Enhanced Investments - Financial Portal

Published: 2020-04-22

Village Farms International, Inc.
	Condensed Consolidated Interim Statements of Financial Position
(In thousands of United States dollars)
		(Unaudited)
			June 30, 2019	December 31, 2018
					ASSETS
					Current assets
						Cash and cash equivalents	$	11,706	$			11,920
						Trade receivables	13,823				11,292
						Inventories	21,284				24,956
						Amounts due from joint ventures	10,602				10,873
						Other receivables		819	332
						Prepaid expenses and deposits	1,623				889
					Total current assets	59,857				60,262
					Non-current assets
						Property, plant and equipment	64,671				72,188
						Operating lease right-of-use assets	3,914				—
						Finance lease right-of-use-assets		136	176
						Investment in joint ventures	35,805				6,341
						Note receivable - joint ventures	5,608				—
						Deferred tax asset	3,602				274
						Other assets	1,718				2,207
					Total assets	$ 175,311	$			141,448
					LIABILITIES
					Current liabilities
						Line of credit	$	5,000	$			2,000
						Trade payables	9,389				14,601
						Current maturities of long-term debt	3,439				3,414
						Accrued liabilities	5,886				3,509
						Operating lease liabilities - current		839	—
						Finance lease liabilities - current		69	78
					Total current liabilities	24,622				23,602
					Non-current liabilities
						Long-term debt	30,645				32,261
						Deferred tax liability	4,472				—
						Operating lease liabilities - current	3,140				—
						Finance lease liabilities - current		66	102
						Other liabilities	1,205				1,050
					Total liabilities	64,150				57,015
					SHAREHOLDERS’ EQUITY
						Common stock, no par value per share - unlimited shares authorized; 49,273,786 shares issued and
						outstanding at June 30, 2019 and 47,642,672 shares issued and outstanding at December 31, 2018.
			76,435				60,872
						Additional paid in capital	3,101				2,198
						Accumulated other comprehensive loss		(482)	(562)
						Retained earnings	32,107				21,925
					Total shareholders’ equity	111,161				84,433
					Total liabilities and shareholders’ equity	$ 175,311	$			141,448
									The accompanying notes are an integral part of these condensed consolidated interim financial statements.
										1

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
	(In thousands of United States dollars, except per share data)
		(Unaudited)
			Three Months Ended June 30,	Six Months Ended June 30,
			2019		2018	2019		2018
							Sales	$	41,329		$	42,039	$ 73,219		$ 71,529
							Cost of sales	(44,299) (41,150)	(75,514) (67,052)
							Gross margin	(2,970) 889	(2,295)		4,477
							Selling, general and administrative expenses	(3,949)		(3,688)	(8,188)		(7,045)
							Share-based compensation	(701) (138)	(1,997) (256)
							Interest expense	(669) (710)	(1,363)		(1,341)
							Interest income	211	0					347	14
							Foreign exchange gain	243	(21) 521	(14)
							Other income	282	26				152	44
							Gain on disposal of assets	—	—	13,564		—
							(Loss) before taxes and earnings of unconsolidated entities	(7,553)		(3,642)				741	(4,121)
							Recovery of (provision for) income taxes	3,284		847	(1,152)		1,022
							Loss from consolidated entities after income taxes	(4,269)		(2,795)	(411)		(3,099)
							Equity earnings (losses) from unconsolidated entities	7,985		(265)	10,593		(563)
							Net income (loss)	$	3,716		$	(3,060) $ 10,182	$ (3,662)
							Basic income(loss) per share	$					0.08	$	(0.07) $	0.21	$	(0.09)
							Diluted income (loss) per share	$					0.07	$	(0.07) $	0.20	$	(0.09)
							Weighted average number of common shares used in the computation of net income (loss) per
							share:
							Basic	48,825		43,336	48,322		42,894
							Diluted	50,712		43,336	50,159		42,894
							Net income (loss)	$	3,716		$	(3,060) $ 10,182	$ (3,662)
							Other comprehensive income (loss):Foreign currency translation adjustment
								36	(34)				80	(89)
							Comprehensive income (loss)	$	3,752		$	(3,094) $ 10,262	$ (3,751)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
										2

