Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | Non-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 | 111,727,953 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 29,657 | $ 30,291 |
Restricted cash | 5,000 | |
Trade receivables | 39,875 | 30,561 |
Inventories | 59,029 | 78,472 |
Income tax receivable | 8 | |
Other receivables | 1,087 | 294 |
Prepaid expenses and deposits | 4,678 | 7,150 |
Total current assets | 134,334 | 151,768 |
Non-current assets | ||
Property, plant and equipment | 198,433 | 205,613 |
Investments | 2,656 | 2,656 |
Goodwill | 44,460 | 55,918 |
Intangibles | 27,869 | 32,275 |
Deferred tax asset | 4,201 | 4,201 |
Right-of-use assets | 11,352 | 12,596 |
Other assets | 2,049 | 1,962 |
Total assets | 425,354 | 466,989 |
Current liabilities | ||
Line of credit | 4,000 | 4,000 |
Trade payables | 20,117 | 21,753 |
Current maturities of long-term debt | 8,683 | 9,133 |
Accrued sales taxes | 15,785 | 15,941 |
Accrued loyalty program | 1,623 | 1,773 |
Accrued liabilities | 13,299 | 15,076 |
Lease liabilities - current | 2,354 | 2,112 |
Income tax payable | 28 | |
Other current liabilities | 2,337 | 2,340 |
Total current liabilities | 68,198 | 72,156 |
Non-current liabilities | ||
Long-term debt | 35,736 | 38,925 |
Deferred tax liability | 23,582 | 23,730 |
Lease liabilities - non-current | 9,712 | 11,335 |
Other liabilities | 2,087 | 1,902 |
Total liabilities | 139,315 | 148,048 |
MEZZANINE EQUITY | ||
Redeemable non-controlling interest | 10,358 | 15,667 |
SHAREHOLDERS’ EQUITY | ||
Common stock, no par value per share - unlimited shares authorized; 111,727,953 shares issued and outstanding at June 30, 2024 and 110,248,929 shares issued and outstanding at December 31, 2023. | 386,719 | 386,719 |
Additional paid in capital | 30,405 | 25,611 |
Accumulated other comprehensive loss | (9,394) | (3,540) |
Retained earnings | (132,566) | (106,165) |
Total Village Farms International, Inc. shareholders' equity | 275,164 | 302,625 |
Non-controlling interest | 517 | 649 |
Total shareholders' equity | 275,681 | 303,274 |
Total liabilities, mezzanine equity and shareholders’ equity | $ 425,354 | $ 466,989 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position (Parenthetical) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Assets [Abstract] | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, unlimited shares, authorized | Unlimited | Unlimited |
Common stock, shares, issued | 111,727,953 | 110,248,929 |
Common stock, shares, outstanding | 111,727,953 | 110,248,929 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Sales | $ 92,182 | $ 77,212 | $ 170,259 | $ 141,868 |
Cost of sales | (82,934) | (65,713) | (145,498) | (118,069) |
Gross profit | 9,248 | 11,499 | 24,761 | 23,799 |
Selling, general and administrative expenses | (19,666) | (16,753) | (36,053) | (34,158) |
Interest expense | (905) | (1,411) | (1,822) | (2,544) |
Interest income | 322 | 283 | 528 | 479 |
Foreign exchange (loss) gain | (403) | 738 | (1,281) | 669 |
Other income | 45 | 5,602 | 149 | 5,632 |
Goodwill and intangible asset impairments | (11,939) | (11,939) | ||
Loss before taxes | (23,298) | (42) | (25,657) | (6,123) |
Provision for income taxes | (260) | (1,299) | (580) | (1,933) |
Loss including non-controlling interests | (23,558) | (1,341) | (26,237) | (8,056) |
Less: net loss (income) attributable to non-controlling interests, net of tax | 9 | (39) | (164) | 40 |
Net loss attributable to Village Farms International, Inc. shareholders | $ (23,549) | $ (1,380) | $ (26,401) | $ (8,016) |
Basic loss per share attributable to Village Farms International, Inc. shareholders | $ (0.21) | $ (0.01) | $ (0.24) | $ (0.07) |
Diluted loss per share attributable to Village Farms International, Inc. shareholders | $ (0.21) | $ (0.01) | $ (0.24) | $ (0.07) |
Weighted average number of common shares used in the computation of net loss per share (in thousands): | ||||
Basic | 110,960 | 110,239 | 110,604 | 107,185 |
Diluted | 110,960 | 110,239 | 110,604 | 107,185 |
Loss including non-controlling interests | $ (23,558) | $ (1,341) | $ (26,237) | $ (8,056) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (2,001) | 4,225 | (6,252) | 5,087 |
Comprehensive (loss) gain including non-controlling interests | (25,559) | 2,884 | (32,489) | (2,969) |
Comprehensive loss (income) attributable to non-controlling interests | 117 | (361) | 232 | (403) |
Comprehensive (loss) gain attributable to Village Farms International, Inc. shareholders | $ (25,442) | $ 2,523 | $ (32,257) | $ (3,372) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Shareholders' Equity and Mezzanine Equity - USD ($) shares in Thousands, $ 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, 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 | 2,388 | 2,388 | ||||
Cumulative translation adjustment | 5,087 | 5,087 | ||||
Net (loss) Income | (8,115) | (8,016) | (99) | |||
Mezzanine Equity, Net loss | 59 | |||||
Ending Balance at Jun. 30, 2023 | 326,608 | $ 386,719 | 24,888 | (3,284) | (82,383) | 668 |
Ending Balance (in shares) at Jun. 30, 2023 | 110,239 | |||||
Mezzanine Equity, Ending balance at Jun. 30, 2023 | 16,223 | |||||
Beginning Balance at Mar. 31, 2023 | 323,157 | $ 386,719 | 24,232 | (7,509) | (81,003) | 718 |
Beggining Balance (in shares) at Mar. 31, 2023 | 110,239 | |||||
Mezzanine Equity, Beginning balance at Mar. 31, 2023 | 16,134 | |||||
Share-based compensation | 656 | 656 | ||||
