UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[    ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended __________    Commission File Number __________

Village Farms International, Inc.

(Exact name of Registrant as specified in its charter)

 

[British Columbia], Canada   2833   N/A

(Province or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer Identification

Number)

4700-80th Street

Delta, British Columbia V4K 3N3

Canada

(407) 936-1190

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
Common Shares, no par value   The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

 

[    ] Annual information form   [    ] Audited annual financial statements


Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. N/A

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

[X] Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [    ]

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


 

EXPLANATORY NOTE

Village Farms International, Inc. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

This Registration Statement and the Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect management’s expectations with respect to future events, the Registrant’s financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, future developments; use of funds; and the business and operations of the Registrant. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “proposed” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued development, marketing and sales as well as those factors discussed under the heading “Risk Factors” in the Registrant’s Annual Information Form for the year ended December 31, 2017, included as Exhibit 99.10 to this Registration Statement, and those discussed under the heading “Risks and Uncertainties” in the Registrant’s management’s discussion and analysis for the three months ended September 30, 2018 included as Exhibit 99.55 to this Registration Statement. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although the management and officers of the Registrant believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date


hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. Accordingly, for the reasons set forth above, the forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant currently prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.01 through 99.66, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.49, Exhibits 99.58 to 99.62 and Exhibit 99.65, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2017, attached hereto as Exhibit 99.10.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2017, based upon the daily exchange rate as quoted by the Bank of Canada was Cdn.$1.00 = U.S.$0.7965.


CONTRACTUAL OBLIGATIONS

The following table lists, as of December 31, 2017, information with respect to the Registrant’s known contractual obligations (in thousands):

 

     Payments due by period  

Contractual Obligations

   Total      Less than
1 year
     1-3 years      3-5 years      More than
5 years
 

Long-term debt, net of fees

   $ 38,380      $ 2,620      $ 6,785      $ 28,805      $ 170  

Trade payables

   $ 12,952      $ 12,952      $      $      $  

Accrued liabilities

   $ 3,793      $ 3,793      $      $      $  

Obligation under capital lease

   $ 251      $ 72      $ 179      $      $  

Other liabilities

   $ 1,097      $      $ 1,097      $      $  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 56,473      $ 19,437      $ 8,061      $ 28,805      $ 170  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  VILLAGE FARMS INTERNATIONAL, INC.
By:  

/s/ Michael D. DeGiglio

  Name:   Michael D. DeGiglio
  Title:   Chief Executive Officer

Date: January 18, 2019

 


EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit   

Description

99.01   

Disclosure under Early Warning Requirement dated January  11, 2018

99.02   

News Release dated January 11, 2018

99.03   

News Release dated January 12, 2018

99.04   

News Release dated January 24, 2018

99.05   

News Release dated March 5, 2018

99.06   

News Release dated March 14, 2018

99.07   

News Release dated March 19, 2018


99.08   

Certification of Annual Filings Full Certificate by CEO dated April 2, 2018

99.09   

Certification of Annual Filings Full Certificate by CFO dated April 2, 2018

99.10   

Annual Information Form dated April 2, 2018

99.11   

Consolidated Financial Statements for the year ended December  31, 2017 and December 31, 2016

99.12   

Management’s Discussion and Analysis for the year ended December 31, 2017

99.13   

News Release dated April 2, 2018

99.14   

Notice of Intention to Distribute Securities dated April  2, 2018

99.15   

Notice of the Meeting and Record Date dated April 6, 2018

99.16   

News Release dated April 12, 2018

99.17   

News Release dated April 30, 2018

99.18   

News Release dated May 10, 2018

99.19   

Certification of Interim Filings Full Certificate by CEO dated May 14, 2018

99.20   

Certification of Interim Filings Full Certificate by CFO dated May 14, 2018

99.21   

Interim Consolidated Financial Statements for the three and six months ended March 31, 2018 and March 31, 2017

99.22   

Management’s Discussion and Analysis for the three months ended March 31, 2018

99.23   

News Release dated May 14, 2018

99.24   

Form of Proxy - Annual General and Special Meeting to be held on June 14, 2018

99.25    Noticed of Meeting and Management Information Circular dated May 16, 2018
99.26   

Notice of Meeting dated May 16, 2018

99.27   

News Release dated May 18, 2018

99.28   

News Release dated May 24, 2018

99.29   

News Release dated June 14, 2018

99.30   

Report of Voting Results dated June 14, 2018

99.31   

Notice of Intention to Distribute Securities dated June  20, 2018

99.32   

News Release dated June 27, 2018

99.33   

Disclosure under Early Warning Requirement dated June 29, 2018

99.34   

News Release dated June 29, 2018

99.35   

News Release dated July 30, 2018

99.36   

News Release dated August 8, 2018

99.37   

News Release dated August 14, 2018

99.38   

Certification of Interim Filings Full Certificate by CEO dated August 15, 2018

99.39   

Certification of Interim Filings Full Certificate by CFO dated August 15, 2018

99.40   

Interim Consolidated Financial Statements for the three and six months ended June 30, 2018 and June 30, 2017

99.41   

Management’s Discussion and Analysis for the three months ended June 30, 2018

99.42   

News Release dated August 21, 2018

99.43   

News Release dated August 23, 2018

99.44   

News Release dated September 6, 2018

99.45   

News Release dated September 24, 2018

99.46   

Material Change Report dated September 25, 2018

99.47   

News Release dated September 25, 2018

99.48   

Underwriting Agreement dated September 27, 2018

99.49   

Consent of PricewaterhouseCoopers LLP dated October 4, 2018

99.50   

Final short form prospectus - English

99.51   

News Release dated October 12, 2018

99.52   

News Release dated October 15, 2018

99.53   

News Release dated November 7, 2018

99.54   

Interim Consolidated Financial Statements for the three and nine months ended September 30, 2018 and September 30, 2017

99.55   

Management’s Discussion and Analysis for the three months ended September 30, 2018

99.56   

News Release dated November 12, 2018

99.57   

Certification of Interim Filings Full Certificate by CFO dated November 12, 2018

99.58   

Certification of Interim Filings Full Certificate by CEO dated November 12, 2018

99.59   

Consent letter of issuer’s legal counsel

99.60   

Consent letter of underwriters’ legal counsel

99.61   

Consent letter of issuer’s legal counsel

99.62   

Consent letter of underwriters’ legal counsel

99.63   

News Release dated December 10, 2018

99.64   

News Release dated December 13, 2018

99.65   

Consent of PricewaterhouseCoopers LLP dated January 18, 2019

99.66   

News Release dated December 20, 2018


EX-99.01

Exhibit 99.01

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

Item 1 – Security and Reporting Issuer

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

Common shares

Village Farms International, Inc.

4700 – 80th Street

Delta, British Columbia

V4K 3N3

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

The transactions took place through exchange facilities on January 11, 2018.

Item 2 – Identity of the Acquiror

2.1 State the name and address of the acquiror.

Mastronardi Holdings Limited (“MHL”)

2100 Road 4 East

Kingsville, Ontario

N9Y 2E5

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

A disposition of common shares occurred through exchange facilities at a price of Cdn.$7.90 per common share for an aggregate sale price of Cdn.$41,454,460.00.

2.3 State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities.

Disposition of 5,247,400 common shares on January 11, 2018, representing an aggregate of approximately 12.48% of the issued and outstanding common shares.


3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

MHL disposed of ownership of the common shares.

3.3 If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Immediately before the dispositions, MHL owned 5,247,400 common shares representing approximately 12.48% of the issued and outstanding common shares. Following the disposition, MHL no longer holds any common shares of Village Farms.

3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

(a) the acquiror, either alone or together with any joint actors, has ownership and control,

See Item 3.4.

(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Nil.

(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Nil.

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

Not applicable.

 

2


State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

The disposition occurred through exchange facilities at a price of Cdn.$7.90 per common share for an aggregate sale price of Cdn.$41,454,460.00

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

Not applicable.

4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

3


(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

(f) a material change in the reporting issuer’s business or corporate structure;

(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

(j) a solicitation of proxies from securityholders;

(k) an action similar to any of those enumerated above.

Not applicable.

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

In connection with the disposition, MHL has agreed to a 60 day lockup period during which MHL and those associated with it will not trade, dispose or deal with any common shares of Village Farms International, Inc. unless the prior written consent of the buyer is obtained by MHL or MHL tenders common shares to an unsolicited takeover bid.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

 

4


Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

Certificate

I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

Date: January 11, 2018

 

MASTRONARDI HOLDINGS LIMITED
By:  

“Steve Attridge”

  Name: Steve Attridge
  Title: Chief Financial Officer

 

5


EX-99.02

Exhibit 99.02

FOR IMMEDIATE RELEASE

MASTRONARDI HOLDINGS LIMITED REDUCES HOLDINGS OF VILLAGE FARMS

INTERNATIONAL, INC.

KINGSVILLE, ONTARIO – January 11, 2018 – Mastronardi Holdings Limited (“MHL”) announces that today it disposed of 5,247,400 common shares of Village Farms International, Inc. (“Village Farms”), representing an aggregate of approximately 12.48% of the issued and outstanding common shares. Following the disposition, MHL no longer holds any common shares of Village Farms. The disposition occurred through exchange facilities at a price of Cdn.$7.90 per common share for an aggregate sale price of Cdn.$41,454,460.00.

MHL is located at 2100 Road 4 East, Kingsville, Ontario, Canada, N9Y 2E5. For further information, or to obtain a copy of the early warning report to be filed by MHL, please contact Steve Attridge at 519-326-1491. Village Farms is listed on the Toronto Stock Exchange under the symbol “VFF” and its head office is located at 4700 – 80th Street, Delta, British Columbia, Canada, V4K 3N3.

* * *


EX-99.03

Exhibit 99.03

Village Farms International Advises of Disposition of Shares by Unrelated Third Party

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Vancouver, BC, January 12, 2018 – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (OTCQX: VFFIF) today announced that on January 11, 2018 Mastronardi Holdings Limited (“MHL”), an unrelated third party, through exchange facilities disposed of 5,247,400 common shares of Village Farms, representing the entirety of its remaining position such that MHL no longer holds any common shares of Village Farms. The disposition follows on dispositions by MHL of 210,600 common shares and 2,275,000 Village Farms common shares on December 4, 2017 and December 21, 2017 respectively. Immediately prior to the disposition on December 4, 2017, MHL owned 7,733,000 common shares representing approximately 18.40% of the issued and outstanding common shares of Village Farms.

“MHL, owners of Mastronardi Produce, originally acquired its 7,733,000 million share position in March 2016 when Village Farms was focused exclusively on its produce business,” said Michael DeGiglio, Chief Executive Officer, Village Farms International, Inc. “As we expand on our existing North American produce business and diversify into cannabis production in Canada through our joint venture, Pure Sunfarms Corp., we are pleased to transition MHL’s ownership to institutional investors who recognize Village Farms’ significant opportunities in the Canadian cannabis industry as one of the largest and most experienced greenhouse growers in the country.”

About Village Farms International, Inc.

Village Farms International, Inc. is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. With more than 750 years of accumulated master grower experience coupled with advanced proprietary technology and environmentally sustainable growing practices, Village Farms is highly resource efficient. Village Farms produces and distributes fresh, premium-quality produce with consistency 365-days a year to national grocers in the U.S. and Canada from its large-scale Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in BC, Ontario and Mexico.

Cautionary Language

Certain statements in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning: (i) the Offering; (ii) the use of the proceeds of the Offering; (iii) results of the completion of the Offering; and (iv) the Company’s financial position in the future. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Although the Company believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of required regulatory approvals. Details of the risk factors relating to the Company and its business are discussed under the heading “Risk Factors” set out in the Company’s annual information form and management’s discussion and analyses for the year ended December 31, 2016, and for the three and nine months ended September 30, 2017, which are available electronically at www.sedar.com. Actual results may differ materially from any forward-looking statements. Although the Company believes that its forward-looking statements contained in this press release are based upon reasonable assumptions, you cannot be assured that actual results will be consistent with these forward-looking statements. These forward- looking statements are made as of the date of this press release, and other than as specifically required by applicable law, the Company does not assume any obligation to update or revise them to reflect new information, events or circumstances.

SOURCE Village Farms International, Inc.

View original content: http://www.newswire.ca/en/releases/archive/January2018/12/c3624.html

%SEDAR: 00029410E

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936- 1190, ext. 340; Lawrence Chamberlain, Investor Relations, (416) 519-4196, lawrence.chamberlain@loderockadvisors.com

CO: Village Farms International, Inc.

CNW 07:00e 12-JAN-18


EX-99.04

Exhibit 99.04

Village Farms International, Inc. Named to 2018 OTCQX Best 50

/NOT FOR DISTRIBUTION OVER THE UNITED STATES WIRE SERVICES/

VANCOUVER, Jan. 24, 2018 /CNW/ - Village Farms International, Inc. (Village Farms) (TSX:VFF) (OTCQX:VFFIF), is pleased to announce it has been named to the 2018 OTCQX® Best 50,aranking of top performing companies traded on the OTCQX Best Market last year.

The OTCQX Best 50 is an annual ranking of the top 50 U.S .and international companies traded on the OTCQX market. The ranking is calculated based on an equal weighting of one-year total return and average daily dollar volume growth in the previous calendar year. Companies in the 2018 OTCQX Best 50 were ranked based on their performance in 2017.

“Our ranking as the fourth best performing company traded on the OTCQX in 2017 – up from17th prior year – reflects our position as one of the largest vertically integrated greenhouse growers In North America alongside our ability to leverage our 30 years of experience to capitalize on new opportunities that will drive future profitability and generate long-term shareholder value, “said Michael DeGiglio, CEO, Village Farms International. “We would once again like to acknowledge the OTCQX for its continued support, providing a liquid and efficient market for our many US shareholders.”

For the complete 2018 OTCQX Best 50 ranking, visit http://bit.ly/OTCQX-best50-2018

The OTCQX Best Market offers transparent and efficient trading of established, investor-focused U.S. and global companies. To qualify for the OTCQX market, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws and have a professional third-party sponsor introduction. The companies found on OTCQX are distinguished by the integrity of their operations and diligence with which they convey their qualifications.

About Village Farms International, Inc.

Village Farms is one of the largest producers, marketers, and distributors of premium-quality, greenhouse-grown fruits and vegetables in North America. The food our farmers grow, along with other greenhouse farmers under exclusive arrangements are all grown in environmentally friendly, soil-less, glass greenhouses. The Village Farms® brand of fruits and vegetables is marketed and distributed primarily to local retail grocer sand dedicated fresh food distributors throughout the United States and Canada. Since its inception, Village Farms has been guided by sustainability principles that enable us to grow food 365 days a year that not only feeds the growing population but is healthier for people and the planet. Village Farms is Good for the Earth® and good for you.

SOURCE Village Farms International, Inc.

View original content: http://www.newswire.ca/en/releases/archive/January2018/24/c4374.html

%SEDAR: 00029410E

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936- 1190,ext. 340; Lawrence Chamberlain, Investor Relations, (416) 519-4196, lawrence.chamberlain@loderockadvisors.com

CO: Village Farms International, Inc.

CNW 08:00e 24-JAN-18

 


EX-99.05

Exhibit 99.05

Village Farms International and Emerald Health Therapeutics Announce Cannabis Cultivation License for 1.1 Million ft2 Delta 3 Greenhouse Operation

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES/

– Unmatched Experience and Expertise and Optimized Facility Design Will Support Continuous Production and

Consistent Quality and Supply –

VANCOUVER, March 5, 2018 /CNW/ – Village Farms International, Inc. (Village Farms) (TSX:VFF) (OTCQX:VFFIF) and Emerald Health Therapeutics, Inc. (Emerald) (TSXV: EHT; OTCQX: EMHTF) today announced that Health Canada has issued a Cultivation Licence for their co-owned Delta 3 greenhouse operation (the “Joint Venture”) under Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”). This optimally-designed 1.1 million ft2 cannabis growing facility is located in one of the best growing climates in Canada in Delta, BC, and is conservatively projected to produce 75,000 kg of quality cannabis annually at full production.

Village Farms and Emerald aim for the Joint Venture to be one of the most consistent and reliable suppliers of quality cannabis products to wholesalers, distributors and retailers across Canada and internationally, with the goal to be the low-cost cannabis Canadian producer at an all-in production cost of less than $1.00 per gram at full production.

The Joint Venture will immediately begin cultivating cannabis in the Delta 3 greenhouse following the transfer of existing starter plants from Emerald and expects to receive its Sales License under ACMPR by July 1, 2018.

“Growing any agricultural crop on a large scale and repeatedly delivering expected quantities and consistent quality, with full regulatory compliance, at a competitive price is an extremely challenging proposition for even the most experienced agricultural producers. The goal is for the Joint Venture to set the standard in this regard in the Canadian cannabis industry and establish itself as a preferred supplier for both the short- and long-terms,” said Michael DeGiglio, CEO, Village Farms International. “In addition to production ramp-up, in 2018 the Joint Venture will focus on product development and developing its marketing strategy to become a vertically integrated leader in the Canadian cannabis market.”

“Our Joint Venture is well positioned to be a leading supplier in the imminent legal adult-use Canadian cannabis market, with potentially significant benefit to each of our companies and our shareholders,” said Avtar Dhillon, MD, Executive Chairman of Emerald. “With Emerald’s in-depth cannabis expertise, Village Farms’ know-how based on innumerable crop cycles over 30-years of large-scale greenhouse growing, and working with global agricultural leaders and high-tech facilities and systems experts, we configured this greenhouse for continuous weekly harvesting year-round, maximum operating efficiencies, and flexibility to adapt to an evolving market. We are accomplishing this on a very capital-efficient basis.”


The Joint Venture is converting the Delta 3 greenhouse operation to cannabis production with meticulous attention to the growing environment and systems, processing areas, and production ramp up, with a particular focus on management of climate and contaminants, optimizing yield, maximizing efficiencies, and achieving continuous year-round production. Key elements of the design, conversion, and operations include:

 

   

Growing system with automation proven in different crops to provide optimal efficiencies;

 

   

Industry-leading HVAC systems reflecting hundreds of aggregate years of climate management experience, with technically advanced data systems;

 

   

High-tech light deprivation and light supplementation systems with individual control of over 15 growing zones within the 1.1 million ft2 footprint;

 

   

Fully automated 90,000 square feet nursery capable of supplying Delta 3 (as well as the 1.1 million ft2 Delta 2 facility should the Joint Venture exercise its option to purchase that facility, as described below);

 

   

State of the art drying, trimming and packaging areas;

 

   

Core upgrades to facility infrastructure;

 

   

Use of an established labour force and proprietary labour tracking systems; and,

 

   

Secure supply of low-cost electricity from BC Hydro sufficient to power Delta 3 at full production (and, if required, to power the Delta 2 facility at full production).

Conversion of the first 250,000 ft2 section of the 1.1 million ft2 Delta 3 greenhouse to cannabis production is substantially complete and is expected to commence production in April 2018. Senior growing and operational personnel, including the established team transferred from Village Farms, are in place for production ramp-up. Conversion of the remainder of the 1.1 million ft2 is underway and the entire facility is expected to be in production in 2019.

The Joint Venture holds options on two additional state-of-the-art greenhouses owned by Village Farms (Delta 2 and Delta 1, with 1.1 million ft2 and 2.6 million ft2 of growing capacity, respectively). Exercising these options would expand the Joint Venture’s production facility to 4.8 million ft2 and make it one of the largest cannabis producers in Canada.

About Emerald Health Therapeutics

Emerald Health Therapeutics, Inc. (TSXV: EMH; OTCQX: EMHTF) operates through Emerald Health Therapeutics Canada Inc. (“EHTC”), a wholly owned subsidiary and Licensed Producer under Canada’s Access to Cannabis for Medical Purposes Regulations. Through EHTC, Emerald is authorized to produce and sell dried cannabis and cannabis oil for medical purposes. It operates an indoor facility in Victoria, BC, and is building a 500,000 ft2 greenhouse on 32 acres in Metro Vancouver, with expansion potential to 1 million ft2 to serve the anticipated legal Canadian adult-use cannabis market starting in 2018. Emerald owns 50% of a Joint Venture with Village Farms International, Inc. that is converting an existing 1.1 million ft2 greenhouse in Delta, BC to grow cannabis. Emerald’s team is highly experienced in life sciences, product development and large-scale agribusiness. Emerald is part of the Emerald Health Group, which is broadly focused on developing pharmaceutical, botanical and nutraceutical products that may provide wellness and medical benefits by interacting with the human body’s endocannabinoid system.

About Village Farms International, Inc.

Village Farms is one of the largest producers, marketers, and distributors of premium-quality, greenhouse-grown fruits and vegetables in North America. The food our farmers grow, along with other greenhouse farmers under exclusive arrangements are all grown in environmentally friendly, soil-less, glass greenhouses. The Village Farms® brand of fruits and vegetables is marketed and distributed primarily to local retail grocers and dedicated fresh food distributors throughout the United States and Canada. Since its inception, Village Farms has been guided by sustainability principles that enable us to grow food 365 days a year that not only feeds the growing population but is healthier for people and the planet. Village Farms is Good for the Earth® and good for you.