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity
	(In thousands of United States dollars, except for shares outstanding)
		(Unaudited)
			Three Months Ended June 30, 2019
		Number of		Accumulated Other	Total
		Common				Common	Additional paid	Comprehensive		Retained	Shareholders’
		Shares				Stock	in capital	(Loss) Income		Earnings	Equity
								Balance at April 1, 2019	47,812,003			$61,832	$	2,568	$					(518) $28,391	$	92,273
								Shares issued on exercise of stock options	36,783			61				(20)	—	—	41
								Share-based compensation	125,000			—				701	—	—	701
								Shares issued on exercise of warrants	300,000			614	(148)		466
								Shares issued pursuant to public offering of common shares,
								net of issuance costs	1,000,000			13,928	13,928
								Cumulative translation adjustment	—			—				—	36	—	36
								Net income	—			—				—	—	3,716	3,716
								Balance at June 30, 2019	49,273,786			$76,435	$	3,101	$					(482)	$32,107	$ 111,161
			Three Months Ended June 30, 2018
		Number of		Accumulated Other	Total
		Common				Common	Additional paid	Comprehensive		Retained	Shareholders’
		Shares				Stock	in capital	(Loss) Income		Earnings	Equity
								Balance at April 1, 2018	42,447,613			$36,284	$	1,844	$					(446) $28,837	$	66,519
								Shares issued on exercise of stock options	137,732			94				—	—	—	94
								Shares issued pursuant to private placement of common
								shares, net of issuance costs	1,886,793			7,755	7,755
								Share-based compensation	—			—				138	—	—	138
								Cumulative translation adjustment	—			—				—	(34)	—	(34)
								Net loss	—			—				—	—	(3,060)	(3,060)
								Balance at June 30, 2018	44,472,138			$44,133	$	1,982	$					(480)	$25,777	$	71,412
			Six Months Ended June 30, 2019
		Number of		Accumulated Other	Total
		Common				Common	Additional paid	Comprehensive		Retained	Shareholders’
		Shares				Stock	in capital	(Loss) Income		Earnings	Equity
								Balance at January 1, 2019	47,642,672			$60,872	$	2,198	$					(562) $21,925	$	84,433
								Shares issued on exercise of stock options	52,782			113				(38)	—	—	75
								Share-based compensation	278,332			908	1,089						—	—	1,997
								Shares issued on exercise of warrants	300,000			614	(148)		466
								Shares issued pursuant to public offering of common shares,
								net of issuance costs	1,000,000			13,928	13,928
								Cumulative translation adjustment	—			—				—	80	—	80
								Net income	—			—				—	—	10,182	10,182
								Balance at June 30, 2019	49,273,786			$76,435	$	3,101	$					(482)	$32,107	$ 111,161
			Six Months Ended June 30, 2018
		Number of		Accumulated Other	Total
		Common				Common	Additional paid	Comprehensive		Retained	Shareholders’
		Shares				Stock	in capital	(Loss) Income		Earnings	Equity
								Balance at January 1, 2018	42,242,612			$36,115	$	1,726	$					(391) $29,439	$	66,889
								Shares issued on exercise of stock options	342,733			263				—	—	—	263
								Shares issued pursuant to private placement of common
								shares, net of issuance costs	1,886,793			7,755
								Share-based compensation	—			—				256	—	—	256
								Cumulative translation adjustment	—			—				—	(89)	—	(89)
								Net loss	—			—				—	—	(3,662)	(3,662)
								Balance at June 30, 2018	44,472,138			$44,133	$	1,982	$					(480)	$25,777	$	71,412
										The accompanying notes are an integral part of these condensed consolidated interim financial statements.
						3

Condensed Consolidated Interim Statements of Cash Flows
	(In thousands of United States dollars)
		(Unaudited)
			Six Months Ended June 30,
			2019	2018
					Cash flows used in operating activities	$ 10,182	$ (3,662)
					Net income (loss)Adjustments to reconcile net loss to net cash used in operating activities:
						Depreciation and amortization	3,766	3,523
						Amortization of deferred charges	38	38
						Share of (income) loss from joint ventures	(10,593)	563
						Interest expense	1,363	1,303
						Interest income	(347) (14)
						Gain on disposal of assets	(13,564) —
						Share-based compensation	1,997	256
						Lease payments	(517) —
						Deferred income taxes	1,144	(1,261)
						Interest paid on long-term debt	(1,063) (1,289)
						Changes in non-cash working capital items	(1,843)	(6,237)
						Net cash used in operating activities	(9,437) (6,780)
					Cash flows used in investing activities:
					Purchases of property, plant and equipment, net of rebate	(730)	(1,440)
					Note receivables to joint ventures	(5,806) —
					Proceeds from sale of asset		60	—
					Investment in joint ventures		(13) —
						Net cash used in investing activities	(6,489) (1,440)
					Cash flows from financing activities:
					Proceeds from borrowings	3,000	7,000
					Repayments on borrowings	(1,709) (917)
					Proceeds from issuance of common stock pursuant to public offering, net	13,928	7,755
					Proceeds from exercise of stock options		75	263
					Payments on capital lease obligations		(48) (34)
					Proceeds from exercise of warrants		466	—
						Net cash provided by financing activities	15,712	14,067
					Effect of exchange rate changes on cash and cash equivalents		—	(5)
					Net decrease in cash and cash equivalents	(214) 5,842
					Cash and cash equivalents, beginning of period	11,920	7,091
					Cash and cash equivalents, end of period	$ 11,706	$ 12,933
									The accompanying notes are an integral part of these condensed consolidated interim financial statements.
										4

