Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VFF | |
Entity Registrant Name | Village Farms International, Inc. | |
Entity Central Index Key | 0001584549 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Security Exchange Name | NASDAQ | |
Entity Address, Country | CA | |
Title of 12(b) Security | Common Shares, without par value | |
Entity File Number | 001-38783 | |
Entity Tax Identification Number | 98-1007671 | |
Entity Address, State or Province | DE | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 56,250,419 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 13,558 | $ 11,989 |
Trade receivables | 9,602 | 8,997 |
Inventories | 15,546 | 15,918 |
Amounts due from joint ventures | 10,238 | 15,418 |
Other receivables | 201 | 342 |
Income tax receivable | 231 | 713 |
Prepaid expenses and deposits | 1,123 | 1,259 |
Total current assets | 50,499 | 54,636 |
Non-current assets | ||
Property, plant and equipment | 61,687 | 63,158 |
Investment in joint ventures | 55,607 | 41,334 |
Notes receivable - joint ventures | 10,946 | 10,865 |
Deferred tax asset | 8,377 | 7,999 |
Right-of-use assets | 4,889 | 3,582 |
Other assets | 1,593 | 1,834 |
Total assets | 193,598 | 183,408 |
Current liabilities | ||
Line of credit | 4,000 | 2,000 |
Trade payables | 9,019 | 12,653 |
Current maturities of long-term debt | 3,391 | 3,423 |
Accrued liabilities | 3,367 | 3,017 |
Operating lease liabilities - current | 718 | 875 |
Finance lease liabilities - current | 41 | 61 |
Total current liabilities | 20,536 | 22,029 |
Non-current liabilities | ||
Long-term debt | 28,158 | 28,966 |
Deferred tax liability | 1,150 | 1,873 |
Operating lease liabilities - non-current | 4,238 | 2,690 |
Finance lease liabilities - non-current | 39 | 34 |
Other liabilities | 1,103 | 1,357 |
Total liabilities | 55,224 | 56,949 |
Commitments and contingencies (note 15) | ||
SHAREHOLDERS' EQUITY | ||
Common stock, no par value per share - unlimited shares authorized; 56,250,419 shares issued and outstanding at March 31, 2020 and 52,656,669 shares issued and outstanding at December 31, 2019. | 105,656 | 98,333 |
Additional paid in capital | 4,880 | 4,351 |
Accumulated other comprehensive loss | (602) | (475) |
Retained earnings | 28,440 | 24,250 |
Total shareholders' equity | 138,374 | 126,459 |
Total liabilities and shareholders' equity | $ 193,598 | $ 183,408 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Financial Position (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Common stock par value | $ 0 | $ 0 |
Common stock shares authorized | Unlimited | Unlimited |
Common Stock, Shares, Issued | 56,250,419 | 52,656,669 |
Common Stock, Shares, Outstanding | 56,250,419 | 52,656,669 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Sales | $ 32,112 | $ 31,890 |
Cost of sales | (31,347) | (31,215) |
Gross margin | 765 | 675 |
Selling, general and administrative expenses | (3,921) | (4,242) |
Share-based compensation | (529) | (1,296) |
Interest expense | (537) | (694) |
Interest income | 383 | 136 |
Foreign exchange (loss) gain | (926) | 278 |
Gain on settlement agreement | 4,681 | |
Other income (expense) | 39 | (130) |
(Loss) gain on disposal of assets | (6) | 13,564 |
(Loss) income before taxes and earnings from unconsolidated entities | (51) | 8,291 |
Benefit of (provision for) income taxes | 1,012 | (4,436) |
Income from consolidated entities after income taxes | 961 | 3,855 |
Equity earnings from unconsolidated entities | 3,229 | 2,611 |
Net income | $ 4,190 | $ 6,466 |
Basic income per share | $ 0.08 | $ 0.14 |
Diluted income per share | $ 0.08 | $ 0.13 |
Weighted average number of common shares used in the computation of net income per share (in thousands): | ||
Basic | 52,933 | 47,677 |
Diluted | 54,175 | 49,506 |
Net income | $ 4,190 | $ 6,466 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | (127) | 44 |
Comprehensive income | $ 4,063 | $ 6,510 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] |
Beggining Balance at Dec. 31, 2018 | $ 84,433 | $ 60,872 | $ 2,198 | $ (562) | $ 21,925 |
Beggining Balance (in shares) at Dec. 31, 2018 | 47,642,672 | ||||
Shares issued on exercise of stock options | 36 | $ 54 | (18) | ||
Shares issued on exercise of stock options (in shares) | 15,999 | ||||
Issuance costs | $ (2) | ||||
Share-based compensation | 1,296 | $ 908 | 388 | ||
Share-based compensation (in shares) | 153,332 | ||||
Cumulative translation adjustment | 44 | 44 | |||
Net income | 6,466 | 6,466 | |||
Ending Balance at Mar. 31, 2019 | 92,273 | $ 61,832 | 2,568 | (518) | 28,391 |
Ending Balance (in shares) at Mar. 31, 2019 | 47,812,003 | ||||
Beggining Balance at Dec. 31, 2019 | 126,459 | $ 98,333 | 4,351 | (475) | 24,250 |
Beggining Balance (in shares) at Dec. 31, 2019 | 52,656,669 | ||||
Shares issued pursuant to public offering, net of issuance costs | 7,323 | $ 7,323 | |||
Shares issued pursuant to public offering, net of issuance costs (in shares) | 3,593,750 | ||||
Share-based compensation | 529 | 529 | |||
Cumulative translation adjustment | (127) | (127) | |||
Net income | 4,190 | 4,190 | |||
Ending Balance at Mar. 31, 2020 | $ 138,374 | $ 105,656 | $ 4,880 | $ (602) | $ 28,440 |
Ending Balance (in shares) at Mar. 31, 2020 | 56,250,419 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows used in operating activities: | ||
Net income | $ 4,190 | $ 6,466 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,530 | 1,926 |
Amortization of deferred charges | 19 | 19 |
Share of income from joint ventures | (3,229) | (2,611) |
Interest expense | 537 | 694 |
Interest income | (383) | (136) |
Interest paid on long-term debt | (538) | (662) |
Gain on settlement agreement | (4,681) | |
Loss (gain) on disposal of assets | 6 | (13,564) |
Lease payments | (271) | (254) |
Interest paid on finance leases | (1) | (3) |
Share-based compensation | 529 | 1,296 |
Deferred income taxes | (468) | 4,823 |
Changes in non-cash working capital items | 2,225 | (3,540) |
Net cash used in operating activities | (535) | (5,546) |
Cash flows used in investing activities: | ||
Purchases of property, plant and equipment, net of rebate | (259) | (167) |
Advances to joint ventures | (2,251) | |
Proceeds from sale of asset | 60 | |
Investment in joint ventures | (6,063) | (7) |
Net cash used in investing activities | (6,322) | (2,365) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 2,000 | 3,000 |
Repayments on borrowings | (875) | (837) |
Proceeds from issuance of common stock | 7,957 | |
Issuance costs | (633) | |
Proceeds from exercise of stock options | 34 | |
Payments on capital lease obligations | (21) | (18) |
Net cash provided by financing activities | 8,428 | 2,179 |
Effect of exchange rate changes on cash and cash equivalents | (2) | |
Net increase (decrease) in cash and cash equivalents | 1,569 | (5,732) |
Cash and cash equivalents, beginning of period | 11,989 | 11,920 |
