Pure Sunfarms Acquisitions | 6 which was repaid in full on February 8, 2021 (note 20). The acquisition is a business combination and has been accounted for in accordance with the measurement and recognition provisions of ASC Topic 805, Business Combinations The Company used information available to make fair value determinations and engaged independent valuation specialists to assist in the fair value determination of acquired intangible assets. The estimated fair value of licenses was determined using a multi-period excess earnings method. This earnings-based method considers the net present value of the licenses’ cash flows discounted at an asset specific discount rate. The net present value attributable to the licenses deducts the contributory asset charges used in connection with the licenses. The estimated fair value of the brand was determined using the relief-from-royalty method. This method assumes that the brand has value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenues for the related brand, the appropriate royalty rate, and an asset specific discount rate. This measure of fair value requires considerable judgment about the value a market participant would be willing to pay to achieve the benefits associated with the brand. Acquired property, plant and equipment and software was valued using the replacement cost method, which requires the Company to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. The initial accounting for the business combination was considered complete for the year ended December 31, 2020. The following table shows the allocation of the purchase price to assets acquired and liabilities assumed, based on estimates of fair value, including a summary of the identifiable classes of consideration transferred, and amounts by category of assets acquired and liabilities assumed at the acquisition date: Consideration paid Shares Share Price Amount Cash $ 45,259 Promissory note 15,011 Shareholder loan 4,529 Promissory note owed to PSF from Emerald 439 Due to related party 61 Fair value of previously held investment shares held by Village Farms 52,569,197 $ 1.767 92,881 Total fair value of consideration $ 158,180 November 2, 2020 ASSETS Cash and cash equivalents $ 10,860 Trade receivables, net 10,553 Inventories 32,393 Prepaid expenses and deposits 3,572 Property, plant and equipment 122,831 Goodwill 23,095 Intangibles 16,670 Total assets 219,974 LIABILITIES Trade payables $ 3,849 Accrued liabilities 13,062 Income taxes payable 2,173 Current maturities of long-term debt 2,306 Deferred revenue 77 Long-term debt 23,903 Deferred tax liabilities 16,424 Total liabilities 61,794 Net assets acquired 158,180 Pro Forma Financial Information (unaudited) The following unaudited pro forma financial information presents consolidated results assuming the Pure Sunfarms Acquisition occurred on January 1, 2019. December 31, 2020 December 31, 2019 Sales $ 214,181 $ 206,909 Net income (loss) (1) $ (1,817 ) $ 31,475 (1) The net income figures above include the impact of the $23.6 million gain on acquisition and the impact of the fair value adjustments to inventory through cost of sales, as well as the elimination of historical equity earnings related to Pure Sunfarms. Prior to its acquisition on November 2, 2020, the Company accounted for its investment in Pure Sunfarms, in accordance with ASC 323 – Equity Method and Joint Ventures During the period ending November 1, 2020, the Company was 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. Under the hypothetical liquidation method, the Company received 58.7% and 54.0% of Pure Sunfarms’ earnings for the period ending November 1, 2020 and the year ending December 31, 2019, 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 transaction, and it was estimated that the fair value of the land, building and other assets was $18.7 million (C$25.0 million) at the date of contribution. The Company recognized a gain of $13.6 million on the contribution of the fixed assets. 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 $4.7 million (C$6.5 million). The Company recorded this amount as a gain on settlement agreement in the Condensed Consolidated Interim Statement of Income (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2020. In addition, Village Farms made additional equity contributions to Pure Sunfarms of C$16.0 (US$11.7) million in 2020, further increasing its majority ownership of Pure Sunfarms to 58.7% from 57.4%. 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 year 4,980 Balance, November 1, 2020 $ 62,707 Summarized financial information of Pure Sunfarms: November 1, 2020 December 31, 2019 Current assets Cash and cash equivalents $ 10,804 $ 7,356 Trade receivables 10,499 8,687 Inventory 33,330 21,745 Other current assets 4,234 6,964 Non-current assets 119,415 108,652 Current liabilities Trade payables (3,829 ) (4,938 ) Borrowings due to joint ventures (10,912 ) (26,413 ) Income taxes payable — (8,489 ) Borrowings - current (2,294 ) (1,423 ) Other current liabilities (15,381 ) (5,021 ) Non-current liabilities Borrowings – long term (23,780 ) (13,089 ) Deferred tax liability (11,391 ) (2,473 ) Net assets $ 110,695 $ 91,558 Reconciliation of net assets: Accumulated retained earnings $ 35,310 $ 26,679 Contributions from joint venture partners 75,738 63,481 Currency translation adjustment (353 ) 1,398 Net assets $ 110,695 $ 91,558 November 1, 2020 December 31, 2019 December 31, 2018 Revenue $ 44,097 $ 62,341 $ 3,691 Cost of sales* (27,038 ) (15,067 ) (1,154 ) Gross margin 17,059 47,274 2,537 Selling, general and administrative expenses (8,717 ) (7,882 ) (2,584 ) Income (loss) from operations 8,342 39,392 (47 ) Interest expense (947 ) (884 ) (72 ) Foreign exchange gain (loss) (209 ) (9 ) (176 ) Write down of fixed assets — (144 ) — Other income, net** 4,223 26 18 Income (loss) before taxes 11,409 38,381 (277 ) Provision for income taxes (2,778 ) (10,967 ) 55 Net income (loss) $ 8,631 $ 27,414 $ (222 ) *Included in cost of sales for the period ended November 1, 2020 and years ended December 31, 2019 and 2018 is $3,120, $2,671 and $796 of depreciation expense. **The period ended November 1, 2020 includes a gain recognized on the settlement of net liabilities. |