Cumulative translation adjustment | 4,225 | 4,225 | ||||
Net (loss) Income | (1,430) | (1,380) | (50) | |||
Mezzanine Equity, Net loss | 89 | |||||
Ending Balance at Jun. 30, 2023 | 326,608 | $ 386,719 | 24,888 | (3,284) | (82,383) | 668 |
Ending Balance (in shares) at Jun. 30, 2023 | 110,239 | |||||
Mezzanine Equity, Ending balance at Jun. 30, 2023 | 16,223 | |||||
Beginning Balance at Dec. 31, 2023 | 303,274 | $ 386,719 | 25,611 | (3,540) | (106,165) | 649 |
Beggining Balance (in shares) at Dec. 31, 2023 | 110,249 | |||||
Mezzanine Equity, Beginning balance at Dec. 31, 2023 | 15,667 | |||||
Share-based compensation (in shares) | 1,479 | |||||
Share-based compensation | 2,601 | 2,601 | ||||
Mezzanine Equity, Acquisition of redeemable non-controlling interests | (5,209) | |||||
Acquisition of Redeemable non-controlling interest | 2,193 | 2,193 | ||||
Cumulative translation adjustment | (5,880) | (5,854) | (26) | |||
Net (loss) Income | (26,507) | (26,401) | (106) | |||
Mezanine Equity, Cumulative translation adjustment | (369) | |||||
Mezzanine Equity, Net loss | 269 | |||||
Ending Balance at Jun. 30, 2024 | 275,681 | $ 386,719 | 30,405 | (9,394) | (132,566) | 517 |
Ending Balance (in shares) at Jun. 30, 2024 | 111,728 | |||||
Mezzanine Equity, Ending balance at Jun. 30, 2024 | 10,358 | |||||
Beginning Balance at Mar. 31, 2024 | 296,789 | $ 386,719 | 26,016 | (7,503) | (109,017) | 574 |
Beggining Balance (in shares) at Mar. 31, 2024 | 110,249 | |||||
Mezzanine Equity, Beginning balance at Mar. 31, 2024 | 15,627 | |||||
Share-based compensation (in shares) | 1,479 | |||||
Share-based compensation | 2,196 | 2,196 | ||||
Mezzanine Equity, Acquisition of redeemable non-controlling interests | (5,209) | |||||
Acquisition of Redeemable non-controlling interest | 2,193 | 2,193 | ||||
Cumulative translation adjustment | (1,897) | (1,891) | (6) | |||
Net (loss) Income | (23,600) | (23,549) | (51) | |||
Mezanine Equity, Cumulative translation adjustment | (102) | |||||
Mezzanine Equity, Net loss | 42 | |||||
Ending Balance at Jun. 30, 2024 | 275,681 | $ 386,719 | $ 30,405 | $ (9,394) | $ (132,566) | $ 517 |
Ending Balance (in shares) at Jun. 30, 2024 | 111,728 | |||||
Mezzanine Equity, Ending balance at Jun. 30, 2024 | $ 10,358 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows provided by (used in) operating activities: | |||
Net loss attributable to Village Farms International, Inc. shareholders | $ (23,549) | $ (26,401) | $ (8,016) |
Adjustments to reconcile net loss attributable to Village Farms International, Inc. shareholders to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 9,398 | 7,729 | |
Amortization of deferred charges | 10 | 68 | |
Net gain (loss) attributable to non-controlling interest | (9) | 164 | (40) |
Interest expense | 905 | 1,822 | 2,544 |
Interest paid on long-term debt | (2,172) | (2,637) | |
Unrealized foreign exchange loss | 172 | 27 | |
Goodwill and intangible asset impairments | 11,939 | 11,939 | |
Non-cash lease expense | 1,208 | 907 | |
Share-based compensation | 2,601 | 2,388 | |
Deferred income taxes | 589 | (392) | |
Changes in non-cash working capital items | 6,322 | (7,825) | |
Net cash provided by (used in) operating activities | 5,652 | (5,247) | |
Cash flows (used in) provided by investing activities: | |||
Purchases of property, plant and equipment | (4,879) | (2,548) | |
Purchases of intangibles | (80) | ||
Repayment of note receivable | 835 | ||
Net cash used in investing activities | (4,959) | (1,713) | |
Cash flows (used in) provided by financing activities: | |||
Repayments on borrowings | (2,870) | (6,406) | |
Acquisitions, net | (3,016) | ||
Proceeds from issuance of common stock and warrants | 24,772 | ||
Issuance costs | (1,437) | ||
Proceeds from exercise of stock options | 83 | ||
Net cash (used in) provided by financing activities | (5,886) | 17,012 | |
Effect of exchange rate changes on cash and cash equivalents | (441) | (69) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,634) | 9,983 | |
Cash, cash equivalents and restricted cash, beginning of period | 35,291 | 21,676 | |
Cash, cash equivalents and restricted cash, end of period | $ 29,657 | $ 29,657 | $ 31,659 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (23,549) | $ (1,380) | $ (26,401) | $ (8,016) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business, Basis Of Presentation
Business, Basis Of Presentation And Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 were Village Farms Canada Limited Partnership, Village Farms, L.P., Pure Sunfarms Corp. (“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”) and VF Clean Energy, Inc. ("VFCE"). VFF also owns an 80 % 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 ("LP") and supplier of cannabis products sold to customers throughout Canada and internationally. The Company’s wholly owned subsidiary, Balanced Health, develops and sells high-quality, cannabidiol (“CBD”) based products including ingestible, edible and topical applications within the U.S. Through its 80 % ownership of Rose, the Company has a substantial presence in the Province of Quebec as a cannabis supplier, producer and commercialization expert. 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, 2023 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, 2023 contained in the Company’s 2023 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. 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 of 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. Gains or losses from remeasurement are included in foreign exchange (loss) gain. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in foreign exchange (loss) gain. In these condensed consolidated financial statements, “$” means U.S. dollars unless otherwise noted. 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, elevated 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 | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES Inventories consisted of the following as of: Classification June 30, 2024 December 31, 2023 Cannabis: Raw materials $ 761 $ 985 Work-in-progress 8,328 6,543 Finished goods 32,951 47,084 Packaging 7,903 7,641 Produce: Crop inventory 8,503 15,492 Purchased produce inventory 583 727 Inventory $ 59,029 $ 78,472 |