Cash and cash equivalents, end of period | $ 13,558 | $ 6,188 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1 NATURE OF OPERATIONS Village Farms International, Inc. (“VFF” the parent company, together with its subsidiaries, the “Company”) is incorporated under the Canada Business Corporation Act. VFF’s principal operating subsidiaries as of March 31, 20 20 The Company’s shares are listed on the Toronto Stock Exchange under the symbol VFF and are also listed in the United States on the Nasdaq Capital Market (“Nasdaq”) under the symbol VFF. The Company owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia and Texas, where it produces, markets and sells premium-quality tomatoes, bell peppers, and cucumbers. The Company, through its subsidiary VFCE, owns and operates a 7.0 MW power plant that generates electricity. The Company’s joint venture, Pure Sunfarms, is a licensed producer and supplier of cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. The Company’s joint ventures, VF Hemp and AVGG Hemp, are cultivators of high cannabidiol (“CBD”) hemp in multiple states throughout the United States. Coronavirus pandemic (“COVID-19”) In March 2020, the World Health Organization declared the outbreak of the COVID-19 shelter-in-place COVID-19. To date, all of the Company’s operations are operating normally, however, the extent to which COVID-19 COVID-19 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2 BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2020 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q 10-01 S-X. may be impacted by the COVID-19 pandemic and accordingly are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and 2018. Other than as described below, there were no changes to our significant accounting policies described in our annual financial statements that had a material impact on our financial statements and related notes. |
New Accounting Pronouncements A
New Accounting Pronouncements Adopted | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements Adopted | 3 NEW ACCOUNTING PRONOUNCEMENTS ADOPTED In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13 2018-13 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses 2016-13 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4 INVENTORIES Inventories, consisting of crop inventory, purchased produce inventory and spare parts inventory are valued at the lower of cost or net realizable value. Cost is determined using the weighted average cost method. Costs included in crop inventory include but are not limited to raw material packaging, direct labor, overhead, and the depreciation of growing equipment and facilities determined at normal capacity. These costs are expensed as cost of sales when the crops are sold. Inventories consisted of the following as of March 31, 2020 and December 31, 2019: Classification March 31, 2020 December 31, 2019 Crop inventory $ 14,672 $ 15,281 Purchased produce inventory 770 530 Spare parts inventory 104 107 Inventories $ 15,546 $ 15,918 |
Property Plant And Equipment
Property Plant And Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property Plant And Equipment | 5 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is allocated between cost of sales and SG&A expenses depending on the type of asset and is determined using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to cost of sales when incurred. Significant expenditures, which extend the useful lives of assets, are capitalized. Land is not depreciated. The estimated useful lives of the class of assets for the current and comparative periods are as follows: Classification Estimated Useful Lives Leasehold and land improvements 5-20 Greenhouses and other buildings 4-30 Greenhouse equipment 3-30 Machinery and equipment 3-12 Construction in process reflects the cost of assets under construction, which are not depreciated until placed into service. Property, plant and equipment consisted of the following as of March 31, 2020 and December 31, 2019: Classification March 31, 2020 December 31, 2019 Land $ 3,204 $ 3,204 Leasehold and land improvements 3,820 3,820 Greenhouses and other buildings 72,853 72,772 Machinery and equipment 61,498 61,871 Construction in progress 1,745 1,697 Less: Accumulated depreciation (81,433 ) (80,206 ) Property, plant and equipment $ 61,687 $ 63,158 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 6 LEASES On August 7, 2019, the Company entered into an operating lease agreement for 8,341 square feet of office space located in Lake Mary, Florida. The lease commenced on January 1, 2020 and has a lease term of 88 months with an option to extend for five years. The base rent for the lease will be adjusted annually by multiplying the base rent by 1.025. The initial lease liability was calculated as the present value of the lease payments using an incremental borrowing rate of 4.98%. The right-of-use right-of-use . The components of lease related expenses are as follows: Three Months Ended Three Months Ended Operating lease expense (a) $ 608 $ 611 Finance lease expense: Amortization of right-of-use $ 21 $ 20 Interest on lease liabilities 1 3 Total finance lease expense $ 22 $ 23 (a) Includes short-term lease costs of $200 and $311 for the three months ended March 31, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of lease liabilities: Three Months Ended Three Months Ended Operating cash flows from operating leases $ 271 $ 254 Operating cash flows from finance leases $ 1 $ 3 Financing cash flows from finance leases $ 21 $ 18 March 31, 20 20 Weighted average remaining lease term: Operating leases 3.9 Finance leases 1.6 Weighted average discount rate: Operating leases 5.87 % Finance leases 6.25 % Maturities of lease liabilities are as follows: Operating Finance Remainder of 2020 $ 987 $ 44 2021 1,355 30 2022 1,140 10 2023 920 — 2024 562 — Thereafter 800 — Undiscounted lease cash flow commitments 5,764 84 Reconciling impact from discounting (808 ) (4 ) Lease liabilities on consolidated statement of financial position as of March 31, 2020 $ 4,956 $ 80 |
Investment in Joint Ventures
Investment in Joint Ventures | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Ventures | 7 INVESTMENT IN JOINT VENTURES Summarized Equity Earnings (Losses) from Unconsolidated Entities Equity earnings from Three months ended March 31, 2020 2019 Pure Sunfarms $ 3,531 $ 2,641 VF Hemp (302 ) (30 ) Total $ 3,229 $ 2,611 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. (“Emerald”). The purpose of Pure Sunfarms is to produce, market and distribute cannabis in Canada. The Company accounts for its investment in Pure Sunfarms, in accordance with Accounting Standards Codification (ASC) 323, Equity Method and Joint Ventures (“ASC 323”), using the equity method. The Company has determined that Pure Sunfarms is a variable interest entity (“VIE”), however the Company does not consolidate Pure Sunfarms because the Company is not the primary beneficiary. Although the Company is able to exercise significant influence over the operating and financial policies of Pure Sunfarms through its 58.7% majority ownership interest , t Company’s investment of $55,607 and $9,959. The Company is required to apply the hypothetical liquidation at book value (“HLBV”) method to determine its allocation of the profits and losses in Pure Sunfarms. When determining its allocation of profits and losses, the HLBV method only considers shares that have been fully paid for. Therefore, due to the monthly escrow payments made by Emerald in 2019 in accordance with the Delta 2 Option and Escrow Agreements, the ownership changed each month in 2019 as escrow payment(s) were made. Under the hypothetical liquidation method, the Company received 57.4% and 57.6% of Pure Sunfarms’ earnings for the three months ended March 31, 2020 and 2019, respectively. In 2020, all of the escrow payments were made so the allocation of profits and losses is based on shares outstanding at the end of each month. 