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			1	NATURE OF OPERATIONS
				Village Farms International, Inc. (“VFF” the parent company, together with its subsidiaries, the “Company”) is incorporated under the Canada Business Corporation Act. VFF’s principal operating subsidiaries as of June 30, 2019 are Village Farms Canada Limited Partnership (“VFCLP”), Village Farms, L.P. (“VFLP”), and VF Clean Energy, Inc. (“VFCE”). The address of the registered office of VFF is 4700 80th Street, Delta, British Columbia, Canada, V4K 3N3. VFF owns a 65% equity interest in Village Fields Hemp USA LLC (“VF Hemp”), a 60% equity interest in Arkansas Valley Green and Gold Hemp (“AVGG Hemp) and a 50% equity interest in Pure Sunfarms Corp. (“Pure Sunfarms”), all of which are recorded as Investments in Joint Ventures (note 7).
				The Company’s shares are listed on the Toronto Stock Exchange under the symbol VFF and are also listed in the United States on the Nasdaq Capital Market (“Nasdaq”) under the symbol VFF.
				The Company 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. The Company, through its subsidiary VFCE, owns and operates a 7.0 MW power plant that generates electricity. The Company’s joint venture, Pure Sunfarms, is a licensed producer and supplier of cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally. The Company’s joint ventures, VF Hemp and AVGG Hemp, are cultivators and extractors of high cannabidiol (“CBD”) hemp in multiple states throughout the United States.
			2	BASIS OF PRESENTATION
				The accompanying unaudited Condensed Consolidated Financial Statements for the quarter and six months ended June 30, 2019 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards (“IFRS”) as permitted by securities regulators in Canada, as well as in the United States under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission (“SEC”). At the end of the second quarter of 2019, the Company determined that it no longer qualified as a Foreign Private Issuer under the SEC rules. As a result, beginning January 1, 2020 the Company is required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The transition to US GAAP was made retrospectively for all periods from the Company’s inception.
				These interim consolidated financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for fair presentation have been included. Operating results for the three and six months ended June 30, 2019 are subject to seasonal variations and are not necessarily indicative of the results that may be expected for the year ended December 31, 2019. For further information, refer to the Consolidated Financial Statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and 2018.
				Other than as described below, there were no changes to our significant accounting policies described in our annual financial statements that had a material impact on our financial statements and related notes.
			3	NEW ACCOUNTING PRONOUNCEMENTS ADOPTED
				Prior to the adoption of ASU 2016-02, Leases, for leases where the Company assumed substantially all the risks and rewards of ownership were classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset was accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and rent expenses were recognized in the Company’s consolidated statements of (loss) income.
				In February 2016, the FASB issued ASU 2016-02, Leases, and has subsequently issued several supplemental and/or clarifying ASU’s (collectively, “Topic 842”), which requires a dual approach for lease accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases may result in the lessee recognizing a right of use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize lease expense on a straight-line basis.
		5

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			On January 1, 2019, the Company adopted Topic 842, using the modified retrospective method and did not restate prior periods. The Company’s classes of assets include land leases, building leases and equipment leases.
			On adoption, the Company recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of Topic 842. These lease liabilities were measured at the present value of the remaining lease payments, discounted using the borrowing rate of the Company. The weighted average incremental borrowing rate applied to the lease liabilities on January 1, 2019 was 6.25%. These leases are included in right-of-use assets, short-term lease liabilities and long-term lease liabilities in the condensed consolidated statements of financial position. Right-of-use assets are amortized on a straight-line basis over the lease term.
			For leases previously classified as finance leases the entity recognized the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date of initial application.
			Additionally, the Company has elected the short-term lease exception for all classes of assets, and does not apply the recognition requirements for leases of 12 months or less, and recognizes lease payments for short-term leases as expense either straight-line over the lease term or as incurred depending on whether the lease payments are fixed or variable.
			These elections are applied consistently for all leases.
				2019
					Operating lease commitments disclosed as of December 31, 2018	$5,064
					Less: short-term leases recognized on a straight-line basis as expense	(210)
				4,854
					Discounted using the lessee’s incremental borrowing rate of 6.25% at the date of
					initial application	4,269
					Add: additional leases identified on adoption of Topic 842	88
					Add: finance lease liabilities recognized as of December 31, 2018	180
					Lease liability recognized as of January 1, 2019	$4,537
	Of which are:
	Current lease liabilities			871
	Non-current lease liabilities			3,666
				$4,537
			The recognized right-of-use assets relate to the following types of assets:
						December 31, 2018	January 1, 2019
							Land	$		—	$	140
							Building	—	4,017
							Equipment	176	380
							Total right-of-use assets	$		176	$	4,537
										4	NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
			In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax). which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
		6