Property Plant And Equipment
Property Plant And Equipment | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 December 31, 2023 Land $ 14,289 $ 14,641 Leasehold and land improvements 5,506 5,525 Buildings 213,464 217,384 Machinery and equipment 90,987 86,674 Construction in progress 12,439 13,619 Less: Accumulated depreciation ( 138,252 ) ( 132,230 ) Property, plant and equipment, net $ 198,433 $ 205,613 Depreciation expense on property, plant and equipment, was $ 4,020 and $ 7,748 for the three and six months ended June 30, 2024, respectively and $ 2,953 and $ 6,157 for the three and six months ended June 30, 2023 , respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | 4. ACQUISITIONS On May 29, 2024 , the Company entered into a Share Purchase Agreement with Rose and non-controlling shareholders for the acquisition of an additional 10 % interest in Rose for a total cash purchase price of approximately $ 3,016 , which resulted in a reduction of mezzanine equity of ($ 5,209 ) and an increase in additional paid in capital of $ 2,193 . The Company's ownership interest in Rose is now 80 %. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents the changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2024: Cannabis - Canada Cannabis - United States Total Balance as of January 1, 2024 $ 45,879 $ 10,039 $ 55,918 Impairments - ( 10,039 ) ( 10,039 ) Foreign currency translation adjustment ( 1,419 ) - ( 1,419 ) Balance as of June 30, 2024 $ 44,460 $ - $ 44,460 Intangible Assets Intangible assets consisted of the following as of: Classification June 30, 2024 December 31, 2023 Licenses $ 17,956 $ 18,540 Brand and trademarks* 12,686 12,795 Customer relationships 13,165 13,586 Computer software 2,026 1,974 Other* 144 144 Less: Accumulated amortization ( 8,858 ) ( 7,414 ) Less: Impairments ( 9,250 ) ( 7,350 ) Intangibles, net $ 27,869 $ 32,275 * Indefinite-lived intangible assets The expected future amortization expense for definite-lived intangible assets as of June 30, 2024 was as follows: Fiscal period Remainder of 2024 $ 1,639 2025 3,192 2026 3,104 2027 3,104 2028 1,861 Thereafter 11,389 Intangibles, net $ 24,289 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 six months ended June 30, 2024 and 2023, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S. and Canadian Cannabis segments. Cannabis - U.S. At June 30, 2024 , when the Company considered qualitative factors in assessing impairment indicators it concluded that the Company's U.S. - Cannabis segment more likely than not was impaired. The Company reviewed the reporting segment's assets, including goodwill and intangible assets. Based on recent historical performance during the quarter which has underperformed relative to budget, a revised June 30, 2024 forecast which shows a shortfall compared to the March 31, 2024 forecast, the new restrictions on CBD sales in an additional eight states at July 1, 2024, and the proliferation of unregulated hemp-derived products on the market which continues to challenge market share for the CBD industry, the Company concluded that as of June 30, 2024, the fair value of the brand intangible asset and goodwill was fully impaired and an impairment charge to intangibles of $ 1,900 and goodwill of $ 10,039 was allocated to the U.S. Cannabis reporting unit. Cannabis - U.S. - Goodwill The fair value of the reporting unit was determined based on a discounted cash flow projection using projections for 2024 to 2028 with an average revenue growth rate of 6 % between 2025 to 2028 , followed by a terminal growth rate of 2 %. Management concluded that as of June 30, 2024, the fair value was lower than its carrying amount and as a result, an impairment charge to goodwill of $ 10,039 was allocated to the reporting unit. The significant assumptions applied to the determination of the fair value are described below: Post-tax discount rate: A market participant post-tax discount rate applied to the after-tax forecast cash flows was 12 %. A decrease of 1 % to the discount rate, would not result in a material change to the impairment charge. Terminal growth rate: An increase of 1 % in the terminal growth rate would not result in a material change to the impairment charge. Future cash flows: An increase in future cash flows by 10 % would not result in a material change to the impairment charge. Cannabis – U.S. Brand The fair value 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 fair value of the brand. Management concluded that as of June 30, 2024, the fair value was lower than its carrying value of $ 1,900 as the notional brand maintenance costs exceeded the incremental royalty of 3.5 %. Therefore, an impairment charge to the brand intangible of $ 1,900 was allocated to the reporting unit. Cannabis - Canada When the Company considered qualitative factors in assessing impairment indicators for Canadian Cannabis it 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. At June 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. |