Cautionary Language

Certain statements in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning: (i) the Offering; (ii) the use of the proceeds of the Offering; (iii) results of the completion of the Offering; and (iv) the Company’s financial position in the future. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Although the Company believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of required regulatory approvals. Details of the risk factors relating to the Company and its business are discussed under the heading “Risk Factors” set out in the Company’s annual information form and management’s discussion and analyses for the year ended December 31, 2016, and for the three and nine months ended September 30, 2017, which are available electronically at www.sedar.com. Actual results may differ materially from any forward looking statements. Although the Company believes that its forward-looking statements contained in this press release are based upon reasonable assumptions, you cannot be assured that actual results will be consistent with these forward-looking statements. These forward- looking statements are made as of the date of this press release, and other than as specifically required by applicable law, the Company does not assume any obligation to update or revise them to reflect new information, events or circumstances.

SOURCE Village Farms International, Inc.

View original content: http://www.newswire.ca/en/releases/archive/March2018/05/c2840.html

%SEDAR: 00029410E

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936- 1190, ext. 340; Lawrence Chamberlain, Investor Relations, (416) 519-4196, lawrence.chamberlain@loderockadvisors.com

CO: Village Farms International, Inc.

CNW 08:00e 05-MAR-18


EX-99.06

Exhibit 99.06

Village Farms International to Host Fourth Quarter 2017 Financial Results Conference Call on Tuesday, March 20, 2018 at 11:00 a.m. ET (8:00 a.m. PT)

VANCOUVER, March 14, 2018 /CNW/ – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (OTC: VFFIF) today announced it will host a conference call to discuss its fourth quarter 2017 financial results and provide an update on its cannabis joint venture in Canada on Tuesday, March 20, 2018 at 11:00 a.m. ET (8:00 a.m. PT). Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at http://bit.ly/2p3jsyq.

The Company expects to report its fourth quarter 2017 financial results via news release after markets close on Monday, March 19, 2018.

Conference Call Archive Access Information

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial (416) 849-0833 or (855) 859-2056 and enter the passcode 8267239 followed by the pound key. The telephone replay will be available until Tuesday, March 27, 2018 at midnight (ET). The conference call will also be archived on Village Farm’s web site at http://villagefarms.com/investor-relations/investor-calls.

About Village Farms International, Inc.

Village Farms International, Inc. is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. With more than 750 years of accumulated master grower experience coupled with advanced proprietary technology and environmentally sustainable growing practices, Village Farms is highly resource efficient. Village Farms produces and distributes fresh, premium-quality produce with consistency 365-days a year to national grocers in the U.S. and Canada from its large-scale Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in BC, Ontario, and Mexico.

SOURCE Village Farms International, Inc.

View original content: http://www.newswire.ca/en/releases/archive/March2018/14/c1239.html

%SEDAR: 00029410E

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936- 1190, ext. 340; Lawrence Chamberlain, Investor Relations, (416) 519-4196, lawrence.chamberlain@loderockadvisors.com

CO: Village Farms International, Inc.

CNW 07:00e 14-MAR-18


EX-99.07

Exhibit 99.07

Village Farms International Reschedules Fourth Quarter and Year End 2017 Financial Results Conference Call to April 2, 2018 at 11:00 a.m. ET (8:00 a.m. PT)

VANCOUVER, March 19, 2018 /CNW/Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (OTC: VFFIF) today announced it has reschedule its fourth quarter 2017 and year end financial results conference call to Monday, April 2, 2018 at 11:00 a.m. ET (8:00 a.m. PT). Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at http://bit.ly/2p3jsyq.

The Company expects to report its fourth quarter and year end 2017 financial results via news release at approximately 7:00 a.m. ET on Monday, April 2, 2018.

The change in scheduling was made to allow for more time to finalize the 2017 financial statements for the Company’s cannabis joint venture, Pure Sunfarms Corp.

Conference Call Archive Access Information

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial (416) 849-0833 or (855) 859-2056 and enter the passcode 8267239 followed by the pound key. The telephone replay will be available until April 9, 2018 at midnight (ET). The conference call will also be archived on Village Farm’s web site at http://villagefarms.com/investor-relations/investor-calls.

About Village Farms International, Inc.

Village Farms International, Inc. is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. With more than 750 years of accumulated master grower experience coupled with advanced proprietary technology and environmentally sustainable growing practices, Village Farms is highly resource efficient. Village Farms produces and distributes fresh, premium-quality produce with consistency 365-days a year to national grocers in the U.S. and Canada from its large-scale Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in BC, Ontario, and Mexico.

SOURCE Village Farms International, Inc.

View original content: http://www.newswire.ca/en/releases/archive/March2018/19/c6557.html

%SEDAR: 00029410E

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936- 1190, ext. 340; Lawrence Chamberlain, Investor Relations, (416) 519-4196, lawrence.chamberlain@loderockadvisors.com

CO: Village Farms International, Inc.

CNW 10:08e 19-MAR-18


EX-99.08

Exhibit 99.08

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, Michael A. DeGiglio, the Chief Executive Officer of Village Farms International, Inc. certify the following:

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Village Farms International, Inc. (the “issuer”) for the financial year ended December 31, 2017.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

  5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 

5.2

N/A


5.3

N/A

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2017 and ended on December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 2, 2018

“Michael A. DeGiglio”

Michael A. DeGiglio

Chief Executive Officer

Village Farms International, Inc.


EX-99.09

Exhibit 99.09

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, Stephen C. Ruffini, the Chief Financial Officer of Village Farms International, Inc. certify the following:

 

1.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Village Farms International, Inc. (the “issuer”) for the financial year ended December 31, 2017.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

  5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

 

5.2

N/A

 

5.3

N/A


6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 

  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2017 and ended on December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 2, 2018

“Stephen C. Ruffini”

Stephen C. Ruffini

Chief Financial Officer

Village Farms International, Inc.


EX-99.10

Exhibit 99.10

 

LOGO

Village Farms International, Inc.

4700–80th Street

Delta, British Columbia

V4K 3N3

Annual Information Form

For the Year Ended December 31, 2017

April 2, 2018


TABLE OF CONTENTS

 

INTERPRETATION

     1

Glossary of Terms

     1

Interpretation

     3

Market and Industry Data

     3

Intercorporate Relationships

     3

GENERAL DEVELOPMENT OF THE COMPANY

     4

History

     4

Tomato Suspension Agreement – Mexico

     5

Refinancing

     5

Purchase of Maxim Power (B.C.) Inc.

     6

Formation of Pure Sunfarms Corp.

     6

INDUSTRY OVERVIEW

     8

Greenhouse Vegetable Industry Overview

     8

Cannabis Industry Overview

     9

DESCRIPTION OF THE BUSINESS

     11

Overview

     11

Core Operating Principle

     11

Greenhouse Facilities and Products

     12

Sales, Marketing and Distribution

     12

Production and Packaging Process

     14

Product Development and Specialization

     14

Product Pricing

     14

Intellectual Property

     15

Competition

     15

Employees

     15

Capital Expenditures

     15

Energy Management Strategy

     16

Foreign Exchange Strategy

     16

Environmental and Regulatory Matters

     16

British Columbia Vegetable Marketing Commission

     17

Agency and Producer Licenses

     17

Quota

     17

CAPITAL STRUCTURE

     18

Common Shares

     18

Special Shares

     18

Preferred Shares

     18

Warrants

     18

Retained Interest of Michael DeGiglio

     19

Book Entry System

     19

Financial Year End

     19

CREDIT FACILITIES

     19

Credit Facilities

     19

RISK FACTORS

     20

Risks Relating to the Company

     20

Risks Relating to the Joint Venture

     25

Risks Related to Tax

     30

 

- i -


DIVIDENDS

     31

Dividend Policy

     31

Historical Distributions

     31

MARKET FOR SECURITIES

     31

Trading Price and Volume

     31

DIRECTORS AND MANAGEMENT

     32

Board Committees

     33

Cease Trade Orders or Bankruptcies

     34

Penalties or Sanctions

     34

Personal Bankruptcies

     34

Conflicts of Interest

     35

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     35

TRANSFER AGENT AND REGISTRAR

     35

EXPERTS

     35

MATERIAL CONTRACTS

     35

AUDIT COMMITTEE INFORMATION

     36

Charter of the Audit Committee

     36

Composition of the Audit Committee

     36

Prior Approval Policies and Procedures

     36

External Auditor Service Fees

     36

ADDITIONAL INFORMATION

     36

 

- ii -


FORWARD-LOOKING STATEMENTS

Certain statements contained in this annual information form constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements may relate to the Company’s future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable industry or the cannabis industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this annual information form include, but are not limited to, statements with respect to: product pricing; maintaining profitability; risks inherent in the agricultural business; natural catastrophes; retail consolidation; covenant risk; dependence upon credit facilities; competition; transportation disruptions; labour; governmental regulations; product liability; key executives; uninsured and underinsured losses; vulnerability to rising energy costs; risks of regulatory change; environmental, health and safety risk, foreign exchange exposure, risks associated with cross-border trade; technological advances; accounting estimates; growth; tax risks; and risks related to the Joint Venture, including the Joint Venture’s ability to obtain licenses under the ACMPR, risks relating to conversion of the Company’s greenhouses to cannabis production, and the ability to cultivate and distribute cannabis.

The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs, including that the Canadian economy will remain stable over the next 12 months, that inflation will remain relatively low, that interest rates will remain stable, that tax laws remain unchanged, that conditions within the greenhouse vegetable and cannabis industries generally will be consistent with the current climate, that recreational cannabis consumption will be approved by the Canadian government during 2018 and that the Canadian capital markets will provide the Company with access to equity and/or debt at reasonable rates when required.

Although the forward-looking statements contained in this annual information form are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company’s filings with securities regulators, including this annual information form and management’s discussion and analysis.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this annual information form relate only to events or information as of the date on which the statements are made in this annual information form. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.


INTERPRETATION

Glossary of Terms

“ACMPR” means the Access to Cannabis for Medical Purposes Regulations;

“APDI means Agro Power Development, Inc., a Delaware corporation;

Bank” means the Canadian chartered bank referred to under “Credit Facilities”;

BCVMC” means the British Columbia Vegetable Marketing Commission;

Business” means the businesses carried on by the Company and its subsidiaries;

CBCA” means the Canada Business Corporations Act, as amended;

CDS” means CDS Clearing and Depository Services Inc.;

CDS Participant” means a participant in the CDS depository service;

Combination Transaction” means the combination transaction which closed on October 18, 2006 whereby the businesses of Hot House Growers Inc. and Village Farms were combined;

Company” means Village Farms International, Inc. and, as the context requires, Village Farms International, Inc. together with its subsidiaries;

Compensation Plan” means the share based compensation plan of the Company adopted on December 31, 2009;

Common Shares” means the common shares in the capital of the Company;

Conversion” means the plan of arrangement carried out under the CBCA and completed on December 31, 2009 whereby, among other things, the Fund was terminated and the ordinary unitholders of the Fund received Common Shares of the Company on a one for one basis;

Credit Facilities” means the Term Loan, the Operating Loan and the VFCE Loan;

CSA” has the meaning ascribed thereto under “General Development of the Company”;

Delta 1 Greenhouse” has the meaning ascribed thereto under “General Development of the Company”;

Delta 2 Greenhouse” has the meaning ascribed thereto under “General Development of the Company”;

Delta 3 Greenhouse” has the meaning ascribed thereto under “General Development of the Company”;

“Emerald” means Emerald Health Therapeutics, Inc.;

Emerald Contribution” has the meaning ascribed thereto under “General Development of the Company”;

EBITDA” means earnings before interest, taxes, depreciation, amortization, foreign currency exchange gains and losses on translation of long term debt, and unrealized gains on the changes in the value of derivative instruments and non-controlling interest;

Federal Court” has the meaning ascribed thereto under “Industry Overview”;

Forward-looking statements” has the meaning ascribed thereto under “Forward-Looking Statements”;

 

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Fund” means Village Farms Income Fund, which was terminated on December 31, 2009 as part of the Conversion;

IRS” means the Internal Revenue Service;

Joint Venture” has the meaning ascribed thereto under “General Development of the Company”;

Joint Venture Agreement” has the meaning ascribed thereto under “General Development of the Company”;

License” has the meaning ascribed thereto under “Risk Factors”;

Management” means the management of the Company and its subsidiaries who operate the Business;

Material Decisions” has the meaning ascribed thereto under “General Development of the Company”;

MMPR” has the meaning ascribed thereto under “Industry Overview”;

Operating Loan” has the meaning ascribed thereto under “Credit Facilities”;

Offeree” has the meaning ascribed thereto under “General Development of the Company”;

Offeror” has the meaning ascribed thereto under “General Development of the Company”;

PACA license” means a license issued by the United States Department of Agriculture, established by the Perishable Agricultural Commodities Act; this license is required for any business selling fresh and frozen fruits and vegetables.

Preferred Shares” the preferred shares in the capital of the Company;

Prime Rate” means the floating annual rate of interest (based on a 365/366 day year) established and recorded by the Bank from time to time as a reference rate for purposes of determining rates of interest it will charge on loans denominated in Canadian dollars;

“Pure Sunfarms” means Pure Sunfarms Corp.;

QA” has the meaning ascribed thereto under “General Development of the Company”;

RPIC” has the meaning ascribed thereto under “General Development of the Company”;

SPIC” has the meaning ascribed thereto under “General Development of the Company”;

Staff Notice” has the meaning ascribed thereto under “General Development of the Company”;

Securityholders’ Agreement” means the agreement that was entered into on the completion of the Combination Transaction between, among others, the Fund, VF Opco and Michael A. DeGiglio as amended and restated on December 31, 2009 by, among others, the Company, VF Opco and Michael A. DeGiglio;

Special Shares” means the special voting shares in the capital of the Company;

Term Loan” has the meaning ascribed thereto under “Credit Facilities”;

TSX” means Toronto Stock Exchange;

Units” means the former ordinary units of the Fund, which were cancelled on December 31, 2009 in connection with the Conversion;

 

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U.S. Holdings” means VF U.S. Holdings Inc., a Delaware corporation;

VF Canada GP” means Village Farms Canada GP Inc., a corporation incorporated under the laws of Canada that is the general partner of VF Canada LP;

VF Canada LP” means Village Farms Canada Limited Partnership;

VFCE” means VF Clean Energy, Inc.;

VFCE Loan” has the meaning ascribed thereto under “Credit Facilities”;

VFLP” means Village Farms, L.P.;

VF Opco” means VF Operations Canada Inc., a corporation incorporated under the laws of Canada; and

Village Farms” means, collectively, APDI and its subsidiary entities, as these entities existed prior to the completion of the Combination Transaction.

Words importing the singular number only include the plural and vice versa and words importing any gender include all genders. All dollar amounts set forth in this annual information form are in United States dollars, except where otherwise indicated.

Interpretation

Unless otherwise noted or the context otherwise requires: (i) the term “cannabis” has the meaning given to the term “marihuana” under the ACMPR; and (ii) the term “Licensed Producer” means a person licensed by Health Canada under Section 35 of the ACMPR.

Market and Industry Data

Unless otherwise indicated, information contained in this annual information form concerning the Company’s industry and the markets in which it operates or seeks to operate is based on information from third party sources, industry reports and publications, websites and other publicly available information, and management studies and estimates. Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by third party sources as well as data from the Company’s own internal research, and include assumptions which the Company believes to be reasonable based on management’s knowledge of the Company’s industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and the Company has not independently verified any third party information. While the Company believes that such third party information to be generally reliable, such information and estimates are inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance or the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this annual information form under “Risk Factors”.

STRUCTURE OF THE COMPANY

The Company is a corporation incorporated under the CBCA. The head and registered office of the Company and each of its Canadian subsidiaries is located at 4700 80th Street, Delta, British Columbia, V4K 3N3.

Intercorporate Relationships

The following chart illustrates the structure of the Company and its subsidiaries (including jurisdiction of establishment/incorporation and percentage of voting securities owned) as of December 31, 2017 and April 2, 2018.

 

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LOGO

GENERAL DEVELOPMENT OF THE COMPANY

History

The Company’s predecessor, the Fund, completed its initial public offering as an income trust on December 23, 2003. The Company converted from an income trust to a publicly-traded company on December 31, 2009 as part of the Conversion. In connection with the Conversion, the Company changed its name to Village Farms International, Inc.

As of the date hereof, the Company has 42,447,613 Common Shares and no Special Shares issued and outstanding.

The Company’s premium product is grown in sophisticated, highly intensive agricultural greenhouse facilities located in British Columbia and Texas and is marketed and distributed under its Village Farms® brand name and other brand names, primarily to retail supermarkets and dedicated fresh food distribution companies. The Company also markets and distributes produce under exclusive arrangements for other greenhouse producers primarily located in British Columbia, central Mexico and the north eastern part of the United States. The Company markets and distributes its products throughout the United States and Canada. It currently operates four distribution centres located across the United States and Canada. Since its inception, the Company has been guided by a sustainable agriculture policy which integrates three main goals – environmental health, economic profitability and social and economic equality

 

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Certain of the Company’s subsidiaries have operated vegetable producing greenhouses in British Columbia since 1989 and in Texas since 1995.

Tomato Suspension Agreement – Mexico

On June 22, 2012, a group of U.S. tomato growers, including VFLP, petitioned the U.S. Department of Commerce to withdraw their petition and requested termination of the 1996 Tomato Suspension Agreement (“1996 Agreement”) with Mexico. The basis of the petition was that Mexican tomato growers were ‘dumping’ tomatoes into the U.S. market which is a violation of U.S. regulations. Dumping is defined as an importer who is selling product in the U.S. market for less than their costs. Mexican producers claimed they were not dumping and were adhering to the 1996 Agreement, but U.S. tomato producers who represented more than 85% of all U.S. tomato production (the threshold for U.S. Department of Commerce intervention) stipulated that the 1996 Agreement was outdated, it should be terminated and an investigation into Mexican tomato dumping should ensue. Due to the high volume of Mexican imports of produce, in particular tomatoes (field, shade and greenhouse), the issue was raised at the highest levels of both countries governments.

Negotiations for a revised agreement began and resulted in a new agreement (the “Suspension Agreement”) which became effective on March 4, 2013. All signatories have agreed that they will not sell product at prices below the established reference prices in the new Suspension Agreement. The Suspension Agreement has two reference price periods: October 23 – June 30 (“winter”) and July 1 – October 22 (“summer”), and distinguishes between “Open Field/Adapted Environment” and “Controlled Environment”, although “specialty” tomatoes is a separate category from the growing environments. Each environment and category has different reference prices depending on the period and the packaging.

While VFLP and some other U.S. greenhouse growers would have preferred that there was a definitive definition of “greenhouse” – the definition of “Controlled Environment” uses the Certified Greenhouse Growers Association definition which essentially is a modern glass greenhouse.

All signatories must ensure that they and/or their initial U.S. selling agent adhere to the Suspension Agreement and must hold a valid and effective PACA license. It is a violation of the Suspension Agreement to sell at a new price below the minimum reference price and doing so could result in financial fines or loss of the seller’s or importer’s PACA license, which is required to buy or sell produce in the United States. Additionally, the Mexican government is requiring Mexican growers to formally register with the Mexican authorities in order to export to the U.S., and failing to do so will result in the denial of export rights.

The net result of the Suspension Agreement is positive for the Company as it has curtailed the ongoing issue of mislabeling Mexican field tomatoes as greenhouse tomatoes and sets a minimum floor price for selling to U.S. importers or retailers, if they buy directly. In the long run, the Company believes that the Suspension Agreement should slow down the rapid growth of tomato production in Mexico as real economics – selling for a profit – is brought to bear on Mexican growers. If the market price for U.S. tomatoes drops below the reference price, Mexican growers would be unable to export to the United States.

Refinancing

The Company completed a refinancing of its Term Loan and Operating Loan in 2013, and subsequent amendments to each facility in 2016. The Company’s Term Loan is with a lender that understands and appreciates the cyclical nature of agriculture and in particular the hydroponic greenhouse industry. The March 2016 amendment extended the maturity date on the Term Loan to May 1, 2021 and changed the amortization of principal to be spread over 15 years from the previous 14 years on a lower outstanding principal balance. This amendment provided the Company with greater flexibility in satisfying its debt services covenant under its Operating Loan due to lower annual principal payments.

 

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In addition, the Company agreed to an amendment with the Bank which extends the term of its Operating Loan to May 31, 2021. The Operating Loan is a revolving facility of up to CA$13,000,000 is based on up to 90% of the Company’s accounts receivable. The Operating Loan is subject to a debt service coverage ratio that changes over rolling 12-month periods.

Purchase of Maxim Power (B.C.) Inc.

On July 17, 2014, the Company purchased Maxim Power (B.C.) Inc., a wholly-owned subsidiary of Maxim Power Corp., for approximately CA$5.2 million, which included a closing adjustment of CA$0.7 million for working capital. Maxim Power (B.C.) Inc. is a 7 megawatt power generation facility that is located on existing Village Farms property. The Company subsequently changed the name of this acquired company to VF Clean Energy, Inc. The facility that Village Farms acquired as part of the acquisition continues generating power under an existing long term power purchase agreement with British Columbia Hydro and Power Authority and improves the sustainability profile of Village Farms’ greenhouse operations in Delta, B.C.

Formation of Pure Sunfarms Corp.

