,253) | $ (9,132) | $ (9,309) | $ (52,518) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (5,986) | (14,780) | (899) | (17,911) |
Comprehensive loss including non-controlling interests | (7,239) | (23,912) | (10,208) | (70,429) |
Comprehensive (income) loss attributable to non-controlling interests | 353 | 1,499 | (50) | 1,929 |
Comprehensive loss attributable to Village Farms International, Inc. shareholders | $ (6,886) | $ (22,413) | $ (10,258) | $ (68,500) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2021 | $ 408,405 | $ 365,561 | $ 9,369 | $ 6,696 | $ 26,779 | |
Beggining Balance (in shares) at Dec. 31, 2021 | 88,234 | |||||
Mezzanine Equity, Beginning balance at Dec. 31, 2021 | 16,433 | |||||
Proceeds from issuance of common stock / Shares issued in public offering, net of issuance costs | 824 | $ 824 | ||||
Proceeds from issuance of common stock / Shares issued in pubic offering, net of issuance costs (in shares) | 450 | |||||
Shares issued on exercise of stock options | 192 | $ 176 | 16 | |||
Shares issued on exercise of stock options (in shares) | 345 | |||||
Share-based compensation | 3,004 | 3,004 | ||||
Recognition of non-controlling interest on acquisition | 767 | $ 767 | ||||
Cumulative translation adjustment | (17,911) | (17,911) | ||||
Net (loss) Income | (51,817) | (51,817) | ||||
Mezzanine Equity, Net loss | (701) | |||||
Ending Balance at Sep. 30, 2022 | 343,464 | $ 366,561 | 12,389 | (11,215) | (25,038) | 767 |
Ending Balance (in shares) at Sep. 30, 2022 | 89,029 | |||||
Mezzanine Equity, Ending balance at Sep. 30, 2022 | 15,732 | |||||
Beginning Balance at Jun. 30, 2022 | 364,472 | $ 365,737 | 11,463 | 3,565 | (16,293) | |
Beggining Balance (in shares) at Jun. 30, 2022 | 88,572 | |||||
Mezzanine Equity, Beginning balance at Jun. 30, 2022 | 16,119 | |||||
Proceeds from issuance of common stock / Shares issued in public offering, net of issuance costs | 824 | $ 824 | ||||
Proceeds from issuance of common stock / Shares issued in pubic offering, net of issuance costs (in shares) | 450 | |||||
Share-based compensation (in shares) | 7 | |||||
Share-based compensation | 926 | 926 | ||||
Recognition of non-controlling interest on acquisition | 767 | 767 | ||||
Cumulative translation adjustment | (14,780) | (14,780) | ||||
Net (loss) Income | (8,745) | (8,745) | ||||
Mezzanine Equity, Net loss | (387) | |||||
Ending Balance at Sep. 30, 2022 | 343,464 | $ 366,561 | 12,389 | (11,215) | (25,038) | 767 |
Ending Balance (in shares) at Sep. 30, 2022 | 89,029 | |||||
Mezzanine Equity, Ending balance at Sep. 30, 2022 | 15,732 | |||||
Beginning Balance at Dec. 31, 2022 | 303,830 | $ 372,429 | 13,372 | (8,371) | (74,367) | 767 |
Beggining Balance (in shares) at Dec. 31, 2022 | 91,789 | |||||
Mezzanine Equity, Beginning balance at Dec. 31, 2022 | 16,164 | |||||
Proceeds from issuance of common stock / Shares issued in public offering, net of issuance costs | 14,207 | $ 14,207 | ||||
Proceeds from issuance of common stock / Shares issued in pubic offering, net of issuance costs (in shares) | 18,350 | |||||
Warrants issued in public offering | 9,128 | 9,128 | ||||
Shares issued on exercise of stock options | 83 | $ 83 | ||||
Shares issued on exercise of stock options (in shares) | 100 | |||||
Share-based compensation | 3,135 | 3,135 | ||||
Cumulative translation adjustment | 213 | 184 | 29 | |||
Net (loss) Income | (9,495) | (9,315) | (180) | |||
Mezanine Equity, Cumulative translation adjustment | (1,111) | |||||
Mezzanine Equity, Net loss | 185 | |||||
Ending Balance at Sep. 30, 2023 | 321,101 | $ 386,719 | 25,635 | (8,187) | (83,682) | 616 |
Ending Balance (in shares) at Sep. 30, 2023 | 110,239 | |||||
Mezzanine Equity, Ending balance at Sep. 30, 2023 | 15,238 | |||||
Beginning Balance at Jun. 30, 2023 | 326,608 | $ 386,719 | 24,888 | (3,284) | (82,383) | 668 |
Beggining Balance (in shares) at Jun. 30, 2023 | 110,239 | |||||
Mezzanine Equity, Beginning balance at Jun. 30, 2023 | 16,223 | |||||
Share-based compensation | 747 | 747 | ||||
Cumulative translation adjustment | (4,874) | (4,903) | 29 | |||
Net (loss) Income | (1,380) | (1,299) | (81) | |||
Mezanine Equity, Cumulative translation adjustment | (1,111) | |||||
Mezzanine Equity, Net loss | 126 | |||||
Ending Balance at Sep. 30, 2023 | 321,101 | $ 386,719 | $ 25,635 | $ (8,187) | $ (83,682) | $ 616 |
Ending Balance (in shares) at Sep. 30, 2023 | 110,239 | |||||
Mezzanine Equity, Ending balance at Sep. 30, 2023 | $ 15,238 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows provided by (used in) operating activities: | ||
Net loss attributable to Village Farms International, Inc. shareholders | $ (9,315) | $ (51,817) |
Adjustments to reconcile net loss attributable to Village Farms International, Inc. shareholders to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 11,726 | 11,061 |
Amortization of deferred charges | 102 | 171 |
Share of loss from joint ventures | 2,667 | |
Net loss attributable to non-controlling interest | 6 | (701) |
Interest expense | 3,532 | 2,330 |
Interest income | (741) | (129) |
Interest paid on long-term debt | (3,645) | (2,989) |
Unrealized foreign exchange loss | 92 | 77 |
Impairments | 29,799 | |
Write-off of joint venture loan | 592 | |
Loss (gain) on disposal of assets | 1 | (7) |
Non-cash lease expense | 1,615 | 775 |
Share-based compensation | 3,135 | 3,004 |
Deferred income taxes | 1,748 | (19,670) |
Changes in non-cash working capital items | (1,451) | 11,621 |
Net cash provided by (used in) operating activities | 6,805 | (13,216) |
Cash flows (used in) provided by investing activities: | ||
Purchases of property, plant and equipment | (4,358) | (12,869) |
Acquisitions, net | (4,693) | |
Issuance of note receivable | (1,914) | |
Repayment of note receivable | 835 | |
Net cash used in investing activities | (3,523) | (19,476) |