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and will be applied on a retrospective basis to all periods presented. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
			In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses.” The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and requires the modified retrospective approach. Early adoption is permitted. Based on the composition of the Company’s trade receivables and other financial assets, current market conditions, and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.
				5	INVENTORIES
					June 30, 2019	December 31, 2018
							Crop inventory	$	20,758	$		24,249
							Purchased produce inventory		457	643
							Spare parts inventory		69	64
					$	21,284	$		24,956
				6	PROPERTY, PLANT AND EQUIPMENT, NET
			Property, plant and equipment consist of the following:
					June 30, 2019	December 31, 2018
							Land	$	3,204	$		3,932
							Leasehold and land improvements	3,820			3,819
							Buildings	72,457			77,003
							Machinery and equipment	61,574			65,664
							Construction in progress		737	552
							Less: Accumulated depreciation	(77,121)			(78,782)
	Plant, property and equipment, net				$	64,671	$		72,188
			Depreciation expense on property, plant and equipment, was $1,560 and $3,227, respectively, for the three and six months ended June 30, 2019 and $1,722 and $3,523, respectively, for the three and six months ended June 30, 2018. On March 31, 2019, Pure Sunfarms exercised its option to acquire the Delta 2 assets and operations (note 8).
		7

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			7	LEASES
				The components of lease related expenses are as follows:
					Three Months Ended	Six Months Ended
					June 30, 2019	June 30, 2019
							Operating lease expense (a)	$			590	$		1,174
							Finance lease expense:
	Amortization of right-of-use assets				$			20	$			40
	Interest on lease liabilities							2	5
							Total finance lease expense	$			22	$		45
			(a)	Includes short-term lease costs of $317 and $628 for the three and six months ended June 30, 2019, respectively.
				Cash paid for amounts included in the measurement of lease liabilities:
					Three Months Ended	Six Months Ended
					June 30, 2019	June 30, 2019
							Operating cash flows from operating leases	$			259	$		513
							Operating cash flows from finance leases	$			2	$		4
							Financing cash flows from finance leases	$			21	$		48
						June 30, 2019
	Weighted average remaining lease term:
	Operating leases					4.6
	Finance leases					2.2
	Weighted average discount rate:
	Operating leases					6.25%
	Finance leases					6.25%
				Maturities of lease liabilities are as follows:
										Operating	Finance
						leases			leases
							Remainder of 2019			$	530		42
							2020	1,073			65
							2021	1,090			30
							2022	869			9
							2023	641			—
							Thereafter	389			—
							Undiscounted lease cash flow commitments	4,592
	Reconciling impact from discounting					(613)			(11)
							Lease liabilities as of June 30, 2019			$ 3,979	135
		8

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			The following table presents the Company’s unadjusted lease commitments as of December 31, 2018 as a required disclosure for companies adopting the lease standard prospectively without revising comparative period information.
				Operating	Finance
				leases	leases
	2019			$ 1,253	$	78
	2020			1,039	62
	2021			1,052	30
	2022			841	10
	2023			618	—
	Thereafter			261	—
				$ 5,064	$ 180
						8	INVESTMENT IN JOINT VENTURES
			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.
			The Company accounts for its investment in Pure Sunfarms, in accordance with Accounting Standards Codification (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 50.0% ownership interest and joint power arrangement with Emerald, 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 June 30, 2019 relates primarily to the recovery of the outstanding loan to Pure Sunfarms.
			The Company is required to apply the hypothetical liquidation at book value (“HLBV”) method to determine its allocation of the profits and loss 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 being made by Emerald in accordance with the Delta 2 Option Agreement, the ownership will change each month escrow payment(s) are made. Effective for the quarter and six-month periods ended June 30, 2019, the Company under the hypothetical liquidation method received 62.3% and 61.7%, respectively for each period.
			On July 5, 2018, the Company and Emerald Health Therapeutics Canada Inc. (a subsidiary of Emerald) (together, the “Shareholders”) entered into a Shareholder Loan Agreement (the “Loan Agreement”) with Pure Sunfarms, whereby, as of June 30, 2019, the Shareholders had each contributed $10,602 (CA$13,000) in the form of a demand loan to Pure Sunfarms. Effective January 1, 2019, the loan amounts bear simple interest at the rate of 6.2% per annum, calculated semi-annually. Interest will accrue and be payable upon demand being made by both Shareholders.
			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 million) at the date of contribution. The Company recognized a gain of $13.6 million on the contribution of the fixed assets. As of June 30, 2019, and December 31, 2018, the total investment in Pure Sunfarms of US$35.8 million and US$6.3 million, respectively, was recorded in the consolidated statements of financial position. Following the adoption of ASC 606, the Company measures nonmonetary equity contributions at fair value, which provides for recognizing a gain or loss upon the de-recognition of the nonmonetary assets. This is contrary to the non-monetary contribution of Delta 3 whereby a gain could not be recognized, and the investment was recognized at net book value, as at the time ASC 606 was not applicable.
		9