In June 2017, the Company entered into a joint venture (the “Joint Venture”) with Emerald for the objective of seeking to achieve large-scale, low-cost, high quality cannabis production. The Joint Venture was formed by way of a corporation named “Pure Sunfarms Corp.”, which is 50% owned by the Company and 50% owned by Emerald, and has the purpose of carrying on the business of the Joint Venture. Under the terms of the agreement governing the Joint Venture (the “Joint Venture Agreement”), the Company initially contributed rights to a 1.1 million square foot greenhouse facility in Delta, British Columbia (the “Delta 3 Greenhouse”) which the Joint Venture will seek to convert to ACMPR compliant production and, if permitted by applicable laws, production for the nontherapeutic adult-use cannabis market under the proposed Cannabis Act (the “Cannabis Act”). Under the terms of the Joint Venture Agreement Emerald is contributing an aggregate of $20 million (the “Emerald Contribution”). On the formation of the Joint Venture, $2 million of the Emerald Contribution was contributed to Pure Sunfarms.

The Joint Venture Agreement includes a list of material decisions (the “Material Decisions”), including, among others the decision to no longer pursue any cultivation or distribution license which Pure Sunfarms was pursuing, a decision to fundamentally change the purpose or operations of Pure Sunfarms, any proposed response to investigations, audits or inspections by governmental authorities in relation to the licenses, any proposed response to proposed corrective action, voluntary or involuntary, in relation to the licenses, any proposed response to a governmental authority in connection with a threatened or actual suspension or cancellation of the licences and approval of the annual operating and capital budgets for Pure Sunfarms. Material Decisions require the affirmative vote of a majority of the votes cast at a board of directors meeting, at which a quorum is present. The board of directors of Pure Sunfarms currently consists of six directors – three appointed by Emerald and three appointed by the Company. If either Emerald or the Company’s ownership interest in Pure Sunfarms falls below 35%, such entity will lose one of the board of director members appointed by it. Voting rights will also be lost if a party is in default of its obligations under the Joint Venture Agreement or in the case of a decision in respect of which a party has a conflict of interest. The Joint Venture Agreement includes customary events of default and remedies for the non-defaulting party (including a dilution mechanism). The Joint Venture Agreement also includes restrictions against transfer of the shares of Pure Sunfarms, rights of first refusal, drag along rights and a buy-sell provision (the “Buy-Sell”). The Buy-Sell can only be exercised by Emerald or the Company (the “Offeror”) on or after the second anniversary of the formation of the Joint Venture if it is not in default of its obligations under the Joint Venture Agreement and: (a) the operating or capital budget for Pure Sunfarms for a subject year has not been approved by the board of directors by March 1 of such year; or (b) the board of directors is deadlocked with respect to a Material Decision. The recipient of the buy-sell notice (the “Offeree”) has 60 days to determine whether to sell its shares at the price offered in Pure Sunfarms to the Offeror or to purchase the Offeror’s shares in Pure Sunfarms at that price.

Subject to certain carve-outs in favour of Emerald, each of Emerald and the Company have committed to being the exclusive joint venture partner of the other party for all greenhouse-grown cannabis activities in Canada. It is a requirement of the Joint Venture Agreement that, should the option on the Delta 2 Greenhouse, an additional 1.1 million square foot greenhouse facility in Delta, British Columbia (the “Delta 2 Greenhouse”), or the Delta 1 Greenhouse, an additional 2.6 million square foot greenhouse facility in Delta, British Columbia (the “Delta 1 Greenhouse”), be exercised by the Joint Venture, the Delta 2 Greenhouse or the Delta 1 Greenhouse, as the case may be, would be contributed to the Joint Venture by the Company on an unencumbered basis.

 

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On September 15, 2017, Emerald Health Botanicals Inc., a Licensed Producer under the ACMPR (License No. 10MM0005/2017), submitted an application to Health Canada for the expansion of its facilities to include a second cultivation site. The application for the second site was made in the name of Emerald Health Farms Inc., a wholly-owned and controlled subsidiary of Emerald Health Botanicals Inc., for the Delta 3 Greenhouse, located at 4431-80th Street, Delta, British Columbia. The application was subsequently accepted for review by Health Canada on September 18, 2017. The application for the second site named a senior person in charge (“SPIC”), a responsible person in charge (“RPIC”) and an alternate responsible person in charge (“A/RPIC”) as required by the ACMPR. A quality assurance person (“QA”), who will be responsible for assuring the quality of the product that is cultivated at the site, is yet to be appointed for this second site. Security clearances for each of the SPIC, RPIC, and A/RPIC were also submitted to Health Canada as required by the ACMPR. The application sought to obtain approval for the possession, production, sale, shipping, transportation, delivery and destruction of dried cannabis, cannabis plants, seeds and fresh marihuana, with an expected production capacity of 18,750 kilograms of dried cannabis annually. There is no intent to engage in the production and sale of cannabis oil at this time. On March 2, 2018 a cultivation license was issued by Health Canada under the ACMPR in respect of the Delta 3 Greenhouse. Upon receipt of the cultivation license, Emerald Health Farms changed its name to Pure Sunfarms Canada Corp. The Joint Venture hopes to receive a sales license under the ACMPR by July 1, 2018. Once the sales license has been issued in the name of Pure Sunfarms Canada Corp., the Joint Venture intends to exercise its irrevocable option to buy the shares of Pure Sunfarms Canada Corp. for $1.00 in order to possess the issued producer license and lawfully operate the facility.

Subsequent to acceptance by Health Canada to review the application, the Joint Venture commenced physical conversion of the Delta 3 Greenhouse and expects to complete conversion of the first 250,000 square foot quadrant by April 2018, at which time the Joint Venture is expected to commence production. Subject to the receipt of a sales license from Health Canada, and subject to inspection and approval by Health Canada, it expects to begin selling dried cannabis on or before July 2018 and to have all four quadrants of the Delta 3 Greenhouse commercially producing in the first quarter of 2019. The Joint Venture conservatively forecasts annual production from the Delta 3 Greenhouse to be a minimum of 75,000 kilograms of dried cannabis, which it expects to achieve in 2020.

On October 26, 2017, the Canadian Securities Administrators (the “CSA”) issued CSA Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (the “Staff Notice”) which sets out, among other things, certain disclosure expectations of the CSA regarding issuers who have direct, indirect or ancillary involvement in the U.S. cannabis industry. The Staff Notice was issued resulting from concerns regarding the lack of a uniform national framework for cannabis regulation in the United States, which currently has a conflict between state and federal law relating to cannabis, with certain U.S. states permitting the use and sale of cannabis, notwithstanding that cannabis continues to be listed as a controlled substance under U.S. federal law. The Company and the Joint Venture do not have, and do not intend to engage in, any direct, indirect or ancillary involvement in the U.S. cannabis industry (as described in the Staff Notice) until it is federally legal to do so.

Potential Future Developments

The Company is constantly exploring and evaluating whether to produce certain higher margin alternative crops, as well as whether to market and distribute other fresh produce grown by third parties to the Company’s retail customer base.

At this time the Company has no plans to grow cannabis at its U.S. facilities or to participate in any cannabis business activity or investment in the U.S. until such time that it is federally legal to do so in the U.S.. The Company intends to provide further updates with respect to these matters should relevant additional information become available. See “Forward Looking Statements”.

 

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INDUSTRY OVERVIEW

Greenhouse Vegetable Industry Overview

The North American Industry

The greenhouse vegetable industry in North America has experienced rapid growth over the past 20 years, particularly in the western regions of the United States, southwest British Columbia and southern Ontario in Canada, and concentrated areas in Mexico.

Mexico is the largest producer of greenhouse tomatoes, accounting for 57% of North American greenhouse vegetable sales, followed by Canada and the United States. Based on figures from 2016, greenhouse tomatoes accounted for over 45% tomato volume sold at retail stores in the United States. It is estimated that retail sales represent over 50% of the total fresh tomato market, including both field and hothouse grown. The balance of fresh tomato sales are to the food service industry, which is primarily serviced by field tomato producers.

The following table illustrates estimated greenhouse tomato area and production for the U.S., Mexico and Canada in 2016 (the most recent date for which this information is available):

 

Item    United
States
     Canada      Mexico1      Total
North
America
 

Greenhouse tomato production (millions of pounds)

     645        609        2,400        4,312  

Greenhouse tomato area (hectares)

     680        591        14,000        15,271  

Conversion: 1 hectare = 2.471 acres

           

 

1 

The figures for Mexico include all protected crop most of which is a shadehouse rather than a greenhouse and is based on management estimates.

Sources: The State of the N. American Hothouse Vergetable Industry, by Dr. Roberta Cook, March 2018; Greenhouse Consultants; and Perishables Group Freshfact, Nielsen Business Media, Inc.

Greenhouse Industry — United States

The majority of greenhouse vegetable producers in the United States are located in the southwestern and western states, where the growing conditions are more ideal for winter growing operations and in some areas year-round production. New greenhouse facilities have recently been completed in the Midwest region of the United States and more are planned for this area. These facilities will have lights to allow them to produce in the winter months. Producing in the winter months is advantageous as produce prices are generally higher, although with increasing Mexican production, seasonal fluctuations are decreasing. The majority of greenhouse tomatoes produced in the United States are used for domestic consumption. In addition, the United States imports a significant portion of its supply of greenhouse tomatoes from Canada and Mexico to meet domestic demand, it is estimated that Mexican greenhouse vegetables comprise between 40 to 60% of consumption in the United States. Producers in the United States benefit from high yields, consistent product quality, year-round supply and closer proximity to its customers.

Greenhouse Industry — Canada

Among the North American greenhouse vegetable producers, Canada is the largest supplier from April to October of each year. Several factors, including climatic advantages (cooler summer temperatures) and the proximity of greenhouse producers to consumer markets, contribute to Canada’s favourable positioning relative to the United States during that time period. The primary markets for greenhouse produce grown in British Columbia include the west and northwest regions of the United States, as well as western Canada, while the primary markets for Ontario produce include the east and central regions of the United States, as well as eastern Canada.

 

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The strengths of the Canadian greenhouse vegetable industry include its high yields and consistent product quality. The main weakness of the Canadian greenhouse industry relates to its lack of production during the historically higher priced winter months. However, because of the high volume of tomatoes produced in Canada during the April to October growing season, profits generated during this time period generally are sufficient to sustain producers through the full year.

Greenhouse Industry — Mexico

Although Mexico was the last to enter the greenhouse tomato industry in North America, it has more greenhouse tomato acreage than the United States and Canada combined. It should be noted there is no formal definition of a “greenhouse” and a significant portion of the greenhouse acreage in Mexico is very low-tech, employing shade field structures. The product from the shade facilities is in some instances marketed as greenhouse-grown, which until the recent update on the Suspension Agreement between the United States and Mexico (as described above) was not in violation of any regulations, but for the State of California regulations, which has a definition of greenhouse for produce sold within the state. Average yields and product quality in Mexico are comparatively low, due to the wide range of greenhouse technologies. Currently, Mexican producers tend to grow and market during the winter months as they have sufficient light levels to grow and cooler temperatures during these months, although the trend towards more sophisticated greenhouses is permitting a longer growing season, as well as increased yields.

Management believes that Mexico’s industry, however, is often challenged by high heating costs, less experienced management, less developed infrastructure, higher distribution costs, inconsistent product quality and the lack of an experienced sales and marketing organization. Over the last several years, the greenhouse industry in Mexico has continued to make significant advances with respect to its growing expertise and ability to extend its growing season, which continues to put pressure on produce pricing.

Pricing

Prices for vegetables fluctuate depending upon availability of supply and consumer demand. Greenhouse vegetable producers typically command a higher price for their products compared to field producers, as a result of the vegetables’ consistent quality, taste, appearance and year-round availability. This higher price, combined with higher production yields for greenhouse produce, typically offset the higher costs associated with greenhouse production relative to field production. Production costs for greenhouse grown produce are generally higher due to greater energy, labour, infrastructure, technological requirements and more intense crop yields per acre. As the fresh produce market share of big box retailers increases, pricing is moving towards more contract pricing for six, nine or even twelve month periods reducing some of the traditional seasonal pricing. Contract pricing does not provide volume guaranties. Average pricing over the last five years has continued to slowly decrease in large part due to the increasing supply of greenhouse tomatoes.

Cannabis Industry Overview

Legal History of Medical Cannabis in Canada

The Marihuana for Medical Purposes Regulations (“MMPR”) established a legal regime for licensing producers and permitting the sale of dried cannabis to registered patients pursuant to a medical document provided by a health care practitioner. The overarching purposes of the MMPR was to ensure that Canadians with a medical need could access quality-controlled cannabis grown under secure and sanitary conditions. The MMPR were repealed on August 24, 2016 and were replaced by the ACMPR as a result of a decision by the Federal Court of Canada (the “Federal Court”) in Allard v. Canada. The Federal Court held that requiring individuals to obtain cannabis only from Licensed Producers violated liberty and security rights protected by section 7 of the Canadian Charter of Rights and Freedoms. The Federal Court found that individuals who require cannabis for medical purposes did not have “reasonable access” under the MMPR regime. Accordingly, the ACMPR contemplates both access to medical cannabis through a Licensed Producer or through personal production exemptions, thereby giving patients reasonable access to, and choice of, cannabis product.

 

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Current Applicable Regulatory Regime

The ACMPR are the current governing regulations regarding the production, sale and distribution of cannabis products, including cannabis oil, in Canada. The ACMPR provide for three possible alternatives for Canadian residents who have been authorized by their health care practitioner to access cannabis for medical purposes:

 

   

they can continue to access quality-controlled cannabis by registering with Licensed Producers;

 

   

they can register with Health Canada to produce a limited amount of cannabis for their own medical purposes (starting materials must be obtained from a Licensed Producer); or

 

   

they can designate someone else who is registered with Health Canada to produce cannabis on their behalf (starting materials must be obtained from a Licensed Producer).

The ACMPR sets out, among other things, the authorized activities and general responsibilities of Licensed Producers, including:

 

   

the requirement to obtain and maintain a licence from Health Canada prior to commencing any activities;

 

   

calculating the quantity of cannabis, other than dried cannabis, that is equivalent to a given quantity of dried cannabis;

 

   

security measures relating to facilities and personnel;

 

   

Good Product Practices (“GPPs”)

 

   

packaging, shipping, labelling, import and export and record-keeping requirements; and

 

   

patient registration and ordering requirements.

Authorized activities under the ACMPR include the production and sale of starting materials (i.e., cannabis seeds and plants) to those individuals who have registered to produce a limited amount of cannabis for their own medical purposes, or to have it produced by a designated person, and the ability to sell an interim supply of fresh or dried cannabis or cannabis oil to registered persons while they wait for their plants to grow. Licences and licence applications under the ACMPR consolidate the MMPR licence requirements for the production and sale of dried cannabis, the requirements for supplemental licences under the exemption in section 56 of the Controlled Drugs and Substances Act (Canada), and the new requirements for the sale of cannabis seeds and plants.

Expected Legalization of Recreational Cannabis in Canada: The Cannabis Act

In connection with the current Government of Canada’s platform advocating for the legalization and regulation of recreational cannabis in order to dismantle the illegal market and restrict access by under-age individuals, on April 13, 2017, the Government of Canada released Bill C-45 which, if implemented, would enact the Cannabis Act. The Cannabis Act would provide a licensing and permitting scheme for the production, testing, packaging, labelling, sending, delivery, transportation, sale, possession and disposal of cannabis for non-medicinal (i.e., recreational) use, to be implemented by regulations made under the Cannabis Act.

The Government of Canada has advised that it intends to bring the Cannabis Act into force no later than July, 2018. The provincial and territorial governments have indicated that there must be a sufficient period of time between Royal Assent (i.e. approval by Parliament) of the Cannabis Act and the date that the law comes into force, and that a minimum of 8 to 12 weeks is necessary for an orderly transition. The Government of Canada has indicated that it would prioritize an orderly transition to the new legal framework, and provide for this 8-12 week period of time. Given this time frame, it is expected that recreational cannabis will not be available through authorized provincial/territorial retailers until at least August 2018.

The Cannabis Act proposes to maintain separate access to cannabis for medical purposes, including providing that import and export licences and permits will only be issued in respect of cannabis for medical or scientific purposes.

On October 3, 2017, the Parliamentary Standing Committee on Health proposed amendments to the Cannabis Act including, among other things, an amendment that would permit cannabis edibles and concentrates to be sold, to come into force no later than 12 months after the Cannabis Act comes into force.

 

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On November 10, 2017, the Government of Canada proposed that federal tax on cannabis for recreational purposes should not exceed $1 per gram or 10% of the producer’s price, whichever is higher, with retail sales taxes levied on top of that amount.

While the Cannabis Act provides for the regulation of the commercial production of cannabis for recreational purposes and related matters by the federal government, it proposes that the provinces and territories of Canada will have authority to regulate other aspects of recreational cannabis (similar to what is currently the case for liquor and tobacco products), such as sale and distribution, minimum age requirements, places where cannabis can be consumed, and a range of other matters. To date, the Governments of Ontario, Manitoba, Alberta, New Brunswick, Québec and British Columbia have announced partial regulatory regimes for the distribution and sale of cannabis for recreational purposes within those provinces. Other provinces, namely Prince Edward Island and Nova Scotia, and the Yukon territory, have engaged in public consultation but have yet to announce a proposed approach to the sale and distribution model for recreational cannabis in their respective jurisdictions.

On November 22, 2017, Health Canada also launched public consultations (together with consultation proposals) on the proposed regulatory approach for the proposed Cannabis Act. The consultations were open until January 20, 2018, and on March 19, 2018, Health Canada published a Summary of Comments Received during the Public Consultation. This Summary document provides direction on the packaging and labelling provisions of the proposed regulations under the Cannabis Act to help licensed producers, provinces and territories and others prepare for the coming into force of the proposed Act. Regulations under the Cannabis Act (if it is approved by Parliament) are expected to be published in final form (i.e. without an opportunity for further consultation) shortly following Royal Assent of the Cannabis Act and before its coming into force.

DESCRIPTION OF THE BUSINESS

Overview

The Company is one of the largest and longest operating vertically integrated greenhouse growers in North America. The Company’s vegetables are grown hydroponically (without the use of soil) in a glass enclosed, high technology environment using sophisticated computer systems to control irrigation, fertilizers, carbon dioxide, light, temperature, ventilation, humidity and other climatic factors. The Company’s tomatoes are produced by plants that have been selected for their taste, quality and other characteristics and are not genetically modified. The Company owns and currently operates a total of six produce greenhouse facilities, four in Texas and two in British Columbia. The Company operates an industry leading sales, distribution and marketing organization. In particular, the Company’s strategy focuses on forging strong customer relationships by servicing retailers on a year-round basis, and maintaining the highest standards of food safety.

At this time, the Company is leasing a third British Columbia facility to Pure Sunfarms which received its cultivation license on March 2, 2018. Pure Sunfarms has the right to continue to lease the facility from the Company or purchase it for $1.

The Company, through its subsidiary VFCE, owns and operates a 7 megawatt power plant that generates electricity.

Core Operating Principle

The Company’s core operating principle is to deliver fairness and satisfaction in its customer brand promise. Management strives to operate the business for optimal success by endeavoring to be:

 

   

a leading supplier of greenhouse grown produce in North America;

 

   

a producer of the highest quality product which adheres to the highest food safety standards;

 

   

a low cost producer;

 

   

a daily supplier to customers;

 

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a provider of excellence in customer service and logistics;

 

   

enhancing investor value; and

 

   

an employer with a dynamic environment in which employees can grow and prosper.

Greenhouse Facilities and Products

All of the Company’s greenhouses use state of the art hydroponic technology and produce a combined estimated 90 to 100 million pounds of premium quality greenhouse tomatoes and cucumbers annually. All of the greenhouses are constructed of glass, aluminum and steel, and are located on land owned or leased by the Company. The Company continually evaluates its production facilities and has devised a planting strategy that optimizes its product mix.

The following table outlines the Company’s operating greenhouse facilities.

 

            Growing Area       

Greenhouse Facility

   Square
Feet
     Square
Metres
     Acres     

Products Grown

Marfa, TX (2 greenhouses)

     2,527,312        234,795        60      Tomatoes on-the-vine, beefsteak tomatoes, specialty tomatoes

Fort Davis, TX (1 greenhouse)

     1,684,874        156,530        40      Specialty tomatoes

Monahans, TX (1 greenhouse)
(Permian Basin facility)

     1,272,294        118,200        30      Tomatoes on-the-vine, long English cucumbers

Delta, BC (2 greenhouses)

     3,664,390        340,433        85      Tomatoes on-the-vine, beefsteak tomatoes, specialty tomatoes

Delta, BC (1 greenhouse)

     1,077,758        100,172        25     

Leased to Pure Sunfarms for cultivation of cannabis

  

 

 

    

 

 

    

 

 

    

Total

     10,226,628        950,085        240     

The Company embraces sustainable agriculture and environmentally friendly growing practices by:

 

   

utilizing integrated pest management techniques that use “beneficial bugs” to control unwanted pests. The use of natural biological control technology keeps plants and their products virtually free of chemical agents. This process includes regular monitoring techniques for threat identification, development of appropriate, tailored response strategies and the execution of these strategies;

 

   

capturing rainwater from some of its greenhouse roofs for irrigation purposes;

 

   

recycling water and nutrients during the production process;

 

   

growing plants in natural medium including coconut fibre and rock wool as opposed to growing in the soil and depleting nutrients; and

 

   

using dedicated environmental control computer systems which monitor and control almost all aspects of the growing environment thereby maximizing the efficient use of energy.

