United States securities and exchange commission logo
April 5, 2023
Stephen Ruffini
Chief Financial Officer
Village Farms International, Inc.
4700-80th Street
Delta, British Columbia, Canada
V4K 3N3
Re: Village Farms
International, Inc.
Form 10-K for the
Year Ended December 31, 2022
Filed March 9, 2023
Item 2.02 Form 8-K
filed March 9, 2023
File No. 001-38783
Dear Stephen Ruffini:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Cost of Sales, page 47
1. Please disclose the
facts and circumstances that resulted in lower potency flower
inventory being older
than 12 months old causing the Company s fourth quarter inventory
write down of $11,038.
Net (loss) Income Atrributable to Village Farms International Inc., page
48
2. You recognized a
$43,299 goodwill impairment charge related to your U.S. Cannabis
segment in 2022. Given
your limited discussion surrounding this impairment
charge, there is a
concern that investors may not understand the specific facts and
Stephen Ruffini
FirstName LastNameStephen Ruffini
Village Farms International, Inc.
Comapany
April NameVillage Farms International, Inc.
5, 2023
April 25, 2023 Page 2
Page
FirstName LastName
circumstances that led to the impairment charges. Please disclose the
specific adverse
business, competitive and economic factors that led to the significant
decline in this
reporting unit s fair value and provide an explanation as to why you
determined that you
would not be able to overcome those adverse factors. Please refer to
Item 303(a)(3) of
Regulation S-K and Sections 216 and 501.12.b.4 of the Financial
Reporting Codification
for guidance for disclosures of material impairment charges.
Cannabis Segment Results - Canada, page 51
3. You state under "Cannabis Segment Results - Canada that you present
a discussion of the
operating results of Pure Sunfarms, before any allocation to Village
Farms, which were
not consolidated in your financial results for the period of January
1, 2020 to November 1,
2020, and were only consolidated in your results for the years ended
December 31, 2022
and 2021 and the period November 2, 2020 to December 31, 2020. As a
result, we note
your discussion of this segment's results for the year ended December
31, 2021 compared
to the year ended December 31, 2020 as presented beginning on page 52
is not based on
your GAAP results. Please revise this discussion to present and
discuss your GAAP
results.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures
Reconciliation of Net Income to Adjusted EBITDA, page 61
4. We have the following comments regarding your non-GAAP measure,
Adjusted
EBITDA:
Please reconcile the $7,136 provision for (recovery of) income
taxes to the $4,681
reflected on your consolidated statement of loss for the year ended
December 31,
2022;
You include adjustments for inventory write-down to net realizable
value and share
of loss on JV inventory impairment. Since inventory write-downs are
normal
expenses to operate your business, please tell us how you
considered the guidance in
Question 100.01 of the Compliance and Disclosure Interpretations on
Non-
GAAP Financial Measures; and
You indicate in footnote (5) that the purchase price adjustments
relate to the
revaluation of Pure Sunfarms inventory to fair value at the
acquisition date. Please
explain why you would need such an adjustment in 2022. In this
regard, we note that
the Pure Sunfarms acquisition occurred in 2020 and we note that any
cost impact
associated with a change in the valuation of inventory usually
turns over quickly.
Also, in light of the nature of this adjustment, explain why the
$4,268 adjustment for
2022 appears to increase your net loss for 2022.
5. You present and discuss Adjusted EBITDA for each of your operating
segments. Please
provide reconciliations for each of these non-GAAP measures for each
period presented.
Stephen Ruffini
FirstName LastNameStephen Ruffini
Village Farms International, Inc.
Comapany
April NameVillage Farms International, Inc.
5, 2023
April 35, 2023 Page 3
Page
FirstName LastName
Critical Accounting Policies, page 63
6. Note 11 discusses your goodwill and brand impairment analysis and
discloses
that throughout 2022, you recognized macroeconomic challenges,
decreases in market
capitalization, decreases in transaction multiples, and continued
ambiguity in federal
regulations with respect to the U.S. CBD market. We also note the
significant
assumptions applied to the determination of the recoverable amount of
your goodwill and
brands. Please expand your discussion of critical accounting policies
to discuss the
impairment testing, assumptions and critical estimates and address the
following
additional comments:
Quantify the remaining goodwill, brand and trademarks related to
your Cannabis -
Canada and Cannabis United States reporting units.
