Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | 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 Incorporation State Country Code | Z4 | |
Entity Tax Identification Number | 98-1007671 | |
Entity Address, State or Province | BC | |
Entity Address, Address Line One | 4700-80th Street | |
Entity Address, City or Town | Delta | |
Entity Address, Postal Zip Code | V4K 3N3 | |
City Area Code | 604 | |
Local Phone Number | 940-6012 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 88,561,929 |
Condensed Consolidated Interim
Condensed Consolidated Interim Statements of Financial Position - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 34,623 | $ 53,417 |
Restricted cash | 6,810 | 5,250 |
Trade receivables | 35,857 | 34,360 |
Inventories | 79,611 | 68,677 |
Note receivable - joint venture | 3,207 | |
Other receivables | 582 | 616 |
Income tax receivable | 3,631 | 2,430 |
Prepaid expenses and deposits | 10,662 | 10,209 |
Total current assets | 174,983 | 174,959 |
Non-current assets | ||
Property, plant and equipment | 220,616 | 215,704 |
Note receivable - joint venture | 3,256 | |
Investment in minority interests | 2,109 | 2,109 |
Goodwill | 119,597 | 117,533 |
Intangibles | 26,512 | 26,394 |
Deferred tax asset | 18,682 | 16,766 |
Right-of-use assets | 7,195 | 7,609 |
Other assets | 6,088 | 2,581 |
Total assets | 575,782 | 566,911 |
Current liabilities | ||
Line of credit | 9,880 | 7,760 |
Trade payables | 23,998 | 22,597 |
Current maturities of long-term debt | 10,585 | 11,416 |
Accrued sales taxes | 9,235 | 3,899 |
Accrued loyalty program | 1,728 | 2,098 |
Accrued liabilities | 15,659 | 14,168 |
Lease liabilities - current | 872 | 962 |
Other current liabilities | 1,549 | 1,413 |
Total current liabilities | 73,506 | 64,313 |
Non-current liabilities | ||
Long-term debt | 49,749 | 50,419 |
Deferred tax liability | 21,257 | 18,657 |
Lease liabilities - non-current | 6,366 | 6,711 |
Other liabilities | 2,076 | 1,973 |
Total liabilities | 152,954 | 142,073 |
Commitments and contingencies | ||
MEZZANINE EQUITY | ||
Redeemable non-controlling interest | 16,271 | 16,433 |
SHAREHOLDERS’ EQUITY | ||
Common stock, no par value per share - unlimited shares authorized; 88,561,929 shares issued and outstanding at March 31, 2022 and 88,233,929 shares issued and outstanding at December 31, 2021. | 365,737 | 365,561 |
Additional paid in capital | 10,333 | 9,369 |
Accumulated other comprehensive income | 10,225 | 6,696 |
Retained earnings | 20,262 | 26,779 |
Total shareholders’ equity | 406,557 | 408,405 |
Total liabilities, mezzanine equity and shareholders’ equity | $ 575,782 | $ 566,911 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Statements of Financial Position (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Assets [Abstract] | ||
Common stock, no par value | ||
Common Stock, Shares, Issued | 88,561,929 | 88,233,929 |
Common Stock, Shares, Outstanding | 88,561,929 | 88,233,929 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Sales | $ 70,156 | $ 52,396 |
Cost of sales | (60,252) | (50,089) |
Gross margin | 9,904 | 2,307 |
Selling, general and administrative expenses | (16,971) | (8,092) |
Share-based compensation | (964) | (1,998) |
Interest expense | (683) | (741) |
Interest income | 110 | 3 |
Foreign exchange gain (loss) | 319 | (504) |
Other expense | (8) | (69) |
Loss before taxes and loss from equity method investments | (8,293) | (9,094) |
Recovery of income taxes | 1,666 | 1,839 |
Loss from equity method investments | (52) | (127) |
Loss including non-controlling interests | (6,679) | (7,382) |
Less: net loss attributable to non-controlling interests, net of tax | 162 | |
Net loss attributable to Village Farms International, Inc. | $ (6,517) | $ (7,382) |
Basic loss per share attributable to Village Farms International, Inc. shareholders | $ (0.07) | $ (0.10) |
Diluted loss per share attributable to Village Farms International, Inc. shareholder | $ (0.07) | $ (0.10) |
Weighted average number of common shares used in the computation of net loss per share (in thousands): | ||
Basic | 88,376 | 76,002 |
Diluted | 88,376 | 76,002 |
Loss including non-controlling interests | $ (6,679) | $ (7,382) |
Less: net loss attributable to non-controlling interests, net of tax | 162 | |
Net loss attributable to Village Farms International, Inc. | (6,517) | (7,382) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 461 | 1,711 |
Comprehensive loss attributable to Village Farms International, Inc. shareholders | $ (6,056) | $ (5,671) |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] | Mezzanine Equity [Member] |
Beginning Balance at Dec. 31, 2020 | $ 205,283 | $ 145,668 | $ 17,502 | $ 6,255 | $ 35,858 | |
Beginning Balance (in shares) at Dec. 31, 2020 | 66,912 | |||||
Shares issued in public offering, net of issuance costs | 127,489 | $ 127,489 | ||||
Shares issued in pubic offering, net of issuance costs (in shares) | 10,887 | |||||
Shares issued on exercise of warrant | 17,663 | $ 27,743 | (10,080) | |||
Shares issued on exercise of warrants (in shares) | 3,045 | |||||
Shares issued on exercise of stock options | 125 | $ 192 | (67) | |||
Shares issued on exercise of stock options (in shares) | 104 | |||||
Share-based compensation | 1,998 | 1,998 | ||||
Share-based compensation (in shares) | 243 | |||||
Cumulative translation adjustment | 1,711 | 1,711 | ||||
Net loss | (7,382) | (7,382) | ||||
Ending Balance at Mar. 31, 2021 | 346,887 | $ 301,092 | 9,353 | 7,966 | 28,476 | |
Ending Balance (in shares) at Mar. 31, 2021 | 81,191 | |||||
Beginning Balance at Dec. 31, 2021 | 408,405 | $ 365,561 | 9,369 | 6,696 | 26,779 | $ 16,433 |
Beginning Balance (in shares) at Dec. 31, 2021 | 88,234,000 | |||||
Shares issued on exercise of stock options | 176 | $ 176 | ||||
Shares issued on exercise of stock options (in shares) | 328,000 | |||||
Share-based compensation | 964 | 964 | ||||
Cumulative translation adjustment | 3,529 | 3,529 | ||||
Net loss | (6,517) | (6,517) | (162) | |||
Ending Balance at Mar. 31, 2022 | $ 406,557 | $ 365,737 | $ 10,333 | $ 10,225 | $ 20,262 | $ 16,271 |
Ending Balance (in shares) at Mar. 31, 2022 | 88,562,000 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows used in operating activities: | ||