Cash flows provided by (used in) financing activities: | ||
Proceeds from borrowings | 4,000 | |
Repayments on borrowings | (7,858) | (6,262) |
Proceeds from issuance of common stock and warrants | 24,772 | 824 |
Issuance costs | (1,437) | |
Proceeds from exercise of stock options | 83 | 192 |
Payments on capital lease obligations | (782) | |
Net cash provided by (used in) financing activities | 15,560 | (2,028) |
Effect of exchange rate changes on cash and cash equivalents | (35) | (782) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 18,807 | (35,502) |
Cash, cash equivalents and restricted cash, beginning of period | 21,676 | 58,667 |
Cash, cash equivalents and restricted cash, end of period | 40,483 | $ 23,165 |
Non-cash investing and financing activities: | ||
Operating lease right-of-use assets | 5,578 | |
Operating lease liabilities | $ 5,578 |
Business, Basis Of Presentation
Business, Basis Of Presentation And Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Business, Basis Of Presentation And Significant Accounting Policies | 1. BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Village Farms International, Inc. (“VFF” and, together with its subsidiaries, the “Company”, “we”, “us”, or “our”) is a corporation existing under the Ontario Business Corporations Act. VFF’s principal operating subsidiaries as of September 30, 2023 are Village Farms Canada Limited Partnership, Village Farms, L.P., Pure Sunfarms Corp. (“Pure Sunfarms”), and Balanced Health Botanicals, LLC (“Balanced Health”). VFF also owns a 70 % interest in Rose LifeScience Inc. (“Rose”) and an 85 % interest in Leli Holland B.V. ("Leli"). The address of the registered office of VFF is 4700-80th Street, Delta, British Columbia, Canada, V4K 3N3. The Company’s shares are listed on Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”. Village Farms 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. Its wholly owned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products sold to other licensed providers and provincial governments across Canada and internationally. Through its 70 % ownership of Rose, the Company has a substantial presence in the Province of Quebec as a cannabis supplier, producer and commercialization expert. The Company’s wholly owned subsidiary, Balanced Health, develops and sells high-quality cannabidiol (“CBD”) based products including ingestible, edible and topical applications. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated statement of financial position as of December 31, 2022 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 contained in the Company’s 2022 Annual Report on Form 10-K. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented have been included. When necessary, certain prior year amounts have been reclassified to conform with the current period presentation. For the three and nine months ended September 30, 2022 , share-based compensation has been reclassified to selling, general and administrative expenses on the condensed consolidated Statements of Operations and Comprehensive Income (Loss) to conform with the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these consolidated financial statements are adequate to make the information not misleading. Principals of Consolidation The accompanying condensed consolidated financial statements include Village Farms International, Inc. and its subsidiaries and include the accounts of all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Other parties’ interests in entities that the Company consolidates are reported as non-controlling interests within equity, except for mandatorily redeemable non-controlling interests, which are recorded within mezzanine equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence. For equity investees in which the Company has an undivided interest in the assets, liabilities and profits or losses of an unconsolidated entity, but does not exercise control over the entity, the Company consolidates its proportional interest in the accounts of the entity. Translations of Foreign Currencies The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all the Company’s foreign operations use their local currency as their functional currency. For foreign operations for which the local currency is not the functional currency, the operation’s non-monetary assets are remeasured into U.S. dollars at historical exchange rates. All other accounts are remeasured at current exchange rates. General Economic, Regulatory and Market Conditions The Company has experienced, and may continue to experience, direct and indirect negative effects on its business and operations from negative economic, regulatory and market conditions, including recent inflationary effects on fuel prices, labor and materials costs, rising interest rates, potential recessionary impacts and supply chain disruptions that could negatively affect demand for new projects and/or delay existing project timing or cause increased project costs. The extent to which general economic, regulatory and market conditions could affect the Company’s business, operations and financial results is uncertain as it will depend upon numerous evolving factors that management may not be able to accurately predict, and, therefore, any future impacts on the Company’s business, financial condition and/or results of operations cannot be quantified or predicted with specificity. Recent Accounting Pronouncements No accounting pronouncements recently issued or newly effective have had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES Inventories consisted of the following as of: Classification September 30, 2023 December 31, 2022 Cannabis: Raw materials $ 1,180 $ 1,089 Work-in-progress 6,452 10,872 Finished goods 47,510 36,094 Packaging 7,149 6,909 Produce and Energy: Crop inventory 14,028 14,886 Purchased produce inventory 683 599 Spare parts inventory and packaging 57 133 Inventory $ 77,059 $ 70,582 |