Sales, Marketing and Distribution

The Company is a leading marketer of premium-quality, value-added, branded greenhouse-grown produce in North America, and is a significant producer of tomatoes on-the-vine, beefsteak, cocktail, grape, cherry tomatoes, roma, Mini San Marzano (a tomato variety for which the Company currently has an exclusive agreement with the seed

 

- 12 -


provider to be the sole grower in North America) and cucumbers at its facilities. The Company, from its supply partners, also distributes and purchases premium tomatoes, bell peppers and cucumbers in the United States and Canada produced by other greenhouse growers located in Canada and Mexico. The Company maintains high standards of food safety and requires the same of its contract growers, while providing on-time, effective and efficient distribution.

The Company strives to continually exceed the expectations of its customers by consistently providing superior product, including adding new product varieties and packaging innovations.

With leased distribution centres in Texas and British Columbia, the Company provides its customers with flexibility in purchasing. For the year ended December 31, 2017, the Company had an on-time delivery record of 98.5%, while maintaining competitive freight rates that management of the Company believes to be among the best in the industry.

The Company’s marketing strategy is to strategically position the Company to be the supplier of choice for retailers offering greenhouse produce by focusing on the following:

Year-Round Supplier. Year-round production capability of the Company enhances customer relationships, resulting in more consistent pricing.

Quality and Food Safety. Sales are made directly to retailers which ensures control of the product from seed to customer and results in higher levels of food safety, shelf life and quality control. Food safety is an integral part of the Company’s operations, and management believes that it has led, and currently leads, the industry in adopting Good Agricultural Practices. This program is modeled after the U.S. Food and Drug Administration’s Good Manufacturing Practices using the Primus Labs® format and third party auditors. All of the Company’s packing facilities undergo comprehensive food safety audits by Primus Labs®.

Quality Packaging and Presentation. Product is selected at a uniform size and picked at the same stage of vine ripeness. The packaging for the product is “display ready”, ensuring retail customers have a full view of the product on the supermarket shelf.

Exclusive Varieties. The Company expands its product profile to create and drive exclusive varietal relationships in North America that enable the Company to present consumers with an enhanced eating experience with the Village Farms brand.

Direct Sale to Retail Customers. Greenhouse produce (produce grown by the Company plus supply partner produce) is sold directly to supermarket chains, including Associated Wholesale Grocers, BJ’s Wholesale Club Inc., Costco Wholesale, Fred Meyer, The Fresh Market, Inc., Giant Eagle, Harris Teeter Supermarkets, HEB Grocery Company, The Kroger Co., Loblaw Companies Limited, Market Basket, Publix Super Markets, Inc., Safeway Inc., Sobeys Inc., Sam’s Club, Trader Joe’s, Wakefern Food Corp., Wal-Mart Stores, Inc., Whole Foods Market and Winco Foods LLC.

Excellence in Customer Service and Logistics. Logistics and distribution capability are key factors in ensuring fresh high quality product meets consumer demands. Management of the Company believes it has a competitive advantage through its logistics and distribution networks, which includes strategically located distribution centres.

The Company markets, sells and distributes all of its products, including products sold under exclusive marketing arrangements with its U.S., Canadian and Mexican greenhouse operations.

 

- 13 -


Production and Packaging Process

The production process for the Company’s west Texas facilities (Marfa and Fort Davis) starts in the spring. Raw materials purchased by the Company for its greenhouse operations include seeds, fertilizers and growing media purchased from several different suppliers. From May to June, the seeds purchased by the Company are grown by an independent third party contractor, which has specialized equipment and growing space, until the plants are approximately four to six weeks old, at which time they are transported to the Company’s Texas facilities. None of the Company’s plants or products are genetically modified. June through September, planting occurs in the greenhouses. From this point on, until the end of the season, plants are pruned to ensure that the optimal number of tomatoes are grown on each plant. Harvesting commences in September/October and generally continues until June of the following year.

The Company’s newest facility in Monahans, Texas, completed in December 2011, is based on the Company’s proprietary GATES® technology which is a state of the art technology that allows for a 12-month per year production. The greenhouse is fully enclosed and uses a proprietary system to cool the greenhouse even in the hot summer months. This facility grows cucumbers and tomatoes and is constantly planting and replanting to ensure a consistent level of production year-round, although as with any greenhouse summer production is higher due to longer daylight hours.

The production process in Canada for tomatoes is similar to the Company’s west Texas operations, although the timing for growing the seeds, planting, and harvesting occur at different times during the year. Specifically, from October to December, the seeds purchased by the Company’s Canadian operations are grown by an independent third party contractor. In December, planting occurs in the Company’s greenhouses. Harvesting commences in March and generally continues until late November of each year.

The tomatoes and cucumbers are vine-ripened and hand-picked for optimum taste and quality, at all of the Company’s facilities. Once harvested, products are sorted by grade and weight and packed for distribution to customers. The Company offers a variety of packaging for its tomatoes that are product and customer specific.

Product Development and Specialization

The Company is engaged in ongoing testing of new technologies and advanced growing systems, including test trials of new tomato varieties to determine whether they improve product quality, taste and production yields, or lower the cost of production. The Company tests these tomato varieties for their maturation period, resistance to disease, the size and quality of the tomatoes as well as the tomatoes’ shelf life and adaptability to seasonal changes in light. If a new variety shows promising characteristics, the Company will conduct a commercial trial where the new variety is planted on a larger scale, with performance results compared to the Company’s existing tomato varieties.

The Company launched its first exclusive tomato varieties in select retail accounts in late 2012. The initial reception, of one in particular – Mini San Marzano – has been well received and the Company has been expanding its production space to meet increasing retailer and consumer demand. Since 2012, the Company has entered into additional exclusive seed agreements in addition to Mini San Marzano with the latest in 2017 for an initial launch in the first quarter of 2018. While none of the other exclusive tomato seed agreements has had the same success as Mini San Marzano, they have added to the uniqueness of the Company’s product offerings, which has resulted in new retail business.

Product Pricing

Prices for the Company’s products have historically followed a seasonal trend of higher prices during the first and fourth quarters of the calendar year and lower prices in the summer months. This historical trend is rapidly changing with the ever-increasing supply of Mexican production, which due to Mexican climate conditions is concentrated in the winter months, as well the increasing influence of big box retailers who operate off partial to full year pricing contracts. Going forward, assuming these trends continue, pricing is likely to become less seasonal than it has been in the past. The Company’s goal is to exceed industry average prices by continuing to develop long-term customer relationships, providing a favourable product mix, developing exclusive varieties and delivering logistic efficiencies.

 

- 14 -


Intellectual Property

The Company owns and has registered many trademarks and service marks in the United States as well as some in Canada and other jurisdictions. The following is a list of the key trademarks registered in the United States, the Company’s primary distribution market: Village Farms®, Delectable TOV®, Baby Beefs®, From Our House To Your Home®, Hydrobites®, Mini Sensations®, Sinfully Sweet Campari®, Savory Roma®, Lip-Smackn’ Grape®, Heavenly Villagio Marzano®, Cherry No. 9®, Cabernet Estate Reserve®, BC Grown Logo®, Texas Grown Logo®, Good for the Earth ®, Village Farms Greenhouse Grown ®, Scrumptious Mini®, and Sweet Bells®.

Competition

The market for premium greenhouse grown produce is highly competitive. In addition to other domestic and foreign greenhouse producers, the Company competes with producers of field grown tomatoes that generally have prices substantially below those of greenhouse-grown tomatoes. Competition from producers in Mexico has increased due to increased acreage and improved yields due to the use of improved technology as well as a result of the North American Free Trade Agreement. Newly elected U.S. President has stated his intent to “renegotiate” NAFTA but as of the date of this filing no specifics have been announced. See “General Development of the Company” for further information on Mexican tomato supplies.

The Company’s greenhouse vegetable competitors are located primarily in the United States, Canada and Mexico. Four of the larger North American greenhouse producers/distributors competing with the Company are Mastronardi Produce Ltd., Windset Farms Inc., Houweling Nurseries Ltd and Mucci Farms Ltd.

Offsetting the competitive pressures faced by the Company are substantial barriers to entry in North America related to the sizeable initial capital outlay requirements of a modern greenhouse, significant ramp up time, the need for operational expertise and capable sales, marketing and distribution abilities.

Employees

The Company has approximately 1,000 employees and contract workers, the majority of whom are employed in the Company’s greenhouse operations. None of the employees are covered by a collective bargaining agreement. In the opinion of Management, the Company enjoys a good working relationship with its employees.

Capital Expenditures

During the year ended December 31, 2017, the Company spent approximately $1.7 million on capital assets (2016—$2.2 million). During the year ended December 31, 2017, the capital expenditures were used for improvements to existing facilities, distribution centres or information technology systems or hardware.

For the foreseeable future, Management estimates that average annual maintenance capital expenditures on its tomato greenhouse facilities will be approximately $2.0-$3.0 million per year. This amount will consist mainly of technological upgrades, ongoing repairs of growing systems and improvements to existing facilities. In addition to maintenance capital expenditures, the Company incurs ongoing repair and maintenance costs which are expensed as incurred and therefore not included in capital expenditures. These expenses averaged $2.2 million per year during the last three fiscal years.

During 2018, Management anticipates capital investment spending for its produce facilities to be between $2.0 million and $3.0 million. The Company may make additional equity contributions to Pure Sunfarms of cash in the next twelve months depending on the final completion timeline for the Delta 3 Greenhouse and whether or not Pure Sunfarms obtains financing.

 

- 15 -


Energy Management Strategy

The Company employs the following energy management strategy:

when feasible, contract for forward purchases of natural gas at favourable rates. At this time, due to the expectation of low natural gas pricing for the foreseeable future, no forward purchase contracts are in place;

develop techniques to reduce the use of natural gas. The Company has installed energy screens in all of its U.S. greenhouse facilities and most of its Canadian greenhouse facilities and has experienced a substantial reduction in gas usage;

continue to investigate methods to extract food grade CO2 from the landfill gas at the Delta, BC greenhouse facilities;

continue to investigate alternate fuels, such as biomass or woodwaste; and

continue to investigate the concept of closed greenhouses and the use of geothermal energy.

Foreign Exchange Strategy

The Company’s reporting currency is the U.S. dollar to more accurately represent the economic environment in which it operates.

For the 2018 fiscal year, it is expected that approximately 80% of the Company’s costs will be incurred in U.S. dollars, and approximately 85% of its revenues will be earned in U.S. dollars. As a result, Management believes that the Company is benefiting from a “matching” of revenues and expenses by currency. The Company also has the ability to enter into foreign exchange contracts and foreign exchange options for the purchase of Canadian dollars in order to reduce the risks of exchange rate fluctuations affecting the level of Canadian dollars needed for Canadian operations, as well as the purchase of Euros affecting both its Canadian and U.S. operations.

Environmental and Regulatory Matters

Greenhouse operations in the United States are subject to numerous environmental laws and regulations, including the Food Quality Protection Act of 1996, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Toxic Substances Control Act and the Comprehensive Environmental Response, Compensation and Liability Act.

The Company’s U.S. greenhouse operations are subject to regulations enforced by, among others, the U.S. Food and Drug Administration (“FDA”) and the United States Department of Agriculture (“USDA”). The FDA enforces statutory standards regarding the branding and safety of food products and determines the safety of food substances in the United States. The USDA sets standards for raw produce and governs its inspection and certification. Under the Perishable Agricultural and Commodities Act, the USDA exercises broad control over the marketing of produce in domestic and foreign commerce, sets standards of fair conduct as to representations, sales, delivery, shipment and payment for goods, and regulates the licensing of produce merchants and brokers. The Company’s U.S. growing operations are also subject to oversight by the U.S. Environmental Protection Agency regarding the use of fertilizers and pesticides protection.

Similar to the U.S. regulatory requirements described above, the Company’s Canadian operations are subject to various general commercial regulations, including those relating to food safety, packaging and labelling, occupational health and safety, phyto sanitary certificates for cross border shipments, product source and re call capability, and anti bioterrorism measures for cross border shipments.

 

- 16 -


The Company is committed to protecting the health and safety of employees and the general public, and to sound environmental stewardship. The Company believes that prevention of incidents and injuries, and protection of the environment, benefits everyone and delivers increased value to its shareholders, customers and employees. The Company has health and safety and environmental management and systems and has established policies, programs and practices for conducting safe and environmentally sound operations. Regular reviews and audits are conducted to assess compliance with legislation and Company policy.

The Natural Products Marketing (BC) Act (the “Act”) and certain federal orders issued under the Agricultural Products Act (Canada) give the British Columbia provincial government the authority to regulate the marketing and production of specific agricultural products. The British Columbia Marketing Board (“BCMB”) was created in 1935 to supervise and regulate marketing boards and commissions created under the Act. Independent of government, the BCMB’s primary mandate today is to administer the regulated marketing legislation in the public interest. The BCMB has three principal responsibilities: supervising all marketing boards and commissions; hearing appeals from organizations or persons who are dissatisfied or aggrieved by a decision of a marketing board or commission; and acting as a signatory to federal provincial agreements that govern the marketing of some regulated products.

British Columbia Vegetable Marketing Commission

The BCVMC has responsibility for promoting and regulating the production, transportation, packing, storage and marketing of regulated vegetables in British Columbia. It also requires greenhouse growers to market through agencies licensed by the BCVMC to encourage the orderly distribution of regulated products. The BCVMC has the right to regulate the time and place at which, and to designate the agency through which, a regulated product must be produced, packed, stored, transported or marketed, and can also determine the manner of distribution, the quantity and the quality, grade or class of these products. It can also (but in the case of greenhouse tomatoes and bell peppers currently does not) set the prices at which a regulated product or a grade or class of it may be bought or sold in British Columbia.

Agency and Producer Licenses

The BCVMC issues licenses to agencies and producers in British Columbia on an annual basis by way of general orders passed by the BCVMC. Licensed agencies are authorized to purchase greenhouse vegetables from licensed producers and to market those vegetables within British Columbia and for interprovincial or export trade. The Company, through one its Canadian subsidiaries, has been authorized to buy and sell produce grown in British Columbia since February 6, 2007.

Licensed producers, such as VF Canada LP, operate the facilities in which greenhouse vegetables are produced and must be a member of an agency licensed by the BCVMC. Only producers licensed by the BCVMC can sell their products to an agency licensed by the BCVMC.

Quota

Each year, VF Canada LP is allocated a quota by the BCVMC to plant a specified number of square metres of its greenhouses with a particular crop. There are no restrictions on the amount of product that VF Canada LP can produce in its allocated quota area. The table below summarizes VF Canada LP’s allocations since 2016 at the start of each year:

 

(square metres)    2018      2017      2016  

Tomatoes on-the-vine

     89,082        165,082        165,082  

Beef tomatoes

     68,110        98,784        98,784  

Specialty tomatoes

     170,377        176,694        176,694  
  

 

 

    

 

 

    

 

 

 

Total

     327,569        440,560        440,560  
  

 

 

    

 

 

    

 

 

 

VF Canada LP retains the right to be allocated the same amount of quota for each subsequent crop year. However, VF Canada LP can, and often does, apply for changes in specific quota allocations to optimize product mix and improve financial returns.

 

- 17 -


CAPITAL STRUCTURE

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder thereof to receive notice of and to attend all meetings of shareholders of the Company and to one vote per Common Share at such meetings (other than meetings at which only the holders of another class of shares are entitled to vote separately as a class). The Common Shares entitle the holders thereof to receive, in any year, dividends on the Common Shares as and when declared by the board of directors of the Company, provided that payment of such dividends is not prohibited under law and after payment of any applicable amounts to which holders of any Preferred Shares may be entitled. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after payment of or other proper provision for all of the liabilities of the Company and the payment of any amounts payable to holders of the Preferred Shares, the holders of the Common Shares will be entitled to share pro rata in all remaining property or assets of the Company.

The ability of a beneficial owner of Common Shares to pledge such Common Shares or otherwise take action with respect to such shareholder’s interest in such Common Shares (other than through a CDS Participant) may be limited due to the lack of a physical Common Share certificate.

The Company has the option to terminate the registration of the Common Shares through the book entry system in which case definitive certificates for the Common Shares in fully registered form would be issued to beneficial owners of such Common Shares or their nominees.

Special Shares

The holders of Special Shares are entitled to one vote for each Special Share held at all meetings of shareholders of the Company other than meetings at which only the holders of another class of shares are entitled to vote separately as a class; provided that in no event shall the votes attached to the Special Shares exceed 45% of the votes otherwise attached to the Common Shares and Special Shares then outstanding. In certain circumstances, the holders of Special Shares will not be entitled to vote separately as a class and will not be entitled to dissent. The holders of Special Shares will not be entitled to share in any distribution of the property or assets of the Company upon the dissolution, liquidation or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs. The provisions of the Special Shares cannot be modified by the Company without first obtaining, by separate affirmative vote, two-thirds of the votes cast at a meeting of the holders of the shares of such class.

The holders of Special Shares are not entitled to receive any dividends. The Company has redeemed all of the Special Shares that were previously issued and outstanding.

Preferred Shares

The Company is authorized to issue an unlimited number of Preferred Shares. The Company’s board of directors will fix the number of Preferred Shares, as well as the designation, rights, privileges, restrictions and conditions for each series of Preferred Shares that may be issued, subject to the Company filing the applicable articles of amendment under the CBCA. Preferred Shares will have preference over Common Shares with respect to the payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, be it voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs. Preferred Shares will have no right to vote on shareholder matters, subject to certain exceptions. No changes to the provisions of the Preferred Shares may be made without the approval of the holders of the Preferred Shares.

Warrants

In conjunction with the formation of Pure Sunfarms on June 27, 2017 the Company issued 300,000 common share purchase warrants to an affiliate of a Canadian financial institution as partial consideration for services provided in respect thereof. Each such warrant entitles the holder to purchase one Common Share at an exercise price of CA$2.07. Each such warrant is exercisable up to June 6, 2020.

 

- 18 -


Retained Interest of Michael DeGiglio

Pursuant to the terms of the Securityholders’ Agreement, the Company has granted to its Chief Executive Officer, Michael DeGiglio certain pre-emptive rights, as well as “demand” and “piggy back” registration rights, which will enable Mr. DeGiglio to require the Company to file a prospectus (in the case of a demand registration) and otherwise assist with a public offering of Common Shares, subject to certain limitations. In the event of a “piggy back” offering, the Company’s financing requirements are to take priority. Subject to the approval of the TSX, in the event that the Company decides to issue equity securities or securities convertible into or exchangeable for equity securities of the Company other than to officers, employees, consultants or directors of the Company or any subsidiary of the Company pursuant to a bona fide incentive compensation plan, the Securityholders’ Agreement provides, among other things, Michael DeGiglio with pre-emptive rights to purchase such number of newly issued equity securities in order to maintain his pro rata ownership interest in the Company.

Book Entry System

Registration of interests in and transfers of the Common Shares are made only through the book entry system administered by CDS. Common Shares must be purchased, transferred and surrendered for redemption through a shareholder’s applicable CDS Participant. All rights of shareholders must be exercised through, and all payments or other property to which such shareholder is entitled will be made or delivered by, CDS or the CDS Participant through which the shareholder holds such Common Shares. Upon the purchase of any Common Shares, a shareholder will typically receive only a customer confirmation from their applicable CDS Participant through which the Common Shares were purchased.

Financial Year End

The fiscal year end of the Company is December 31.

CREDIT FACILITIES

Credit Facilities

On March 28, 2013, the Company entered into a new term facility among VF Canada LP (the “Borrower”), certain affiliates of the Borrower, as guarantors, and Farm Credit Canada (the “Term Loan”). On March 24, 2016, the Term Loan was amended. The following summary describes the current provisions of the Term Loan. The Term Loan matures on May 1, 2021. The current balance of the Term Loan is US$36,694,544. Subject to acceleration upon an event of default, the outstanding balance of the Term Loan will be payable by way of monthly instalments of principal and interest based on an amortization period of 15 years, with the balance of the term loans and all unpaid accrued interest to be paid in full at maturity. The Term Loan is subject to annual financial covenants as well as other positive and negative covenants typical for this type of loan. The Term Loan is a LIBOR borrowing plus a margin based on the prevailing coverage ratio at each reporting date. The interest rate as at the date of this annual information form was 6.28698% per annum.

In addition to the Term Loan described above, the Company also has an operating credit facility with a Canadian chartered bank (the “Bank”). This revolving operating loan of up to CA$13,000,000 is at variable interest rates with a maturity date of October 12, 2021 (the “Operating Loan”). The borrowing base is based on 90% of current accounts receivable less priority claims. No amount was drawn on the Operating Loan as at December 31, 2017 (December 31, 2016 – $nil) which is available to a maximum of CA$13,000,000, less two outstanding letters of credit of US$320,000 and CA$38,500. Interest on amounts borrowed is calculated by way of Prime Rate, US Prime Rate, Base Rate or LIBOR plus a margin. It is the Company’s choice on how it will borrow, and all undrawn funds are charged a stand-by fee of 0.375% per annum. As of the date of this annual information form, the outstanding balance of the Operating Loan is $3,000,000.