Net loss | $ (6,517) | $ (7,382) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,128 | 3,225 |
Amortization of deferred charges | 66 | 78 |
Share of loss from joint ventures | 52 | 127 |
Interest expense | 683 | 741 |
Interest income | (110) | (3) |
Interest paid on long-term debt | (747) | (851) |
Unrealized foreign exchange gain/loss | 113 | |
Non-cash lease expense | (116) | (128) |
Share-based compensation | 964 | 1,998 |
Deferred income taxes | (2,062) | (2,538) |
Changes in non-cash working capital items | (5,091) | (9,703) |
Net cash used in operating activities | (9,637) | (14,436) |
Cash flows used in investing activities: | ||
Purchases of property, plant and equipment | (5,263) | (4,706) |
Note receivable | (3,442) | |
Advances to joint ventures | (5) | |
Investment in minority interests | (500) | |
Net cash used in investing activities | (8,705) | (5,211) |
Cash flows provided by financing activities: | ||
Proceeds from borrowings | 2,120 | 4,176 |
Repayments on borrowings | (983) | (4,223) |
Proceeds from issuance of common stock and warrants | 135,000 | |
Issuance costs | (7,511) | |
Proceeds from exercise of stock options | 176 | 125 |
Proceeds from exercise of warrants | 17,663 | |
Payments on capital lease obligations | (301) | (155) |
Payment of note payable related to acquisition | (15,498) | |
Net cash provided by financing activities | 1,012 | 129,577 |
Effect of exchange rate changes on cash and cash equivalents | 96 | 178 |
Net (decrease) increase in cash and cash equivalents | (17,234) | 110,108 |
Cash and cash equivalents, beginning of period | 58,667 | 25,679 |
Cash and cash equivalents, end of period | $ 41,433 | $ 135,787 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1 Village Farms International, Inc. (“VFF”) and together with its subsidiaries (the “Company”, “we”, “us”, or “our”) is incorporated under the Canada Business Corporation Act. VFF’s principal operating subsidiaries as of March 31, 2022 are Village Farms Canada Limited Partnership, Village Farms, L.P., Pure Sunfarms Corp. (“Pure Sunfarms”), and Balanced Health Botanicals, LLC (“Balanced Health”). VFF also owns a 70% interest in Rose LifeScience Inc. (“Rose”). The address of the registered office of VFF is 4700 80th Street, Delta, British Columbia, Canada, V4K 3N3. The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”. Village Farms 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. Its wholly owned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. Through its 70% ownership of Rose, the Company has a substantial presence in the Province of Quebec as a cannabis supplier, producer and commercialization expert. The Company’s wholly owned subsidiary, Balance Health, develops and sells high-quality, cannabidiol (“CBD”) based products including ingestible, edible and topical applications. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2 The accompanying unaudited condensed consolidated interim financial statements for the three months ended March 31, 2022 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The results for the interim periods are not necessarily indicative of the results for the full year. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive loss, cash flows and the change in equity for the periods presented. There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022 that have had a material impact on our condensed consolidated interim financial statements and related notes. The condensed consolidated interim financial statements reflect the accounts of the Company and its majority-owned and controlled subsidiaries. All intercompany accounts and transactions between our consolidated operations have been eliminated. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
New Accounting Pronouncements | 3 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides optional expedients and exceptions for applying GAAP to debt instruments, derivatives, and other contracts that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. This guidance is optional and may be elected through December 31, 2022 using a prospective application on all eligible contract modifications. The Company has a line of credit that incorporates LIBOR as a referenced interest rate. It is difficult to predict what effect, if any, the phase-out of LIBOR and the use of alternative benchmarks may have on the Company’s business or on the overall financial markets. The Company has not adopted any of the optional expedients or exceptions through March 31, 2022 but will continue to evaluate the possible adoption of any such expedients or exceptions. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4 Inventories consisted of the following as of: Classification March 31, 2022 December 31, 2021 Cannabis: Raw materials $ 1,789 $ 2,071 Work-in-progress 8,854 5,056 Finished goods 40,336 32,161 Packaging 7,091 5,877 Produce and Energy: Crop inventory 18,688 19,475 Purchased produce inventory 818 2,485 Spare parts inventory and packaging 2,035 1,552 Inventory $ 79,611 $ 68,677 |
Property Plant And Equipment
Property Plant And Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property Plant And Equipment | 5 Property, plant and equipment consisted of the following: Classification March 31, 2022 December 31, 2021 Land $ 14,262 $ 14,095 Leasehold and land improvements 5,231 5,224 Buildings 186,239 184,444 Machinery and equipment 81,036 79,070 Construction in progress 43,442 39,206 Less: Accumulated depreciation (109,594 ) (106,335 ) Property, plant and equipment, net $ 220,616 $ 215,704 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6 GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents the changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2022: Cannabis - Canada Cannabis - United States Total Balance as of December 31, 2021 $ 57,525 $ 60,008 $ 117,533 Foreign currency translation adjustment 2,064 - 2,064 Balance as of March 31, 2022 $ 59,589 $ 60,008 $ 119,597 Intangible Assets Intangible assets consisted of the following as of: Classification March 31, 2022 December 31, 2021 Licenses $ 13,033 $ 12,835 Brand and trademarks* 13,009 12,951 