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			The Company’s share of the joint venture consists of the following:
	Balance, January 1, 2018			$ 6,511
	Share of net loss for the year			(171)
	Balance, December 31, 2018			$ 6,341
	Balance, January 1, 2019			$ 6,341
	Investments in joint venture			18,717
	Share of net income for the period			10,747
	Balance, June 30, 2019			$35,805
			Summarized financial information of Pure Sunfarms:
					June 30, 2019	December 31, 2018
						Current assets
	Cash and cash equivalents (including restricted cash)				$	14,249	$			1,731
	Trade receivables				11,812		962
	Inventory				9,653		5,101
	Other current assets							449	730
						Non-current assets	83,230		49,074
						Current liabilities
	Trade payables				(1,981)		(6,862)
	Borrowings due to joint venture partners				(22,576)		(21,686)
	Other current liabilities				(8,077)		(380)
						Non-current liabilities
	Borrowings – long term				(13,754)		—
						Net assets	$	73,005	$			28,670
			Summarized financial information of Pure Sunfarms:
					June 30, 2019	December 31, 2018
						Reconciliation of net assets:Accumulated retained earnings
					$	16,688	$			(734)
						Contributions from joint venture partners	55,762		31,008
						Currency translation adjustment		555	(1,604)
						Net assets	$	73,005	$			28,670
			Summarized financial information of Pure Sunfarms:
								Three months ended	Six months ended
								June 30,	June 30,
								2019	2018			2019	2018
			Revenue					$24,244	$ —			$35,045	$	—
			Cost of sales*					(3,956) —	(7,774) —
			Gross Margin					20,288	—			27,271	—
			Selling, general and administrative expenses					(1,786)	(589)			(2,785)	(1,025)
			Income (loss) from operations					18,502	(589)			24,486	(1,025)
			Interest expense, net					(293) 1	(293) 1
			Foreign exchange gain					(25)	60			14	21
			Other income, net							4	—		13		—
			Income (loss) before taxes					18,188	(528)			24,220	(1,003)
			(Provision for) recovery of income taxes					(5,169)	—			(6,798)	—
			Net Income (loss)					$13,019	$(528)			$17,422	$(1,003)
											* Included in cost of sales for the three and six months ended June 30, 2019 is US$387 and USD$845, respectively, of depreciation expense. There was
			no depreciation included in cost of sales for the three and six months ended June 30, 2018.
		10

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			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 approximately US$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.
			On March 25, 2019, the Company entered into a Grid Loan Agreement (the “Grid Loan”) with VF Hemp, whereby, as of June 30, 2019, the Company had advanced $5,066 in the form of a grid loan to VF Hemp. The Grid Loan has a maturity date of March 25, 2022, and will bear simple interest at the rate of 8% per annum, calculated monthly (note 10).
			The Company’s share of the joint venture consists of the following:
	Balance, beginning of the period			$ —
	Investments in joint venture			7
	Share of net loss			(133)
	Share of losses applied against joint venture note receivable			126
	Balance, June 30, 2019			$ —
			Summarized financial information of VF Hemp:
	Current assets
	Cash and cash equivalents			$	73
	Inventory			2,486
	Prepaid expenses			1,439
	Non-current assets			2,805
	Current liabilities			(1,805)
	Non-current liabilities			(5,193)
	Net assets			$ (195)
	Reconciliation of net assets:Net loss for the six months ended June 30, 2019
				$(205)
	Contributions from joint venture partners			10
	Net assets			$(195)
			Arkansas Valley Green and Gold Hemp
			On May 21, 2019, the Company entered into a joint venture with Arkansas Valley Hemp, LLC (“AV Hemp”) for the objective of outdoor cultivation of high percentage cannabidiol (CBD) hemp and CBD extraction in Colorado. The joint venture, AVGG Hemp, is 60% owned by the Company, 35% owned by AV Hemp, and 5% owned by VF Hemp.
			Under the terms of the AVGG Hemp Joint Venture Agreement, the Company will lend approximately US$5 million to AVGG Hemp for start-up costs and working capital. The loans bear simple interest at the rate of 8% per annum, calculated monthly (note 10). To the extent cash is available from positive cash flow, the AVGG Hemp has agreed to repay the Company with respect to any such loans, in the range of $2 million to $5 million in the initial two years following the formation of AVGG Hemp. As of June 30, 2019, the Company had loaned AVGG Hemp approximately $542.
		11