Line of Credit and Long-term De
Line of Credit and Long-term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Line of Credit and Long-term Debt | 6. LINE OF CREDIT AND LONG-TERM DEBT The following table provides details for the carrying values of debt as of: June 30, 2024 December 31, 2023 Term Loan - ("FCC Loan") - repayable by monthly principal payments of $ 164 and accrued interest at a rate of 8.90 %; matures May 3, 2027 $ 21,804 $ 22,788 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 8.95 %; matures February 7, 2026 7,310 8,298 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 8.95 %; matures February 7, 2026 11,879 13,201 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 3,426 3,771 Total $ 44,419 $ 48,058 The Company’s line of credit with Bank of Montreal ("Operating Loan") had $ 4,000 amount drawn on the facility as of June 30, 2024 and December 31, 2023. The carrying value of the assets and securities pledged as collateral for the FCC Loan as of June 30, 2024 and December 31, 2023 was $ 80,400 and $ 117,293 , respectively. The carrying value of the assets pledged as collateral for the Operating Loan as of June 30, 2024 and December 31, 2023 was $ 23,359 and $ 28,034 , respectively. The Pure Sunfarms line of credit had a balance of $ 0 as of June 30, 2024 and December 31, 2023, 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 June 30, 2024. The weighted average annual interest rate on short-term borrowings as of June 30, 2024 and December 31, 2023 was 9.73 % and 9.44 % , respectively. Accrued interest payable on all long-term debt as of June 30, 2024 and December 31, 2023 was $ 347 and $ 390 , 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 2024 and thereafter are as follows: Remainder of 2024 $ 2,857 2025 5,714 2026 16,679 2027 17,343 2028 457 Thereafter 1,369 Total $ 44,419 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 7. FINANCIAL INSTRUMENTS The Company’s financial instruments include cash and cash equivalents, trade receivables, minority investments, line of credit, trade payables, accrued liabilities, lease liabilities, note payables and debt. The carrying value of cash and cash equivalents, trade receivables, trade payables, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments. The carrying value of line of credit, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transaction And Balances | 8. RELATED PARTY TRANSACTIONS AND BALANCES The Company leases its Rose office building from a company employee who also owns a minority interest in Rose. For the three and six months ended June 30, 2024, the Company paid C $ 151 and C $ 190 and for the three and six months ended June 30, 2023 the Company paid C $ 47 and C $ 92 , respectively, to lease this office space. One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $ 85 and $ 61 in salary and benefits during the six months ended June 30, 2024 and 2023, respectively. On May 29, 2024, the Company entered into a Share Purchase Agreement with Rose and non-controlling shareholders, which includes two company employees, for the acquisition of an additional 10 % interest in Rose for a total cash purchase price of approximately $ 3,016 . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES The Company has recorded a provision for income taxes of ($ 260 ) and ($ 580 ) for the three and six months ended June 30, 2024, respectively, compared with a provision for income taxes of ($ 1,299 ) and ($ 1,933 ) for the same periods last year. The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax (provision) benefit in any period will be affected by, among other things, permanent, as well as temporary, differences in the deductibility of certain items, changes in the valuation allowance related to net deferred tax assets, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, tax expense divided by pre-tax book income) from period to period. In order to fully utilize the net deferred tax assets, the Company will need to generate sufficient taxable income in future years. The Company analyzed all positive and negative evidence to determine if, based on the weight of available evidence, it is more likely than not to realize the benefit of the net deferred tax assets. The recognition of the net deferred tax assets and related tax benefits is based upon the Company’s conclusions regarding, among other considerations, estimates of future earnings based on information currently available and current and anticipated customers, contracts, and product introductions, as well as historical operating results and certain tax planning strategies. Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary period to utilize the entire benefit for the deferred tax assets. Accordingly, the Company established a valuation allowance of $ 45,571 as of June 30, 2024 and $ 39,530 as of December 31, 2023. 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 June 30, 2024. As of June 30, 2024, the Company’s net deferred tax assets totaled $ 4,201 and were primarily derived from net operating loss carryforwards. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 10. 