Computer Software 2,028 2,014 Other* 144 144 Less: Accumulated amortization (1,702 ) (1,550 ) Intangibles, net $ 26,512 $ 26,394 *Indefinite-lived intangible assets. The expected future amortization expense for definite-lived intangible assets as of March 31, 2022 was as follows: Fiscal period Remainder of 2022 $ 861 2023 919 2024 786 2025 692 2026 596 Thereafter 9,505 Intangibles, net $ 13,359 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 7 The Company leases a parcel of land in Marfa, Texas that one of its greenhouses resides on as well as two distribution centers located in Fort Worth, Texas and Surrey, British Columbia. The Company leases production-related equipment at its greenhouses in Texas and British Columbia. The Company also leases an office building located in Lake Mary, Florida for its corporate headquarters, and office and manufacturing space in Denver, Colorado for Balanced Health’s headquarters and operations. Rose owns land and leases a building for its headquarters and operations in Montreal, Quebec. The components of lease related expenses are as follows: Three months ended March 31, 2022 2021 Operating lease expense (a) $ 664 $ 622 (a) Includes short-term lease costs of Cash paid for amounts included in the measurement of lease liabilities: Three months ended March 31, 2022 2021 Operating cash flows from operating leases $ 116 $ 128 Finance cash flows from finance leases $ 301 $ 155 March 31, 2022 Weighted average remaining lease term: Operating leases 6.3 Finance leases 0.3 Weighted average discount rate: Operating leases 8.55 % Finance leases 6.25 % Maturities of lease liabilities are as follows: Operating leases Remainder of 2022 $ 1,560 2023 1,900 2024 1,386 2025 1,145 2026 1,166 Thereafter 3,183 Undiscounted lease cash flow commitments 10,340 Reconciling impact from discounting (3,102 ) Lease liabilities on consolidated statement of financial position as of March 31, 2022 $ 7,238 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 8 Rose Acquisition On November 15, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), with Rose and other parties, including the shareholders of Rose (collectively, the “Rose Sellers”), for the acquisition of a 70% interest in Rose pursuant to the terms of the Purchase Agreement (the “Acquisition”), for a total purchase price (the “Purchase Price”) of C$46.7 million, comprised of a cash purchase price of C$19.9 million and a total of 2,411,280 Common Shares of Village Farms (“Village Farms Shares”), subject to customary purchase price adjustments. The Village Farms Shares issued under the Purchase Agreement are subject to lock-up agreements, and subject to compliance with applicable securities laws, 33% of these shares will be released from lock-up restrictions four (4) months following the Closing Date, another 33% of these shares will be released from lock-up restrictions eight (8) months after the Closing Date and the remaining shares will be released from lock-up restrictions one (1) year after the Closing Date. Under the terms of the Purchase Agreement, the Company filed a prospectus supplement under our existing shelf registration statement on March 15, 2022 to register for resale all of the Village Farms Shares issued to the Rose Sellers on the Closing Date. Put/Call Option Two of the co-founders of Rose (the “Management Shareholders”), who were among the Rose Sellers of Rose in the Acquisition, have remained in their current roles with Rose post-Acquisition and have retained a non-voting 30% interest in Rose (the “Retained Interest”). In conjunction with the Acquisition, Village Farms and the Management Shareholders have entered into a unanimous shareholders agreement (the “USA”) providing Village Farms with a call option to acquire the Retained Interest between December 31, 2024 and March 31, 2025 or upon the occurrence of certain liquidity events with respect to Village Farms (the “Call Option”). As part of the Call Option, Village Farms can also acquire 34% of the Retained Interest between December 31, 2022 and March 31, 2023. A put right has also been granted to the Management Shareholders to require Village Farms to complete the acquisition of the Retained Interest upon their death or disability or the occurrence of certain liquidity events with respect to Village Farms (the “Put Option”, and together with the Call Option, the “Put/Call Option”). The price for the Put/Call Option was set at a multiple solely based on Rose’s adjusted EBITDA performance of the applicable prior calendar year. If exercised upon a liquidity event, the Option Price is subject to a minimum amount which varies depending on the year on which it is exercised. The consideration for the acquisition of the Retained Interest may, at Village Farms’ sole discretion, be payable solely in cash or in a pre-determined combination of cash and Village Farms Shares based on a formula similar to that used for the issuance of the Village Farms Shares comprising part of the Purchase Price. Based upon preliminary estimates, the Company identified goodwill of $34,548 and a redeemable NCI classified as temporary mezzanine equity of $16,479. The goodwill has been allocated to the Canadian Cannabis reporting segment. The Company expects to recognize intangible assets but is still in the process of identifying and valuing them as well as the fair value of the Put Option identified and classified as redeemable non-controlling interest. The Company expects the accounting for the business combination to be complete by June 30, 2022. Consideration paid Shares Share Price Amount Cash $ 15,859 Village Farms common shares issued 2,411,280 $ 9.04 21,798 Working capital adjustment 1,055 Total fair value of consideration $ 38,712 November 15, 2021 ASSETS Cash and cash equivalents $ 1,118 Trade and other receivables, net 1,595 Inventories 3,586 Prepaid expenses and deposits 498 Property, plant and equipment 16,423 Goodwill 34,548 Total assets 57,768 LIABILITIES Trade payables 774 Accrued liabilities 1,803 Total liabilities 2,577 Mezzanine equity 16,479 Total liabilities and mezzanine equity 19,056 Net assets acquired $ 38,712 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments | 9 Altum International Pty Ltd (“Altum”) During the year ended December 31, 2021, the Company exercised its option and purchased additional shares of Altum, bringing the Company’s total investment in Altum to 11.9%. Leli Holland B.V. (“Leli”) In September 2021, the Company entered into an option agreement whereby the Company received the irrevocable right to acquire an 80% ownership interest (the “Option Agreement”) in Netherlands-based Leli Holland B.V. (“Leli”) upon payment of EUR50,000 (the “Option”). The Option Agreement allows the Company to acquire 80% of Leli’s shares for EUR3,950,000, of which EUR950,000 is due and payable to Leli’s shareholders upon the exercise of the Option and the remainder due in three equal installments subject to the achievement of certain project development milestones. The option is exercisable at the sole discretion of the Company for a period of 5 years. On March 18, 2022, the Company loaned EUR 2.6 million (US$2.7 million) to L.L. Lichtendahl Beheer B.V, a private company that holds a 50% interest in Leli. The loan bears interest at a rate of 4% per annum. The outstanding loan and accrued interest are to be repaid within 14 days upon written request by the Company. Village Fields Hemp USA LLC The net assets of VF Hemp were |
Long-Term Debt and Revolving Cr
Long-Term Debt and Revolving Credit Arrangement | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10 March 31, 2022 December 31, 2021 Term Loan - ("FCC Loan") - repayable by monthly principle of payments of $164 and accrued interest at a rate of 3.766%; matures April 1, 2025 $ 26,230 $ 26,723 Term Loan - VFCE: CA$3.0M - non-revolving fixed rate loan with fixed interest rate of 4.98%; matures June 2023 — 491 Term Loan - Pure Sunfarms - CA$19.0M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount, interest rate of 4.2%; matures February, 2024 11,670 11,870 Term loan - Pure Sunfarms - CA$25.0 - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount starting June 30, 2021, interest rate of 4.2%; matures February 2024 17,562 17,806 BDC Facility - Pure Sunfarms - non-revolving demand loan at prime interest plus 3.75%, matures December 31, 2031 4,872 4,946 Unamortized deferred financing fees — — Total $ 60,334 $ 61,836 The Company’s line of credit (excluding Pure Sunfarms) had $2,000 drawn on the facility as of March 31, 2022, while there was no amount drawn as of December 31, 2021. The carrying value of the assets and securities pledged as collateral for the FCC Loan as of March 31, 2022 and December 31, 2021 was $192,344 and $233,187, respectively. The carrying value of the assets pledged as collateral for the Operating Loan as of March 31, 2022 and December 31, 2021 was $33,840 and $34,741, respectively. On March 2, 2022, the Company repaid the outstanding balance on the VFCE Term Loan and related advance balance on term loan. The Pure Sunfarms line of credit had $7,880 and $7,760 outstanding as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, Pure Sunfarms had an outstanding letter of credit issued to BC Hydro against the revolving line of credit of $4,039. The weighted average interest rate on short-term borrowings as of March 31, 2022 and December 31, 2021 was 5.05% and 5.15%, respectively. Accrued interest payable on the credit facilities and loans as of March 31, 2022 and December 31, 2021 was $234 and $304, respectively, and these amounts are included in accrued liabilities in the statements of financial position. The Company is required to comply with financial covenants, measured either quarterly or annually depending on the covenant. As of March 31, 2022 the Company was in compliance with the financial covenants. The aggregate annual maturities of long-term debt for the remainder of 2022 and thereafter are as follows: Remainder of 2022 $ 6,226 2023 7,454 2024 26,446 2025 22,327 2026 700 Thereafter 2,879 Total $ 66,032 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 1 1 The Company’s financial instruments |
Related Party Transactions And
Related Party Transactions And Balances | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction And Balances | 1 2 On February 10, 2022, the Company entered into an AUD 1 million (US$719) convertible promissory note with Altum (the “Note”). Interest will accrue at a rate of 12% per annum, calculated monthly. Unless earlier repaid, or converted into ordinary shares of Altum, the principal and accrued interest of the Note will be due and payable on August 10, 2023. As of March 31, 2022, the balance of the Note including accrued interest was $727. On March 25, 2019, the Company entered into a Grid Loan Agreement (the “Grid Loan”) with VF Hemp. The Grid Loan had an original maturity date of March 25, 2022. The maturity date has been extended to June 30, 2022. As of March 31, 2022 and December 31, 2021, the Grid Loan balance was $3,207 and $3,256, respectively. One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $24 and $37 in salary and benefits during the three months ending March 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 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, 2022 and 2021 was 26% The recovery of income taxes was $1,666 for the three months ended March 31, 2022 compared to $1,839 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 1 4 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. As of March 31, 2022 the Company’s four reportable segments are as follows: Segment Description Produce The Produce segment produces, markets, and sells premium quality tomatoes, bell peppers and cucumbers. Cannabis – Canada The Cannabis-Canada segment produces and supplies cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. Cannabis – United States The Cannabis – United States segment develops and sells high-quality, CBD-based health and wellness products including ingestible, edible and topical applications. Energy The Energy business produces power that it sells per a long-term contract to its one customer. The Company’s primary operations are in the United States and Canada. Segment information is summarized below: Three months ended March 31, 2022 2021 Sales Produce $ 41,349 $ 34,867 Cannabis - Canada 21,769 17,460 Cannabis - United States 7,043 — Energy (5 ) 69 $ 70,156 $ 52,396 Gross margin Produce $ (4,290 ) $ 717 Cannabis - Canada 9,510 2,212 Cannabis - United States 4,712 — Energy (28 ) (622 ) $ 9,904 $ 2,307 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 1 5 Basic and diluted net loss per ordinary share is calculated as follows: Three months ended March 31, 2022 2021 Numerator: Net loss $ (6,517 ) $ (7,382 ) Denominator: Weighted average number of common shares - basic 88,376 76,002 Effect of dilutive securities- share-based employee options and awards — — Weighted average number of common shares - diluted 88,376 76,002 Antidilutive options and awards 3,622 300 Net loss per ordinary share: Basic $ (0.07 ) $ (0.10 ) Diluted $ (0.07 ) $ (0.10 ) |
