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Investment In Joint Ventures And Minority Interests
9 Months Ended
Sep. 30, 2020
Equity Method Investments And Joint Ventures [Abstract]  
Investment In Joint Ventures And Minority Interests

7

INVESTMENT IN JOINT VENTURES AND MINORITY INTERESTS

Summarized Equity Earnings (Losses) from Unconsolidated Entities

 

 

 

Three months ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Pure Sunfarms

 

$

1,443

 

 

$

3,748

 

 

$

5,437

 

 

$

14,493

 

VF Hemp

 

 

(137

)

 

 

(211

)

 

 

(552

)

 

 

(343

)

AVGG Hemp

 

 

 

 

 

(18

)

 

 

 

 

 

(35

)

Total

 

$

1,306

 

 

$

3,519

 

 

$

4,885

 

 

$

14,115

 

 

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 and internationally.

The Company accounts for its investment in Pure Sunfarms, in accordance with 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 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 September 30, 2020 relates primarily to the Company’s investment of $63,164 and the recovery of the outstanding loan to Pure Sunfarms of $10,954.

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 56.1% of Pure Sunfarms’ earnings for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, the Company received 57.8% and 60.1% 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 transaction, and it was estimated that the fair value of the land, building and other assets was $18.7 million (CA$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 (CA$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 nine months ended September 30, 2020.

As of September 30, 2020, and December 31, 2019, the total investment in Pure Sunfarms of $63.2 million and $41.3 million, respectively, was recorded in the consolidated statements of financial position.

The Company’s share of the joint venture consisted 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

 

 

5,437

 

Balance, September 30, 2020

 

$

63,164

 

 

Summarized financial information of Pure Sunfarms:

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,751

 

 

$

7,356

 

Trade receivables

 

 

13,543

 

 

 

8,687

 

Inventory

 

 

33,676

 

 

 

21,745

 

Other current assets

 

 

5,759

 

 

 

6,964

 

Non-current assets

 

 

115,720

 

 

 

108,652

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

 

 

(3,422

)

 

 

(4,938

)

Borrowings due to joint ventures

 

 

(11,022

)

 

 

(26,413

)

Income taxes payable

 

 

 

 

 

(8,489

)

Borrowings – current

 

 

(2,291

)

 

 

(1,423

)

Other current liabilities

 

 

(10,156

)

 

 

(5,021

)

Non-current liabilities

 

 

 

 

 

 

 

 

Borrowings – long term

 

 

(23,709

)

 

 

(13,089

)

Deferred tax liabilities

 

 

(13,742

)

 

 

(2,473

)

Net assets

 

$

111,107

 

 

$

91,558

 

Reconciliation of net assets:

 

 

 

 

 

 

 

 

Accumulated retained earnings

 

$

36,091

 

 

$

26,679

 

Contributions from joint venture partners

 

 

75,738

 

 

 

63,481

 

Currency translation adjustment

 

 

(722

)

 

 

1,398

 

Net assets

 

$

111,107

 

 

 

91,558

 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Sales

 

$

17,048

 

 

$

18,084

 

 

$

39,571

 

 

$

53,128

 

Cost of sales*

 

 

(11,154

)

 

 

(5,689

)

 

 

(23,678

)

 

 

(13,463

)

Gross Margin

 

 

5,894

 

 

 

12,395

 

 

 

15,893

 

 

 

39,665

 

Selling, general and administrative expenses

 

 

(2,447

)

 

 

(2,830

)

 

 

(6,731

)

 

 

(5,616

)

Income from operations

 

 

3,447

 

 

 

9,565

 

 

 

9,162

 

 

 

34,049

 

Interest expense

 

 

(386

)

 

 

(302

)

 

 

(734

)

 

 

(596

)

Foreign exchange (loss) gain

 

 

(56

)

 

 

14

 

 

 

(207

)

 

 

28

 

Other income, net**

 

 

(131

)

 

 

8

 

 

 

4,202

 

 

 

22

 

Income before taxes

 

 

2,874

 

 

 

9,285

 

 

 

12,423

 

 

 

33,503

 

Provision for income taxes

 

 

(417

)

 

 

(2,600

)

 

 

(3,012

)

 

 

(9,397

)

Net Income

 

$

2,457

 

 

$

6,685

 

 

$

9,411

 

 

$

24,106

 

 

 

*

Included in cost of sales for the three months ended September 30, 2020 and 2019 is $961 and $503, and nine months ended September 30, 2020 and 2019 is $1,973 and $1,347 respectively, of depreciation expense.

 

**

Nine months ended September 30, 2020, includes a gain recognized on the settlement of net liabilities of $4,348.

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 $15 million to VF Hemp for start-up costs and working capital.

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 $10,713 loan outstanding to VF Hemp.

The Company’s share of the joint venture consisted of the following:

 

Balance, January 1, 2019

 

$

 

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, January 1, 2020

 

$

 

Investments in joint venture

 

 

 

Share of net loss

 

 

(552

)

Losses applied against joint venture note receivable

 

 

552

 

Balance, September 30, 2020

 

$

 

 

Summarized financial information of VF Hemp:

 

 

 

September 30, 2020

 

 

December 31, 2019

 

Current assets

 

 

 

 

 

 

 

 

Inventory

 

$

9,268

 

 

$

9,308

 

Other current assets

 

 

242

 

 

 

546

 

Non-current assets

 

 

989

 

 

 

1,476

 

Current liabilities

 

 

(1,433

)

 

 

(1,788

)

Non-current liabilities

 

 

(13,697

)

 

 

(13,323

)

Net assets

 

$

(4,631

)

 

$

(3,781

)

Reconciliation of net assets:

 

 

 

 

 

 

 

 

Accumulated retained earnings

 

$

(3,791

)

 

$

(3,791

)

Net loss for the nine months ended September 30, 2020

 

 

(850

)

 

 

 

Contributions from joint venture partners

 

 

10

 

 

 

10

 

Net assets

 

$

(4,631

)

 

$

(3,781

)

 

 

In July 2020, the Company invested $226, for an approximately 16% minority interest ownership in DutchCanGrow Inc. (“DCG”), a Netherlands-based cannabis enterprise.  DCG is pursuing the opportunity to become one of a limited number of licensed cannabis growers (up to a maximum of 10) when the Dutch government permits the first legal recreational cannabis market in Europe under its 10-city Experiment to Investigate Closed Cannabis Supply Chains.

 

In August 2020, the Company invested $1,000 for a 6.6% minority interest ownership in Australia-based Altum International Pty Ltd (“Altum”), with an option to increase its ownership in Altum on similar terms. Altum is a cannabinoid platform with a focus on the distribution and marketing of CBD products in the Asia-Pacific region.