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 On March 2, 2020, pursuant to the Settlement Agreement, Emerald transferred to the Company 2.5% of additional equity in Pure Sunfarms. The Company determined the fair value of the equity received from Emerald to be CA$6.5 million (US$4.7 million). The Company recorded this amount as a gain and it’s included as gain on nonmonetary exchange on the consolidated statement of income and comprehensive income for the three months ended March 31, 2020. As of March 31, 2020, and December 31, 2019, the total investment in Pure Sunfarms of $55.6 million and $41.3 million, respectively, was recorded in the consolidated statements of financial position. The Company’s share of the joint venture consists of the following: 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 Balance, January 1, 2020 $ 41,334 Investments in joint venture 10,742 Share of net income for the period $ 3,531 Balance, March 31, 2020 $ 55,607 Summarized financial information of Pure Sunfarms (in USD): March 31, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 608 $ 7,356 Trade receivables 12,809 8,687 Inventory 29,970 21,745 Other current assets 5,933 6,964 Non-current 105,921 108,652 Current liabilities Trade payables (12,288 ) (4,938 ) Borrowings due to joint ventures (10,311 ) (26,413 ) Income taxes payable (8,843 ) (8,489 ) Borrowings – current (1,341 ) (1,423 ) Other current liabilities (11,360 ) (5,021 ) Non-current Borrowings – long term (11,642 ) (13,089 ) Deferred tax liabilities (3,372 ) (2,473 ) Net assets $ 96,084 $ 91,558 March 31, 2020 December 31, 2019 Reconciliation of net assets: Accumulated retained earnings $ 32,844 $ 26,679 Contributions from joint venture partners 70,088 63,481 Currency translation adjustment (6,848 ) 1,398 Net assets $ 96,084 $ 91,558 Three Months Ended Three Months Ended 9 Revenue $ 13,137 $ 10,801 Cost of sales* (6,258 ) (3,818 ) Gross margin 6,879 6,983 Selling, general and administrative expenses (2,434 ) (999 ) Income from operations 4,445 5,984 Interest expense (217 ) (1 ) Foreign exchange ( loss ) (179 ) 39 Other income, net ** 4,332 10 Income before taxes 8,381 6,032 Provision for income taxes (2,216 ) (1,629 ) Net income $ 6,165 $ 4,403 * Included in cost of sales for the three months ended March 31, 2020 and 2019 is $449 and $458, respectively, of depreciation expense. ** Includes gain recognized on settlement of net liabilities of $4,348 ( CA Village Fields Hemp USA LLC On February 27, 2019, the Company entered into a joint venture with Nature Crisp, LLC (“Nature Crisp”) to form VF Hemp for the objective of outdoor cultivation of high percentage cannabidiol (“CBD”) 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 Joint Venture Agreement, the Company will lend up to approximately US$15 million to VF Hemp for start-up The Company accounts for its investment in VF Hemp, in accordance with ASC 323, using the equity method because the Company is able to exercise significant influence over the operating and financial policies of VF Hemp through its 65% ownership interest and joint power arrangement with Nature Crisp. The Company’s maximum exposure to loss as a result of its involvement with VF Hemp is directly related to the recovery of the $10,946 loan outstanding to VF Hemp. The Company’s share of the joint venture consists of the following: Balance, beginning of the period $ — Investments in joint venture 7 Share of net loss (2,464 ) Losses applied against joint venture note receivable 2,457 Balance, December 31, 2019 $ — Balance, beginning of the period $ — Investments in joint venture — Share of net loss (302 ) Losses applied against joint venture note receivable 302 Balance, March 31, 2020 $ — Summarized financial information of VF Hemp: March 31, 2020 December 31, 2019 Current assets Inventory $ 9,268 $ 9,308 Other current assets 163 546 Non-current 1,406 1,476 Current liabilities (1,386 ) (1,788 ) Non-current (13,697 ) (13,323 ) Net assets $ (4,246 ) $ (3,781 ) Reconciliation of net assets: March 31, 2020 December 31, 2019 Beginning retained earnings $ (3,791 ) $ (3,791 ) Net loss for the three months ended March 31, 2020 (465 ) — Contributions from joint venture partners 10 10 Net assets $ (4,246 ) $ (3,781 ) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 8 DEBT At March 31, 2020 the Company had a Term Loan financing agreement with a Canadian creditor (“FCC Loan”). The non-revolving variable rate term loan had a maturity date of May 1, 2021 and a balance of $30,428 as of March 31, 2020. The outstanding balance was repayable by way of monthly installments of principal and interest , . Effective May 1, 2020, the Company renewed its FFC Loan extending it for a term of five years, with an amortization period of 9 years and 9 months and a variable interest rate based on Canadian Imperial Bank of Commerce LIBOR (note 16). The Company’s subsidiary VFCE has a loan agreement with a Canadian Chartered Bank that includes a non-revolving non-revolving The weighted average interest rate on short-term borrowings as of March 31, 2020 and December 31, 2019 was 6.1% and 6.2%, respectively. The Company has a line of credit agreement with a Canadian Chartered Bank (“Operating Loan”). The revolving Operating Loan has a line of credit up to CA$13,000, less outstanding letters of credit totaling US$150 and CA$38, and variable interest rates with a maturity date on May 31, 2021. The Operating Loan is subject to margin requirements stipulated by the bank. As of March 31, 2020 and December 31, 2019, the amount drawn on this facility was US$4,000 and US$2,000, respectively. The Company’s borrowings (“Credit Facilities”) are subject to certain positive and negative covenants, including debt ratios, and the Company is required to maintain certain minimum working capital. In December 2019, the Company received a waiver for its annual debt service coverage and debt to EBITDA covenants under its Term Loan. As of March 31, 2020 the Company was in compliance with all of its other Credit Facility covenants under its Credit Facilities. Accrued interest payable on the credit facilities and loans as of March 31, 2020 and December 31, 2019 was $161 and $162, respectively, and these amounts are included in accrued liabilities in the interim statements of financial position. As collateral for the FCC Loan, the Company has provided promissory notes, a first mortgage on the VFF-owned As collateral for the Operating Loan, the Company has provided promissory notes and a first priority security interest over its accounts receivable and inventory. In addition, the Company has granted full recourse guarantees and security therein. The carrying value of the assets pledged as collateral as of March 31, 2020 and December 31, 2019 was $25,148 and $24,915, respectively. The aggregate annual maturities of long-term debt for the next five years and thereafter are as follows: Remainder of 2020 $ 2,761 2021 30,362 2022 361 2023 166 2024 — Thereafter — $ 33,650 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 9 FINANCIAL INSTRUMENTS The Company records accounts receivable, accounts payable, accrued liabilities and debt at amortized cost. The carrying values of these instruments approximate their fair value due to their short-term maturities. |