Shareholders' Equity and Share
Shareholders' Equity and Share Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shareholders' Equity and Share Based Compensation | 1 6 Share-based compensation expense for the three months ended March 31, 2022 and 2021 was $964 and $1,998, respectively. Stock option activity for the three months ended March 31, 2022 was as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2022 3,622,558 $ 7.30 7.89 $ 6,551 Granted 189,500 $ 5.40 9.84 Exercised (170,000 ) $ 1.28 1.26 Fortified (20,000 ) $ 8.31 9.64 Outstanding at March 31, 2022 3,622,058 $ 6.81 7.04 $ 5,309 Exercisable at March 31, 2022 1,967,662 $ Performance-based shares activity for the three months ended March 31, 2022 was as follows: Number of Performance-based Restricted Share Units Weighted Average Grant Date Fair Value Outstanding at January 1, 2022 230,000 $ 6.66 Exercised 158,000 $ 5.90 Outstanding at March 31, 2022 72,000 $ 8.31 Exercisable at March 31, 2022 42,000 $ 8.31 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consisted of the following as of: Classification March 31, 2022 December 31, 2021 Cannabis: Raw materials $ 1,789 $ 2,071 Work-in-progress 8,854 5,056 Finished goods 40,336 32,161 Packaging 7,091 5,877 Produce and Energy: Crop inventory 18,688 19,475 Purchased produce inventory 818 2,485 Spare parts inventory and packaging 2,035 1,552 Inventory $ 79,611 $ 68,677 |
Property Plant And Equipment (T
Property Plant And Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consisted of the following: Classification March 31, 2022 December 31, 2021 Land $ 14,262 $ 14,095 Leasehold and land improvements 5,231 5,224 Buildings 186,239 184,444 Machinery and equipment 81,036 79,070 Construction in progress 43,442 39,206 Less: Accumulated depreciation (109,594 ) (106,335 ) Property, plant and equipment, net $ 220,616 $ 215,704 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill by Reportable Segment | The following table presents the changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2022: Cannabis - Canada Cannabis - United States Total Balance as of December 31, 2021 $ 57,525 $ 60,008 $ 117,533 Foreign currency translation adjustment 2,064 - 2,064 Balance as of March 31, 2022 $ 59,589 $ 60,008 $ 119,597 |
Schedule of Acquired Intangible Assets | Intangible assets consisted of the following as of: Classification March 31, 2022 December 31, 2021 Licenses $ 13,033 $ 12,835 Brand and trademarks* 13,009 12,951 Computer Software 2,028 2,014 Other* 144 144 Less: Accumulated amortization (1,702 ) (1,550 ) Intangibles, net $ 26,512 $ 26,394 *Indefinite-lived intangible assets. |
Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets | The expected future amortization expense for definite-lived intangible assets as of March 31, 2022 was as follows: Fiscal period Remainder of 2022 $ 861 2023 919 2024 786 2025 692 2026 596 Thereafter 9,505 Intangibles, net $ 13,359 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of lease related expenses | The components of lease related expenses are as follows: Three months ended March 31, 2022 2021 Operating lease expense (a) $ 664 $ 622 (a) Includes short-term lease costs of |
Schedule includes other information about leases | Cash paid for amounts included in the measurement of lease liabilities: Three months ended March 31, 2022 2021 Operating cash flows from operating leases $ 116 $ 128 Finance cash flows from finance leases $ 301 $ 155 March 31, 2022 Weighted average remaining lease term: Operating leases 6.3 Finance leases 0.3 Weighted average discount rate: Operating leases 8.55 % Finance leases 6.25 % |
Summary of maturities of lease liabilities | Maturities of lease liabilities are as follows: Operating leases Remainder of 2022 $ 1,560 2023 1,900 2024 1,386 2025 1,145 2026 1,166 Thereafter 3,183 Undiscounted lease cash flow commitments 10,340 Reconciling impact from discounting (3,102 ) Lease liabilities on consolidated statement of financial position as of March 31, 2022 $ 7,238 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Rose Acquisition [Member] | |
Business Acquisitions Purchase Price Allocation To Assets Acquired And Liabilities Assumed | Consideration paid Shares Share Price Amount Cash $ 15,859 Village Farms common shares issued 2,411,280 $ 9.04 21,798 Working capital adjustment 1,055 Total fair value of consideration $ 38,712 November 15, 2021 ASSETS Cash and cash equivalents $ 1,118 Trade and other receivables, net 1,595 Inventories 3,586 Prepaid expenses and deposits 498 Property, plant and equipment 16,423 Goodwill 34,548 Total assets 57,768 LIABILITIES Trade payables 774 Accrued liabilities 1,803 Total liabilities 2,577 Mezzanine equity 16,479 Total liabilities and mezzanine equity 19,056 Net assets acquired $ 38,712 |
Long-Term Debt and Revolving _2
Long-Term Debt and Revolving Credit Arrangement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2022 December 31, 2021 Term Loan - ("FCC Loan") - repayable by monthly principle of payments of $164 and accrued interest at a rate of 3.766%; matures April 1, 2025 $ 26,230 $ 26,723 Term Loan - VFCE: CA$3.0M - non-revolving fixed rate loan with fixed interest rate of 4.98%; matures June 2023 — 491 Term Loan - Pure Sunfarms - CA$19.0M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount, interest rate of 4.2%; matures February, 2024 11,670 11,870 Term loan - Pure Sunfarms - CA$25.0 - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50% of the outstanding principal amount starting June 30, 2021, interest rate of 4.2%; matures February 2024 17,562 17,806 BDC Facility - Pure Sunfarms - non-revolving demand loan at prime interest plus 3.75%, matures December 31, 2031 4,872 4,946 Unamortized deferred financing fees — — Total $ 60,334 $ 61,836 |