Property Plant And Equipment
Property Plant And Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property Plant And Equipment | 3. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following as of: Classification September 30, 2023 December 31, 2022 Land $ 13,387 $ 13,411 Leasehold and land improvements 5,533 5,372 Buildings 214,014 214,146 Machinery and equipment 85,494 82,396 Construction in progress 11,786 10,033 Less: Accumulated depreciation ( 128,016 ) ( 117,657 ) Property, plant and equipment, net $ 202,198 $ 207,701 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2023: Cannabis - Canada Cannabis - United States Total Balance as of December 31, 2022 $ 44,886 $ 21,339 $ 66,225 Foreign currency translation adjustment ( 107 ) — ( 107 ) Balance as of September 30, 2023 $ 44,779 $ 21,339 $ 66,118 Intangible Assets Intangibles consisted of the following as of: Classification September 30, 2023 December 31, 2022 Licenses $ 17,983 $ 17,691 Brand and trademarks* 12,710 12,719 Customer relationships 13,260 13,291 Computer software 1,952 1,955 Other* 144 144 Less: Accumulated amortization ( 6,464 ) ( 4,013 ) Less: Impairments ( 4,630 ) ( 4,630 ) Intangibles, net $ 34,955 $ 37,157 * Indefinite-lived intangible assets The expected future amortization expense for definite-lived intangible assets as of September 30, 2023 was as follows: Fiscal period Remainder of 2023 $ 777 2024 3,107 2025 3,021 2026 2,932 2027 2,932 Thereafter 13,962 Intangibles, net $ 26,731 Assessment for Indicators of Impairment At the end of each reporting period, the Company assesses whether events or changes in circumstances have occurred that would indicate an impairment. The Company considers external and internal factors, including overall financial performance and relevant entity-specific factors, as part of this assessment. During the first nine months of 2023, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S. and Canadian cannabis segments. As part of this assessment, the Company considered both external and internal factors, including overall financial performance and outlook. At September 30, 2023, the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts. Throughout 2022, the Company recognized macroeconomic challenges, decreases in market capitalization, decreases in transaction multiples, and continued ambiguity in federal regulations with respect to the U.S. CBD market. During the second quarter of 2022, when the Company considered these qualitative factors in assessing impairment indicators it concluded that the Company's U.S. - Cannabis segment more likely than not was impaired. The Company tested that segment’s assets, including goodwill and intangible assets for impairment. Cannabis - U.S. - Goodwill The recoverable amount of the reporting unit was determined based on a transaction multiple of somewhat similar CBD-based companies. Management concluded that as of June 30, 2022, the recoverable amount was lower than its carrying amount and as a result, an impairment charge to goodwill of $ 25,169 was allocated to the reporting unit. The significant assumptions applied to the determination of the recoverable amount are described below: • Transaction multiples: A market-based revenue multiple of 1.6 x was utilized to determine the recoverable amount. A decrease in the multiple of .25 x, would increase the impairment to goodwill by $ 7,000 . Cannabis - U.S. - Brand The recoverable amount of the brand was determined based on a discounted cash flow projection. Specifically, the Company utilized a relief from royalty valuation technique to arrive at the recoverable amount of the brand. Management concluded that as of June 30, 2022, the recoverable amount was lower than its carrying value of $ 9,250 and as a result, an impairment charge to the brand intangible of $ 4,630 was allocated to the reporting unit. The significant assumptions applied to the determination of the recoverable amount are described below: • Post-tax discount rate: A market participant post-tax discount rate applied to the after-tax forecast cash flows was 11 %. An increase of 1 % to the discount rate would increase the impairment by approximately $ 530 . • Royalty rate: An incremental royalty rate of 4.0 % of revenues was applied to brand-specific revenues. A decrease to the incremental royalty rate by 0.5 % would increase the impairment to brand by $ 1,490 . • Future revenues: A decrease in future revenues by 10 % would increase the impairment by approximately $ 470 . |
Line of Credit and Long-term De
Line of Credit and Long-term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit and Long-term Debt | 5. LINE OF CREDIT AND LONG-TERM DEBT The following table provides details for the carrying values of debt as of: September 30, 2023 December 31, 2022 Term Loan - ("FCC Loan") - repayable by monthly principal payments of $ 164 and accrued interest at a rate of 8.93 %; matures April 1, 2025 $ 23,280 $ 24,755 Term Loan - Pure Sunfarms - C$ 19.0 M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, interest rate of 9.20 %; matures February, 2026 8,534 9,664 Term loan - Pure Sunfarms - C$ 25.0 M - 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 9.20 %; matures February, 2026 13,449 14,867 BDC Facility - Pure Sunfarms - non-revolving demand loan repayable by monthly principal payments of C$ 52 and accrued interest at a rate of 10.95 %, matures December 31, 2031 3,832 4,181 Total $ 49,095 $ 53,467 On March 13, 2023, the Company entered into a Note Modification Agreement (the “Modification”) for its line of credit ("Operating Loan"). The Modification eliminated the use of LIBOR as a basis to determine certain interest rates and transitioned to the Secured Overnight Financing