Disclose the macroeconomic challenges that impacted both cannabis
reporting units;
Clarify the nature of the continued ambiguity in the federal
regulations with respect
to the U.S. CBD market and address when they began; and
Address how declines in your stock price and market capitalization
impacted your
impairment analysis. Specifically address how you considered your
market
capitalization in determining the estimated fair values of your
reporting units. Refer
to ASC 350-20-35-3C, ASC 350-20-35-22 to 24, and ASC
350-20-35-30.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), page
81
7. You present stock-based compensation as a separate line item in your
consolidated
statements of income (loss). Expenses related to share-based payment
arrangements
should be presented in the same line or lines as cash compensation
paid to the same
employees. Please reference SAB Topic 14-F and revise accordingly.
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page 85
8. You discuss produce supply partner revenue within Management s
Discussion and
Analysis. Please tell us the nature of these arrangements and, with
reference to the
material terms of these arrangements, address your revenue
recognition.
9. Under bill-and-hold arrangements, you bill customers for product to be
delivered at a later
date. Control typically transfers when the product is still in your
physical possession, and
title and risk of loss has passed to the customer. Revenue is
recognized when all specific
requirements for transfer of control under a bill-and-hold arrangement
have been met.
Please expand your disclosure to address the guidance in ASC
606-10-25-30 and 606-10-
55-82 and 55-83 in determining when control transfers.
10. We note judgment is required in determining whether you are the
principal or agent in
certain transactions. You evaluate the presentation of revenue on a
gross or net basis based
on whether you control the service provided to the end-user and are
the principal (i.e.
gross ), or you arrange for other parties to provide the service
to the end-user and are an
Stephen Ruffini
FirstName LastNameStephen Ruffini
Village Farms International, Inc.
Comapany
April NameVillage Farms International, Inc.
5, 2023
April 45, 2023 Page 4
Page
FirstName LastName
agent (i.e. net ). Please disclose the nature and material terms
of these transactions, and
with reference to the guidance in ASC 606-10-55-36 to 55-40,
separately quantify your
revenues recognized on gross and net basis and disclose the indictors
of control for gross
presentation.
Note 19. Segment and Geographic Information, page 103
11. You present segment gross margin. However, we note that you also
present segment net
income (loss) and adjusted EBITDA in Management's Discussion and
Analysis. Please
clarify if your CODM uses gross margin or multiple segment performance
measures to
assess performance. If he uses multiple segment performance measures,
address how you
determined it was appropriate to disclose gross margin rather than net
income (loss) in this
footnote. Refer to ASC 280-10-50-22.
Item 2.02 Form 8-K filed March 9, 2023
Exhibit 99.1
General, page 1
12. Please address our non-GAAP measure comments issued under your Form
10-K.
Fourth Quarter 2022 Financial Highlights, page 2
13. You disclose that excluding the write down, gross margin for Canadian
Cannabis was
40%. and Canadian Cannabis adjusted EBITDA was $4.7 million. Please
disclose
the U.S. GAAP most directly comparable financial measure with equal or
greater
prominence. Address this comment as it relates to U.S Cannabis and
Village Farms
Fresh adjusted EBITDA at the top of page 3.
14. We note that you disclose a line items for Cost of Sales, Gross Margin
and Gross Margin
% Excluding Inventory Write Down. Since inventory write-downs are
a normal expense
to operate your business, please address the appropriateness of these
Non-GAAP
measures in light of the guidance in Question 100.01 of the Compliance
and Disclosure
Interpretations on Non-GAAP Financial Measures.
Canadian Cannabis Financial Performance Summary, page 4
15. Please define total gross sales and with reference to Question 100.04
of the Staff's
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures, please
address the appropriateness of this measure. In this regard, it
appears that this measure
may be an individually tailored measure.
16. We note that you disclose a line items for Cost of Sales, Gross Margin
and Gross Margin
% Excluding Inventory Write Down. Since inventory write-downs are
normal expense
to operate your business, please address the appropriateness of these
Non-GAAP
measures in light of the guidance in Question 100.01 of the Compliance
and Disclosure
Interpretations on Non-GAAP Financial Measures.
Stephen Ruffini
Village Farms International, Inc.
April 5, 2023
Page 5
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355
with any questions.
Sincerely,
FirstName LastNameStephen Ruffini
Division of
Corporation Finance
Comapany NameVillage Farms International, Inc.
Office of Industrial
Applications and
April 5, 2023 Page 5 Services
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