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 June 30, 2024 , 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 receives a royalty from a renewable natural gas facility that is located at the Company's Delta facility. The Company’s primary operations are in the United States and Canada. Segment information is summarized below: Three months ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales Produce $ 47,019 $ 43,846 $ 83,113 $ 78,413 Cannabis - Canada 40,745 28,065 78,191 53,177 Cannabis - United States 4,297 5,301 8,834 10,278 Energy 121 — 121 — $ 92,182 $ 77,212 $ 170,259 $ 141,868 Gross profit Produce $ ( 4,164 ) $ ( 2,761 ) $ ( 854 ) $ ( 2,146 ) Cannabis - Canada 10,705 10,716 20,213 19,170 Cannabis - United States 2,629 3,558 5,324 6,796 Energy 78 ( 14 ) 78 ( 21 ) $ 9,248 $ 11,499 $ 24,761 $ 23,799 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 11. LOSS PER SHARE Basic and diluted net loss per common share is calculated as follows: Three months ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to Village Farms International, Inc. shareholders $ ( 23,549 ) $ ( 1,380 ) $ ( 26,401 ) $ ( 8,016 ) Denominator: Weighted average number of common shares - basic 110,960 110,239 110,604 107,185 Effect of dilutive securities- share-based employee options and awards — — — — Weighted average number of common shares - diluted 110,960 110,239 110,604 107,185 Antidilutive options and awards 6,572 6,589 6,572 6,589 Net loss per ordinary share: Basic $ ( 0.21 ) $ ( 0.01 ) $ ( 0.24 ) $ ( 0.07 ) Diluted $ ( 0.21 ) $ ( 0.01 ) $ ( 0.24 ) $ ( 0.07 ) |
Shareholders' Equity and Share
Shareholders' Equity and Share Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Shareholders' Equity and Share Based Compensation | 12. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION Share-based compensation expense was $ 2,196 and $ 2,601 for the three and six months ended June 30, 2024, respectively, and $ 656 and $ 2,388 for the three and six months ended June 30, 2023, respectively. Stock option activity for the six months ended June 30, 2024 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2024 6,946,576 $ 3.50 7.54 $ 83 Granted 50,000 $ 0.83 9.80 $ 3 Forfeited/expired ( 424,167 ) $ 3.43 Outstanding at June 30, 2024 6,572,409 $ 3.49 7.38 $ 1,061 Exercisable at June 30, 2024 3,572,555 $ 5.44 6.22 $ 141 Restricted shares activity for the six months ended June 30, 2024 was as follows: Number of Weighted Average Grant Date Fair Value Outstanding at January 1, 2024 — $ - Granted 1,785,144 $ 1.20 Vested and Issued ( 1,479,024 ) $ 1.25 Outstanding at June 30, 2024 306,120 $ 0.98 Exercisable at June 30, 2024 — $ - |
Changes in Non-Cash Working Cap
Changes in Non-Cash Working Capital Items | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Of Changes In Non Cash Working Capital Items [Abstract] | |
Changes in Non Cash Working Capital Items | 13. CHANGES IN NON-CASH WORKING CAPITAL ITEMS Six Months Ended June 30, 2024 2023 Trade receivables $ ( 7,738 ) $ ( 447 ) Inventories 17,174 ( 880 ) Other receivables ( 123 ) ( 9,991 ) Prepaid expenses and deposits 2,306 ( 411 ) Trade payables ( 1,760 ) ( 2,487 ) Accrued liabilities ( 453 ) 6,017 Lease liabilities ( 1,372 ) ( 956 ) Other assets, net of other liabilities ( 1,712 ) 1,330 $ 6,322 $ ( 7,825 ) |
Business, Basis Of Presentati_2
Business, Basis Of Presentation And Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 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, 2023 contained in the Company’s 2023 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. 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 of 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. Gains or losses from remeasurement are included in foreign exchange (loss) gain. Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in foreign exchange (loss) gain. In these condensed consolidated financial statements, “$” means U.S. dollars unless otherwise noted. |
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, elevated 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) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following as of: Classification June 30, 2024 December 31, 2023 Cannabis: Raw materials $ 761 $ 985 Work-in-progress 8,328 6,543 Finished goods 32,951 47,084 Packaging 7,903 7,641 Produce: Crop inventory 8,503 15,492 Purchased produce inventory 583 727 Inventory $ 59,029 $ 78,472 |
Property Plant And Equipment (T
Property Plant And Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of: Classification June 30, 2024 December 31, 2023 Land $ 14,289 $ 14,641 Leasehold and land improvements 5,506 5,525 Buildings 213,464 217,384 Machinery and equipment 90,987 86,674 Construction in progress 12,439 13,619 Less: Accumulated depreciation ( 138,252 ) ( 132,230 ) Property, plant and equipment, net $ 198,433 $ 205,613 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024: Cannabis - Canada Cannabis - United States Total Balance as of January 1, 2024 $ 45,879 $ 10,039 $ 55,918 Impairments - ( 10,039 ) ( 10,039 ) Foreign currency translation adjustment ( 1,419 ) - ( 1,419 ) Balance as of June 30, 2024 $ 44,460 $ - $ 44,460 |
Schedule of Acquired Intangible Assets | Intangible assets consisted of the following as of: Classification June 30, 2024 December 31, 2023 Licenses $ 17,956 $ 18,540 Brand and trademarks* 12,686 12,795 Customer relationships 13,165 13,586 Computer software 2,026 1,974 Other* 144 144 Less: Accumulated amortization ( 8,858 ) ( 7,414 ) Less: Impairments ( 9,250 ) ( 7,350 ) Intangibles, net $ 27,869 $ 32,275 * 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 June 30, 2024 was as follows: Fiscal period Remainder of 2024 $ 1,639 2025 3,192 2026 3,104 2027 3,104 2028 1,861 Thereafter 11,389 Intangibles, net $ 24,289 |