Rate (“SOFR”) for such purposes. This Modification did not have a material effect on the Company's results of operations or its financial position. The Company’s Operating Loan had $ 4,000 amount drawn on the facility as of September 30, 2023 and December 31, 2022. The carrying value of the assets and securities pledged as collateral for the FCC Loan as of September 30, 2023 and December 31, 2022 was $ 122,823 and $ 113,159 , respectively. The carrying value of the assets pledged as collateral for the Operating Loan as of September 30, 2023 and December 31, 2022 was $ 25,553 and $ 26,666 , respectively. The Pure Sunfarms line of credit had $ 0 and $ 3,529 outstanding as of September 30, 2023 and December 31, 2022 , respectively. Pure Sunfarms had an outstanding letter of credit issued to BC Hydro against the revolving line of credit of C$ 0 and C$ 4,145 as of September 30, 2023 and December 31, 2022, respectively. The Company is required to comply with financial covenants, measured either quarterly or annually depending on the covenant. The Company was in compliance with all its credit facility covenants as of September 30, 2023. The weighted average annual interest rate on short-term borrowings as of September 30, 2023 and December 31, 2022 was 9.86 % and 9.12 %, respectively. Accrued interest payable on all long-term debt as of September 30, 2023 and December 31, 2022 was $ 385 and $ 398 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position. The aggregate annual principal maturities of long-term debt for the remainder of 2023 and thereafter are as follows: Remainder of 2023 $ 1,660 2024 5,814 2025 24,668 2026 14,652 2027 460 Thereafter 1,841 Total $ 49,095 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 6. FINANCIAL INSTRUMENTS The Company’s financial instruments include cash and cash equivalents, trade receivables, note receivables, investments, trade payables, accrued liabilities, lease liabilities, note payables and debt. The carrying value of cash and cash equivalents, trade receivables, notes receivable, trade payables, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments. The carrying value of lease liabilities, notes payable, and debt approximate their fair values due to insignificant changes in credit risk. For its investments, the Company has selected the practicability election to fair value measurement, under which the investment is measured at cost, less impairment, plus or minus observable price changes of an identical or similar investment. |
Related Party Transactions And
Related Party Transactions And Balances | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transaction And Balances | 7. RELATED PARTY TRANSACTIONS AND BALANCES One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $ 103 and $ 85 in salary and benefits during the nine months ended September 30, 2023 and 2022 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company has recorded a recovery of (provision for) income taxes of $ 1,664 and ($ 269 ) for the three and nine months ended September 30, 2023, respectively, compared with a recovery of income taxes of $ 3,183 and $ 14,563 for the same periods last year. 31,655 as of September 30, 2023 and $ 30,419 as of December 31, 2022. The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future. If the Company incurs future losses, it may be necessary to record additional valuation allowance related to the deferred tax assets recognized as of September 30, 2023. $ 4,201 and were primarily derived from net operating loss carryforwards. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 9. SEGMENT AND GEOGRAPHIC INFORMATION 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. As of September 30, 2023 , the Company’s four segments are as follows: Segment Description Produce The Produce segment produces, markets, and sells premium quality tomatoes, bell peppers and cucumbers. Cannabis – Canada The Cannabis – Canada segment produces and supplies cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. Cannabis – United States The Cannabis – United States segment develops and sells high-quality, CBD-based health and wellness products including ingestible, edible and topical applications. Energy 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales Produce $ 35,712 $ 35,527 $ 114,125 $ 124,052 Cannabis - Canada 28,810 30,394 81,987 81,956 Cannabis - United States 4,988 5,135 15,266 17,971 Energy — — — 136 $ 69,510 $ 71,056 $ 211,378 $ 224,115 Gross margin Produce $ 1,492 $ ( 3,303 ) $ ( 654 ) $ ( 16,560 ) Cannabis - Canada 9,944 8,198 29,114 29,216 Cannabis - United States 3,185 3,523 9,981 12,072 Energy — ( 44 ) ( 21 ) ( 127 ) $ 14,621 $ 8,374 $ 38,420 $ 24,601 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 10. LOSS PER SHARE Basic and diluted net loss per common share is calculated as follows: Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Village Farms International, Inc. shareholders $ ( 1,299 ) $ ( 8,745 ) $ ( 9,315 ) $ ( 51,817 ) Denominator: Weighted average number of common shares - basic 110,239 88,684 108,214 88,543 Effect of dilutive securities- share-based employee options and awards — — — — Weighted average number of common shares - diluted 110,239 88,684 108,214 88,543 Antidilutive options and awards 6,509 3,627 6,509 3,592 Net loss per ordinary share: Basic $ ( 0.01 ) $ ( 0.10 ) $ ( 0.09 ) $ ( 0.59 ) Diluted $ ( 0.01 ) $ ( 0.10 ) $ ( 0.09 ) $ ( 0.59 ) |
Shareholders' Equity and Share
