Investment in Joint Ventures | 7 INVESTMENT IN JOINT VENTURES Summarized Equity Earnings (Losses) from Unconsolidated Entities Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Pure Sunfarms $ 463 $ 8,105 $ 3,994 $ 10,747 VF Hemp (113 ) (104 ) (415 ) (133 ) AVGG Hemp — (16 ) — (21 ) Total $ 350 $ 7,985 $ 3,579 $ 10,593 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, the Company shares joint control of the Board of Directors and therefore is not the primary beneficiary. The Company’s maximum exposure to loss as a result of its involvement with Pure Sunfarms as of June 30, 2020 relates primarily to the Company’s investment of $61,721 and the recovery of the outstanding loan to Pure Sunfarms of $10,661. 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 58.7% and 62.3% of Pure Sunfarms’ earnings for the three months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, the Company received 57.5% and 61.7% of Pure Sunfarms’ earnings, respectively. 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 with Emerald (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 on settlement agreement in the condensed consolidated statement of income (loss) and comprehensive income (loss) for the six months ended June 30, 2020. As of June 30, 2020, and December 31, 2019, the total investment in Pure Sunfarms of $61.7 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 16,393 Share of net income for the period 3,994 Balance, June 30, 2020 $ 61,721 Summarized financial information of Pure Sunfarms: June 30, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 6,472 $ 7,356 Trade receivables 10,934 8,687 Inventory 36,000 21,745 Other current assets 5,950 6,964 Non-current 112,167 108,652 Current liabilities Trade payables (10,291 ) (4,938 ) Borrowings due to joint ventures (10,703 ) (26,413 ) Income taxes payable — (8,489 ) Borrowings – current (1,798 ) (1,423 ) Other current liabilities (8,765 ) (5,021 ) Non-current Borrowings – long term (20,431 ) (13,089 ) Deferred tax liabilities (13,068 ) (2,473 ) Net assets $ 106,467 $ 91,558 Reconciliation of net assets: Accumulated retained earnings $ 33,635 $ 26,679 Contributions from joint venture partners 75,738 63,481 Currency translation adjustment (2,906 ) 1,398 Net assets $ 106,467 91,558 Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Revenue $ 9,386 $ 24,244 $ 22,523 $ 35,045 Cost of sales* (6,266 ) (3,956 ) (12,524 ) (7,774 ) Gross Margin 3,120 20,288 9,999 27,271 Selling, general and administrative expenses (1,850 ) (1,786 ) (4,284 ) (2,785 ) Income from operations 1,270 18,502 5,715 24,486 Interest expense (131 ) (293 ) (348 ) (293 ) Foreign exchange (loss) gain 28 (25 ) (151 ) 14 Other income, net** 1 4 4,333 13 Income before taxes 1,168 18,188 9,549 24,220 Provision for income taxes (379 ) (5,169 ) (2,595 ) (6,798 ) Net Income $ 789 $ 13,019 $ 6,954 $ 17,422 * Included in cost of sales for the three months ended June 30, 2020 and 2019 is $563 and $387, and six months ended June 30, 2020 and 2019 is $1,012 and $845 respectively, of depreciation expense. ** Includes gain recognized on settlement of net liabilities of $4,348. Village Fields Hemp USA LLC On February 27, 2019, the Company entered into a joint venture w i 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 $10,841 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 (415 ) Losses applied against joint venture note receivable 415 Balance, June 30, 2020 $ — Summarized financial information of VF Hemp: June 30, 2020 December 31, 2019 Current assets Inventory $ 9,268 $ 9,308 Other current assets 314 546 Non-current 1,336 1,476 Current liabilities (1,642 ) (1,788 ) Non-current (13,697 ) (13,323 ) Net assets $ (4,421 ) $ (3,781 ) Reconciliation of net assets: Accumulated retained earnings $ (3,791 ) $ (3,791 ) Net loss for the six months ended June 30, 2020 (640 ) — Contributions from joint venture partners 10 10 Net assets $ (4,421 ) $ (3,781 ) |