Investment ā Equity Method And Joint Ventures | 5 INVESTMENTS ā EQUITY METHOD AND JOINT VENTURES Pure Sunfarms Corp. On June 6, 2017, the Company entered into an agreement to form Pure Sunfarms, a B.C. corporation, with Emerald Health Therapeutics Inc. (āEmeraldā). The purpose of Pure Sunfarms is to produce, market and distribute cannabis in Canada. Village Farms held a 50% equity ownership interest in Pure Sunfarms in the form of common shares until November 19, 2019, at which time, upon entering the Settlement Agreement, the Companyās ownership increased to 53.5% through December 31, 2019. Pursuant to the terms of a Supply Agreement that Pure Sunfarms ha d d id was d was These charges were disputed by Emerald when initially invoiced. On March 6, 2020 the Company and Emerald closed a Settlement Agreement in order to settle all outstanding disputes with respect to their joint venture Pure Sunfarms. Under the terms of the Settlement Agreement: ā¢ The 5,940,000 common shares of Pure Sunfarms that were placed in escrow pending Emeraldās CA$5 , 0 were ā¢ Emerald forfeited and waived repayment by Pure Sunfarms of its outstanding CA$13.0 million shareholder loan to Pure Sunfarms (plus accrued interest of CA$1.1 million) and Emerald issued a promissory note to Pure Sunfarms in the amount of CA$952 related to certain amounts it owed Pure Sunfarms under the terms of the Supply Agreement; ā¢ Pure Sunfarms released Emerald from all liabilities S A including $7.2 million from the quarter ended September 30, 2019; ā¢ On March 20, 2020, ā¢ Pure Sunfarms and Emerald have released each other from their current supply agreement under which Emerald had the provision to purchase 25% of Pure Sunfarmsā aggregate cannabis production from the Delta facilities in 2020, 2021 and 2022; and ā¢ Village Farms and Emerald have mutually released each other from all claims related to or arising from the disputes. The net impact of the Settlement Agreement on the ownership of Pure Sunfarms, is that as of December 31, 2019, Village Farms owned 53.5% of Pure Sunfarms and Emerald owned 46.5% of Pure Sunfarms. Effective on the settlement date, March 6, 2020, Village Farms owned 57.4% of Pure Sunfarms ( note 18 In conjunction with the formation of Pure Sunfarms, Village Farms contributed the rights to lease and purchase the Delta 3 land and greenhouse facility to the joint venture. The contribution of the rights has been accounted for as a reduction of the land and greenhouse facility in exchange for the investment in Pure Sunfarms Corp. The net book value of the contributed land and greenhouse facility was $13,950. The Company recorded the investment at net book value. No gain was recognized. Prior to the adoption of ASC 606 the Company measured its nonmonetary equity contributions at the net book value of the assets being contributed with no gain or loss being recognized. On March 31, 2019, Pure Sunfarms exercised its option to utilize the Delta 2 assets and operations. The contribution of the assets has been accounted for as a disposal of the land, greenhouse facility and other assets in exchange for 25,000,000 common shares of Pure Sunfarms. This was a non-cash de-recognition non-monetary , as at the time ASC 606 was not applicable. The Company accounts for its investment in Pure Sunfarms, in accordance with ASC 323 ā Equity Method and Joint Ventures 53.5 The Company applies the hypothetical liquidation at book value (āHLBVā) method to determine the ownership percentage for the Company and Emerald. When determining the ownership, the HLBV method only considers shares that have been fully paid for. Therefore, due to the monthly escrow payments being made by Emerald in accordance with the Delta 2 Option Agreement, the ownership will change each month escrow payment(s) are made. The Companyās share of the joint venture consists of the following : ās of USD) : Balance, January 1, 2018 $ 6,511 Share of loss (171 ) Balance, December 31, 2018 $ 6,341 Balance, January 1, 2019 $ 6,341 Investments in joint venture 18,717 Share of net income for the year 16,276 Balance, December 31, 2019 $ 41,334 Summarized financial information of Pure Sunfarms (in $000ās