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			The Company accounts for its investment in AVGG 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 AVGG Hemp through its 60% ownership interest and joint power arrangement with AV Hemp.
			The Company’s share of the joint venture consists of the following:
	Balance, beginning of the period			$—
	Investments in joint venture			6
	Share of net loss			(16)
	Losses applied against joint venture note receivable			10
	Balance, June 30, 2019			$—
			Summarized financial information of AVGG Hemp:
	Current assets
	Cash and cash equivalents			$ 10
	Inventory			533
	Other current assets			—
	Current liabilities			(17)
	Non-current liabilities			(560)
	Net assets			$ (34)
	Reconciliation of net assets:Net loss for the six months ended June 30, 2019
				$(44)
	Contributions from joint venture partners			10
	Net assets			$(34)
			Summarized joint ventures’ information:
		Investment in joint ventures				Investment in joint ventures
					as of June 30, 2019	as of December 31, 2018
							Pure Sunfarms	$						35,805	$			6,341
							VF Hemp	—	—
							AVGG Hemp	—	—
							Total	$						35,805	$			6,341
										Equity earnings (losses) from unconsolidated entities
								Three months ended June 30,	Six months ended June 30,
								2019	2018	2019							2018
			Pure Sunfarms					$		8,105	$	(265) $	10,747						$ (563)
			VF Hemp							(104)	—			(133)		—
			AVGG Hemp							(16)	—			(21)		—
			Total					$		7,985	$	(265) $	10,593						$ (563)
												9	DEBT
			The Company has a Term Loan financing agreement with a Canadian creditor (“FCC Loan”). The non-revolving variable rate term loan has a maturity date of May 1, 2021 and a balance of $32,845 as of June 30, 2019. The outstanding balance is repayable by way of monthly installments of principal and interest based on an amortization period of 15 years, with the balance and any accrued interest to be paid in full on May 1, 2021. As of June 30, 2019, and December 31, 2018, borrowings under the FCC Loan agreement were subject to an interest rate of 7.076% and 7.082%, respectively, which is determined based on the Company’s Debt to EBITDA ratio and the applicable LIBOR rate.
		12

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			The Company’s subsidiary VFCE has a loan agreement with a Canadian Chartered Bank that includes a non-revolving fixed rate loan of CA$3.0 million with a maturity date of June 2023 and fixed interest rate of 4.98%. As of June 30, 2019, and December 31, 2018, the balance was US$1,219 and US$1,279, respectively. The loan agreement also includes an uncommitted, non-revolving credit facility for up to CA$300 to cover Letters of Guarantee issued by the bank on behalf of the Company, with a maximum term of 365 days, renewable annually. The loan agreement also includes an uncommitted credit facility for up to CA$700 to support financing of certain capital expenditures. The Company received an initial advance of CA$250 in October 2017. Each advance is to be repaid on a five-year, straight-line amortization of principal, repaid in monthly installments of principal plus interest at an interest rate of CA$ prime rate plus 200 basis points. As of June 30, 2019, and December 31, 2018, the balance was US$127 and US$138, respectively.
			The Company has a line of credit agreement with a Canadian Chartered Bank (“Operating Loan”). The revolving Operating Loan has a line of credit up to CA$13,000 and variable interest rates with a maturity date on May 31, 2021 and is subject to margin requirements stipulated by the bank. As of June 30, 2019, and December 31, 2018, US$5,000 and US$2,000, respectively, was drawn on this facility, which is available to a maximum of CA$13,000, less outstanding letters of credit totaling US$150 and CA$38.
			The Company’s borrowings (“Credit Facilities”) are subject to certain positive and negative covenants. As of June 30, 2019 the Company was in compliance with all covenants on its Credit Facilities.
			Accrued interest payable on the credit facilities and loans as of June 30, 2019 and December 31, 2018 was $177 and $184, respectively, and these amounts are included in accrued liabilities in the interim statement of financial position.
			As collateral for the FCC Loan, the Company has provided promissory notes, a first mortgage on the VFF-owned greenhouse properties (excluding the Delta 3 and Delta 2 greenhouse facilities), and general security agreements over its assets. In addition, the Company has provided full recourse guarantees and has granted security therein. The carrying value of the assets and securities pledged as collateral as of June 30, 2019 and December 31, 2018 was $140,204 and $105,200, respectively.
			As collateral for the Operating Loan, the Company has provided promissory notes and a first priority security interest over its accounts receivable and inventory. In addition, the Company has granted full recourse guarantees and security therein. The carrying value of the assets pledged as collateral as of June 30, 2019 and December 31, 2018 was $35,107 and $36,248, respectively.
			The aggregate annual principal maturities of long-term debt for the next five years and thereafter are as follows:
	Remainder of 2019			$ 1,718
	2020			3,426
	2021			28,567
	2022			344
	2023			175
	Thereafter			—
				$34,230
					10	FINANCIAL INSTRUMENTS
		13