Shareholders' Equity and Share Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Shareholders' Equity and Share Based Compensation | 11. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION Share-based compensation expense for the three and nine months ended September 30, 2023 was $ 747 and $ 3,135 , respectively, and $ 926 and $ 3,004 for the three and nine months ended September 30, 2022, respectively. Stock option activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2023 4,089,418 $ 5.76 6.77 $ 152 Granted 2,671,896 $ 0.99 9.17 $ 125 Exercised ( 100,000 ) $ 0.83 $ 71 Forfeited ( 152,500 ) $ 5.15 Outstanding at September 30, 2023 6,508,814 $ 3.84 7.31 $ 99 Exercisable at September 30, 2023 3,147,929 $ 6.11 5.49 $ 2 Performance-based shares activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Average Grant Date Fair Value Outstanding at January 1, 2023 30,000 $ 8.31 Outstanding at September 30, 2023 20,000 $ 8.31 Exercisable at September 30, 2023 20,000 $ 8.31 On January 30, 2023, the Company closed a public offering (the "Offering") of 18,350,000 Common Shares at a price of US$ 1.35 per share together with accompanying warrants to purchase up to 18,350,000 Common Shares, which have an exercise price of US$ 1.65 per share (the "Warrants"). The gross proceeds from the Offering were approximately US$ 25 million before deducting placement agent fees and other offering expenses payable by the Company. The proceeds from the Offering are being used for general working capital. The accompanying Warrants have an exercise price of US$ 1.65 and became exercisable beginning six months from issuance and will expire five years from the date of initial exercisability. |
Changes in Non-Cash Working Cap
Changes in Non-Cash Working Capital Items | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Of Changes In Non Cash Working Capital Items [Abstract] | |
Changes in Non Cash Working Capital Items | 12. CHANGES IN NON-CASH WORKING CAPITAL ITEMS Nine Months Ended September 30, 2023 2022 Trade receivables $ ( 475 ) $ ( 1,622 ) Inventories ( 5,284 ) ( 8,873 ) Other receivables 9 ( 12 ) Prepaid expenses and deposits ( 845 ) ( 1,602 ) Trade payables ( 3,624 ) 9,135 Accrued liabilities 5,383 10,219 Lease liabilities ( 1,574 ) — Other assets, net of other liabilities 4,959 4,376 $ ( 1,451 ) $ 11,621 |
Business, Basis Of Presentati_2
Business, Basis Of Presentation And Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated statement of financial position as of December 31, 2022 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 contained in the Company’s 2022 Annual Report on Form 10-K. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented have been included. When necessary, certain prior year amounts have been reclassified to conform with the current period presentation. For the three and nine months ended September 30, 2022 , share-based compensation has been reclassified to selling, general and administrative expenses on the condensed consolidated Statements of Operations and Comprehensive Income (Loss) to conform with the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these consolidated financial statements are adequate to make the information not misleading. |
Principals of Consolidation | Principals of Consolidation The accompanying condensed consolidated financial statements include Village Farms International, Inc. and its subsidiaries and include the accounts of all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Other parties’ interests in entities that the Company consolidates are reported as non-controlling interests within equity, except for mandatorily redeemable non-controlling interests, which are recorded within mezzanine equity. Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss. The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence. For equity investees in which the Company has an undivided interest in the assets, liabilities and profits or losses of an unconsolidated entity, but does not exercise control over the entity, the Company consolidates its proportional interest in the accounts of the entity. |
Translations of Foreign Currencies | Translations of Foreign Currencies The assets and liabilities of foreign subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars at period-end exchange rates, with resulting translation gains or losses included within other comprehensive income or loss. Revenue and expenses are translated into U.S. dollars at average rates of exchange during the applicable period. Substantially all the Company’s foreign operations use their local currency as their functional currency. For foreign operations for which the local currency is not the functional currency, the operation’s non-monetary assets are remeasured into U.S. dollars at historical exchange rates. All other accounts are remeasured at current exchange rates. |
General Economic, Regulatory and Market Conditions | General Economic, Regulatory and Market Conditions The Company has experienced, and may continue to experience, direct and indirect negative effects on its business and operations from negative economic, regulatory and market conditions, including recent inflationary effects on fuel prices, labor and materials costs, rising interest rates, potential recessionary impacts and supply chain disruptions that could negatively affect demand for new projects and/or delay existing project timing or cause increased project costs. The extent to which general economic, regulatory and market conditions could affect the Company’s business, operations and financial results is uncertain as it will depend upon numerous evolving factors that management may not be able to accurately predict, and, therefore, any future impacts on the Company’s business, financial condition and/or results of operations cannot be quantified or predicted with specificity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements No accounting pronouncements recently issued or newly effective have had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following as of: Classification September 30, 2023 December 31, 2022 Cannabis: Raw materials $ 1,180 $ 1,089 Work-in-progress 6,452 10,872 Finished goods 47,510 36,094 Packaging 7,149 6,909 Produce and Energy: Crop inventory 14,028 14,886 Purchased produce inventory 683 599 Spare parts inventory and packaging 57 133 Inventory $ 77,059 $ 70,582 |