Related Party Transactions And
Related Party Transactions And Balances | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction And Balances | 10 RELATED PARTY TRANSACTIONS AND BALANCES On July 5, 2018, the Company entered into a Shareholder Loan Agreement (the “Loan Agreement”) with Pure Sunfarms, whereby, as of March 31, 2020, the Company had contributed $9,959 (CA$13,000) in the form of a demand loan to Pure Sunfarms. As of March 31, 2020, the loan amount bears simple interest at the rate of 5.2% per annum, calculated semi-annually. Interest will accrue and be payable upon demand. The balance of the loan, including interest, was $10,039 as of March 31, 2020. On February 13, 2019, the Company announced that Pure Sunfarms had entered into a credit agreement with Bank of Montreal, as agent and lead lender, and Farm Credit Canada, as lender, in respect of a CA$20 million secured non-revolver As of March 31, 2020, the Company had $199 due from its joint venture, Pure Sunfarms, primarily for consulting services and the reimbursement of expenses which occurred in the quarter. As of December 31, 2019, the Company had $4,610 due from Pure Sunfarms, primarily relating to an equity contribution of CA$5,940 (US$4,494) to Pure Sunfarms made by the Company, on November 19, 2019 when Emerald failed to make a required escrow equity payment to Pure Sunfarms on November 1, 2019. Emerald disputed the Company’s additional November equity contribution, as well as the cancellation of 5.94 million common shares of Pure Sunfarms that related to the failure to pay the CA$5,940 equity contribution. In an effort to narrow the issues in dispute and accelerate the resolution of this shareholder dispute, which occurred on March 2, 2020 with the Settlement Agreement, Village Farms unwound its November equity contribution in January with Pure Sunfarms providing Village Farms with a CA$5,940 refund. On March 25, 2019, the Company entered into a Grid Loan Agreement (the “Grid Loan”) with VF Hemp. The Grid Loan has a maturity date of March 25, 2022, and bears simple interest at the rate of 8% per annum, calculated monthly. As of March 31, 2020 and December 31, 2019 the Grid Loan balance was $10,946 and $10,865, respectively. One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $28 in salary and benefits during the three months ended March 31, 2020 and 2019, respectively. Summary of amounts due from the joint ventures, including interest and included in the interim statements of financial position: March 31, 20 20 December 31, 201 9 Pure Sunfarms $ 10,238 $ 15,418 VF Hemp 10,946 10,865 Total $ 21,184 $ 26,283 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11 INCOME TAXES A provision for income taxes is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the three months ended March 31, 2020 was 24%, and 16% for the three months ended March 31, 2019. The recovery for income taxes was $1,012 for the three months ended March 31, 2020 compared to provision for income taxes of ($4,436) for the three months ended March 31, 2019. The income tax provision for March 31, 2019 includes deferred tax liabilities arising from the contribution of the Delta 2 assets to Pure Sunfarms. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 12 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. Management has determined that the Company operates in three segments. The Company’s three segments include the Produce business, the Energy business and the Company’s cannabis and hemp segment. The Produce business produces, markets, and sells the product group which consists of premium quality tomatoes, bell peppers and cucumbers. The Energy business produces power that it sells per a long-term contract to its one customer. For segment information regarding the Company’s cannabis and hemp segment refer to Note 7 The Company’s primary operations are in the United States and Canada. Segment information for the three months ended March 31, 2020 and 2019: March 31, 2020 March 31, 2019 Sales Produce – U.S. $ 29,315 $ 28,199 Produce – Canada 2,647 3,379 Energy – Canada 150 312 $ 32,112 $ 31,890 Interest expense Produce – U.S. $ 7 $ 33 Produce – Canada 515 643 Energy – Canada 15 18 $ 537 $ 694 Interest income Corporate $ 383 $ 136 $ 383 $ 136 Depreciation Produce – U.S. $ 1,046 $ 1,020 Produce – Canada 301 419 Energy – Canada 183 228 $ 1,530 $ 1,667 Gross margin Produce – U.S. $ 1,317 $ 705 Produce – Canada (374 ) 60 Energy – Canada (178 ) (90 ) $ 765 $ 675 March 31, 2020 December 31, 2019 Total assets United States $ 88,275 $ 88,395 Canada 102,781 92,067 Energy – Canada 2,542 2,946 $ 193,598 $ 183,408 March 31, 2020 December 31, 2019 Property, plant and equipment, net United States $ 40,373 $ 41,656 Canada 18,966 18,759 Energy – Canada 2,348 2,743 $ 61,687 $ 63,158 |
Income Per Share
Income Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income Per Share | 13 INCOME PER SHARE Basic and diluted net income per ordinary share is calculated as follows: For the three months ended March 31, 2020 2019 Numerator: Net income $ 4,190 $ 6,466 Denominator: Weighted average number of common shares—basic 52,933 47,677 Effect of dilutive securities- share-based employee options and awards 1,242 1,829 Weighted average number of common shares—diluted 54,175 49,506 Antidilutive options and awards 510 — Net income per ordinary share: Basic $ 0.08 $ 0.14 Diluted $ 0.08 $ 0.13 |
Share Based Compensation Plan
Share Based Compensation Plan | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation Plan | 14 SHARE-BASED COMPENSATION PLAN Share-based $529 Stock option activity for the three months ended March 31, 2020 is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2019 2,452,666 CA$ 5.12 5.60 $ 11,435 Granted — — — $ — Exercised — — — $ — Forfeited (25,000 ) CA$ 2.67 — $ — Outstanding at March 31, 2020 2,427,666 CA$ 5.15 5.34 $ 4,215 Exercisable at March 31, 2020 1,890,670 CA$ 3.29 4.45 $ 4,132 Performance-based shares activity for the three months ended March 31, 2020 was as follows: Number of Performance-based Weighted Average Outstanding at December 31, 2019 739,000 CA$ 6.58 Granted 10,000 CA$ 7.16 Received — — Forfeited/expired (54,000 ) CA$ 8.09 Outstanding at March 31, 2020 695,000 CA$ 7.16 Exercisable at March 31, 2020 40,000 CA$ 11.44 |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15 COMMITMENT S In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16 SUBSEQUENT EVENT S In April 2020, Pure Sunfarms expanded its credit facility with its existing lender to CA$59.0 million, including accordion provisions of CA$22.5 million. As a pre-condition Effective May 1, 2020 , April 1, 2025 . |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following as of March 31, 2020 and December 31, 2019: Classification March 31, 2020 December 31, 2019 Crop inventory $ 14,672 $ 15,281 Purchased produce inventory 770 530 Spare parts inventory 104 107 Inventories $ 15,546 $ 15,918 |
Property Plant And Equipment (T