Schedule of maturities of long term debt | The aggregate annual maturities of long-term debt for the remainder of 2022 and thereafter are as follows: Remainder of 2022 $ 6,226 2023 7,454 2024 26,446 2025 22,327 2026 700 Thereafter 2,879 Total $ 66,032 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by the Countries and Business | The Company’s primary operations are in the United States and Canada. Segment information is summarized below: Three months ended March 31, 2022 2021 Sales Produce $ 41,349 $ 34,867 Cannabis - Canada 21,769 17,460 Cannabis - United States 7,043 — Energy (5 ) 69 $ 70,156 $ 52,396 Gross margin Produce $ (4,290 ) $ 717 Cannabis - Canada 9,510 2,212 Cannabis - United States 4,712 — Energy (28 ) (622 ) $ 9,904 $ 2,307 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss per Ordinary Share | Basic and diluted net loss per ordinary share is calculated as follows: Three months ended March 31, 2022 2021 Numerator: Net loss $ (6,517 ) $ (7,382 ) Denominator: Weighted average number of common shares - basic 88,376 76,002 Effect of dilutive securities- share-based employee options and awards — — Weighted average number of common shares - diluted 88,376 76,002 Antidilutive options and awards 3,622 300 Net loss per ordinary share: Basic $ (0.07 ) $ (0.10 ) Diluted $ (0.07 ) $ (0.10 ) |
Shareholders' Equity and Shar_2
Shareholders' Equity and Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of fair value of stock option valuation assumptions | Stock option activity for the three months ended March 31, 2022 was as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2022 3,622,558 $ 7.30 7.89 $ 6,551 Granted 189,500 $ 5.40 9.84 Exercised (170,000 ) $ 1.28 1.26 Fortified (20,000 ) $ 8.31 9.64 Outstanding at March 31, 2022 3,622,058 $ 6.81 7.04 $ 5,309 Exercisable at March 31, 2022 1,967,662 $ |
Summary of non-vested performance-based restricted share units | Performance-based shares activity for the three months ended March 31, 2022 was as follows: Number of Performance-based Restricted Share Units Weighted Average Grant Date Fair Value Outstanding at January 1, 2022 230,000 $ 6.66 Exercised 158,000 $ 5.90 Outstanding at March 31, 2022 72,000 $ 8.31 Exercisable at March 31, 2022 42,000 $ 8.31 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | Mar. 31, 2022 |
Rose LifeScience Inc [Member] | |
Nature Of Operations [Line Items] | |
Equity ownership percentage | 70.00% |
Inventories - Summary of Invent
Inventories - Summary of Inventory Current (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventories | $ 79,611 | $ 68,677 |
Raw Materials | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 1,789 | 2,071 |
Work-in-Progress | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 8,854 | 5,056 |
Finished Goods | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 40,336 | 32,161 |
Packaging | Cannabis Business [Member] | ||
Inventory [Line Items] | ||
Inventories | 7,091 | 5,877 |
Crop Inventory [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 18,688 | 19,475 |
Purchased Produce [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | 818 | 2,485 |
Spare Parts Inventory and Packinng [Member] | Produce And Energy | ||
Inventory [Line Items] | ||
Inventories | $ 2,035 | $ 1,552 |
Property Plant And Equipment -
Property Plant And Equipment - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (109,594) | $ (106,335) | |
Property, plant and equipment, net | 220,616 | $ 215,704 | 215,704 |
Land [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 14,262 | 14,095 | |
Leaseholds and Leasehold Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 5,231 | 5,224 | |
Building [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 186,239 | 184,444 | |
Machinery and Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 81,036 | 79,070 | |
Construction in Progress [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 43,442 | $ 39,206 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Value of Goodwill by Reportable Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 117,533 |
Foreign currency translation adjustment | 2,064 |
Ending Balance | 119,597 |
Cannabis Business [Member] | Canada [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 57,525 |
Foreign currency translation adjustment | 2,064 |
Ending Balance | 59,589 |
Cannabis Business [Member] | United States [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 60,008 |
Ending Balance | $ 60,008 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Less: Accumulated amortization | $ (1,702) | $ (1,550) |
Intangibles, net | 26,512 | 26,394 |
Licenses [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 13,033 | 12,835 |
Brand and Trademarks [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 13,009 | 12,951 |
Computer Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | 2,028 | 2,014 |
Other [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangibles, gross | $ 144 | $ 144 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense for Definite-Lived Intangible Assets (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Fiscal period | |
Remainder of 2022 | $ 861 |
2023 | 919 |
2024 | 786 |
2025 | 692 |
2026 | 596 |
Thereafter | 9,505 |
Intangibles, net | $ 13,359 |
Leases - Summary Of Lease Relat
Leases - Summary Of Lease Related Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Leases [Abstract] | |||
Operating lease expense | [1] | $ 664 | $ 622 |
[1] | Includes short-term lease costs of |
Leases - Summary Of Lease Rel_2
Leases - Summary Of Lease Related Expenses (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Short-term lease costs | $ 153 | $ 148 |
Leases - Schedule Includes Othe
Leases - Schedule Includes Other Information About Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 116 | $ 128 |
Finance cash flows from finance leases | $ 301 | $ 155 |