Property Plant And Equipment (T
Property Plant And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of: Classification September 30, 2023 December 31, 2022 Land $ 13,387 $ 13,411 Leasehold and land improvements 5,533 5,372 Buildings 214,014 214,146 Machinery and equipment 85,494 82,396 Construction in progress 11,786 10,033 Less: Accumulated depreciation ( 128,016 ) ( 117,657 ) Property, plant and equipment, net $ 202,198 $ 207,701 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill by Reportable Segment | The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2023: Cannabis - Canada Cannabis - United States Total Balance as of December 31, 2022 $ 44,886 $ 21,339 $ 66,225 Foreign currency translation adjustment ( 107 ) — ( 107 ) Balance as of September 30, 2023 $ 44,779 $ 21,339 $ 66,118 |
Schedule of Acquired Intangible Assets | Intangibles consisted of the following as of: Classification September 30, 2023 December 31, 2022 Licenses $ 17,983 $ 17,691 Brand and trademarks* 12,710 12,719 Customer relationships 13,260 13,291 Computer software 1,952 1,955 Other* 144 144 Less: Accumulated amortization ( 6,464 ) ( 4,013 ) Less: Impairments ( 4,630 ) ( 4,630 ) Intangibles, net $ 34,955 $ 37,157 * Indefinite-lived intangible assets |
Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets | The expected future amortization expense for definite-lived intangible assets as of September 30, 2023 was as follows: Fiscal period Remainder of 2023 $ 777 2024 3,107 2025 3,021 2026 2,932 2027 2,932 Thereafter 13,962 Intangibles, net $ 26,731 |
Line of Credit and Long-term _2
Line of Credit and Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values of Debt | The following table provides details for the carrying values of debt as of: September 30, 2023 December 31, 2022 Term Loan - ("FCC Loan") - repayable by monthly principal payments of $ 164 and accrued interest at a rate of 8.93 %; matures April 1, 2025 $ 23,280 $ 24,755 Term Loan - Pure Sunfarms - C$ 19.0 M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, interest rate of 9.20 %; matures February, 2026 8,534 9,664 Term loan - Pure Sunfarms - C$ 25.0 M - 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 9.20 %; matures February, 2026 13,449 14,867 BDC Facility - Pure Sunfarms - non-revolving demand loan repayable by monthly principal payments of C$ 52 and accrued interest at a rate of 10.95 %, matures December 31, 2031 3,832 4,181 Total $ 49,095 $ 53,467 |
Schedule of principal maturities of long term debt | The aggregate annual principal maturities of long-term debt for the remainder of 2023 and thereafter are as follows: Remainder of 2023 $ 1,660 2024 5,814 2025 24,668 2026 14,652 2027 460 Thereafter 1,841 Total $ 49,095 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Sales Produce $ 35,712 $ 35,527 $ 114,125 $ 124,052 Cannabis - Canada 28,810 30,394 81,987 81,956 Cannabis - United States 4,988 5,135 15,266 17,971 Energy — — — 136 $ 69,510 $ 71,056 $ 211,378 $ 224,115 Gross margin Produce $ 1,492 $ ( 3,303 ) $ ( 654 ) $ ( 16,560 ) Cannabis - Canada 9,944 8,198 29,114 29,216 Cannabis - United States 3,185 3,523 9,981 12,072 Energy — ( 44 ) ( 21 ) ( 127 ) $ 14,621 $ 8,374 $ 38,420 $ 24,601 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss per Common Share | Basic and diluted net loss per common share is calculated as follows: Three months ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Village Farms International, Inc. shareholders $ ( 1,299 ) $ ( 8,745 ) $ ( 9,315 ) $ ( 51,817 ) Denominator: Weighted average number of common shares - basic 110,239 88,684 108,214 88,543 Effect of dilutive securities- share-based employee options and awards — — — — Weighted average number of common shares - diluted 110,239 88,684 108,214 88,543 Antidilutive options and awards 6,509 3,627 6,509 3,592 Net loss per ordinary share: Basic $ ( 0.01 ) $ ( 0.10 ) $ ( 0.09 ) $ ( 0.59 ) Diluted $ ( 0.01 ) $ ( 0.10 ) $ ( 0.09 ) $ ( 0.59 ) |
Shareholders' Equity and Shar_2
Shareholders' Equity and Share Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of fair value of stock option valuation assumptions | Stock option activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2023 4,089,418 $ 5.76 6.77 $ 152 Granted 2,671,896 $ 0.99 9.17 $ 125 Exercised ( 100,000 ) $ 0.83 $ 71 Forfeited ( 152,500 ) $ 5.15 Outstanding at September 30, 2023 6,508,814 $ 3.84 7.31 $ 99 Exercisable at September 30, 2023 3,147,929 $ 6.11 5.49 $ 2 |
Summary of non-vested performance-based restricted share units | Performance-based shares activity for the nine months ended September 30, 2023 was as follows: Number of Weighted Average Grant Date Fair Value Outstanding at January 1, 2023 30,000 $ 8.31 Outstanding at September 30, 2023 20,000 $ 8.31 Exercisable at September 30, 2023 20,000 $ 8.31 |
Changes in Non-Cash Working C_2
Changes in Non-Cash Working Capital Items (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure Of Changes In Non Cash Working Capital Items [Abstract] | |
Summary of Changes in Non Cash Working Capital Items | Nine Months Ended September 30, 2023 2022 Trade receivables $ ( 475 ) $ ( 1,622 ) Inventories ( 5,284 ) ( 8,873 ) Other receivables 9 ( 12 ) Prepaid expenses and deposits ( 845 ) ( 1,602 ) Trade payables ( 3,624 ) 9,135 Accrued liabilities 5,383 10,219 Lease liabilities ( 1,574 ) — Other assets, net of other liabilities 4,959 4,376 $ ( 1,451 ) $ 11,621 |
Business, Basis Of Presentati_3
Business, Basis Of Presentation And Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2023 |
Rose LifeScience Inc. [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 70% |
Leli Holland B.V. [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 85% |