 

- 19 -


On September 26, 2014, the Company’s subsidiary, VFCE, entered into a loan agreement with the Bank (the “VFCE Loan”). The VFCE Loan is a non-revolving fixed rate loan of CA$3.0 million, has a maturity date of June 30, 2023, a fixed interest rate of 4.98% per annum, and monthly payments of CA$36,000 which commenced in January 2015. As of the date of this annual information form, the outstanding balance of the VFCE Loan is approximately $1.85 million.

As security for the borrowings, the Company has provided, among other things, promissory notes, a first mortgage on one of the greenhouse properties, and general security agreements over its assets. The borrowings are subject to certain positive and negative covenants customary for loans on terms similar to the Credit Facilities. The Company and certain of its direct and indirect subsidiaries, including APDI, have provided full recourse guarantees of the Credit Facilities and have granted security therefore. As at December 31, 2017, and through April 2, 2018, the Company was in compliance with all covenants.

RISK FACTORS

The risks and uncertainties described below are not the only risks and uncertainties facing the Company. Additional risks and uncertainties not currently known to Management or that Management currently deems immaterial also may impair the operations of the Company. If any of the following risks actually occur, the Company’s business, results of operations and financial condition, could be adversely affected.

Risks Relating to the Company

Product Pricing

The greenhouse vegetable industry is highly competitive and sensitive to changes in the price of greenhouse tomatoes, bell peppers and cucumbers. The price of greenhouse produce is affected by many factors including supply and demand, negotiations between buyers and sellers, quality and general economic conditions, all of which could have a material adverse effect on the financial condition of the Company. Demand for the Company’s products is subject to fluctuations resulting from adverse changes in general economic conditions, evolving consumer preferences, nutritional and health-related concerns and public reaction to food spoilage or food contamination issues. General supply of tomatoes, bell peppers and cucumbers is subject to fluctuations relating to weather, insects, plant disease and changes in greenhouse acreage. There can be no assurance that consumption will increase or that present consumption levels will be maintained. If consumer demands for greenhouse produce decreases, the Company’s financial condition and results of operations may be materially adversely affected.

Maintain Profitability

The Company’s ability to continue to generate comparable net earnings is based, in part, on its ability to maintain its low cost structure to sustain its EBITDA margins. These margins are dependent upon the Company’s ability to continue to profitably sell produce and to be the supplier of choice to its customers. The failure to develop and successfully adapt new products at favourable margins or an increase in cost of goods or operating costs could have a material adverse effect on the financial condition, results of operations, and cash available.

A principal objective of the Company is to pursue operational efficiencies. Profitability depends in significant measure on its ability to, among other things, successfully manage, identify and implement operational efficiencies. There can be no assurance that the Company will be successful in managing its cost control and productivity improvement measures.

Risks Inherent in the Agricultural Business

The Company’s revenue involves the growing of greenhouse produce, an agricultural product. As such, the Company is subject to the risks inherent in the agricultural business, such as weather, insects, plant and seed diseases and similar agricultural risks. Although the Company grows its products in climate-controlled greenhouses, carefully monitors the growing conditions within its greenhouses and retains experienced production personnel, there can be no assurance that natural elements will not have a material adverse effect on the production of its products.

 

- 20 -


Natural Catastrophes

The Company’s operations may be adversely affected by severe weather including wind, snow, hail and rain, which may result in its operations having reduced harvest yields due to lower light levels, or a more catastrophic event as occurred at the Company’s Marfa, Texas facilities on May 31, 2012, when it lost all three of its operating greenhouses to a short but powerful hail storm. Although the Company anticipates and factors in certain periods of lower than optimal light levels, extended periods of severe or unusual light levels may adversely impact its financial results due to higher costs and missed sales opportunities arising from reduced production yields.

The Company’s business operations, some of which are located on the British Columbia coast, are located in an area that is geologically active and considered to be at risk from earthquakes. The Company’s earthquake deductible is 10% of the Company’s loss caused by the earthquake, subject to a maximum deductible of CA$5,000,000.

Climate change over time is predicted to lead to changes in the frequency of storm events as well as their severity. The Company is unable to predict the impact of climate change on its business.

While the Company maintains insurance coverage, it cannot predict that all potential insurable risks have been foreseen or that adequate coverage is maintained against known risks.

Retail Consolidation

The Company’s top ten customers for the years ended December 31, 2017 and 2016 accounted for approximately 62% and 63%, respectively, of total revenues. As a result of continuing retail consolidation, the Company’s U.S. retail customers grow larger and become more sophisticated enabling them to demand lower pricing, special packaging or varieties as well as increased promotional programs. If the Company is unable to use its scale, marketing expertise and market leadership position to respond to these trends, it may have a material adverse effect on its financial condition and results of operations.

Covenant Risk

Under the terms of the Credit Facilities, the Company is subject to a number of covenants, including debt service covenants. These covenants could reduce the Company’s flexibility in conducting the Company’s operations by limiting the Company’s ability to borrow money and may create a risk of default on the Company’s debt (including by a cross-default to other credit agreements) if the Company cannot satisfy or continue to satisfy these covenants. In the event that the Company cannot comply with a debt covenant, or anticipates that it will be unable to comply with a debt covenant in the future, management may seek a waiver and/or amendment from the applicable lenders in respect of any such covenant in order to avoid any breach or default that might otherwise result there from. If the Company defaults under any of the Credit Facilities and the default is not waived by the applicable lenders, the debt extended pursuant to all of its debt instruments could become due and payable prior to its stated due date. The Company cannot give any assurance that (i) its lenders will agree to any covenant amendments or waive any covenant breaches or defaults that may occur under the applicable debt instruments, or (ii) it could pay this debt if it became due prior to its stated due date. Accordingly, any default by the Company under its existing debt that is not waived by the applicable lenders could materially adversely impact the Company’s results of operations and financial results and may have a material adverse effect on the trading price of its Common Shares. See also “Risk Factors—Dependence Upon Credit Facilities”.

Dependence Upon Credit Facilities

The Company is subject to fluctuations in its working capital on a month to month basis. Consistent with its past practice, the Company may draw down on revolving credit facilities available under its Operating Loan. There can be no assurance that the Company will continue to have access to appropriate credit facilities on reasonable terms and conditions, if at all. An inability to draw down upon credit facilities could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

- 21 -


Competition

The greenhouse vegetable industry in North America is highly competitive. The Company faces competition from numerous greenhouse operators throughout North America and, to a lesser extent, Europe. Some of the Company’s competitors have strong economic resources and are well established as suppliers to the markets in which the Company’s products are sold. Accordingly, such competitors may be better able to withstand volatility within the industry and challenging economic times due to retaining greater operating and financial flexibility than the Company. There can be no assurance that the Company will be able to compete successfully against its current or future competitors or that such competition will not have a material adverse effect on the Company’s financial condition and results of operations and the amount of cash available for distribution to shareholders.

Transportation Disruptions

Due to the perishable and premium nature of the Company’s products, the Company depends on fast and efficient road transportation to distribute its product. Any prolonged disruption of this transportation network could have an adverse effect on the Company’s financial condition and results of operations.

Labour

The Company’s operations are labour intensive, particularly during peak harvest months. In Canada, most of the Company’s labour is supplied by contract labour suppliers on short-term contracts and workers hired through the Seasonal Agriculture Workers Program. There can be no assurance that the Company will be able to source sufficient skilled labourers in the future. In the case of the facilities in west Texas, a portion of the Company’s labour is documented workers in Mexico who cross the U.S. border on a daily basis into Texas. There can be no assurance that the Company would not be impacted by any decision relating to control of the U.S./Mexico border. In the case of the facility in Monahans, Texas it is situated in the middle of the Texas oil and gas patch and finding and retaining farm workers at affordable rates is an ongoing challenge. Any shortage of such labour could restrict the ability of the Company to operate its greenhouses and to distribute its product to its customers.

Efforts by labour unions to organize the Company’s employees could divert management attention away from regular day-to-day operations and increase the Company’s operating expenses. Labour unions may make attempts to organize the Company’s non-unionized employees. Management is not aware of any activities relating to union organizations at any of its greenhouse facilities. Management cannot predict which, if any, groups of employees may seek union representation in the future or the outcome of any collective bargaining. If the Company is unable to negotiate acceptable collective bargaining agreements, it may have to wait through “cooling off” periods, which are often followed by union initiated work stoppages, including strikes. Depending on the type and duration of any work stoppage, the Company’s operating expenses could increase significantly, which could have a material adverse effect on its financial condition, results of operations and cash flows.

Risks Associated with Cross-Border Trade

The Company’s Canadian and U.S. product is actively sold cross-border. Markets in the United States and other countries may be affected from time to time by trade rulings and the imposition of customs, duties and other tariffs. There can be no assurance that the Company’s financial condition and results of operations will not be materially adversely affected by trade rulings and the imposition of customs duties or other tariffs in the future. Furthermore, there is no assurance that further trade actions will not be initiated by U.S. producers of greenhouse or field grown vegetables. Any prolonged disruption in the flow of the Company’s product across the U.S.-Canada border could have an adverse effect on the Company’s financial condition and results of operations.

 

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Key Executives

The Company depends heavily on each member of its management team and the departure of a member of management could cause its operating results to suffer. The future success of the Company will depend on, among other things, its ability to keep the services of these key executives and to hire other highly qualified employees at all levels. The Company will compete with other potential employers for employees, and it may not be successful in hiring and retaining the services of executives and other employees that it requires. The loss of the services of, or the Company’s inability to hire, executives or key employees could hinder its business operations and growth.

Uninsured and Underinsured Losses

The Company maintains at all times insurance coverage in respect of potential liabilities of the Company and the accidental loss of value of the assets of the Company from risks, in those amounts, with those insurers, and on those terms as Management considers appropriate to purchase and which is readily available, taking into account all relevant factors including the practices of owners of similar assets and operations, as well as costs.

Not all risks are covered by insurance or the insurance may have high deductibles, and no assurance can be given that insurance will be consistently available or will be consistently available on an economically feasible basis, or that the amounts of insurance will at all times be sufficient to cover each and every loss or claim that may occur involving the assets or operations of the Company and loss payments may not be as timely and responsive as the Company’s working capital needs require. In particular, damage caused by an accidental or natural disaster to any or all of the Company’s key production facilities may result in significant replacement costs and loss of business that may not be fully recoverable or is subject to a high deductible (such as an earthquake in British Columbia) under any insurance policy.

The Company does not carry crop loss or cyber security insurance.

Governmental Regulations

The Company’s operations are governed by a broad range of federal, state, provincial and local environmental, health and safety laws and regulations, permits, approvals, and common law and other requirements that impose obligations relating to, among other things: worker health and safety; the release of substances into the natural environment; the production, processing, preparation, handling, storage, transportation, disposal, and management of substances (including liquid and solid, non hazardous and hazardous wastes and hazardous materials); and the prevention and remediation of environmental impacts such as the contamination of soil and water (including groundwater). Failure by the Company to comply with applicable laws, rules, regulations and policies may subject the Company to civil or regulatory proceedings, including fines, injunctions, administrative orders or seizures, which may have a material adverse effect on the Company’s financial condition and results of operations. Also, as a result of the above requirements, the Company’s operations and ownership, management and control of property carry an inherent risk of environmental liability (including potential civil actions, compliance or remediation orders, fines and other penalties), including with respect to the disposal of waste and the ownership, management, control or use of transport vehicles and real estate. Compliance with all such laws and future changes to them is material to the Company. The Company has incurred and will continue to incur significant capital and operating expenditures to comply with such laws. Future discovery of previously unknown environmental issues, including contamination of property underlying or in the vicinity of the Company’s present or former properties or manufacturing facilities, could require the Company to incur material unforeseen expenses. All of these risks and related potential expenses may have a material adverse effect on the Company’s financial condition and results of operations.

Product Liability

As a producer of food products, the Company is subject to potential product liabilities connected with its operations and the marketing and distribution of vegetable products, including liabilities and expenses associated with contaminated or unsafe product. There can be no assurance that the insurance against all such potential liabilities maintained by the Company will be adequate in all cases. In addition, even if a product liability claim was not successful or was not fully pursued, the negative publicity surrounding any such assertion could harm the Company’s reputation with its customers. The consequences of any of the foregoing events may have a material adverse effect on the Company’s financial condition and results of operations.

 

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Cyber Security

Cyber security has become an increasingly problematic issue for issuers and businesses in Canada and around the world, including the Company. Cyber-attacks against organizations of all sizes are increasing in sophistication and are often focused on financial fraud, compromising sensitive data for inappropriate use or disrupting business operations. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the Company’s information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can include gaining unauthorized access to information systems to disrupt operations, corrupt data or steal confidential information. As the Company’s reliance on technology has increased, so have the risks posed to its systems. The Company’s primary risks that could directly result from the occurrence of a cyber-incident include operational interruption, damage to its reputation, damage to the Company’s business relationships, disclosure of confidential information regarding its employees and third parties with whom the Company interacts, and may result in negative consequences, including remediation costs, loss of revenue, additional regulatory scrutiny and litigation. The Company has implemented processes, procedures and controls to help mitigate these risks, but these measures, as well as its increased awareness of a risk of a cyber-incident, do not guarantee that its financial results will not be negatively impacted by such an incident.

Vulnerability to Rising Energy Costs

The Company’s greenhouse operations consume considerable energy for heat and carbon dioxide production, and are vulnerable to rising energy costs. Energy costs have shown volatility, which has and may continue to adversely impact the Company’s cost structure. Should the cost of energy rise, and should the Company face difficulties in sustaining price increases to offset the impact of increasing fuel costs, gross profit margins could be adversely impacted. See “Description of the Business — Energy Management Strategy”.

Risks of Regulatory Change

The Company is subject to extensive laws and regulations with respect to the production, handling, distribution, packaging and labelling of its products. Such laws, rules, regulations and policies are administered by various federal, state, provincial, regional and local health agencies and other governmental authorities. Changes to any of these laws and regulations could have a significant impact on the Company. There can be no assurance that the Company will be able to cost effectively comply with future laws and regulations. Failure by the Company to comply with applicable laws and regulations may subject the Company to civil or regulatory proceedings, including fines, injunctions, recalls or seizures, which may have a material adverse effect on the Company’s financial condition and results of operations. In addition, the Company voluntarily submits to guidelines set by certain private industry associations. Failure to comply with such guidelines or to adopt more stringent guidelines set by such associations in the future may result in lower sales in certain retail markets and may adversely affect the Company’s financial condition and results of operations. Among the regulations to which the Company is subject are those administered by the BCVMC. The BCVMC grants each licensed producer that it regulates an annual quota to produce specified products in a given year. The BCVMC also has the authority to set the prices at which a regulated product may be bought or sold in British Columbia. There can be no assurance that the BCVMC will not alter its quota allocation policy or that the BCVMC will not introduce pricing restrictions in a manner that could adversely affect the Company’s financial condition and results of operations. There can be no assurance that a modification of the current regulatory schemes will not have an adverse effect on the Company’s financial condition, results of operations.

Environmental, Health and Safety Risk

The Company’s operations are subject to national, regional and local environmental, health and safety laws and regulations governing, among other things, discharge to air, land and water, the handling and storage of fresh produce, waste disposal, the protection of employee health, safety and the environment. The Company’s greenhouse facilities could experience incidents, malfunctions or other unplanned events that could result in discharges in excess of permitted levels resulting in personal injury, fines, penalties or other sanctions and property damage. The Company must maintain a number of environmental and other permits from various governmental authorities in order to operate.

 

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Failure to maintain compliance with these requirements could result in operational interruptions, fines or penalties, or the need to install potentially costly pollution control technology. Compliance with current and future environmental laws and regulations, which are likely to become more stringent over time, including those governing greenhouse gas emissions, may impose additional capital costs and financial expenditures, which could adversely affect operational results and profitability.

Foreign Exchange Exposure

The Company estimates that approximately 85% of its sales will be recorded in U.S. dollars; as such it is necessary to convert U.S. dollars to Canadian dollars and Euros to pay for some of its production and overhead costs. Any foreign currency hedge arrangements that the Company has entered into may not protect it against any losses which may occur as a result of a fluctuation in the U.S./Canadian dollar or U.S./Euro exchange rates. As a result, such fluctuations may have an adverse impact on the Company’s financial results and the amount of free cash flow available for distribution to shareholders.

Technological Advances

It is possible that more economical or efficient greenhouse production technology than what is currently used by the Company will be developed, thereby potentially adversely affecting the Company’s competitive position.

Accounting Estimates

The Company will be required to make accounting estimates and judgments in the ordinary course of business. Such accounting estimates and judgments will affect the reported amounts of its assets and liabilities at the date of the financial statements and the reported amounts of its operating results during the periods presented. Additionally, the Company will be required to interpret the accounting rules in existence as of the date of the financial statements when the accounting rules are not specific to a particular event or transaction. If the underlying estimates are ultimately proven to be incorrect, or if auditors or regulators subsequently interpret the Company’s application of accounting rules differently, subsequent adjustments could have a material adverse effect on its operating results for the period or periods in which the change is identified. The Company historically carried its land at historical cost. As at December 31, 2016, the Company has changed its policy so that land is now measured at fair value. The land will be revalued every three years. Subsequent adjustments to land value or changes in other accounting estimates could require the Company to restate its financial statements. A restatement of the Company’s financial statements could result in a material change in the price of the Common Shares.

Growth

The Company may not be able to successfully manage its growth. The Company’s growth strategy will place significant demands on its financial, operational and management resources. In order to continue its growth, it will need to add administrative, management and other personnel, and make additional investments in operations and systems. The Company may not be able to locate and train qualified personnel, or do so on a timely basis, or expand its operations and systems to the extent, and in the time, required.

Risks Relating to the Joint Venture

Reliance on Licenses

The Joint Venture’s ability to grow, store and sell cannabis in Canada is solely dependent on its ability to obtain licenses to cultivate and sell cannabis under the ACMPR (a “License”) for each of the greenhouses at which it proposes to grow cannabis. Moreover, the introduction of the Cannabis Act, expected to become law in the summer of 2018, is expected to change the licensing requirements required to operate a cannabis cultivation facility, sell cannabis as well as how to conduct additional licensed activities. Under the Cannabis Act, the Joint Venture and the Company may be required to obtain discreet licenses for each licensable activity including cultivation, processing, testing, sale and distribution. Once obtained, each License is subject to ongoing compliance and reporting requirements. Failure to comply with the requirements of a License or any failure to maintain such License would have a material adverse

 

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impact on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company. Although the Company believes the Joint Venture will obtain any required Licenses and meet the requirements for extension of any License, there can be no guarantee that any License will be granted, extended or renewed, or if it is extended or renewed, that it will be extended or renewed on the same or similar terms. Should a License not be granted, extended or renewed or should it be renewed on different terms, the business, prospects, financial condition, results of the operation and cash flows of the Joint Venture and the Company would be materially adversely affected. In addition, should Health Canada have concerns about the change of shareholder status of Pure Sunfarms Canada Corp. upon the Joint Venture exercising its option to buy the shares of Pure Sunfarms Canada Corp., such that the Licenses cannot be lawfully possessed by the Joint Venture, the business, prospects, financial condition, results of the operation and cash flows of the Joint Venture and the Company would be materially adversely affected.

Regulatory Risks

The activities of the Joint Venture are subject to regulation by governmental authorities, particularly under the ACMPR. Achievement of the Joint Venture’s business objectives are contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. Neither the Company nor the Joint Venture can predict the time required to secure all appropriate regulatory approvals for the Joint Venture or its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain, regulatory approvals would significantly delay the development of products and could have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

The commercial cannabis industry is a new industry in Canada and the Company anticipates that regulations governing the industry will be subject to change. In addition, the proposed Cannabis Act is not yet in force and the regulations to the Cannabis Act have not yet been published. The operations of the Joint Venture will be subject to a variety of laws, regulations, guidelines and policies relating to the manufacture, processing, import, export, management, packaging/labelling, advertising, sale, transportation, storage and disposal of cannabis but also laws and regulations relating to drugs, controlled substances, health and safety, land use, the conduct of operations and the protection of the environment. Any changes to such laws, regulations, guidelines and policies may have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Additionally, although neither the Company nor the Joint Venture has any cannabis-related operations in the United States, as certain members of the Company’s management team are located in the United States, the Company and the Joint Venture may be subject to risks with respect to changes in cannabis regulation and enforcement in the United States. Any changes in the United States regulatory regime, or the scope and extent of the enforcement thereof, could have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Unfavourable Publicity or Consumer Perception

The Company believes the cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced. Consumer perception of the Joint Venture’s products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Joint Venture’s products and the business, prospects, results of operations, financial condition and cash flows of the Joint Venture and the Company. The Joint Venture’s dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on the Joint Venture, the demand for the Joint Venture’s products, and the business, prospects, results of operations, financial condition and cash flows of the Joint Venture and the Company. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the Joint Venture’s products specifically, or associating the consumption

 

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of cannabis with illness or other negative effects or events, could have such a material adverse effect on the Joint Venture and the Company. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed. Such adverse publicity reports or other media attention may also impact the Company’s reputation.