Line of Credit and Long-term _2
Line of Credit and Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values of Debt | The following table provides details for the carrying values of debt as of: June 30, 2024 December 31, 2023 Term Loan - ("FCC Loan") - repayable by monthly principal payments of $ 164 and accrued interest at a rate of 8.90 %; matures May 3, 2027 $ 21,804 $ 22,788 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 8.95 %; matures February 7, 2026 7,310 8,298 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 8.95 %; matures February 7, 2026 11,879 13,201 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 3,426 3,771 Total $ 44,419 $ 48,058 |
Schedule of principal maturities of long term debt | The aggregate annual principal maturities of long-term debt for the remainder of 2024 and thereafter are as follows: Remainder of 2024 $ 2,857 2025 5,714 2026 16,679 2027 17,343 2028 457 Thereafter 1,369 Total $ 44,419 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales Produce $ 47,019 $ 43,846 $ 83,113 $ 78,413 Cannabis - Canada 40,745 28,065 78,191 53,177 Cannabis - United States 4,297 5,301 8,834 10,278 Energy 121 — 121 — $ 92,182 $ 77,212 $ 170,259 $ 141,868 Gross profit Produce $ ( 4,164 ) $ ( 2,761 ) $ ( 854 ) $ ( 2,146 ) Cannabis - Canada 10,705 10,716 20,213 19,170 Cannabis - United States 2,629 3,558 5,324 6,796 Energy 78 ( 14 ) 78 ( 21 ) $ 9,248 $ 11,499 $ 24,761 $ 23,799 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to Village Farms International, Inc. shareholders $ ( 23,549 ) $ ( 1,380 ) $ ( 26,401 ) $ ( 8,016 ) Denominator: Weighted average number of common shares - basic 110,960 110,239 110,604 107,185 Effect of dilutive securities- share-based employee options and awards — — — — Weighted average number of common shares - diluted 110,960 110,239 110,604 107,185 Antidilutive options and awards 6,572 6,589 6,572 6,589 Net loss per ordinary share: Basic $ ( 0.21 ) $ ( 0.01 ) $ ( 0.24 ) $ ( 0.07 ) Diluted $ ( 0.21 ) $ ( 0.01 ) $ ( 0.24 ) $ ( 0.07 ) |
Shareholders' Equity and Shar_2
Shareholders' Equity and Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity for the six months ended June 30, 2024 was as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2024 6,946,576 $ 3.50 7.54 $ 83 Granted 50,000 $ 0.83 9.80 $ 3 Forfeited/expired ( 424,167 ) $ 3.43 Outstanding at June 30, 2024 6,572,409 $ 3.49 7.38 $ 1,061 Exercisable at June 30, 2024 3,572,555 $ 5.44 6.22 $ 141 |
Summary of Restricted Shares Unit | Restricted shares activity for the six months ended June 30, 2024 was as follows: Number of Weighted Average Grant Date Fair Value Outstanding at January 1, 2024 — $ - Granted 1,785,144 $ 1.20 Vested and Issued ( 1,479,024 ) $ 1.25 Outstanding at June 30, 2024 306,120 $ 0.98 Exercisable at June 30, 2024 — $ - |
Changes in Non-Cash Working C_2
Changes in Non-Cash Working Capital Items (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure Of Changes In Non Cash Working Capital Items [Abstract] | |
Summary of Changes in Non Cash Working Capital Items | Six Months Ended June 30, 2024 2023 Trade receivables $ ( 7,738 ) $ ( 447 ) Inventories 17,174 ( 880 ) Other receivables ( 123 ) ( 9,991 ) Prepaid expenses and deposits 2,306 ( 411 ) Trade payables ( 1,760 ) ( 2,487 ) Accrued liabilities ( 453 ) 6,017 Lease liabilities ( 1,372 ) ( 956 ) Other assets, net of other liabilities ( 1,712 ) 1,330 $ 6,322 $ ( 7,825 ) |
Business, Basis Of Presentati_3
Business, Basis Of Presentation And Significant Accounting Policies - Additional Information (Detail) | Jun. 30, 2024 |
Rose LifeScience Inc. [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 80% |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Inventories | $ 59,029 | $ 78,472 |
Raw Materials [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 761 | 985 |
Work-In-Progress [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 8,328 | 6,543 |
Finished Goods [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 32,951 | 47,084 |
Packaging [Member] | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 7,903 | 7,641 |
Crop Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 8,503 | 15,492 |
Purchased Produce Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | $ 583 | $ 727 |
Property Plant And Equipment -
Property Plant And Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (138,252) | $ (132,230) |
Property, plant and equipment, net | 198,433 | 205,613 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 14,289 | 14,641 |
Leaseholds and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,506 | 5,525 |
Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 213,464 | 217,384 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 90,987 | 86,674 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,439 | $ 13,619 |
Property Plant And Equipment _2
Property Plant And Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation on property, plant and equipment | $ 4,020 | $ 2,953 | $ 7,748 | $ 6,157 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
May 29, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
Business Acquisition [Line Items] | |||
Mezzanine equity acquisition of non-controlling interests | $ (5,209) | $ (5,209) | |