Inventories - Summary of Invent
Inventories - Summary of Inventory Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventories | $ 77,059 | $ 70,582 |
Raw Materials [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 1,180 | 1,089 |
Work-In-Progress [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 6,452 | 10,872 |
Finished Goods [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 47,510 | 36,094 |
Packaging [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 7,149 | 6,909 |
Crop Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 14,028 | 14,886 |
Purchased Produce Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 683 | 599 |
Spare Parts Inventory and Packinng [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | $ 57 | $ 133 |
Property Plant And Equipment -
Property Plant And Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (128,016) | $ (117,657) |
Property, plant and equipment, net | 202,198 | 207,701 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 13,387 | 13,411 |
Leaseholds and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,533 | 5,372 |
Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 214,014 | 214,146 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 85,494 | 82,396 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 11,786 | $ 10,033 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Value of Goodwill by Reportable Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 66,225 |
Foreign currency translation adjustment | (107) |
Ending Balance | 66,118 |
Cannabis Business [Member] | Canada [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 44,886 |
Foreign currency translation adjustment | (107) |
Ending Balance | 44,779 |
Cannabis Business [Member] | United States [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 21,339 |
Ending Balance | $ 21,339 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (6,464) | $ (4,013) |
Less: Impairments | (4,630) | (4,630) |
Intangibles, net | 34,955 | 37,157 |
Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 17,983 | 17,691 |
Brand and Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 12,710 | 12,719 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 13,260 | 13,291 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 1,952 | 1,955 |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | $ 144 | $ 144 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Fiscal period | |
Remainder of 2023 | $ 777 |
2024 | 3,107 |
2025 | 3,021 |
2026 | 2,932 |
2027 | 2,932 |
Thereafter | 13,962 |
Intangibles, net | $ 26,731 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill | $ 66,118 | $ 66,225 | |
Intangible assets | $ 4,630 | $ 4,630 | |
Cannabis U.S. [Member] | |||
Goodwill [Line Items] | |||
Threshold Percentage of Revenue | 1.60% | ||
Recovered amount higher (lower) than carrying amount of goodwill | $ (25,169) | ||
Decrease in threshold percentage of revenue | 0.25% | ||
Increase in impairment to goodwill | $ 7,000 | ||
Recovered amount higher (lower) than carrying amount of brand | 9,250 | ||
Intangible assets | 4,630 | ||
Cannabis U.S. [Member] | Increase of 1% to Discount Rate [Member] | |||
Goodwill [Line Items] | |||
Increase in impairment to goodwill | $ 530 | ||
Post-tax discount rate | 11% | ||
Increase in post-tax discount rate | 1% | ||
Cannabis U.S. [Member] | Decrease to Incremental Royalty Rate By 0.50% [Member] | |||
Goodwill [Line Items] | |||
Intangible assets | $ 1,490 | ||
Incremental royalty rate | 4% | ||
Decrease to incremental royalty rate | 0.50% | ||
Cannabis U.S. [Member] | Decrease in Future Revenue Rate by 10% [Member] | |||
Goodwill [Line Items] | |||
Intangible assets | $ 470 | ||
Decrease to future revenues rate | 10% |
Line of Credit and Long-term _3
Line of Credit and Long-term Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Term Loan | $ 49,095 | $ 53,467 |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 23,280 | 24,755 |
Term Loan One [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 8,534 | 9,664 |
Term Loan Two [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 13,449 | 14,867 |
BDC Facility [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | $ 3,832 | $ 4,181 |
Line of Credit and Long-term _4
Line of Credit and Long-term Debt - Schedule of Debt (Parenthetical) (Detail) - 9 months ended Sep. 30, 2023 $ 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 | 8.93% | 8.93% |
Debt instrument maturity date | Apr. 01, 2025 | Apr. 01, 2025 |
Term Loan One [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 19 | |
Debt instrument, interest rate during period | 9.20% | 9.20% |
Debt instrument maturity date | Feb. 28, 2026 | Feb. 28, 2026 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Term Loan Two [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 25 | |
Debt instrument, interest rate during period | 9.20% | 9.20% |
Debt instrument maturity date | Feb. 28, 2026 | Feb. 28, 2026 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Debt instrument maturity date | Jun. 30, 2021 | Jun. 30, 2021 |
BDC Facility [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 52 | |
Debt instrument, interest rate during period | 10.95% | 10.95% |
Debt instrument maturity date | Dec. 31, 2031 | Dec. 31, 2031 |
Line of Credit and Long-term _5
Line of Credit and Long-term Debt - Additional Information (Detail) $ in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | |
Disclosure Of Borrowings [Line Items] | |||
Line of credit | $ 4,000 | $ 7,529 | |
Weighted average interest rate | 9.86% | 9.12% | 9.12% |
Accounts Payable and Accrued Liabilities [Member] | |||
Disclosure Of Borrowings [Line Items] | |||
Accrued interest payable | $ 385 | $ 398 | |
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | |||
Disclosure Of Borrowings [Line Items] | |||