Competition

The Joint Venture may face increased competition from other Licensed Producers as the cannabis industry matures. Increased competition from larger and/or better-financed competitors could have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company. In addition, there may be pressure for industry consolidation creating larger companies with increased scope. To date, Health Canada has only issued a limited number of licenses under the ACMPR. However, there are a very large number of pending applications for licenses. If demand for cannabis production increases, the Company expects competition to increase, as current and future competitors will begin to offer an increasing number of diversified products. A significant increase in the number of licenses granted could have a material adverse impact on the operations of the Joint Venture. The Joint Venture will require continued investment in research and development, marketing, sales and client support efforts to remain competitive. The Joint Venture and the Company may not have sufficient resources to meet such investment needs which could materially adversely affect the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Risks Inherent in an Agricultural Business

The Joint Venture’s business involves the growing of cannabis, an agricultural product. Such business will be subject to the risks inherent in any agricultural business, such as insects, plant diseases, shortage of qualified labour and similar agricultural risks. Although the Joint Venture will be growing in a controlled environment with climate controlled systems in place, there can be no assurance that natural elements or labour issues will not have a material adverse effect on any such future production, the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Risks Related to the Joint Venture

The Company’s future cash flows, earnings, results of operations and financial condition will in part depend on the Company retaining its ownership interest in the Joint Venture. Under the Joint Venture Agreement, either the Company or Emerald may exercise the Buy-Sell effective on or after June 6, 2019 in certain circumstances, which could result in the Company having to either sell all of its interest in the Joint Venture or acquire all of Emerald’s interest in the Joint Venture. In addition, any dilution of the Company’s interest in the Joint Venture would adversely affect the amount of revenue the Company can derive from the Joint Venture.

The success of the Joint Venture depends on the Company and Emerald maintaining a cooperative working relationship. Since each of Emerald and the Company control half of the board of directors of the Joint Venture, the Company relies on Emerald as an equal partner in the Joint Venture. Any strain on, or breakdown of, the working relationship between the Company and Emerald could adversely affect the governance and operations of the Joint Venture. Since the Buy-Sell becomes effective on or after June 6, 2019 and upon a deadlock of the board of directors of the Joint Venture with respect to Material Decisions or the inability of the board of directors of the Joint Venture to pass an annual budget within a specified timeframe, any breakdown in the relationship between Emerald and the Company may ultimately result in the exercise of the Buy-Sell provision. If the Company is required to sell its interest in the Joint Venture pursuant to the Buy-Sell, this would result in a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows.

 

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Reliance on a Single Facility

To date, the Joint Venture’s activities and resources have been primarily focused on the Delta 3 Greenhouse. The Joint Venture expects to continue the focus on this facility for the foreseeable future. Adverse changes or developments affecting the existing facility could have a material adverse effect on the Joint Venture’s ability to continue producing cannabis and the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Conversion of Facility

While the Delta 3 Greenhouse facility received its initial cultivation license on March 2, 2018, it continues to convert the remaining sections of the Delta 3 Greenhouse facility which are subject to additional Health Canada regulatory approvals. There is also no guarantee that Health Canada will approve the entire Delta 3 Greenhouse for cultivation in a timely fashion, or at all. Additionally, the Joint Venture has commenced the Health Canada sales license process, which is crucial for the Joint Venture to be able to sell cannabis under the ACMPR. The delay or denial of such approvals would have a material adverse impact on the business of the Joint Venture and the Company, and may result in the Joint Venture not meeting anticipated or future demand when it arises.

Limited Operating History in the Cannabis Industry

The Joint Venture has yet to generate a profit from its operations. The Joint Venture is therefore subject to many of the risks common to early-stage enterprises, including limitations with respect to personnel, financial, and other resources and lack of significant revenues. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment from the operations of the Joint Venture and the likelihood of success must be considered in light of the early stage of operations.

Failure to Realize Growth Strategy

There are risks associated with the Company’s growth strategy, and such strategies may not succeed, as they can be adversely affected by a variety of factors, including some that are discussed elsewhere in these risk factors as well as delays in obtaining, or conditions imposed by, regulatory approvals and quality control and health concerns. As a result, there is a risk that the Company may not have the capacity to meet customer demand or to meet future demand when it arises. If the Company cannot manage growth in the cannabis industry effectively it may have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Research and Development and Product Obsolescence

Rapidly changing markets, technology, emerging industry standards and frequent introduction of new products characterize the Joint Venture’s business. The introduction of new products embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may render the Joint Venture’s cannabis products obsolete, less competitive or less marketable. The process of developing the Joint Venture’s products is complex and requires significant continuing costs, development efforts and third party commitments. The Joint Venture’s failure to develop new technologies and products and the obsolescence of existing technologies could adversely affect the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company. The Joint Venture may be unable to anticipate changes in its potential customer requirements that could make the Joint Venture’s existing technology obsolete. The Joint Venture’s success will depend, in part, on its ability to continue to enhance its existing technologies, develop new technology that addresses the increasing sophistication and varied needs of the market, and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of the Joint Venture’s proprietary technology entails significant technical and business risks. The Joint Venture may not be successful in using its new technologies or exploiting its niche markets effectively or adapting its businesses to evolving customer or medical requirements or preferences or emerging industry standards. This may have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

 

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Product Liability

As the Joint Venture’s products are designed to be ingested by humans, the Joint Venture and the Company face a risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the sale of the Joint Venture’s cannabis products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Joint Venture’s cannabis products alone or in combination with other medications or substances could occur. The Joint Venture may be subject to various product liability claims, including, among others, that the Joint Venture’s products caused injury or illness and that the Joint Venture provided inadequate instructions for use or inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Joint Venture could result in increased costs, could adversely affect the Joint Venture’s and the Company’s reputation with its clients and consumers generally, and could have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company. There can be no assurance that the Joint Venture will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Joint Venture’s potential products.

Product Recalls

Manufacturers of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. If any of the Joint Venture’s cannabis products are recalled due to an alleged product defect or for any other reason, the Joint Venture could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Joint Venture may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Joint Venture will put in place detailed procedures for testing its cannabis products before production of cannabis products begin, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. A recall for any of the foregoing reasons could lead to decreased demand for the Joint Venture’s products and could have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company. Additionally, product recalls may lead to increased scrutiny of the Joint Venture’s operations by Health Canada or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Fluctuating Prices of Raw Materials

The Joint Venture’s revenues will in large part be derived from the production, sale and distribution of cannabis. The price of production, sale and distribution of cannabis will fluctuate widely due to, among other factors, how young the cannabis industry is and the impact of numerous factors beyond the control of the Joint Venture and the Company including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new production and distribution developments and improved production and distribution methods. The effect of these factors on the price of product produced by the Joint Venture and, therefore, the economic viability of the Joint Venture’s business, cannot accurately be predicted. This may have a material adverse effect on the business, prospects, financial condition, results of operations and cash flows of the Joint Venture and the Company.

Environmental Regulations and Risks

The Joint Venture’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is

 

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no assurance that future changes in environmental regulation, if any, will not adversely affect the Joint Venture’s operations. Government approvals and permits are currently, and may in the future be, required in connection with the Joint Venture’s operations. To the extent such approvals are required and not obtained, the Joint Venture may be curtailed or prohibited from its proposed production of cannabis or from proceeding with the development of its operations as currently proposed. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Joint Venture and the Company may be required to compensate those suffering loss or damage by reason of the Joint Venture’s operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing the production of cannabis, or more stringent implementation thereof, could have a material adverse impact on the Joint Venture and the Company, and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

Risks Related to Tax

Potential U.S. Permanent Establishment of VF Canada GP and VF Canada LP

Under the Canada U.S. Tax Convention, a Canadian resident will be subject to U.S. income taxation with respect to the business profits of such Canadian resident attributable to a permanent establishment (“PE”) of such Canadian resident located in the United States. A Canadian resident generally will be treated as maintaining a PE in the United States if, among other situations, an agent of the Canadian resident (other than an independent agent acting in the ordinary course of its business) has, and habitually exercises in the United States, authority to conclude contracts in the name of the Canadian resident.

Due to the cross border activity of certain employees of the Company, the United States may deem VF Canada GP and VF Canada LP to maintain a U.S. permanent establishment. In the event that such a U.S. permanent establishment is deemed to exist, VF Canada GP and VF Canada LP generally will be required to file U.S. federal income tax returns and will be subject to U.S. federal income tax with respect to the business profits allocable to such permanent establishment.

Advances by VF Opco to U.S. Holdings

In connection with the completion of the Combination Transaction, VF Opco loaned approximately CA$20,000,000 to U.S. Holdings (the “Advances”). As at December 31, 2017, CA$9,500,000 of the Advances remained outstanding. U.S. Holdings has claimed interest deductions with respect to the interest paid on the Advances in computing its income for U.S. federal income tax purposes. There can be no assurance that the IRS will not assert that any portion of the advances was equity in the U.S. borrower for U.S. federal income tax purposes. If the IRS were successful in this assertion, payments made by U.S. Holdings on such Advances would be treated as non-deductible distributions paid by U.S. Holdings to VF Opco and subject to U.S. federal withholding taxes. The Company anticipates that the amount of any such withholding taxes, net of positive tax consequences that may arise from related circumstances, will not be material. In addition, the deductibility of interest paid or accrued may be subject to various limitations. The Company anticipates that the amount of interest charged on such Advances that might otherwise be claimed as a deduction, will not be material.

Transfer Pricing

Pursuant to an annual sales agreement, VF Opco has agreed to sell some of its inventory to VFLP for resale in the United States, as well as VFLP has agreed to sell some of its inventory to VF Opco for resale in Canada. VF Opco and VFLP take the position that the amounts charged by VF Opco and VFLP for such inventory represent the fair market value of the goods sold. The IRS or the Canada Revenue Agency have and may, in the future, challenge the pricing as being in excess of fair market value. If the IRS or the Canada Revenue Agency were successful in challenging the pricing, VFLP’s U.S. or Canadian taxable income could be increased. The consequences being a higher overall effective tax rate, as well as the potential for higher tax payments.

 

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U.S. Real Property Holding Corporation

If U.S. Holdings is, or has been within the prior five years, a United States real property holding corporation as defined under section 897 of the Internal Revenue Code, any portion of a distribution by U.S. Holdings to VF Opco which is treated as a gain for U.S. federal income tax purpose would be subject to United States federal income and withholding taxes.

DIVIDENDS

Dividend Policy

The Company has no current plans to pay dividends as it is growth focused. The amount of any dividends payable by the Company will be at the discretion of the board of directors of the Company and may vary depending on, among other things, the Company’s earnings, financial requirements for the Company’s operations, growth opportunities, debt covenants, the satisfaction of the solvency tests imposed by the CBCA for declaration and payment of dividends and the conditions existing from time to time.

Historical Distributions

The Company has not paid any cash dividends or distributions on any class of the Company’s securities for any of the three most recently completed financial years.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed and posted for trading on the TSX under the symbol “VFF”. The following table sets forth the trading price range and trading volume of the Common Shares for the most recently completed financial year, as reported by the TSX:

 

                    Month        High            Low        Volume  

2017

   January    1.59    1.32      658,856  
   February    1.80    1.50      647,180  
   March    1.85    1.58      364,122  
   April    1.99    1.77      331,347  
   May    1.98    1.60      137,863  
   June    2.84    1.74      1,093,619  
   July    2.21    1.88      382,950  
   August    2.14    1.87      415,464  
   September    2.90    1.87      960,869  
   October    4.15    2.62      3,089,304  
   November    6.25    3.55      4,309,894  
   December    7.93    5.41      6,190,748  

 

- 31 -


DIRECTORS AND MANAGEMENT

The following table sets forth the name, position with the Company, municipality of residence, principal occupation during the five preceding years, period of service for each of the directors and executive officers of the Company and the number of Common Shares beneficially owned by him/her, directly or indirectly, or over which he/she exercises control or direction:

 

Name and Municipality
of Residence(1)

 

Position

 

Principal Occupation
During the Past Five
Years(1)

 

Service as a
Director/Executive
Officer

 

No. of
Common Shares
Beneficially Owned(2)

Michael A. DeGiglio
Florida, USA
  Director, and Chief Executive Officer   Chief Executive Officer of the Company   Director and Executive Officer since October 18, 2006   9,821,649
John P. Henry(3)
Florida, USA
  Director   Retired senior executive   Director since October 18, 2006   35,000
David Holewinski(3),(4)
Michigan, USA
  Director   Management Consultant   Director since June 21, 2011   145,000
John R. McLernon(4)
British Columbia, Canada
  Chair of the Board Directors   Honorary Chairman and Co-Founder of Colliers International   Director since January 18, 2005   106,500
Stephen C. Ruffini
Florida, USA
  Director, Executive Vice President and Chief Financial Officer   Chief Financial Officer of the Company   Director since 2014 and Executive Officer since January 5, 2009   500,000
Christopher C.
Woodward(3)(4)
British Columbia, Canada
  Director   President, Woodcorp Investments Ltd. (private investment company)   Director since November 10, 2003   165,000
Dr. Roberta Cook
California, USA
  Director   Marketing Consultant   Director since January 4, 2016   20,000

 

(1)

The information as to municipality of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors and executive officers individually.

(2)

The directors and executive officers of the Company beneficially own, directly or indirectly, or exercise control or direction over an aggregate of 10,793,149 Common Shares, representing approximately 25.4% of the issued and outstanding Common Shares. The information as to Common Shares beneficially owned or over which a director or executive officer exercises control or direction, not being within the knowledge of the Company, has been furnished by the director or executive officer individually.

(3)

Member of the Audit Committee of the Company.

(4)

Member of the Compensation and Corporate Governance Committee of the Company.

Each of the directors of the Company holds office for a term expiring at the close of the next annual meeting of shareholders or until his/her successor is appointed, unless his or her office is earlier vacated.

The following are brief profiles of the directors and executive officers of the Company:

Michael A. DeGiglio, Director and Chief Executive Officer of the Company. Mr. DeGiglio is a founder of Village Farms International through preceding companies and has served as its Chief Executive Officer since its inception in 1989. Mr. DeGiglio joined EcoScience Corporation (NASDAQ) a bio-technology company, in November 1992 upon its acquisition of Agro-Dynamics Inc., a company Mr. DeGiglio founded in 1984 and served as President since its inception. Additional, he served as President and Chief Executive Officer of EcoScience from 1995 until its merger with Village Farms in 1999. Prior to commencing his business career in 1983, Mr. DeGiglio served on active duty in the United States Navy from 1976 through 1983, and in the Naval Air reserves from 1983 through 2001, retiring at the rank of Captain. Throughout his Naval career, Captain DeGiglio held multiple Department head positions, successfully completed a tour as Commanding Officer of a jet squadron, performed multiple tours overseas, accumulated over 5,000 hours of military flight time, and completed numerous senior management and military courses. Mr. DeGiglio received a Bachelor of Science degree in Aeronautical Science from Embry Riddle Aeronautical University (ERAU) in Daytona Beach, Florida. He has served as the former Chairman of the Presidential Advisory Board of ERAU.

 

- 32 -


John P. Henry, Director of the Company. Mr. Henry has served as a director of the Company since 2006. From 1981 to 2000, Mr. Henry was employed by Ocean Spray Cranberries, Inc. (“Ocean Spray”), retiring as Senior Vice-President of Grower Relations and Chief Financial Officer in 2000. Ocean Spray grew from $400 million to $1.3 billion in revenues during his tenure. Mr. Henry also served as a Director of Nantucket Allserve Inc., a majority owned subsidiary of Ocean Spray. From 1980 to 1981 he was Chief Financial Officer of Castle Toy Co, Inc. prior to this; Mr. Henry was employed by Laventhol and Horwath providing auditing, consulting and tax services to large public and private companies. He received a Bachelor of Science degree in Business Administration and Master in Taxation degrees from Bryant College in Smithfield, Rhode Island. Mr. Henry is a non-practicing Certified Professional Accountant in the State of Rhode Island.

David Holewinski, Director of the Company. Mr. Holewinski is a Management Consultant. He served as a director of Agro Power Development Inc. (“APDI”) from 2004 until October 2006. Between 1995 and 2000, Mr. Holewinski also served as Senior Vice President of Business Development for APDI. Mr. Holewinski has co-founded two biotechnology companies, a company with cyber technology and also co-founded a company with novel precast concrete technology for the construction industry. Between 1983 and 1988, Mr. Holewinski was a Manager of Business Development for ConAgra Foods, Inc. Mr. Holewinski has a Bachelor of Arts degree from Pennsylvania State University and a Master of Business Administration degree from Harvard University.

John R. McLernon, Chairman and Director of the Company. Mr. McLernon is President of McLernon Consultants Ltd. He is Honorary Chairman and Co-Founder of Colliers International (“Colliers”), a global commercial real estate services company operating from 485 offices in 65 countries. He served as Chairman and Chief Executive Officer of Colliers from 1977 to 2002 and as Chairman until December 2004. Mr. McLernon also serves as a director of several public and private companies as well as major nonprofit organizations.

Stephen C. Ruffini, Director and Chief Financial Officer of the Company. Mr. Ruffini joined Village Farms in January 2009. Mr. Ruffini came to Village Farms from Performing Brands, Inc. where he served as Chief Operating Officer and Chief Financial Officer. Mr. Ruffini has 25 years of extensive financial, operations, investor relations and mergers and acquisitions experience with leading international companies, including Hit Entertainment plc, Lyrick Corporation and Arthur Andersen LLP. Mr. Ruffini is a Certified Public Accountant who holds an M.B.A. from the University of Texas, in Austin, Texas and a B.B.A. in Finance from the Southern Methodist University in Dallas, Texas.

Christopher C. Woodward, Director of the Company. Mr. Woodward is a member of the Audit Committee and Compensation Committee. Mr. Woodward serves as a chair or director of a number of private, public companies and charitable institutions. These include the P.A. Woodward Medical Foundation, Brentwood College and the Sea to Sky Gondola Corp. He serves as the current Chair Vancouver Coastal Health Authority, Chair of the Keg Royalty Trust and Director of the Great Western Brewery. Mr. Woodward received his Bachelor of Arts (Economics) degree from the University of Western Ontario.

Dr. Roberta Cook, Director of the Company. On July 1, 2016, Dr. Cook retired from her 31-year position as a Cooperative Extension Marketing Economist in the Department of Agricultural and Resource Economics (ARE) at the University of California, Davis. She is currently an Emerita faculty member, and consults on a broad range of fresh produce marketing issues. She has a PhD in Agricultural Economics from Michigan State University. She serves on the board of directors of Ocean Mist Farms, and has been a board member of Naturipe Farms and Sunkist, as well as numerous other advisory boards in the produce industry. For nearly a decade, Dr. Cook was Faculty Director of the California Agribusiness Executive Seminar co-sponsored by University of California, Davis and Wells Fargo Bank. In 2011, The Packer honoured her as one of the top 25 produce industry leaders.

Board Committees

The board of directors of the Company currently has an audit committee and a compensation and corporate governance committee.

 

- 33 -


Audit Committee of the Company. This committee is comprised of John P. Henry, Christopher C. Woodward and David Holewinski, each independent directors of the Company, and is responsible for maintaining management’s accounting and financial reporting practices and procedures, the adequacy of internal accounting controls and procedures, the quality and integrity of the Company’s financial statements and related financial public disclosure and for liaising with the external auditors of the Company. The chairperson of the audit committee of the Company is John P. Henry.

Compensation and Corporate Governance Committee of the Company. This committee is comprised of John R. McLernon, David Holewinski and Christopher C. Woodward, who are all independent directors and is responsible for assisting the board in determining compensation of senior management as well as reviewing the adequacy and form of directors’ compensation. The committee reviews annually the Chief Executive Officer’s goals and objectives for the upcoming year and each year performs an appraisal of the Chief Executive Officer’s performance. This committee also administers and makes recommendations regarding the operation of the Compensation Plan and other incentive plans of the Company. The committee is responsible for developing the Company’s approach to corporate governance issues, advising the board in filling vacancies on the board and periodically reviewing the compensation and effectiveness of the board and the contribution of individual directors. The chairperson of the compensation and corporate governance committee of the Company is John R. McLernon.

Cease Trade Orders or Bankruptcies

To the knowledge of the directors of the Company, no director or officer of the Company and no personal holding company of any such persons is, as at the date hereof, or was within ten years prior to the date hereof, a director, chief executive officer or chief financial officer of any company that (a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

John R. McLernon was a director of Syscan International Inc. (“Syscan”), a public company whose shares were listed on the TSX Venture Exchange. Mr. McLernon resigned as a director of Syscan within the year preceding Syscan making an assignment to a trustee pursuant to the Bankruptcy and Insolvency Act (Canada) in December 2008.

Stephen C. Ruffini was Chief Operating Officer and Chief Financial Officer of Performing Brands, Inc., which filed for Chapter 7 bankruptcy protection on December 19, 2008, in the North District of Texas – Dallas division.

Penalties or Sanctions

To the knowledge of the directors of the Company, no director or officer of the Company, no shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company and no personal holding company of any such persons has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

To the knowledge of the directors of the Company, no director or officer of the Company, no shareholder holding a sufficient number of the Company’s securities to affect materially the control of the Company, and no personal holding company of any such persons has, during the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold such persons assets.

 

- 34 -


Conflicts of Interest

To the knowledge of the directors of the Company, there are no existing or potential material conflicts of interest among the Company and a director or officer of the Company.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is not involved in any legal proceedings which would have a material effect on the Company. To the knowledge of Management, no legal proceedings of a material nature involving the Company are contemplated by any other party. There have not been any (a) penalties or sections imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the most recently completed financial year, (b) other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision, and (c) settlement agreements the Company entered into before a court relating to securities legislation or with a securities regulatory authority during the most recently completed financial year.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia or Toronto, Ontario.