of USD): December 31, 2019 December 31, 2018 Current assets Cash and cash equivalents (including restricted cash) $ 7,356 $ 1,731 Trade receivables 8,687 962 Inventory 21,745 5,101 Other current assets 6,964 730 Non-current 108,652 49,074 Current liabilities Trade payables (4,938 ) (6,862 ) Borrowings due to joint venture partners (26,413 ) (2,244 ) Income taxes payable (8,489 ) ā Borrowings - current (1,423 ) (19,442 ) Other current liabilities (5,021 ) (380 ) Non-current Borrowings ā long term (13,089 ) ā Deferred tax liability (2,473 ) ā Net assets $ 91,558 $ 28,670 Summarized financial information of Pure Sunfarms (in $000ās of USD): December 31, 2019 2018 Reconciliation of net assets: Accumulated retained earnings $ 26,679 $ (734 ) Contributions from joint venture partners 63,481 31,008 Currency translation adjustment 1,398 (1,604 ) Net assets $ 91,558 $ 28,670 Summarized financial information of Pure Sunfarms (in $000ās of USD): Year ended December 31, 2019 2018 2017 Revenue $ 62,341 $ 3,691 $ ā Cost of sales* (15,067 ) (1,154 ) ā Gross margin 47,274 2,537 ā Selling, general and administrative expenses (7,882 ) (2,584 ) (701 ) Income (loss) from operations 39,392 (47 ) (701 ) Interest expense (884 ) (72 ) ā Foreign exchange gain (loss) (9 ) (176 ) (3 ) Write down of fixed assets (144 ) ā ā Other income, net 26 18 ā Income (loss) before taxes 38,381 (277 ) (704 ) Provision for income taxes (10,967 ) 55 192 Net income (loss) $ 27,414 $ (222 ) $ (512 ) * Included in cost of sales for the years ended December 31, 2019, 2018 and 2017 is $2,671, $796 and $0 of depreciation expense. Village Fields Hemp USA LLC On February 27, 2019, the Company entered into a joint venture with Nature Crisp, LLC (āNature Crispā) to form VF Hemp for the objective of outdoor cultivation of high percentage cannabidiol (āCBDā) hemp and CBD extraction in multiple states throughout the United States. VF Hemp is 65% owned by the Company and 35% owned by Nature Crisp. Under the terms of the VF Hemp a h as agreed to up to start-up The Company accounts for its investment in VF Hemp, in accordance with ASC 323, using the equity method. The Company has determined that VF Hemp is a VIE, however it ownership interest and joint power arrangement with Nature Crisp, the Company shares joint control of the Board of Directors and therefore is not the primary beneficiary. The Companyās maximum exposure to loss as a result of its involvement with VF Hemp relates directly to the recovery of the outstanding loan to VF Hemp. On March 25, 2019, the Company entered into a Grid Loan Agreement (the āGrid Loanā) with VF Hemp, whereby, as of December 31, 2019, the Company had advanced $13,323 in the form of a grid loan to VF Hemp. The Grid Loan has a maturity date of March 25, 2022 8 The Company is not legally obligated for the debts, obligations or liabilities of VF Hemp. The Companyās share of the joint venture consists of the following: Balance, beginning of the period $ ā Investments in joint venture 7 Share of net loss (2,464 ) Losses applied against joint venture note receivable 2,457 Balance, December 31, 2019 $ ā Summarized financial information of VF Hemp: December 31, 2019 Current assets Cash and cash equivalents $ 510 Inventory 9,308 Prepaid expenses and deposits 36 Non-current 1,476 Current liabilities (1,788 ) Borrowings due to V F (13,323 ) Net assets $ (3,781 ) December 31, 2019 Reconciliation of net assets: Net loss 2019 $ (3,791 ) Contributions from joint venture partners 10 Net assets $ (3,781 ) Year ended Service revenue $ 106 Cost of sales (232 ) General and administrative expenses (869 ) Interest expense (440 ) Write down of inventory (2,356 ) Net loss $ (3,791 ) Arkansas Valley Green and Gold Hemp On May 21, 2019, the Company entered into a joint venture with Arkansas Valley Hemp, LLC (āAV Hempā) for the objective of outdoor cultivation of high percentage cannabidiol (CBD) hemp and CBD extraction in Colorado. The joint venture, AVGG Hemp, was Immediately following the fourth quarter harvest for AVGG Hemp, all of the hemp was destroyed by a severe windstorm. As a result of the loss, the Company wrote off its $1,184 loan to AVGG Hemp . |