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			The Company records accounts receivable, accounts payable, accrued liabilities and debt at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.
				11	RELATED PARTY TRANSACTIONS AND BALANCES
			On February 13, 2019, the Company announced that Pure Sunfarms had entered into a credit agreement with Bank of Montreal, as agent and lead lender, and Farm Credit Canada, as lender, in respect of a CA$20 million secured non-revolver term loan (the “Credit Facility”). The Credit Facility, which matures on February 7, 2022, is secured by the Delta 3 facility, and contains customary financial and restrictive covenants. The Company is not a party to the Credit Facility but has provided a limited guarantee in the amount of CA$10 million in connection with the Credit Facility.
			As of June 30, 2019 and December 31, 2018, the Company had amounts due from its joint venture, Pure Sunfarms, totaling $168 and $1,079, respectively, primarily for consulting services and the reimbursement of expenses which occurred in the year. These amounts are non-interest bearing and due on demand. On July 5, 2018, the Shareholders entered into a Loan Agreement with Pure Sunfarms, whereby, as of June 30, 2019, the Shareholders had each contributed CA$13,000 (US$10,602) in the form of a demand loan to Pure Sunfarms. Effective January 1, 2019, the loan amounts bear simple interest at the rate of 6.2% per annum, calculated semi-annually. Interest is accrued and payable on demand being made by either Shareholder. Prior to January 1, 2019, the loan amount bore interest at the rate of 8.0%. These amounts are included in amounts due from joint venture in the interim statements of financial position.
			On March 25, 2019, the Company entered into a Grid Loan Agreement (the “Grid Loan”) with VF Hemp, whereby, as of June 30, 2019, the Company had contributed $5,066 in the form of a grid loan to VF Hemp. The Grid Loan has a maturity date of March 25, 2022, and will bear simple interest at the rate of 8% per annum, calculated monthly.
			Under the terms of the AVGG Hemp Joint Venture Agreement, the Company will lend approximately US$5 million to AVGG Hemp for start-up costs and working capital. The loans will bear simple interest at the rate of 8% per annum, calculated monthly. As of June 30, 2019, the Company had loaned AVGG Hemp approximately $542.
			Amounts due from the joint ventures, including interest, as of June 30, 2019 and December 31, 2018 and included in the statements financial position:
					June 30, 2019	December 31, 2018
							Pure Sunfarms	$	10,602	$		10,873
							VF Hemp	5,066			—
							AVGG Hemp		542	—
							Total	$	16,210	$		10,873
			One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $56 and $58 in salary and benefits during the six months ended June 30, 2019 and 2018, respectively.
			Included in other assets as at December 31, 2018 is a $64 promissory note that represents the unpaid amount the Company advanced to an employee in connection with a relocation at the request of the Company. The promissory note was paid in full June 10, 2019.
		14