Weighted average remaining lease term: | ||
Operating leases | 6 years 3 months 18 days | |
Finance leases | 3 months 18 days | |
Weighted average discount rate: | ||
Operating leases | 8.55% | |
Finance leases | 6.25% |
Leases - Summary of maturities
Leases - Summary of maturities of lease matirities (Detail) - Operating Leases [Member] $ in Thousands | Mar. 31, 2022USD ($) |
Remainder of 2022 | $ 1,560 |
2023 | 1,900 |
2024 | 1,386 |
2025 | 1,145 |
2026 | 1,166 |
Thereafter | 3,183 |
Undiscounted lease cash flow commitments | 10,340 |
Reconciling impact from discounting | (3,102) |
Lease liabilities on consolidated statement of financial position as of March 31, 2022 | $ 7,238 |
Business Combinations - Rose Ac
Business Combinations - Rose Acquisition - Additional Information (Details) $ in Thousands, $ in Millions | Nov. 15, 2021CAD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Nov. 15, 2021USD ($)CoFoundershares |
Business Acquisition [Line Items] | ||||
Goodwill | $ 119,597 | $ 117,533 | ||
Rose Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition agreement | Nov. 15, 2021 | |||
Business acquisition, percentage of voting interests acquired | 70.00% | |||
Business combination, consideration transferred, total | $ 46.7 | |||
Payments to acquire businesses | $ 19.9 | |||
Business acquisition, purchase price consideration number of shares issued | shares | 2,411,280 | |||
Percentage of common shares cease to be restricted shares 4 months following closing date | 33.00% | |||
Percentage of common shares cease to be restricted shares 8 months after closing date | 33.00% | |||
Number of management shareholders | CoFounder | 2 | |||
Goodwill | $ 34,548 | |||
Redeemable non controlling interest classified as temporary mezzanine equity. | $ 16,479 | |||
Rose Acquisition [Member] | Management Shareholders [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of non-voting retained interest | 30.00% | |||
Rose Acquisition [Member] | Call Option [Member] | ||||
Business Acquisition [Line Items] | ||||
Retained interest percentage to be acquired upon occurrence of liquidity events | 34.00% | |||
Common Stock [Member] | Rose Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price consideration number of shares issued | shares | 2,411,280 |
Business Combinations - Rose _2
Business Combinations - Rose Acquisition - Summary of Assets and Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2021 |
ASSETS | |||
Goodwill | $ 119,597 | $ 117,533 | |
Rose Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 15,859 | ||
Village Farms common shares issued | 2,411,280 | ||
Business acquisition, share price | $ 9.04 | ||
Village Farms common shares issued | $ 21,798 | ||
Working capital adjustment | 1,055 | ||
Total fair value of consideration | 38,712 | ||
ASSETS | |||
Cash and cash equivalents | 1,118 | ||
Trade and other receivables, net | 1,595 | ||
Inventories | 3,586 | ||
Prepaid expenses and deposits | 498 | ||
Property, plant and equipment | 16,423 | ||
Goodwill | 34,548 | ||
Total assets | 57,768 | ||
LIABILITIES | |||
Trade payables | 774 | ||
Accrued liabilities | 1,803 | ||
Total liabilities | 2,577 | ||
Mezzanine equity | 16,479 | ||
Total liabilities and mezzanine equity | 19,056 | ||
Net assets acquired | $ 38,712 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Thousands | Mar. 18, 2022USD ($) | Sep. 30, 2021EUR (€) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 18, 2022EUR (€) | Dec. 31, 2021USD ($) |
Schedule Of Equity Method Investments [Line Items] | ||||||
Net loss | $ | $ 6,517 | $ 7,382 | ||||
V F Hemp [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Net assets | $ | (10,400) | $ (10,369) | ||||
Net loss | $ | $ 162 | $ 127 | ||||
Leli Holland B V [Member] | Option Agreement [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Right to acquire ownership interest percentage | 80.00% | |||||
Payment to acquire ownership interest | € | € 50,000 | |||||
Transaction value to acquire interest | € | 3,950,000 | |||||
Due and payable to shareholders | € | € 950,000 | |||||
Number of years option is exercisable at sole discretion | 5 years | |||||
L.L. Lichtendahl Beheer B.V [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Loan amount | $ 2,700 | € 2,600,000 | ||||
Percentage of ownership interest | 50.00% | |||||
Loan interest rate | 4.00% | |||||
Outstanding loan and accrued interest repayment period | 14 days | |||||
Altum International Pty Ltd [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Equity ownership percentage | 11.90% |
Long-Term Debt and Revolving _3
Long-Term Debt and Revolving Credit Arrangement - Schedule of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Term Loan | $ 60,334 | $ 61,836 |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 26,230 | 26,723 |
Term Loan (VFCE) [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 491 | |
Term Loan One [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | 11,670 | 11,870 |
Term Loan Two [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | 17,562 | 17,806 |
BDC Facility [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Term Loan | $ 4,872 | $ 4,946 |
Long-Term Debt and Revolving _4
Long-Term Debt and Revolving Credit Arrangement - Schedule of Debt (Parenthetical) (Detail) - 3 months ended Mar. 31, 2022 $ in Millions, $ in Millions | USD ($) | CAD ($) |
Term Loan (FCC Loan) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 164 | |
Debt instrument, interest rate during period | 3.766% | 3.766% |
Debt instrument maturity date | Apr. 1, 2025 | Apr. 1, 2025 |
Term Loan (VFCE) [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 3 | |
Debt instrument, interest rate during period | 4.98% | 4.98% |
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 |
Term Loan One [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 19 | |
Debt instrument, interest rate during period | 4.20% | 4.20% |
Debt instrument maturity date | Feb. 29, 2024 | Feb. 29, 2024 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Term Loan Two [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 25 | |
Debt instrument, interest rate during period | 4.20% | 4.20% |
Debt instrument maturity date | Feb. 29, 2024 | Feb. 29, 2024 |