Securities pledged as collateral | 122,823 | 113,159 | |
Revolving Operating Loan [Member] | |||
Disclosure Of Borrowings [Line Items] | |||
Amounts drawn on facility | 4,000 | 4,000 | |
Securities pledged as collateral | 25,553 | 26,666 | |
Revolving Operating Loan [Member] | Pure Sunfarms [Member] | |||
Disclosure Of Borrowings [Line Items] | |||
Total outstanding amount | 0 | $ 3,529 | |
Letter of Credit | Pure Sunfarms [Member] | |||
Disclosure Of Borrowings [Line Items] | |||
Line of credit | $ 0 | $ 4,145 |
Line of Credit and Long-term _6
Line of Credit and Long-term Debt - Summary of Aggregate Annual Principal Maturities of Long-Term Debt (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 1,660 |
2024 | 5,814 |
2025 | 24,668 |
2026 | 14,652 |
2027 | 460 |
Thereafter | 1,841 |
Long-term debt | $ 49,095 |
Related Party Transactions An_2
Related Party Transactions And Balances - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Employees | ||
Related Party Transaction [Line Items] | ||
Salary and benefits to employee | $ 103 | $ 85 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Recovery of (provision for) income taxes | $ 1,664 | $ 3,183 | $ (269) | $ 14,563 | |
Valuation allowance | 31,655 | 31,655 | $ 30,419 | ||
Total deferred tax assets | $ 4,201 | $ 4,201 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Sales [Abstract] | ||||
Sales | $ 69,510 | $ 71,056 | $ 211,378 | $ 224,115 |
Gross margin [Abstract] | ||||
Gross Margin | 14,621 | 8,374 | 38,420 | 24,601 |
Produce Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 35,712 | 35,527 | 114,125 | 124,052 |
Gross margin [Abstract] | ||||
Gross Margin | 1,492 | (3,303) | (654) | (16,560) |
Cannabis Canada Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 28,810 | 30,394 | 81,987 | 81,956 |
Gross margin [Abstract] | ||||
Gross Margin | 9,944 | 8,198 | 29,114 | 29,216 |
Cannabis United States Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 4,988 | 5,135 | 15,266 | 17,971 |
Gross margin [Abstract] | ||||
Gross Margin | $ 3,185 | 3,523 | 9,981 | 12,072 |
Energy Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 136 | |||
Gross margin [Abstract] | ||||
Gross Margin | $ (44) | $ (21) | $ (127) |
Loss Per Share - Summary of Bas
Loss Per Share - Summary of Basic and Diluted Net Loss per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net loss attributable to Village Farms International, Inc. shareholders | $ (1,299) | $ (8,745) | $ (9,315) | $ (51,817) |
Denominator: | ||||
Weighted average number of common shares - basic | 110,239 | 88,684 | 108,214 | 88,543 |
Weighted average number of common shares - diluted | 110,239 | 88,684 | 108,214 | 88,543 |
Antidilutive options and awards | 6,509 | 3,627 | 6,509 | 3,592 |
Net loss per ordinary share: | ||||
Basic | $ (0.01) | $ (0.1) | $ (0.09) | $ (0.59) |
Diluted | $ (0.01) | $ (0.1) | $ (0.09) | $ (0.59) |
Shareholders' Equity and Shar_3
Shareholders' Equity and Share Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expense | $ 747,000 | $ 926,000 | $ 3,135,000 | $ 3,004,000 | |
Shares issued in pubic offering, net of issuance costs (in shares) | 18,350,000 | ||||
Purchase price | $ 1.35 | ||||
Exercise price of warrants | $ 1.65 | ||||
Proceeds from issuance of common stock after deducting commissions and offering expenses | $ 25 | ||||
Warrants exercisable beginning year | 6 months | ||||
Warrants exercisable expiration year | 5 years | ||||
Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Class of Warrant or Right, Outstanding | 18,350,000 |
Shareholders' Equity and Shar_4
Shareholders' Equity and Share Based Compensation - Summary of Stock Option (Detail) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 4,089,418 | |
Number of Options, Granted | 2,671,896 | |
Number of Options, Exercised | (100,000) | |
Number of Options, Fortified | (152,500) | |
Number of Options, Ending balance | 6,508,814 | 4,089,418 |
Number of Options, Exercisable | 3,147,929 | |
Weighted Average Exercise Price, Beginning balance | $ 5.76 | |
Weighted Average Exercise Price, Granted | 0.99 | |
Weighted Average Exercise Price, Exercised | 0.83 | |
Weighted Average Exercise Price,Fortified | 5.15 | |
Weighted Average Exercise Price, Ending balance | 3.84 | $ 5.76 |
Weighted Average Exercise Price, Exercisable | $ 6.11 | |
Weighted Average Remaining Contractual Term (years) | 7 years 3 months 21 days | 6 years 9 months 7 days |
Weighted Average Remaining Contractual Term (years), Granted | 9 years 2 months 1 day | |
Weighted Average Remaining Contractual Term (years), Exercisable | 5 years 5 months 26 days | |
Aggregate Intrinsic Value | $ 99 | $ 152 |
Aggregate Intrinsic Value, Granted | 125 | |
Aggregate Intrinsic Value, Exercised | 71 | |
Aggregate Intrinsic Value, Excercisable | $ 2 |
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] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Performance-based Restricted Share Units, Beginning balance | shares | 30,000 |
Number of Performance-based Restricted Share Units, Ending balance | shares | 20,000 |
Number of Performance-based Restricted Share Units, Exercisable | shares | 20,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 8.31 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | 8.31 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares | $ 8.31 |
Changes in Non Cash Working Cap
Changes in Non Cash Working Capital Items - Summary of Changes in Non Cash Working Capital Items (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Trade receivables | $ (475) | $ (1,622) |
Inventories | (5,284) | (8,873) |
Other receivables | 9 | (12) |
Prepaid expenses and deposits | (845) | (1,602) |
Trade payables | (3,624) | 9,135 |
Accrued liabilities | 5,383 | 10,219 |
Lease liabilities | (1,574) | |
Other assets, net of other liabilities | 4,959 | 4,376 |
Total | $ (1,451) | $ 11,621 |