Property Plant And Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Tangible Assets Useful Life | The estimated useful lives of the class of assets for the current and comparative periods are as follows: Classification Estimated Useful Lives Leasehold and land improvements 5-20 Greenhouses and other buildings 4-30 Greenhouse equipment 3-30 Machinery and equipment 3-12 |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following as of March 31, 2020 and December 31, 2019: Classification March 31, 2020 December 31, 2019 Land $ 3,204 $ 3,204 Leasehold and land improvements 3,820 3,820 Greenhouses and other buildings 72,853 72,772 Machinery and equipment 61,498 61,871 Construction in progress 1,745 1,697 Less: Accumulated depreciation (81,433 ) (80,206 ) Property, plant and equipment $ 61,687 $ 63,158 |
Leases (Table)
Leases (Table) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of lease related expenses | The components of lease related expenses are as follows: Three Months Ended Three Months Ended Operating lease expense (a) $ 608 $ 611 Finance lease expense: Amortization of right-of-use $ 21 $ 20 Interest on lease liabilities 1 3 Total finance lease expense $ 22 $ 23 (a) Includes short-term lease costs of $200 and $311 for the three months ended March 31, 2020 and 2019, respectively. |
Schedule includes other information about leases | Cash paid for amounts included in the measurement of lease liabilities: Three Months Ended Three Months Ended Operating cash flows from operating leases $ 271 $ 254 Operating cash flows from finance leases $ 1 $ 3 Financing cash flows from finance leases $ 21 $ 18 |
Summary of maturities of lease maturities | March 31, 20 20 Weighted average remaining lease term: Operating leases 3.9 Finance leases 1.6 Weighted average discount rate: Operating leases 5.87 % Finance leases 6.25 % |
Summary of unadjusted lease commitments | Maturities of lease liabilities are as follows: Operating Finance Remainder of 2020 $ 987 $ 44 2021 1,355 30 2022 1,140 10 2023 920 — 2024 562 — Thereafter 800 — Undiscounted lease cash flow commitments 5,764 84 Reconciling impact from discounting (808 ) (4 ) Lease liabilities on consolidated statement of financial position as of March 31, 2020 $ 4,956 $ 80 |
Investment in Joint Ventures (T
Investment in Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of equity method investments [Line Items] | |
Summary of earnings (losses) from unconsolidated entities | Summarized Equity Earnings (Losses) from Unconsolidated Entities Equity earnings from Three months ended March 31, 2020 2019 Pure Sunfarms $ 3,531 $ 2,641 VF Hemp (302 ) (30 ) Total $ 3,229 $ 2,611 |
Summary of company share of the joint venture | The Company’s share of the joint venture consists of the following: 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 Balance, January 1, 2020 $ 41,334 Investments in joint venture 10,742 Share of net income for the period $ 3,531 Balance, March 31, 2020 $ 55,607 |
Summary of summarized financial information | Summarized financial information of Pure Sunfarms (in USD): March 31, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 608 $ 7,356 Trade receivables 12,809 8,687 Inventory 29,970 21,745 Other current assets 5,933 6,964 Non-current 105,921 108,652 Current liabilities Trade payables (12,288 ) (4,938 ) Borrowings due to joint ventures (10,311 ) (26,413 ) Income taxes payable (8,843 ) (8,489 ) Borrowings – current (1,341 ) (1,423 ) Other current liabilities (11,360 ) (5,021 ) Non-current Borrowings – long term (11,642 ) (13,089 ) Deferred tax liabilities (3,372 ) (2,473 ) Net assets $ 96,084 $ 91,558 March 31, 2020 December 31, 2019 Reconciliation of net assets: Accumulated retained earnings $ 32,844 $ 26,679 Contributions from joint venture partners 70,088 63,481 Currency translation adjustment (6,848 ) 1,398 Net assets $ 96,084 $ 91,558 Three Months Ended Three Months Ended 9 Revenue $ 13,137 $ 10,801 Cost of sales* (6,258 ) (3,818 ) Gross margin 6,879 6,983 Selling, general and administrative expenses (2,434 ) (999 ) Income from operations 4,445 5,984 Interest expense (217 ) (1 ) Foreign exchange ( loss ) (179 ) 39 Other income, net ** 4,332 10 Income before taxes 8,381 6,032 Provision for income taxes (2,216 ) (1,629 ) Net income $ 6,165 $ 4,403 * Included in cost of sales for the three months ended March 31, 2020 and 2019 is $449 and $458, respectively, of depreciation expense. ** Includes gain recognized on settlement of net liabilities of $4,348 ( CA |
Village Fields Hemp USA LLC [Member] | |
Schedule of equity method investments [Line Items] | |
Summary of company share of the joint venture | The Company’s share of the joint venture consists of the following: Balance, beginning of the period $ — Investments in joint venture 7 Share of net loss (2,464 ) Losses applied against joint venture note receivable 2,457 Balance, December 31, 2019 $ — Balance, beginning of the period $ — Investments in joint venture — Share of net loss (302 ) Losses applied against joint venture note receivable 302 Balance, March 31, 2020 $ — |
Summary of summarized financial information | Summarized financial information of VF Hemp: March 31, 2020 December 31, 2019 Current assets Inventory $ 9,268 $ 9,308 Other current assets 163 546 Non-current 1,406 1,476 Current liabilities (1,386 ) (1,788 ) Non-current (13,697 ) (13,323 ) Net assets $ (4,246 ) $ (3,781 ) Reconciliation of net assets: March 31, 2020 December 31, 2019 Beginning retained earnings $ (3,791 ) $ (3,791 ) Net loss for the three months ended March 31, 2020 (465 ) — Contributions from joint venture partners 10 10 Net assets $ (4,246 ) $ (3,781 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of long term debt | The aggregate annual maturities of long-term debt for the next five years and thereafter are as follows: Remainder of 2020 $ 2,761 2021 30,362 2022 361 2023 166 2024 — Thereafter — $ 33,650 |
Related Party Transaction And B
Related Party Transaction And Balances (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions [Table Text Block] | Summary of amounts due from the joint ventures, including interest and included in the interim statements of financial position: March 31, 20 20 December 31, 201 9 Pure Sunfarms $ 10,238 $ 15,418 VF Hemp 10,946 10,865 Total $ 21,184 $ 26,283 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of net sales by the countries and property, plant and equipment, net of accumulated depreciation | The Company’s primary operations are in the United States and Canada. Segment information for the three months ended March 31, 2020 and 2019: March 31, 2020 March 31, 2019 Sales Produce – U.S. $ 29,315 $ 28,199 Produce – Canada 2,647 3,379 Energy – Canada 150 312 $ 32,112 $ 31,890 Interest expense Produce – U.S. $ 7 $ 33 Produce – Canada 515 643 Energy – Canada 15 18 $ 537 $ 694 Interest income Corporate $ 383 $ 136 $ 383 $ 136 Depreciation Produce – U.S. $ 1,046 $ 1,020 Produce – Canada 301 419 Energy – Canada 183 228 $ 1,530 $ 1,667 Gross margin Produce – U.S. $ 1,317 $ 705 Produce – Canada (374 ) 60 Energy – Canada (178 ) (90 ) $ 765 $ 675 March 31, 2020 December 31, 2019 Total assets United States $ 88,275 $ 88,395 Canada 102,781 92,067 Energy – Canada 2,542 2,946 $ 193,598 $ 183,408 March 31, 2020 December 31, 2019 Property, plant and equipment, net United States $ 40,373 $ 41,656 Canada 18,966 18,759 Energy – Canada 2,348 2,743 $ 61,687 $ 63,158 |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income per share [Abstract] | |