Mezzanine equity increase in additional paid in capital | 2,193 | 2,193 | |
Additional Paid-in Capital [Member] | |||
Business Acquisition [Line Items] | |||
Mezzanine equity increase in additional paid in capital | $ 2,193 | $ 2,193 | |
Rose Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition agreement | May 29, 2024 | ||
Percentage of additional voting interests acquired | 10% | ||
Additional percentage of voting interests acquired | 80% | 80% | |
Cash purchase price | $ 3,016 | ||
Mezzanine equity acquisition of non-controlling interests | (5,209) | ||
Rose Acquisition [Member] | Additional Paid-in Capital [Member] | |||
Business Acquisition [Line Items] | |||
Mezzanine equity increase in additional paid in capital | $ 2,193 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Value of Goodwill by Reportable Segment (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 55,918 |
Impairments | (10,039) |
Foreign currency translation adjustment | (1,419) |
Ending Balance | 44,460 |
Cannabis Business [Member] | Canada [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 45,879 |
Foreign currency translation adjustment | (1,419) |
Ending Balance | 44,460 |
Cannabis Business [Member] | United States [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 10,039 |
Impairments | $ (10,039) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (8,858) | $ (7,414) |
Less: Impairments | (9,250) | (7,350) |
Intangibles, net | 27,869 | 32,275 |
Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 17,956 | 18,540 |
Brand and Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 12,686 | 12,795 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 13,165 | 13,586 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 2,026 | 1,974 |
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 | Jun. 30, 2024 USD ($) |
Fiscal period | |
Remainder of 2024 | $ 1,639 |
2025 | 3,192 |
2026 | 3,104 |
2027 | 3,104 |
2028 | 1,861 |
Thereafter | 11,389 |
Intangibles, net | $ 24,289 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill [Line Items] | ||
Impairments | $ 10,039 | |
Impairment charge to intangibles | 9,250 | $ 7,350 |
Good will | 44,460 | 55,918 |
Intangible assets | (9,250) | $ (7,350) |
Cannabis U.S. [Member] | ||
Goodwill [Line Items] | ||
Impairment charge to intangibles | 1,900 | |
Good will | 10,039 | |
Intangible assets | (1,900) | |
Cannabis U.S. [Member] | Brand [Member] | ||
Goodwill [Line Items] | ||
Recovered amount higher (lower) than carrying amount of brand | $ 1,900 | |
Incremental royalty rate | 3.50% | |
Impairment charge to intangibles | $ 1,900 | |
Intangible assets | (1,900) | |
Cannabis U.S. [Member] | Goodwill [Member] | ||
Goodwill [Line Items] | ||
Recovered amount higher (lower) than carrying amount of goodwill | $ 10,039 | |
Post-tax discount rate | 12% | |
Increase in post-tax discount rate | 1% | |
Recoverable amount average revenue growth rate | 6% | |
Recoverable amount terminal growth rate | 2% | |
Decrease in terminal growth rate | 1% | |
Decrease future cash flow rate | 10% | |
Cannabis U.S. [Member] | Goodwill [Member] | Maximum [Member] | ||
Goodwill [Line Items] | ||
Ending period of recoverable amount budgets approved by senior management | 2028 | |
Recoverable amount average revenue growth rate period | 2028 | |
Cannabis U.S. [Member] | Goodwill [Member] | Minimum [Member] | ||
Goodwill [Line Items] | ||
Starting period of recoverable amount budgets approved by senior management | 2024 | |
Recoverable amount average revenue growth rate period | 2025 |
Line of Credit and Long-term _3
Line of Credit and Long-term Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Term Loan | $ 44,419 | $ 48,058 |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 21,804 | 22,788 |
Term Loan One [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 7,310 | 8,298 |
Term Loan Two [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 11,879 | 13,201 |
BDC Facility [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | $ 3,426 | $ 3,771 |
Line of Credit and Long-term _4
Line of Credit and Long-term Debt - Schedule of Debt (Parenthetical) (Detail) - 6 months ended Jun. 30, 2024 $ 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 | 8.90% | 8.90% |
Debt instrument maturity date | May 03, 2027 | May 03, 2027 |
Term Loan One [Member] | Pure Sunfarms [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 19 | |
Debt instrument, interest rate during period | 8.95% | 8.95% |
Debt instrument maturity date | Feb. 07, 2026 | Feb. 07, 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 | 8.95% | 8.95% |
Debt instrument maturity date | Feb. 07, 2026 | Feb. 07, 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) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Disclosure Of Borrowings [Line Items] | ||
Line of credit | $ 4,000 | $ 4,000 |
Weighted average interest rate | 9.73% | 9.44% |
Accounts Payable and Accrued Liabilities [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Accrued interest payable | $ 347 | $ 390 |
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Securities pledged as collateral | 80,400 | 117,293 |
Revolving Operating Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Amounts drawn on facility | 4,000 | 4,000 |
Securities pledged as collateral | 23,359 | 28,034 |
Revolving Operating Loan [Member] | Pure Sunfarms [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Total outstanding amount | $ 0 | $ 0 |
