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 ) |