EXPERTS

The consolidated financial statements of the Company as at December 31, 2017 and December 31, 2016, which comprise the consolidated statements of financial position as at December 31, 2017 and 2016 and the consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes, have been audited by PricewaterhouseCoopers LLP, Chartered Professional Accountants, in Vancouver, British Columbia. PricewaterhouseCoopers LLP has advised the Company that it is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

MATERIAL CONTRACTS

The only contracts entered into, other than in the ordinary course of business, that are material and that were entered into within the most recently completed financial year, or before the most recently completed financial year but are still in effect, are as follows:

 

  (a)

the Term Loan;

 

  (b)

the Operating Loan

 

  (c)

the Securityholders’ Agreement; and

 

  (d)

Joint Venture Agreement

The material contracts are described elsewhere in this annual information form.

 

- 35 -


AUDIT COMMITTEE INFORMATION

Charter of the Audit Committee

The terms of reference of the audit committee of the Company (the “Audit Committee”) are attached as Schedule A to this Annual Information Form.

Composition of the Audit Committee

The Audit Committee presently consists of John P. Henry (Chair), David Holewinski and Christopher C. Woodward. The education and experience of each member is described under “Directors and Management”.

Each member of the Audit Committee is independent and financially literate, as such terms are defined in National Instrument 52 110 — Audit Committees.

Prior Approval Policies and Procedures

All non-audit services to be provided to the Company by the external auditors must either be approved explicitly in advance by the Audit Committee, or by Management pursuant to certain pre approval policies and procedures established by the Audit Committee that are detailed as to the particular services that may be pre-approved.

The Audit Committee may delegate to one or more members of the Audit Committee the authority to grant such pre approvals. The decisions of such member(s) regarding approval of non-audit services shall be reported by such member(s) to the full Audit Committee at its first scheduled meeting following such pre approval.

External Auditor Service Fees

The following table sets forth, by category, the fees billed in Canadian dollars by PricewaterhouseCoopers LLP, the Company’s auditors, for the periods ended December 31, 2017 and 2016:

 

Fee Category

   2017      2016  

Audit fees

   $ 238,500      $ 222,620  

Audit-related fees

     31,540        9,500  

Tax fees

     73,632        66,824  
  

 

 

    

 

 

 

Total

   $ 343,672      $ 298,944  
  

 

 

    

 

 

 

Audit fees” and “Audit–related fees” include all fees paid to PricewaterhouseCoopers LLP for the audit of the annual consolidated financial statements, review of the interim financial statements, conversion to International Financial Reporting Standards and other services in connection with regulatory filings.

Tax fees” include all fees paid to PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning, and advisory services.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, as applicable, is contained in the Company’s management information circular for its most recent annual meeting of shareholders that involves the election of directors. Additional financial information is provided in the Company’s audited consolidated financial statements and management’s discussion and analysis for the Company’s most recently completed financial year.

 

- 36 -


SCHEDULE A

VILLAGE FARMS INTERNATIONAL, INC. (together with its subsidiaries, as the context requires, the “Company”)

AUDIT COMMITTEE CHARTER

December 31, 2009

The Company wishes to adopt certain procedures specified in this Charter.

 

1.

PURPOSE

The Audit Committee (the “Committee”) is a standing committee of the board of directors of the Company (the “Board”). The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to monitoring the Company’s accounting and financial reporting and practices and procedures; the adequacy of the Company’s internal accounting controls and procedures; and for reviewing the quality and integrity of financial statements and other financial information provided by the Company to securityholders and others, and approving the interim financial statements and the related management’s discussion and analysis as delegated by the Board.

 

2.

STRUCTURE AND OPERATIONS

The Committee shall be comprised of three or more members of the Board, who all satisfy the “independence” and “financial literacy” requirements of National Instrument 52-110 – Audit Committees (“NI 52-110”), as amended. No member of the Committee shall be an officer or employee of the Company, or any affiliate of the Company.

For the purposes of this Charter, a member of the Committee is “independent” if the member has no direct or indirect material relationship with the Company, as more fully defined in NI 52-110, and a member of the Committee is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the accounting issues that can reasonably be expected to be raised by the financial statements of the Company.

The members of the Committee shall be annually appointed by the Board and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority of the Board. Unless a chairperson (a “Committee Chair”) is elected by the full Board, the members of the Committee shall designate a Committee Chair by the majority vote of the full Committee membership. The Committee Chair shall be entitled to vote to resolve any ties. The Committee Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings.

 

3.

MEETINGS

The Committee shall meet at least quarterly or more frequently as circumstances dictate. As part of its goal to foster open communication, the Committee shall periodically meet with management of the Company and the external auditors to discuss any matters that the Committee or each of these groups believes should be discussed. The Committee may meet privately with the auditors, outside counsel of its choosing and the Chief Financial Officer of the Company, as necessary. In addition, the Committee may meet with the external auditors and management of the Company quarterly to review the Company’s financial statements in a manner consistent with that outlined in Section 4 of this Charter.

The Committee may invite to its meetings any directors of the Company, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

 

A-1


A majority of the Committee members, but not less than two, will constitute a quorum. A majority of members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or videoconference and may take action by unanimous written consent with respect to matters that may be acted upon without a formal meeting.

The Committee Chair shall designate a person who need not be a member thereof to act as Secretary, who shall record the proceedings of the meetings. The agenda of each meeting will be prepared by the Secretary and, whenever reasonably practicable, circulated to each member prior to each meeting. The Committee shall maintain minutes or other records of meetings and activities of the Committee.

 

4.

RESPONSIBILITIES, DUTIES, AUTHORITY

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section 1 of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal and other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of this Committee outlined in Section 1.

The Committee in discharging its oversight role is empowered to investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the authority to retain outside counsel, accounting, or other advisors for this purpose, including authority to approve the fees payable to such advisors and other terms of retention.

The Committee shall be given full access to the Board, management of the Company, employees of the Company, directly and indirectly responsible for financial reporting, and independent accountants, as necessary, to carry out these responsibilities. While acting within the scope of this stated purpose, the Committee shall have all the authority of the Board.

Notwithstanding the foregoing, the Committee is not responsible for certifying the financial statements of the Company or guaranteeing the external auditors’ report. The fundamental responsibility for the financial statements and disclosures rests with management of the Company.

The Committee, through discussions with management of the Company and the external auditors, shall satisfy itself that management of the Company has established appropriate and cost-effective systems of internal control to safeguard assets from loss and unauthorized use, manage significant business risks and ensure accurate and timely financial reporting, and as otherwise contemplated by National Instrument 52-109—Certification and Disclosure in Issuers’ Annual and Interim Filings, as amended.

 

5.

DOCUMENT REPORTS/REVIEWS

Annual Financial Statements and Management’s Discussion and Analysis

The Committee shall review with management of the Company and the external auditors prior to their public dissemination:

 

  (a)

the annual audited consolidated financial statements of the Company;

 

  (b)

the annual Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company (“MD&A”);

 

  (c)

the results of external auditor’s examination of the annual consolidated financial statements and their report;

 

  (d)

any significant changes that were required in the external audit plan;

 

A-2


  (e)

any significant issues raised with management of the Company during the course of the audit, including any restrictions on the scope of activities or access to information; and

 

  (f)

those matters related to the conduct of the audit that are required to be discussed under generally accepted auditing standards applicable to the Company.

Following completion of the matters contemplated above, the Committee shall make a recommendation to the Board with respect to the approval of the annual financial statements and annual MD&A with such changes contemplated and further recommended by the Committee as the Committee considers necessary.

Interim Financial Statements and Interim MD&A

The Committee shall review with management of the Company prior to their public dissemination, the interim unaudited consolidated financial statements of the Company and the interim MD&A. The Committee shall approve the interim financial statements and interim MD&A, as the Board has delegated this function to the Committee. The Committee shall have the authority to determine whether to request the Company’s external auditors to undertake a review engagement in respect of the interim unaudited consolidated financial statements from time to time, including in conjunction with a public offering of securities by the Company.

Press Releases

The Committee shall review with management of the Company, prior to their public dissemination, the annual and interim earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information) as well as financial information and earnings guidance provided to analysts and rating agencies.

Reports and Regulatory Returns

The Committee shall review and discuss with management of the Company, and the external auditors to the extent the Committee deems appropriate, such reports and regulatory returns of the Company as may be specified by law.

Other Financial Information

The Committee shall review the financial information included in any prospectus, annual information form or information circular of the Company with the management of the Company and the external auditors, both together and separately, prior to their public dissemination, and shall make a recommendation to the Board with respect to the approval of such prospectus, annual information form or information circular with such changes contemplated and further recommended as the Committee considers necessary. The Committee shall review each annual information form of the Company to ensure the completeness and veracity of the mandated disclosure (as required by Form 52-110F1) about the Committee.

Charter

The Committee shall review and update this Charter periodically, as conditions warrant.

 

6.

FINANCIAL REPORTING PROCESSES

Establishment and Assessment of Procedures

The Committee shall satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the financial statements of the Company and periodically assess the adequacy of these procedures annually.

 

A-3


Application of GAAP

The Committee shall assure itself that the external auditors are satisfied that the accounting estimates and judgments made by management of the Company, and their selection of accounting principles reflect an appropriate application of generally accepted accounting principles.

Practices and Policies

The Committee shall review with management of the Company and the external auditors, together and separately, the principal accounting practices and policies of the Company.

 

7.

EXTERNAL AUDITORS

Oversight and Responsibility

The Committee is directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management of the Company and the external auditors regarding financial reporting.

Reporting

The external auditors shall report directly to the Committee and are ultimately accountable to the Committee.

Performance and Review

The Committee shall annually review the performance of the external auditors and recommend to the Board the nomination of the external auditors (and the compensation of the external auditors) or approve any discharge of the external auditors when circumstances warrant, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company.

Annual Audit Plan

The Committee shall review with the external auditors and management of the Company, the overall scope of the annual audit plan and the resources the external auditors will devote to the audit. The Committee shall annually review and approve the fees to be paid to the external auditors with respect to the annual audit, and shall recommend to the Board the fees to be paid to the external auditors.

Non-Audit Services

“Non-audit services” means all services performed by the external auditors other than audit services. All “non- audit” services to be provided to the Company by the external auditors must either be approved explicitly in advance by the Committee, or by management pursuant to certain pre-approval policies and procedures established by the Committee that are detailed as to the particular services that may be pre-approved.

The Committee may delegate to one or more members of the Committee the authority to grant such pre-approvals. The decisions of such member(s) regarding approval of “non-audit” services shall be reported by such member(s) to the full Committee at its first scheduled meeting following such pre-approval. Notwithstanding the foregoing, pre-approval is not necessary for certain de minimis “non-audit” services performed by the external auditors, as specified in Section 2.4 of NI 52-110.

 

A-4


Independence Review

The Committee shall review and assess the qualifications, performance and independence of the external auditors, including the requirements relating to such independence of the law governing the Company. At least annually, the Committee shall receive from and review with the external auditors, their written statement delineating all relationships with the Company and, if necessary, recommend that the Board take appropriate action to satisfy itself of the external auditors’ independence and accountability to the Committee.

 

8.

REPORTING

Reports to the Board

In addition to such specific reports contemplated elsewhere in this Charter, the Committee shall report regularly to the full Board regarding such matters, including:

any issues that arise with respect to the quality or integrity of the financial statements of the Company, compliance with legal or regulatory requirements by the Company, or the performance and independence of the external auditors of the Company;

proceedings at meetings of the Committee; and

such other matters as are relevant to the Committee’s discharge of its responsibilities.

Recommendations

In addition to such specific recommendations contemplated elsewhere in this Charter, the Committee shall provide such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make such report.

Reports to the Compensation and Corporate Governance Committee

The Committee shall provide reports or otherwise communicate with the Compensation and Corporate Governance Committee of the Company, as appropriate.

 

9.

WHISTLE-BLOWING

Procedures

The Committee shall establish procedures for:

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Such procedures will be reflected in the Code of Ethics and Whistleblower Policy of the Company and its subsidiaries, as amended from time to time.

GENERAL

Access to Counsel

The Committee may review, periodically, with outside counsel of its choosing, any legal matter that could have a significant impact on the financial statements of the Company.

 

A-5


Hiring of Partners and Employees of External Auditors

The Committee shall annually review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.

General

The Committee shall perform such other duties and exercise such powers as may, from time to time, be assigned or vested in the Committee by the Board, and such other functions as may be required of an audit committee by law, regulations or applicable stock exchange rules.

 

A-6


EX-99.11

Exhibit 99.11

Village Farms International, Inc.

Consolidated Financial Statements

Years Ended December 31, 2017 and 2016


April 2, 2018

Independent Auditor’s Report

To the Shareholders of

Village Farms International, Inc.

We have audited the accompanying consolidated financial statements of Village Farms International, Inc. and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2017 and 2016 and the consolidated statements of changes in shareholders’ equity, income (loss) and comprehensive income and cash flows for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Village Farms International, Inc. and its subsidiaries as at December 31, 2017 and 2016, and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

(Signed) “PricewaterhouseCoopers LLP”

Chartered Professional Accountants

Vancouver, Canada


Village Farms International, Inc.

Consolidated Statements of Financial Position

(In thousands of United States dollars)

 

     December 31, 2017     December 31, 2016  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 7,091     $ 5,373  

Trade receivables

     11,259       10,187  

Other receivables

     1,982       263  

Inventories (note 5)

     17,309       16,108  

Income taxes recoverable

     246       246  

Prepaid expenses and deposits

     564       676  

Biological asset (note 6)

     4,405       4,446  
  

 

 

   

 

 

 

Total current assets

     42,856       37,299  
  

 

 

   

 

 

 

Non-current assets

    

Property, plant and equipment (note 7)

     81,754       96,135  

Investment in joint venture (note 8)

     15,727       —    

Other assets (note 9)

     2,004       1,531  
  

 

 

   

 

 

 

Total assets

   $ 142,341     $ 134,965  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Trade payables

   $ 12,952     $ 12,711  

Accrued liabilities

     3,793       3,586  

Current maturities of long-term debt (note 10)

     2,620       3,291  

Current maturities of capital lease obligations

     72       33  
  

 

 

   

 

 

 

Total current liabilities

     19,437       19,621  
  

 

 

   

 

 

 

Non-current liabilities

    

Long-term debt (note 10)

     35,760       41,929  

Long-term maturities of capital lease obligations

     179       87  

Deferred tax liability (note 17)

     4,825       4,987  

Deferred compensation

     1,097       954  
  

 

 

   

 

 

 

Total liabilities

     61,298       67,578  
  

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY

    

Share capital (note 20)

     36,115       24,954  

Contributed surplus

     1,726       1,392  

Revaluation surplus (note 7)

     4,321       6,132  

Accumulated other comprehensive loss

     (391     (541

Retained earnings

     39,272       35,450  
  

 

 

   

 

 

 

Total shareholders’ equity

     81,043       67,387  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 142,341     $ 134,965  
  

 

 

   

 

 

 

Subsequent event (note 24)

    

The accompanying notes are an integral part of these consolidated financial statements

 

1


Village Farms International, Inc.

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except for shares outstanding)

 

    Number of
Common
Shares
    Share
Capital
    Contributed
Surplus
    Revaluation
Surplus
    Accumulated Other
Comprehensive
Loss
    Retained
Earnings
    Total
Shareholders’
Equity
 

Balance at January 1, 2016

    38,807,345     $ 24,903     $ 1,197     $ —       $ (602   $ 37,433     $ 62,931  

Shares issued on exercise of stock options

    75,600       51       —         —         —         —         51  

Share-based compensation (note 23)

    —         —         195       —         —         —         195  

Cumulative translation adjustment

    —         —         —         —         61       —         61  

Gain on revaluation of land, net of tax (note 7)

    —         —         —         6,132       —         —         6,132  

Net loss

    —         —         —         —         —         (1,983     (1,983
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

    38,882,945     $ 24,954     $ 1,392     $ 6,132     $ (541   $ 35,450     $ 67,387  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2017

    38,882,945       24,954       1,392       6,132       (541     35,450       67,387  

Shares issued pursuant to public offering, net of issuance costs

    2,500,000       9,769       —         —         —         —         9,769  

Shares issued on exercise of stock options (note 23)

    91,667       59       —         —         —         —         59  

Issuance of warrants for common shares (note 8)

    —         —         148       —         —         —         148  

Share-based compensation (note 23)

    768,000       1,333       186       —         —         —         1,519  

Cumulative translation adjustment

    —         —         —         —         150       —         150  

Reclassification of previously recorded revaluation gain of land, net of tax (note 7)

    —         —         —         (1,811     —         —         (1,811

Net income

    —         —         —         —         —         3,822       3,822  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

    42,242,612     $ 36,115     $ 1,726     $ 4,321     $ (391   $ 39,272     $ 81,043  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

2


Village Farms International, Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income

For the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share data)

 

     2017     2016  

Sales (note 19)

   $ 158,406     $ 155,502  

Cost of sales (note 15)

     (144,433     (140,778

Change in biological asset (note 6)

     265       (1,501

Selling, general and administrative expenses (note 15)

     (15,413     (13,720
  

 

 

   

 

 

 

Loss from operations

     (1,175     (497

Interest expense

     2,695       2,514  

Foreign exchange loss

     (26     86  

Other income

     (46     (22

Share of loss from joint venture (note 8)

     255       —    

(Gain) loss on disposal of assets (note 8)

     (8,013     12  
  

 

 

   

 

 

 

Income (loss) before income taxes

     3,960       (3,087

Provision for (recovery of) income taxes (note 16)

     138       (1,104
  

 

 

   

 

 

 

Net income (loss)

   $ 3,822     $ (1,983
  

 

 

   

 

 

 

Basic income (loss) per share (note 21)

   $ 0.10     $ (0.05
  

 

 

   

 

 

 

Diluted income (loss) per share (note 21)

   $ 0.10     $ (0.05
  

 

 

   

 

 

 

Other comprehensive income:

    

Foreign currency translation adjustment

     150       61  

Gain on revaluation of land, net of tax (note 7)

     (1,811     6,132  
  

 

 

   

 

 

 

Comprehensive income

   $ 2,161     $ 4,210  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

3


Village Farms International, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars)

 

     2017     2016  

Cash flows from operating activities:

    

Net income (loss)

   $ 3,822     $ (1,983

Adjustments to reconcile net income (loss) to net cash

    

provided by operating activities:

    

Depreciation and amortization

     7,586       8,164  

Amortization of deferred charges

     73       120  

(Gain) loss on disposal of assets

     (8,013     12  

Share of loss from joint venture (note 8)

     255       —    

Interest paid

     2,614       2,351  

Share-based compensation

     1,519       195  

Deferred income taxes

     109       (1,261

Change in biological asset

     (265     1,501  

Changes in non-cash working capital items (note 18)

     (4,417     (433
  

 

 

   

 

 

 

Net cash provided by operating activities

     3,283       8,666  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant and equipment

     (1,696     (2,193
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,696     (2,193
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from borrowings

     7,306       4,000  

Repayments on borrowings

     (14,320     (7,718

Interest paid on long-term debt

     (2,614     (2,351

Proceeds from issuance of common stock pursuant to public offering, net

     9,769       —    

Proceeds from exercise of stock options

     59       51  

Payments on capital lease obligations

     (59     (41
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     141       (6,059
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (10     2  
  

 

 

   

 

 

 

Increase in cash and cash equivalents

     1,718       416  

Cash and cash equivalents, beginning of year

     5,373       4,957  
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 7,091     $ 5,373  
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Income taxes (recovered) paid

   $ (25   $ 1,082  
  

 

 

   

 

 

 

Supplemental disclosure of non-cash information:

    

Purchases of capital expenditures by financing capital lease

   $ 190     $ 126  
  

 

 

   

 

 

 

Purchases of capital expenditures by use of accounts payable

     —       $ 385  
  

 

 

   

 

 

 

Issuance of warrants

   $ 148       —    
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

4


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

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 at December 31, 2017 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 50% equity interest in Pure Sunfarms Corp. (“Pure Sunfarms”), which is recorded as Investment in Joint Venture (note 8).

The Company’s shares are listed on the Toronto Stock Exchange under the symbol VFF and are also traded in the United States on the OTCQX® Best Market under the symbol VFFIF.

The Company, through its subsidiaries VFCLP and VFLP, 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 also markets and sells third party produce through its subsidiaries. The Company, through its subsidiary VFCE, owns and operates a 7.0 MW power plant that generates electricity. In addition, the Company’s joint venture, Pure Sunfarms, is in the start up stage of becoming a producer and supplier of cannabis products to be sold to wholesalers, distributors and retailers across Canada and internationally.

 

2

BASIS OF PRESENTATION

Basis of Presentation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of consolidated financial statements as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).    

The policies applied in these consolidated financial statements are based on IFRS issued and outstanding as of December 31, 2017. The consolidated financial statements were approved by the Board of Directors of the Company for issue on March 16, 2018. Management does not have the authority to amend the consolidated financial statements after the statements have been issued, without the approval by the Board of Directors of the Company. The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

Basis of Measurement

The consolidated annual financial statements have been prepared on the historical cost basis except for the following material items on the consolidated statements of financial position:

 

   

biological assets are measured at fair value less costs to sell;

 

   

land is valued at fair market value; and

 

   

available-for-sale financial assets are measured at fair value.

