Pure Sunfarms Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

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

Summarized financial information of Pure Sunfarms:

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Sales	$	27,393		$	17,048		$	69,614		$	39,571
Cost of sales*		(14,244	)		(11,154	)		(44,433	)		(23,678	)
Gross Margin		13,149			5,894			25,181			15,893
Selling, general and administrative expenses		(5,510	)		(2,447	)		(15,131	)		(6,731	)
Income from operations		7,639			3,447			10,050			9,162
Interest expense, net		(563	)		(386	)		(1,362	)		(734	)
Foreign exchange (loss) gain		105			(56	)		(131	)		(207	)
Loss on disposal		—			—			(40	)		—
Other income, net**		131			(131	)		(188	)		4,202
Income before taxes		7,312			2,874			8,329			12,423
Provision for income taxes		(2,024	)		(417	)		(2,654	)		(3,012	)
Net income	$	5,288		$	2,457		$	5,675		$	9,411