Summary of basic and diluted net income per ordinary share | Basic and diluted net income per ordinary share is calculated as follows: For the three months ended March 31, 2020 2019 Numerator: Net income $ 4,190 $ 6,466 Denominator: Weighted average number of common shares—basic 52,933 47,677 Effect of dilutive securities- share-based employee options and awards 1,242 1,829 Weighted average number of common shares—diluted 54,175 49,506 Antidilutive options and awards 510 — Net income per ordinary share: Basic $ 0.08 $ 0.14 Diluted $ 0.08 $ 0.13 |
Share Based Compensation Plan (
Share Based Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of fair value of stock option valuation assumptions | Stock option activity for the three months ended March 31, 2020 is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2019 2,452,666 CA$ 5.12 5.60 $ 11,435 Granted — — — $ — Exercised — — — $ — Forfeited (25,000 ) CA$ 2.67 — $ — Outstanding at March 31, 2020 2,427,666 CA$ 5.15 5.34 $ 4,215 Exercisable at March 31, 2020 1,890,670 CA$ 3.29 4.45 $ 4,132 |
Summary of non-vested performance-based restricted share units | Performance-based shares activity for the three months ended March 31, 2020 was as follows: Number of Performance-based Weighted Average Outstanding at December 31, 2019 739,000 CA$ 6.58 Granted 10,000 CA$ 7.16 Received — — Forfeited/expired (54,000 ) CA$ 8.09 Outstanding at March 31, 2020 695,000 CA$ 7.16 Exercisable at March 31, 2020 40,000 CA$ 11.44 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020MW | |
Village Fields Hemp USA LLC VF Hemp [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 65.00% |
Pure Sunfarms Corp Pure Sunfarms Member [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 58.70% |
VF Clean Energy Inc [Member] | Power Plant [Member] | |
Nature Of Operations [Line Items] | |
Generation of Electricity | 7 |
Inventories - Summary of Invent
Inventories - Summary of Inventory Current (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory, Net [Abstract] | ||
Inventory | $ 15,546 | $ 15,918 |
Crop Inventory [Member] | ||
Inventory, Net [Abstract] | ||
Inventory | 14,672 | 15,281 |
Purchased Produce [Member] | ||
Inventory, Net [Abstract] | ||
Inventory | 770 | 530 |
Spare Parts Inventory [Member] | ||
Inventory, Net [Abstract] | ||
Inventory | $ 104 | $ 107 |
Property Plant And Equipment -
Property Plant And Equipment - Summary of Estimated Useful Lives of Property Plant and Equipment (Detail) | 3 Months Ended |
Mar. 31, 2020 | |
Leaseholds and Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leaseholds and Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 20 years |
Greenhouses And Other Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Greenhouses And Other Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Greenhouse Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Greenhouse Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 12 years |
Property Plant And Equipment _2
Property Plant And Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ (81,433) | $ (80,206) |
Property, plant and equipment, net | 61,687 | 63,158 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,204 | 3,204 |
Leaseholds and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,820 | 3,820 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 72,853 | 72,772 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 61,498 | 61,871 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,745 | $ 1,697 |
Leases - Additional Information
Leases - Additional Information (Detail) | Aug. 07, 2019ft²Rent | Mar. 31, 2020 |
Leases [Line Items] | ||
Operating Lease Weighted Average Discount Rate | 5.87% | |
Lake Mary Florida [Member] | ||
Leases [Line Items] | ||
Area of land | ft² | 8,341 | |
Operating Lease Commencement Date | Jan. 1, 2020 | |
Operating Lease Term Of Contract | 88 months | |
Operating Lease Option to Extend Description | option to extend for five years | |
Operating Lease Renewal Term | 5 years | |
Base Rent, Annual Multiplying factor | Rent | 1.025 | |
Operating Lease Weighted Average Discount Rate | 4.98% |
Leases - Summary Of Lease Relat
Leases - Summary Of Lease Related Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 608 | $ 611 |
Amortization of right-of-use assets | 21 | 20 |
Interest on lease liabilities | 1 | 3 |
Total finance lease expense | $ 22 | $ 23 |
Leases - Summary Of Lease Rel_2
Leases - Summary Of Lease Related Expenses (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Short-term lease costs | $ 200 | $ 311 |
Leases - Schedule Includes Othe
Leases - Schedule Includes Other Information About Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 271 | $ 254 |
Operating cash flows from finance leases | 1 | 3 |
Financing cash flows from finance leases | $ 21 | $ 18 |
Weighted Average Remaining Lease Term [Abstract] | ||
Operating leases | 3 years 10 months 24 days | |
Finance leases | 1 year 7 months 6 days | |
Weighted Average Discount Rate [Abstract] | ||
Operating leases | 5.87% | |
Finance leases | 6.25% |
Leases - Summary of maturities
Leases - Summary of maturities of lease matirities (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
Operating Leases [Member] | |
Remainder of 2020 | $ 987 |
2021 | 1,355 |
2022 | 1,140 |
2023 | 920 |
2024 | 562 |
Thereafter | 800 |
Undiscounted lease cash flow commitments | 5,764 |
Reconciling impact from discounting | (808) |
Lease liabilities on consolidated statement of financial position as of March 31, 2020 | 4,956 |
Finance Leases [Member] | |
Remainder of 2020 | 44 |
2021 | 30 |
2022 | 10 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Undiscounted lease cash flow commitments | 84 |
Reconciling impact from discounting | (4) |
Lease liabilities on consolidated statement of financial position as of March 31, 2020 | $ 80 |
Investment in Joint Ventures -
Investment in Joint Ventures - Additional Information (Detail) $ in Thousands, $ in Thousands | Feb. 27, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020CAD ($) | Mar. 31, 2019USD ($)shares | Mar. 02, 2020USD ($) | Mar. 02, 2020CAD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019CAD ($) | Dec. 31, 2018USD ($) | Jun. 06, 2017 |
Investment in joint ventures | $ 55,607 | $ 41,334 | ||||||||
Receivable from Joint Venture | 10,946 | 10,865 | ||||||||
Pure Sunfarms [Member] | ||||||||||
Equity ownership percentage | 58.70% | |||||||||
Shares acquired accounted under equity method | shares | 25,000,000 | |||||||||
Fair value of assets of disposal groups | $ 18,700 | $ 25,000 | ||||||||
Gain on disposal of assets | 13,600 | |||||||||
Investment in joint ventures | 55,607 | $ 41,334 | $ 6,341 | |||||||
Additional equity transferred percent | 2.50% | 2.50% | ||||||||
Depreciation Expense | 449 | $ 458 | ||||||||
Loans receivable, related parties | 9,959 | |||||||||
Gain recognized on settlement of net liabilities | $ 4,348 | $ 6,044 | ||||||||
Additional Equity Interest Received Fair value | $ 4,700 | $ 6,500 | ||||||||
Village Fields Hemp USA LLC [Member] | ||||||||||
Note receivable to joint ventures | $ 15,000 | |||||||||
VF Hemp [Member] | ||||||||||
Receivable from Joint Venture | $ 10,946 | |||||||||
VF Hemp [Member] | Village Farms International [Member] | ||||||||||
Equity ownership percentage | 65.00% | |||||||||
VF Hemp [Member] | Nature Crisp [Member] | ||||||||||
Equity ownership percentage | 35.00% | |||||||||
Delta Two Options Agreements [Member] | ||||||||||
Temporary Equity Interest In Subsidiary Earnings | 57.40% | 57.40% | 57.60% |
Investment in Joint Ventures _2