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 | Jun. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 2,857 |
2025 | 5,714 |
2026 | 16,679 |
2027 | 17,343 |
2028 | 457 |
Thereafter | 1,369 |
Total | $ 44,419 |
Related Party Transactions An_2
Related Party Transactions And Balances - Additional Information (Detail) $ in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
May 29, 2024 USD ($) | Jun. 30, 2024 CAD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2024 CAD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2023 USD ($) | |
Rose Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Additional percentage of voting interests acquired | 80% | 80% | 80% | ||||
Employees | |||||||
Related Party Transaction [Line Items] | |||||||
Salary and benefits to employee | $ 85 | $ 61 | |||||
Employees | Share Purchase Agreement | Rose Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Additional percentage of voting interests acquired | 10% | ||||||
Business combination cash purchase price of acquisition | $ 3,016 | ||||||
Rose | |||||||
Related Party Transaction [Line Items] | |||||||
Salary and benefits to employee | $ 151 | $ 47 | $ 190 | $ 92 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ (260) | $ (1,299) | $ (580) | $ (1,933) | |
Valuation allowance | 45,571 | 45,571 | $ 39,530 | ||
Total deferred tax assets | $ 4,201 | $ 4,201 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2024 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Sales [Abstract] | ||||
Sales | $ 92,182 | $ 77,212 | $ 170,259 | $ 141,868 |
Gross profit [Abstract] | ||||
Gross profit | 9,248 | 11,499 | 24,761 | 23,799 |
Produce Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 47,019 | 43,846 | 83,113 | 78,413 |
Gross profit [Abstract] | ||||
Gross profit | (4,164) | (2,761) | (854) | (2,146) |
Cannabis Canada Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 40,745 | 28,065 | 78,191 | 53,177 |
Gross profit [Abstract] | ||||
Gross profit | 10,705 | 10,716 | 20,213 | 19,170 |
Cannabis United States Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 4,297 | 5,301 | 8,834 | 10,278 |
Gross profit [Abstract] | ||||
Gross profit | 2,629 | 3,558 | 5,324 | 6,796 |
Energy Business [Member] | ||||
Sales [Abstract] | ||||
Sales | 121 | 121 | ||
Gross profit [Abstract] | ||||
Gross profit | $ 78 | $ (14) | $ 78 | $ (21) |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss attributable to Village Farms International, Inc. shareholders | $ (23,549) | $ (1,380) | $ (26,401) | $ (8,016) |
Denominator: | ||||
Weighted average number of common shares - basic | 110,960 | 110,239 | 110,604 | 107,185 |
Weighted average number of common shares - diluted | 110,960 | 110,239 | 110,604 | 107,185 |
Antidilutive options and awards | 6,572 | 6,589 | 6,572 | 6,589 |
Net loss per ordinary share: | ||||
Basic | $ (0.21) | $ (0.01) | $ (0.24) | $ (0.07) |
Diluted | $ (0.21) | $ (0.01) | $ (0.24) | $ (0.07) |
Shareholders' Equity and Shar_3
Shareholders' Equity and Share Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation expense | $ 2,196 | $ 656 | $ 2,601 | $ 2,388 |
Shareholders' Equity and Shar_4
Shareholders' Equity and Share Based Compensation - Summary of Stock Option Activity (Detail) - Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 6,946,576 | |
Number of Options, Granted | 50,000 | |
Number of Options, Forfeited/expired | (424,167) | |
Number of Options, Ending balance | 6,572,409 | 6,946,576 |
Number of Options, Exercisable | 3,572,555 | |
Weighted Average Exercise Price, Beginning balance | $ 3.5 | |
Weighted Average Exercise Price, Granted | 0.83 | |
Weighted Average Exercise Price, Forfeited/expired | 3.43 | |
Weighted Average Exercise Price, Ending balance | 3.49 | $ 3.5 |
Weighted Average Exercise Price, Exercisable | $ 5.44 | |
Weighted Average Remaining Contractual Term (years) | 7 years 4 months 17 days | 7 years 6 months 14 days |
Weighted Average Remaining Contractual Term (years), Granted | 9 years 9 months 18 days | |
Weighted Average Remaining Contractual Term (years), Exercisable | 6 years 2 months 19 days | |
Aggregate Intrinsic Value | $ 1,061 | $ 83 |
Aggregate Intrinsic Value, Granted | 3 | |
Aggregate Intrinsic Value, Excercisable | $ 141 |
Shareholders' Equity and Shar_5
Shareholders' Equity and Share Based Compensation - Summary of Restricted Shares Unit (Detail) - Performance-Based Restricted Share Unit [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Performance-based Restricted Share Units, Granted | shares | 1,785,144 |
Number of Performance-based Restricted Share Units, Vested and Issued | shares | (1,479,024) |
Number of Performance-based Restricted Share Units, Ending balance | shares | 306,120 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.2 |
Weighted Average Grant Date Fair Value, Vested and Issued | $ / shares | 1.25 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 0.98 |
Changes in Non Cash Working Cap
Changes in Non Cash Working Capital Items - Summary of Changes in Non Cash Working Capital Items (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Trade receivables | $ (7,738) | $ (447) |
Inventories | 17,174 | (880) |
Other receivables | (123) | (9,991) |
Prepaid expenses and deposits | 2,306 | (411) |
Trade payables | (1,760) | (2,487) |
Accrued liabilities | (453) | 6,017 |
Lease liabilities | (1,372) | (956) |
Other assets, net of other liabilities | (1,712) | 1,330 |
Total | $ 6,322 | $ (7,825) |