Debt Instrument Quarterly Payments Interest Rate | 2.50% | 2.50% |
Debt instrument, maturity start date | Jun. 30, 2021 | Jun. 30, 2021 |
BDC Facility [Member] | Pure Sunfarms | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate during period | 3.75% | 3.75% |
Debt instrument maturity date | Dec. 31, 2031 | Dec. 31, 2031 |
Long-Term Debt and Revolving _5
Long-Term Debt and Revolving Credit Arrangement - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Borrowings [Line Items] | ||
Line of credit | $ 9,880,000 | $ 7,760,000 |
Weighted average interest rate | 5.05% | 5.15% |
Accounts Payable and Accrued Liabilities [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Accrued interest payable | $ 234,000 | $ 304,000 |
Non-Revolving Variable Rate Term Loan 2021 [Member] | FCC Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Securities pledged as collateral | 192,344,000 | 233,187,000 |
Revolving Operating Loan [Member] | ||
Disclosure Of Borrowings [Line Items] | ||
Amounts drawn on facility | 2,000,000 | 0 |
Securities pledged as collateral | 33,840,000 | 34,741,000 |
Revolving Operating Loan [Member] | Pure Sunfarms | ||
Disclosure Of Borrowings [Line Items] | ||
Total outstanding amount | $ 7,880,000 | 7,760,000 |
Line of credit | $ 4,039,000 |
Long-Term Debt and Revolving _6
Long-Term Debt and Revolving Credit Arrangement - Summary of Aggregate Annual Maturities of Long-Term Debt (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 6,226 |
2023 | 7,454 |
2024 | 26,446 |
2025 | 22,327 |
2026 | 700 |
Thereafter | 2,879 |
Long-term debt | $ 66,032 |
Related Party Transactions An_2
Related Party Transactions And Balances - Additional Information (Detail) $ in Thousands, $ in Millions | Feb. 10, 2022USD ($) | Mar. 25, 2019 | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Feb. 10, 2022AUD ($) | Dec. 31, 2021USD ($) |
Grid Loan Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loans receivable, related parties | $ 3,207 | $ 3,256 | ||||
Atom [Member] | Convertible Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible promissory note | $ 719 | $ 1 | ||||
Notes interest rate | 12.00% | 12.00% | ||||
Percentage of ownership interest | Aug. 10, 2023 | |||||
Balance of note including accrued interest | $ 727 | |||||
V F Hemp [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt securities maturity date | Mar. 25, 2022 | Jun. 30, 2022 | ||||
Employees | ||||||
Related Party Transaction [Line Items] | ||||||
Salary and benefits to employee | $ 24 | $ 37 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Estimated Average Annual Tax Rate | 26.00% | 26.00% |
Recovery of income taxes | $ 1,666 | $ 1,839 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of net sales by the countries and business (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Sales [Abstract] | ||
Sales | $ 70,156 | $ 52,396 |
Gross Profit [Abstract] | ||
Gross Margin | 9,904 | 2,307 |
Produce Business [Member] | ||
Sales [Abstract] | ||
Sales | 41,349 | 34,867 |
Gross Profit [Abstract] | ||
Gross Margin | (4,290) | 717 |
Cannabis Canada Business [Member] | ||
Sales [Abstract] | ||
Sales | 21,769 | 17,460 |
Gross Profit [Abstract] | ||
Gross Margin | 9,510 | 2,212 |
Cannabis Unites States Business [Member] | ||
Sales [Abstract] | ||
Sales | 7,043 | |
Gross Profit [Abstract] | ||
Gross Margin | 4,712 | |
Energy Business [Member] | ||
Sales [Abstract] | ||
Sales | (5) | 69 |
Gross Profit [Abstract] | ||
Gross Margin | $ (28) | $ (622) |
Loss Per Share - Summary of Bas
Loss Per Share - Summary of Basic and Diluted Net Loss per Ordinary Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (6,517) | $ (7,382) |
Denominator: | ||
Weighted average number of common shares - basic | 88,376 | 76,002 |
Weighted average number of common shares - diluted | 88,376 | 76,002 |
Antidilutive options and awards | 3,622 | 300 |
Net loss per ordinary share: | ||
Basic | $ (0.07) | $ (0.10) |
Diluted | $ (0.07) | $ (0.10) |
Shareholders' Equity and Shar_3
Shareholders' Equity and Share Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Share based compensation expense | $ 964 | $ 1,998 |
Shareholders' Equity and Shar_4
Shareholders' Equity and Share Based Compensation - Summary Of Stock Option (Detail) - Stock Option [Member] $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options, Beginning balance | 3,622,558 | |
Number of Options, Granted | 189,500 | |
Number of Options, Exercised | (170,000) | |
Number of Options, Fortified | (20,000) | |
Number of Options, Ending balance | 3,622,058 | 3,622,558 |
Number of Options, Exercisable | 1,967,662 | |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 7.30 | |
Weighted Average Exercise Price,Granted | $ / shares | 5.40 | |
Weighted Average Exercise Price, Exercised | $ / shares | 1.28 | |
Weighted Average Exercise Price,Fortified | $ / shares | 8.31 | |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 6.81 | $ 7.30 |
Weighted Average Remaining Contractual Term (years) | 7 years 14 days | 7 years 10 months 20 days |
Weighted Average Remaining Contractual Term (years) ,Granted | 9 years 10 months 2 days | |
Weighted Average Remaining Contractual Term (years), Exercised | 1 year 3 months 3 days | |
Weighted Average Remaining Contractual Term (years) , Fortified | 9 years 7 months 20 days | |
Aggregate Intrinsic Value | $ | $ 5,309 | $ 6,551 |
Shareholders' Equity and Shar_5
Shareholders' Equity and Share Based Compensation - Summary of Performance base restricted share unit activity (Detail) - Performance-Based Restricted Share Unit [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Performance-based Restricted Share Units, Beginning balance | shares | 230,000 |
Number of Performance-based Restricted Share Units, Exercised | shares | 158,000 |
Number of Performance-based Restricted Share Units, Ending balance | shares | 72,000 |
Number of Performance-based Restricted Share Units, Exercisable | shares | 42,000 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 6.66 |
Weighted Average Grant Date Fair Value, Exercised | $ / shares | 5.90 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | 8.31 |
Weighted Average Grant Date Fair Value, Exercisable | $ / shares | $ 8.31 |