Investment in Joint Ventures - Summary of Earnings (losses) from Unconsolidated Entities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings (losses) from unconsolidated entities | $ 3,229 | $ 2,611 |
Pure Sunfarms [Member] | ||
Earnings (losses) from unconsolidated entities | 3,531 | 2,641 |
Village Fields Hemp USA LLC [Member] | ||
Earnings (losses) from unconsolidated entities | $ (302) | $ (30) |
Investment in Joint Ventures _3
Investment in Joint Ventures - Summary of company share of the joint venture (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Beginning Balance | $ 41,334 | |
Ending Balance | 55,607 | $ 41,334 |
Pure Sunfarms [Member] | ||
Beginning Balance | 41,334 | 6,341 |
Investments in joint venture | 10,742 | 18,717 |
Share of net income (loss) | 3,531 | 16,276 |
Ending Balance | 55,607 | 41,334 |
Village Fields Hemp USA LLC [Member] | ||
Investments in joint venture | 7 | |
Share of net income (loss) | (302) | (2,464) |
Losses applied against joint venture note receivable | $ 302 | $ 2,457 |
Investment in Joint Ventures _4
Investment in Joint Ventures - Summary of summarized financial information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Village Fields Hemp USA LLC [Member] | |||
Current assets | |||
Inventory | $ 9,268 | $ 9,308 | |
Other current assets | 163 | 546 | |
Non-current assets | 1,406 | 1,476 | |
Current liabilities | |||
Current liabilities | (1,386) | (1,788) | |
Non-current liabilities | (13,697) | (13,323) | |
Net assets | (4,246) | (3,781) | |
Reconciliation of net assets: | |||
Accumulated retained earnings | (3,791) | (3,791) | |
Contributions from joint venture partners | 10 | 10 | |
Currency translation adjustment | (4,206) | ||
Net assets | (4,246) | (3,781) | |
Net income | (465) | ||
Pure Sunfarms [Member] | |||
Current assets | |||
Cash and cash equivalents | 608 | 7,356 | |
Trade receivables | 12,809 | 8,687 | |
Inventory | 29,970 | 21,745 | |
Other current assets | 5,933 | 6,964 | |
Non-current assets | 105,921 | 108,652 | |
Current liabilities | |||
Borrowings due to joint ventures | (10,311) | (26,413) | |
Trade payables | (12,288) | (4,938) | |
Other current liabilities | (11,360) | (5,021) | |
Income taxes payable | (8,843) | (8,489) | |
Borrowings - current | (1,341) | (1,423) | |
Borrowings – long term | (11,642) | (13,089) | |
Deferred tax liability | (3,372) | (2,473) | |
Net assets | 96,084 | 91,558 | |
Reconciliation of net assets: | |||
Accumulated retained earnings | 32,844 | 26,679 | |
Contributions from joint venture partners | 70,088 | 63,481 | |
Currency translation adjustment | (6,848) | 1,398 | |
Net assets | 96,084 | $ 91,558 | |
Revenue | 13,137 | $ 10,801 | |
Cost of sales | (6,258) | (3,818) | |
Gross margin | 6,879 | 6,983 | |
Selling, general and administrative expenses | (2,434) | (999) | |
Income from operations | 4,445 | 5,984 | |
Interest expense | (217) | (1) | |
Foreign exchange (loss) gain | (179) | 39 | |
Other income, net | 4,332 | 10 | |
Income before taxes | 8,381 | 6,032 | |
Provision for income taxes | (2,216) | (1,629) | |
Net income | $ 6,165 | $ 4,403 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands, $ in Thousands | May 01, 2020 | Oct. 31, 2017CAD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020CAD ($) |
Disclosure Of Borrowings [Line Items] | |||||
Long term debt outstanding | $ 33,650 | ||||
Debt payment terms | Each advance is to be repaid on a five-year, straight-line amortization of principal, repaid in monthly installments of principal plus interest at an interest rate of CA$ prime rate plus 200 basis points | ||||
Line of credit outstanding | $ 88 | $ 106 | |||
Amounts drawn on facility | $ 250 | ||||
Weighted average interest rate | 6.10% | 6.20% | 6.10% | ||
Prime Rate [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Basis on variable rate | CA$ prime rate plus 200 basis points | ||||
Accounts Payable And Accrued Liabilities [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Accrued interest payable | $ 161 | $ 162 | |||
Revolving Operating Loan [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Maximum borrowing capacity | $ 13,000 | ||||
Line of credit outstanding | 150 | 38 | |||
Amounts drawn on facility | 4,000 | 2,000 | |||
Securities pledged as collateral | 25,148 | $ 24,915 | |||
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Long term debt outstanding | $ 30,428 | ||||
Debt payment terms | The outstanding balance was repayable by way of monthly installments of principal and interest | ||||
Debt term | 5 years | ||||
Debt interest rate | 6.241% | 6.391% | 6.241% | ||
Securities pledged as collateral | $ 165,442 | $ 155,548 | |||
Debt Instrument Amortization Period | 9 years and 9 months | ||||
Non-Revolving Fixed Rate Loan 2023 [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Debt interest rate | 4.98% | 4.98% | |||
Maximum borrowing capacity | $ 3,000 | ||||
Line of credit outstanding | $ 915 | $ 1,066 | |||
Uncommitted Non-Revolving Credit Facility 2023 [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Maximum borrowing capacity | 700 | ||||
Uncommitted Non-Revolving Credit Facility 2023 [Member] | Letters Of Guarantee [Member] | |||||
Disclosure Of Borrowings [Line Items] | |||||
Debt term | 365 days | ||||
Maximum borrowing capacity | $ 300 |
Debt - Summary of Aggregate Ann
Debt - Summary of Aggregate Annual Maturities of Long-Term Debt (Detail) $ in Thousands | Mar. 31, 2020USD ($) |
2020 | $ 2,761 |
2021 | 30,362 |
2022 | 361 |
2023 | 166 |
Long-term debt | $ 33,650 |
Related Party Transactions An_2
Related Party Transactions And Balances - Additional Information (Detail) shares in Thousands, $ in Thousands, $ in Thousands | Mar. 02, 2020CAD ($) | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | Feb. 13, 2019CAD ($) | Jul. 05, 2018USD ($) | Jul. 05, 2018CAD ($) |
Related Party Transaction [Line Items] | ||||||||
Salary and benefits to employee | $ 28 | $ 28 | ||||||
Grid Loan Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loans receivable, related parties | $ 10,946 | $ 10,865 | ||||||
Pure Sunfarms [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares Cancelled | shares | 5,940 | |||||||
Reimbursement of expenses | $ 199 | 4,610 | ||||||
Loan interest rate percentage | 5.20% | |||||||
Loans receivable, related parties | $ 10,039 | $ 9,959 | $ 13,000 | |||||
Refund of equity contribution | $ 5,940 | |||||||
Pure Sunfarms [Member] | Equity Contribution [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loans receivable, related parties | $ 4,494 | $ 5,940 | ||||||
V F Hemp [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt securities maturity date | Mar. 25, 2022 | |||||||
Loan interest rate percentage | 8.00% | |||||||
Bank Of Montreal And Farm Credit Canada [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit facility maximum borrowing capacity | $ 20,000 | |||||||
Line of credit facility guarantee amount | $ 10,000 |
Related Party Transactions An_3
Related Party Transactions And Balances - Schedule Of Related Party Transactions (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due from Joint Ventures | $ 21,184 | $ 26,283 |
Pure Sunfarms [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Joint Ventures | 10,238 | 15,418 |
VF Hemp [Member] | ||
Related Party Transaction [Line Items] | ||
Due from Joint Ventures | $ 10,946 | $ 10,865 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Estimated Average Annual Tax Rate | 24.00% | 16.00% |