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			12	INCOME TAXES
				Income tax expense 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 six months ended June 30, 2019 was 24%, and 25% for the six months ended June 30, 2018.
			13	SEGMENT AND GEOGRAPHIC INFORMATION
				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. Management has determined that the Company operates in three segments. The Company’s three segments include the Produce business, the Energy business and the Company’s cannabis and hemp segment. The Produce business produces, markets, and sells the product group which consists of premium quality tomatoes, bell peppers and cucumbers. The Energy business produces power that it sells per a long-term contract to its one customer. For segment information regarding the Company’s cannabis and hemp segment refer to Note 7 – Investments – Equity Method and Joint Ventures.
				The Company’s primary operations are in the United States and Canada. Segment information for the three and six months ended June 30, 2019 and 2018:
					Three months ended June 30,	Six months ended June 30,
					2019		2018	2019		2018
				Sales
				Produce – U.S.	$ 33,661		$ 32,892	$ 61,860		$ 60,318
				Produce – Canada	7,423		8,693	10,802		10,232
				Energy – Canada					245	454	557		979
					$ 41,329		$ 42,039	$ 73,219		$ 71,529
				Interest expense
				Produce – U.S.	$				32	$			9	$			65	$	19
				Produce – Canada					618	678	1,261		1,275
				Energy – Canada					19	23				37	47
					$				669	$	710	$	1,363		$	1,341
				Interest income
				Corporate	$				211	$	—	$	347		$	14
					$				211	$	—	$	347		$	14
				Depreciation
				Produce – U.S.	$	1,005		$	1,139	$	2,025		$	2,333
				Produce – Canada					328	388	747		778
				Energy – Canada					227	195	455		412
					$	1,560		$	1,722	$	3,227		$	3,523
				Gross margin
				Produce – U.S.	$	(5,441)		$	(2,388)	$ (4,736)		$	1,254
				Produce – Canada	2,678		3,251	2,738		3,123
				Energy – Canada	(207)		26	(297)		100
					$	(2,970) $		889	$ (2,295) $		4,477
		15

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			Total assets	June 30, 2019	December 31, 2018
	United States			$	86,418	$	79,126
	Canada			85,446		58,690
	Energy - Canada			3,447		3,632
				$ 175,311	$	141,448
			Property, plant and equipment	June 30, 2019	December 31, 2018
	United States			$	41,585	$	42,886
	Canada			19,952		25,933
	Energy – Canada			3,134		3,369
				$	64,671	$	72,188
							14	INCOME (LOSS) PER SHARE
								Basic and diluted net income per ordinary share is calculated as follows:
									Three months ended June 30,	Six months ended June 30,
				2019						2018	2019					2018
								Numerator:Net income (loss)
									$	3,716						$	(3,060)	$ 10,182					$ (3,662)
								Denominator:Weighted average number of common shares - Basic
				48,825						43,336	48,322					42,894
								Effect of dilutive securities- share-based employee options and awards	1,887	—	1,837					—
								Weighted average number of common shares - Diluted	50,712						43,336	50,159					42,894
								Antidilutive options and awards	2,612						2,197	310					2,197
								Net income (loss) per ordinary share:Basic
									$	0.08						$	(0.07) $	0.21				$	(0.09)
								Diluted	$	0.07						$	(0.07) $	0.20				$	(0.09)
							15	SHARE-BASED COMPENSATION PLAN
								Share-based compensation expense for the three and six months ended June 30, 2019 was $701 and $1,997, respectively. Share-based compensation expense for the three and six months ended June 30, 2018 was $138 and $256, respectively.
								Stock option activity for the six months ended June 30, 2019 is as follows:
					Weighted
					Average
													Weighted	Remaining						Aggregate
												Number of	Average	Contractual						Intrinsic
									Options	Exercise Price	Term (years)						Value
								Outstanding at December 31, 2018				2,164,999	CA$						2.10	5.69				$ 5,553
								Granted	510,000	CA$ 16.32		9.94					$	—
								Exercised	(52,782) CA$	1.41	6.19					$	789
								Forfeited	(10,001) CA$	2.20	—	$					128
								Outstanding at June 30, 2019				2,612,216	CA$						4.88	6.04				$27,436
								Exercisable at June 30, 2019				1,815,218	CA$						1.60	4.61				$24,321
								During the six months ended June 30, 2019, 355,000 performance-based shares were granted to employees and directors involved with future developments of the Company. Once a performance target is met and the share units are deemed earned and vested, compensation expense based on the fair value of the share units on the grant date is recorded in selling, general and administrative expenses in the interim statements of income.
		16

Notes to Condensed Consolidated Interim Financial Statements
	(In thousands of United States dollars, except share and per share amounts, unless otherwise noted)
		(Unaudited)
			Performance-based share activity for the six months ended June 30, 2019 was as follows:
				Number of	Weighted Average
				Performance-based	Grant Date Fair
				Restricted Share Units	Value
						Outstanding at December 31, 2018	1,056,666	CA$		5.56
						Earned but unissued at December 31, 2018	175,333	CA$		5.08
	Issued			355,000	CA$		14.94
	Exercised			(278,333) CA$			5.72
	Forfeited/expired							(5,000) CA$	5.79
						Outstanding at June 30, 2019	1,128,333	CA$		9.20
						Exercisable at June 30, 2019		94,333	CA$		6.09
									16	COMMITMENT AND CONTINGENCIES
			In the normal course of business, the Company and its subsidiaries may become defendants in certain employment claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company’s business, financial condition or results of operations.
		17