Pure Sunfarms Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Business Acquisitions Purchase Price Allocation To Assets Acquired And Liabilities Assumed

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

Business Acquisition, Pro Forma Information

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

Summary of company share of the joint venture

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

Pure Sunfarms

Business Acquisitions Purchase Price Allocation To Assets Acquired And Liabilities Assumed

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	)