Recovery of (provision for) income taxes | $ 1,012 | $ (4,436) |
Segment and Geographic Inform_3
Segment and Geographic Information - Summary of net sales by the countries and property, plant and equipment, net of accumulated depreciation (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenues [Abstract] | |||
Revenues | $ 32,112 | $ 31,890 | |
Interest Expense [Abstract] | |||
Interest expense | 537 | 694 | |
Investment Income, Net [Abstract] | |||
Interest income | 383 | 136 | |
Depreciation [Abstract] | |||
Depreciation | 1,530 | 1,667 | |
Gross Profit [Abstract] | |||
Gross Profit | 765 | 675 | |
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, net | 61,687 | $ 63,158 | |
Assets [Abstract] | |||
Assets | 193,598 | 183,408 | |
Corporate [Member] | |||
Investment Income, Net [Abstract] | |||
Interest income | 383 | 136 | |
United States [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, net | 40,373 | 41,656 | |
Assets [Abstract] | |||
Assets | 88,275 | 88,395 | |
United States [Member] | Produce Business [Member] | |||
Revenues [Abstract] | |||
Revenues | 29,315 | 28,199 | |
Interest Expense [Abstract] | |||
Interest expense | 7 | 33 | |
Depreciation [Abstract] | |||
Depreciation | 1,046 | 1,020 | |
Gross Profit [Abstract] | |||
Gross Profit | 1,317 | 705 | |
Canada [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, net | 18,966 | 18,759 | |
Assets [Abstract] | |||
Assets | 102,781 | 92,067 | |
Canada [Member] | Produce Business [Member] | |||
Revenues [Abstract] | |||
Revenues | 2,647 | 3,379 | |
Interest Expense [Abstract] | |||
Interest expense | 515 | 643 | |
Depreciation [Abstract] | |||
Depreciation | 301 | 419 | |
Gross Profit [Abstract] | |||
Gross Profit | (374) | 60 | |
Canada [Member] | Energy Business [Member] | |||
Interest Expense [Abstract] | |||
Interest expense | 15 | 18 | |
Depreciation [Abstract] | |||
Depreciation | 183 | 228 | |
Gross Profit [Abstract] | |||
Gross Profit | (178) | (90) | |
Energy - Canada [Member] | |||
Property, Plant and Equipment [Abstract] | |||
Property, plant and equipment, net | 2,348 | 2,743 | |
Assets [Abstract] | |||
Assets | 2,542 | $ 2,946 | |
Energy - Canada [Member] | Energy Business [Member] | |||
Revenues [Abstract] | |||
Revenues | $ 150 | $ 312 |
Income Per Share - Basic And Di
Income Per Share - Basic And Diluted Net Income Per Ordinary Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income | $ 4,190 | $ 6,466 |
Denominator: | ||
Weighted average number of common shares - basic | 52,933 | 47,677 |
Effect of dilutive securities- share-based employee options and awards | 1,242 | 1,829 |
Weighted average number of common shares - diluted | 54,175 | 49,506 |
Antidilutive options and awards | 510 | 0 |
Net income per ordinary share: | ||
Basic income per share | $ 0.08 | $ 0.14 |
Diluted income per share | $ 0.08 | $ 0.13 |
Share Based Compensation Plan -
Share Based Compensation Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expense | $ 529 | $ 1,296 |
Share Based Compensation Plan_2
Share Based Compensation Plan - Summary Of Stock Option (Detail) - Stock Option [Member] | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Beginning balance | shares | 2,452,666 | |||
Number of Options, Granted | shares | 0 | |||
Number of Options, Excercised | shares | 0 | |||
Number of Options, Forfeited/expired | shares | (25,000) | |||
Number of Options, Ending balance | shares | 2,427,666 | 2,452,666 | ||
Number of Options, Excercisable | shares | 1,890,670 | 1,890,670 | ||
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 5.12 | |||
Weighted Average Exercise Price, Granted | $ / shares | 0 | |||
Weighted Average Exercise Price, Exercised | $ / shares | 0 | |||
Weighted Average Exercise Price, Forfeited | $ / shares | 2.67 | |||
Weighted Average Exercise Price, Ending balance | $ / shares | $ 5.15 | $ 5.12 | ||
Weighted Average Exercise Price, Excercisable | $ / shares | $ 3.29 | |||
Weighted Average Remaining Contractual Term (years), Beginning balance | 5 years 4 months 2 days | 5 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term (years), Granted | 0 years | |||
Weighted Average Remaining Contractual Term (years), Exercised | 0 years | |||
Weighted Average Remaining Contractual Term (years), Ending balance | 5 years 4 months 2 days | 5 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 5 months 12 days | |||
Aggregate Intrinsic Value, Ending balance | $ | $ 4,215 | $ 4,215 | $ 11,435 | |
Aggregate Intrinsic Value, Excercisable | $ | $ 4,132 |
Share Based Compensation Plan_3
Share Based Compensation Plan - Summary of Performance base restricted share unit activity (Detail) - Performance-Based Restricted Share Unit [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Performance-based Restricted Share Units, Beginning balance | shares | 739,000 |
Number of Performance-based Restricted Share Units, Granted | shares | 10,000 |
Number of Performance-based Restricted Share Units, Received | shares | |
Number of Performance-based Restricted Share Units, Forfeited/expired | shares | (54,000) |
Number of Performance-based Restricted Share Units, Ending balance | shares | 695,000 |
Number of Performance-based Restricted Share Units, Exercisable | shares | 40,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 6.58 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 7.16 |
Weighted Average Grant Date Fair Value, Received | $ / shares | |
Weighted Average Grant Date Fair Value, Forfeited/expired | $ / shares | 8.09 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | 7.16 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares | $ 11.44 |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) - CAD ($) $ in Millions | May 01, 2020 | Mar. 31, 2020 | Apr. 30, 2020 | Jun. 06, 2017 |
Subsequent Event [Line Items] | ||||
Line Of Credit Facility Additional Borrowing Capacity | $ 22.5 | |||
Debt payment terms | Each advance is to be repaid on a five-year, straight-line amortization of principal, repaid in monthly installments of principal plus interest at an interest rate of CA$ prime rate plus 200 basis points | |||
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt payment terms | The outstanding balance was repayable by way of monthly installments of principal and interest | |||
Debt Instrument Amortization Period | 9 years and 9 months | |||
Debt term | 5 years | |||
Pure Sunfarms [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity Ownership Percentage | 58.70% | |||
Subsequent Event [Member] | Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Maturity Date | Apr. 1, 2025 | |||
Debt payment terms | The renewed loan is repayable by way of monthly installments of principal and interest based on an amortization period of 9 years and 9 months, with the balance and any accrued interest to be paid in full April 1, 2025. | |||
Debt Instrument Amortization Period | 9 years and 9 months | |||
Debt term | 5 years | |||
Basis spread on variable rate | 4.574% | |||
Subsequent Event [Member] | Pure Sunfarms [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit Facility | 59 | |||
Capital Commitments | $ 8 | |||
Subsequent Event [Member] | Pure Sunfarms [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity Ownership Percentage | 58.70% | |||
Subsequent Event [Member] | Pure Sunfarms [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity Ownership Percentage | 57.40% |