Functional and Presentation Currency

These consolidated financial statements are presented in United States dollars (“U.S. dollars”), which is the Company’s functional currency. VFCE’s functional currency is Canadian dollars and conversion to U.S. dollars is performed in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates. All financial information presented in U.S. dollars has been rounded to the nearest thousands, except per share amounts.

 

3

SIGNIFICANT ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATION UNCERTAINTY

The significant accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

 

5


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Consolidation

The consolidated financial statements of the Company consolidate the accounts of VFF and its subsidiaries. All intercompany transactions, balances and unrealized gains and losses from intercompany transactions are eliminated on consolidation.    

Joint Venture

A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. The Company recognizes its share of the post-acquisition income and expenses and equity movement in the venture. If the cumulative losses exceed the carrying amount of the equity investment, they are first applied to any additional advances that are receivable from the joint venture to the extent of the total amount receivable. Additional losses are recognized only to the extent that there exists a legal or constructive obligation.

Segment Reporting

Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). Based on the aggregation criteria in IFRS 8, Operating Segments, the Company has identified two operating segments, the Produce Business and the Energy Business.

Foreign Currency Translation

The integrated foreign operations of the Company’s monetary assets and liabilities are translated into U.S. dollars at year-end exchange rates and other assets and liabilities are translated at historical rates. Revenues, expenses and cash flows are translated at monthly average exchange rates. Gains and losses on translation are charged to income. Transactions denominated in foreign currencies are translated at the rate prevailing at the transaction date. All financial information presented in U.S. dollars has been rounded to the nearest thousand.

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

Financial assets and liabilities are offset and the net amount is reported on the consolidated statements of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired:

(i) Financial assets and liabilities carried at fair value through profit or loss:

A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term. Derivatives are also included in this category unless they are designated as hedges.

Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed as incurred in the consolidated statements of income (loss). Gains and losses arising from changes in fair value are presented in the consolidated statements of income (loss) within gain or loss on derivatives in the period in which they arise. Financial assets and liabilities carried at fair value through profit or loss are classified as current except for the portion expected to be realized or paid beyond twelve months of the consolidated statements of financial position date, which is classified as non-current.

(ii) Available-for-sale investments:

Available-for-sale investments are non-derivatives that are either designated in this category or not classified in any of the other categories. The Company currently has no available-for-sale investments on its consolidated statements of financial position. Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value.

 

6


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Gains or losses arising from changes in fair value are recognized in other comprehensive income. Available-for-sale investments are classified as non-current, unless the investment matures within twelve months, or management expects to dispose of them within twelve months.

(iii) Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company’s loans and receivables comprise trade receivables, other receivables, and cash and cash equivalents, and are included in current assets due to their short-term nature. Loans and receivables are initially recognized at the amount expected to be received less, when material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

(iv) Financial liabilities at amortized cost:

Financial liabilities at amortized cost include trade payables, accrued liabilities, obligations under capital leases and long-term debt. Trade payables and accrued liabilities are initially recognized at the amount required to be paid less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables and accrued liabilities are measured at amortized cost using the effective interest method. Long-term debt is recognized initially at fair value, net of transaction costs incurred which are amortized over the term of the loans. Financial liabilities are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.

(v) Derivative financial instruments:

The Company has used derivatives in the form of interest rate swaps to manage risks related to some of its variable rate long-term debt. Derivatives are classified as carried at fair value through profit or loss, are included on the consolidated statements of financial position within liabilities, and are classified as current or non-current based on the contractual terms specific to the instrument. Gains and losses on re-measurement are included in the consolidated statements of income (loss). The Company currently has no derivatives on its consolidated statements of financial position.

Impairment of Financial Assets

At each reporting date, the Company assesses whether there is objective evidence that a financial asset is impaired. The criteria used to determine if objective evidence of an impairment loss exists include:

 

  (i)

significant financial difficulty of the obligor;

 

  (ii)

delinquencies in interest or principal payments; and

 

  (iii)

it becomes probable that the borrower will enter bankruptcy or other financial reorganization.

If such evidence exists, the Company recognizes an impairment loss as follows:

 

  i)

Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s original effective interest rate. The carrying amount of the asset is reduced by this amount either directly or indirectly through the use of an allowance account.

 

  ii)

Available-for-sale financial assets: The impairment loss is the difference between the original cost of the asset and its fair value at the measurement date, less any impairment losses previously recognized in the consolidated statements of income (loss). This amount represents the cumulative loss in accumulated other comprehensive income that is reclassified to net income.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized. Impairment losses on available-for-sale equity instruments are not reversed.

 

7


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits held with banks, and other highly liquid short-term interest bearing securities with maturities at the date of purchase of three months or less.

Trade Receivables

Trade receivables are measured at amortized cost, net of allowance for uncollectible amounts. Credit is extended based on an evaluation of a customer’s financial condition. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time accounts are past due, the Company’s previous loss history and the customer’s current ability to pay its obligation to the Company. The Company writes off receivables when they become uncollectible, and payments subsequently received on such receivables are credited to bad debt expense.

Inventories

Inventories refer to deferred crop costs and other supplies and packaging which are incurred to date on current production and are not defined as a biological asset. Inventories of Company-grown produce consist of raw materials, labour and overhead costs incurred less costs charged to cost of sales throughout the various crop cycles, which end at various times throughout the year. Growing crops are accounted for in accordance with the Company’s policy on biological assets. Cost of sales is based on estimated costs over the crop cycle allocated to both actual and estimated future yields at each period-end date.

The carrying value of agricultural produce is its fair value less costs to sell and complete at the date of harvest and is presented with biological asset on the consolidated statements of financial position. Supplies and packaging are recorded at the lower of cost or replacement cost. The cost of produce inventory purchased from third parties is valued at the lower of cost or net realizable value.

Biological Asset

Biological asset consists of the Company’s produce on the vines at year-end. Measurement of the biological asset begins        six weeks prior to harvest as management at this point has visibility on production and expected sales. Costs related to the crop prior to this point are presented in deferred crop costs (inventories). The produce on the vine is measured at fair value less costs to sell and costs to complete, with any change therein recognized in income. Costs to sell include all costs that would be necessary to sell the assets, including finishing and transportation costs.

Property, Plant and Equipment

Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, except for land. Land has historically been stated at cost, and is now stated at fair values and will be revalued every three years by an independent external appraiser. Any revaluation gains or losses arising from changes in the fair market value of land is recognized in other comprehensive income on the consolidated statements of income (loss) and revaluation surplus on the statements of financial position.

Property, plant and equipment costs include expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the property, plant and equipment, and is presented net within gain/loss on disposal of assets in the consolidated statements of income (loss).

 

8


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Depreciation

Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed, and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation expense is recognized on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Land is not depreciated. The estimated useful lives of the class of assets for the current and comparative periods are as follows:

 

Classification

   Estimated Useful Lives  

Leasehold and land improvements

     5-20 years  

Greenhouses and other buildings

     4-30 years  

Greenhouse equipment

     3-30 years  

Machinery and equipment

     3-12 years  

Construction in process reflects the cost of assets under construction, which are not depreciated until placed into service.

Impairment of Non-Financial Assets

Property, plant and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of testing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or “CGUs”). An impairment loss is recognized for the amount, if any, by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset or CGUs).

Leased Assets

Leases where the Company assumes substantially all the risks and rewards of ownership are 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 is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases and rent expenses are recognized in the Company’s consolidated statements of income (loss).

Borrowing Costs

Borrowing costs attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use. All other borrowing costs are recognized initially at fair value. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the consolidated statements of income (loss) over the year of the borrowings using the effective interest method.

Revenue Recognition

Revenue from the sale of produce in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue from the production and sale of power is measured at the fair value of the consideration received or receivable. Revenue is recognized when persuasive evidence exists that the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized. The timing of the transfer of risks and rewards occurs at the time the produce has been successfully delivered, the risk of loss has passed to the customer, and collectability is reasonably assured.

 

9


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Income Taxes

The tax expense for the year comprises current and deferred tax. Tax is recognized in the consolidated statements of income (loss), except to the extent that it relates to items recognized in other comprehensive income or directly in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the consolidated statements of financial position dates in the relevant tax jurisdiction. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of the amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the consolidated statements of financial position dates and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Offsetting of deferred income tax assets and liabilities occurs only when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Share-Based Compensation

The Company grants stock options and performance-based restricted share units (“RSUs”) to certain employees and directors.

Stock options generally vest over three years (33% per year following the grant date) and expire after ten years. Each tranche in an award is considered a separate award with its own vesting period. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche’s vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact recognized immediately.

The RSUs granted are expected to be settled using the Company’s own equity and issued from treasury. The equity-settled share-based compensation is measured at the fair value of the Company’s common shares as at the grant date in accordance with the terms of the RSU Plan. The fair value determined at the grant date is charged to income on a straight-line basis over the vesting period or when performance based vesting conditions are met, based on the estimate of the number of RSUs that will eventually vest and be converted to common shares, with a corresponding increase in equity.

Provisions

Provisions, where applicable, are recognized in accrued liabilities when the Company has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period, and are discounted to present value where the effect is material.

Income Per Share

Basic income per share are computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted income per share. Under this method, the weighted average number of common shares outstanding assumes that the proceeds to be received on the exercise of dilutive share options are applied to repurchase common shares at the average market price for the period. Share options are dilutive when the average market price of the common shares during the period exceeds the exercise price of the options.

Significant Accounting Judgments and Estimation Uncertainties

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. These estimates and judgments have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

 

10


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Critical accounting estimates and judgments

i) Estimated useful lives of property, plant and equipment

Management estimates the useful lives of property, plant and equipment based on the period during which the assets are expected to be available for use. The amounts and timing of recorded expenses for depreciation of property, plant and equipment for any period are affected by these estimated useful lives. The estimates are reviewed at least annually and are updated if expectations change as a result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s property, plant and equipment in the future.

ii) Financial instruments

The Company’s over-the-counter derivative includes an interest rate swap used to economically hedge exposure to variable cash flows associated with interest payments on the Company’s borrowings. Management utilizes a third party to value the derivative at each reporting period; the estimates and assumptions used by the third party are based on available market data which includes market yields and counterparty credit spreads.

iii) Biological asset

The fair value of the biological asset is derived using a discounted cash flow model. Management estimates the sales price of produce on the vine by utilizing actual sales prices for the first six weeks of the next year, and estimates the costs to sell and complete by projecting yields and crop, packaging, and transportation costs. The estimated costs are subject to fluctuations based on the timing of prevailing growing conditions and market conditions.

iv) Inventories and cost of sales

Cost of sales is based upon incurred costs, and estimated costs to be incurred, of each crop allocated to both actual and estimated future yields over each crop cycle. The estimates of future yields are reviewed at each reporting period for accuracy. However, numerous factors such as weather, diseases and prevailing market conditions can impact the estimation of pricing, costs, and future yields. The estimated costs to be incurred are based on references to historical costs and updated for discussions with suppliers and senior management. Inventories include the actual cost of the crop not yet defined as a biological asset, packaging supplies, and purchased produce, less the amounts that have been expensed in cost of sales.    

v) Income taxes and deferred income tax assets or liabilities

Management uses judgment and estimates in determining the appropriate rates and amounts in recording deferred taxes, giving consideration to timing and probability. Actual taxes could vary significantly from these estimates as a result of future events, including changes in income tax law or the outcome of reviews by tax authorities and related appeals. The resolution of these uncertainties and the associated final taxes may result in adjustment to the Company’s tax assets and tax liabilities. The recognition of deferred income tax assets is subject to judgment and estimation over whether these amounts can be realized. Management estimates, at this time, that the hail storm insurance proceeds received are not currently taxable, but if certain conditions are not met, a portion could become taxable in the future.

 

4

CHANGES IN ACCOUNTING POLICIES

The IASB periodically issues new standards and amendments or interpretations to existing standards. The new pronouncements listed below are those policy changes that management considers relevant to the Company now or in the future. This is not intended to be a complete list of new pronouncements made during the year.

IFRS 9, Financial Instruments, addresses classification and measurement of financial assets and financial liabilities, and replaces the multiple category and measurement models in IAS 39, Financial Instruments-Recognition and Measurement. The new Standard limits the number of categories for classification of financial assets to two: amortized cost and fair value through profit or loss. The requirements for financial liabilities are largely in line with IAS 39. IFRS 9 also replaces the models for measuring equity instruments. Equity instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. The ability to recognize unquoted equity instruments at cost under IAS 39 is eliminated. The standard is effective for annual periods beginning on or after January 1, 2018. IFRS 9 is not expected to have a material impact on amounts recorded on the consolidated financial statements of the Company.

 

11


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

IFRS 15, Revenue from Contracts with Customers, replaces IAS 18, Revenue, and IAS 11, Construction Contracts, and the related Interpretations on revenue recognition. IFRS 15, issued in May 2014, establishes the requirements for recognizing revenue that apply to all contracts with customers, except for contracts that are within the scope of the Standards on leases, insurance contracts, and financial instruments. IFRS 15 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. Management has evaluated the impact of IFRS 15 and does not expect it to have a material impact on the consolidated financial statements of the Company.

IFRS 16, Leases, issued in January 2016, replaces IAS 17, Leases, and related Interpretations. IFRS 16 establishes the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, ie the customer (lessee) and the supplier (lessor). IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted only if the company also applies IFRS 15. Management is currently assessing the impact on the Company’s consolidated financial statements along with the timing of adoption of IFRS 16. Management expects that

IFRS 16 will result in the following: a) an increase in assets and liabilities as fewer leases will be expensed as payments are made; b) an increase in depreciation expenses; and c) an increase in cash flow from operating activities as these lease payments will be recorded as financing outflows in the cash flow statements.

IAS 16, Property, Plant and Equipment, allows for a policy choice for subsequent measurement of property, plant and equipment to be based on historical cost or fair value. The Company has historically carried its land at historical cost. As at December 31, 2016, the Company has changed its policy so that land is initially measured at historical cost but subsequently measured at fair value. Management concluded that given significant changes in the fair market value of the Company’s land assets, the revaluation method of accounting for land used in production is a more appropriate accounting policy than historical cost. IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, allows for prospective application of this policy change and therefore the policy change has been applied to the year ended December 31, 2016 only.

IFRS 11, Joint Arrangements, and IAS 28, Investments in Associates and Joint Ventures establishes the criteria for accounting for joint ventures. Investments in joint ventures are accounted for using the equity method. The equity method involves recording the initial investment at cost and subsequently adjusting the carrying value of the investment for the proportionate share of the profit or loss, other comprehensive income or loss and any other changes in the joint venture’s net assets such as dividends. At each consolidated balance sheet date, the Company will consider whether there is objective evidence of impairment in joint venture. If there is such evidence, the Company will determine the amount of impairment to record, if any, in relation to the joint venture.

 

5

INVENTORIES

 

     December 31, 2017      December 31, 2016  

Deferred crop costs

   $ 19,070      $ 17,847  

Purchased produce inventory

     396        689  

Biological asset adjustment (note 6)

     (2,212      (2,516

Spare parts inventory

     55        88  
  

 

 

    

 

 

 
   $ 17,309      $ 16,108  
  

 

 

    

 

 

 

The cost of inventories recognized as expense and included in cost of sales for the year ended December 31, 2017 amounted to $120,509 (2016 - $118,395). The biological asset adjustment reclassifies actual costs incurred for the biological asset from inventories to biological asset on the consolidated statements of financial position.

 

12


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

6

BIOLOGICAL ASSET

Information about the biological asset presented on the consolidated statements of financial position and in the consolidated statements of income (loss) is as follows:

 

    December 31,
2017
    December 31,
2016
 

Estimated sales value - biological asset Less

  $ 7,937     $ 8,196  

Estimated remaining costs to complete

    3,043       3,257  

Estimated selling costs

    489       493  
 

 

 

   

 

 

 

Fair value of biological asset less costs to sell

    4,405       4,446  

Less actual costs (note 5)

    2,212       2,516  
 

 

 

   

 

 

 

Increase in fair value of biological asset over cost

    2,193       1,930  

Fair value over cost of harvested and sold biological asset - beginning of year

    1,928       3,431  
 

 

 

   

 

 

 

Change in biological asset

  $ 265     $ (1,501
 

 

 

   

 

 

 

 

7

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

 

    Land     Leasehold
and land
improve-
ments
    Buildings     Machinery
and
Equipment
    Construction
in process
    Total  

Year ended December 31, 2016

         

Opening net book value

  $ 5,027     $ 1,464     $ 53,229     $ 33,868     $ 697     $ 94,285  

Additions/transfers

    (360     360       —         —         2,564       2,564  

Additions-Capital Lease

      —         —         140         140  

Land revaluation

    7,197       —         —         —           7,197  

Placed in service

    —         —         581       2,385       (2,966     —    

Disposals

    —         —         —         (276     —         (276

Accum deprec on disposal

    —         —         —         264       —         264  

Depreciation expense

    —         (132     (3,306     (4,726     —         (8,164

Foreign currency translation adjustment

    —         —         13       112       —         125  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing net book value

  $ 11,864     $ 1,692     $ 50,517     $ 31,767     $ 295     $ 96,135  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

 

Cost

  $ 11,864     $ 3,820     $ 82,937     $ 65,563     $ 295     $ 164,479  

Accumulated depreciation

    —         (2,128     (32,420     (33,796     —         (68,344
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

  $ 11,864     $ 1,692     $ 50,517     $ 31,767     $ 295     $ 96,135  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Year ended December 31, 2017

 

         

Opening net book value

  $ 11,864     $ 1,692     $ 50,517     $ 31,767     $ 295     $ 96,135  

Additions/transfers

    —         —         (416     789       1,412       1,785  

Additions-Capital Lease

    —         —         —         191       —         191  

Placed in service

    —         —         —         1,071       (1,164     (93

Disposals

    (2,752     —         (5,524     (4,694     (75     (13,045

Accum deprec on disposal

    —         —         1,601       2,521       —         4,122  

Depreciation expense

    —         (95     (2,858     (4,633     —         (7,586

Foreign currency translation adjustment

    —         —         24       221       —         245  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing net book value

  $ 9,112     $ 1,597     $ 43,344     $ 27,233     $ 468     $ 81,754  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

 

       

Cost

  $ 9,112     $ 3,820     $ 77,029     $ 63,237     $ 468     $ 153,666  

Accumulated depreciation

    —         (2,223     (33,685     (36,004     —         (71,912
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

  $ 9,112     $ 1,597     $ 43,344     $ 27,233     $ 468     $ 81,754  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

13


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Depreciation related to the greenhouse facilities and equipment is expensed in cost of sales. Land is the only item of property, plant and equipment that is stated at fair values. During the year ended December 31, 2016, the Company changed its policy from the cost method to revalue land used in production at fair market value every three years using an external revaluation method performed by an independent appraiser. During the year ended December 31, 2016, land was determined to have increased in value from $4.7 million historical cost to $11.9 million fair market value, resulting in a land revaluation gain of $7.2 million. The gain of $7.2 million had a tax impact to deferred taxes of $1.1 million, resulting in net revaluation surplus in shareholders’ equity on the statements of financial position of $6.1 million. As at December 31, 2017, land, greenhouse buildings, and greenhouse equipment at Delta 3 were contributed as the Company’s investment in the joint venture transaction (note 8). The revaluation surplus related to Delta 3 of $1.8 million, net of taxes, that was previously recorded as a component of equity, was reclassified and included as part of the gain on disposal of assets recorded in the consolidated statements of income (loss).

 

8

INVESTMENT IN JOINT VENTURE

On June 6, 2017, the Company entered into an agreement to form Pure Sunfarms Corp. (“Pure Sunfarms”), a B.C. corporation, with Emerald Health Therapeutics Inc. (“Emerald”). The purpose of Pure Sunfarms is to pursue large-scale cannabis production in Canada. Village Farms has a 50% ownership interest in Pure Sunfarms in the form of common shares. The Company has concluded that the agreement constitutes a joint arrangement where joint control is shared with Emerald and therefore has accounted for Pure Sunfarms in accordance with IFRS 11 and IAS 28, using the equity method.

In conjunction with the formation of Pure Sunfarms, Village Farms contributed the rights to lease and purchase the Delta 3 land and greenhouse facility to the joint venture. The contribution of the rights has been accounted for as a reduction of the land and greenhouse facility in exchange for the investment in Pure Sunfarms Corp. It was determined that the land and greenhouse facility had a fair value of $14.9 million (CA$20 million) at the date of contribution. The fair value of the land was determined through an appraisal performed by an independent valuator. The fair value of the greenhouse was determined using the replacement cost model adjusted for the age of the greenhouse. This was a non-cash transaction. The Company recognized a gain of $8.0 million on the contribution of the land and greenhouse. The Company had previously recorded a fair value increase on the Delta 3 land (2016 - $2.1 million), which was recorded in accumulated other comprehensive income, net of taxes of $1.8 million. As a result of the contribution of the Delta 3 land, this amount has been recycled to the consolidated statements of income (loss), and has been included in the gain noted above.

As part of the transaction, Village Farms incurred related transaction costs of $1.1 million (CA$1.4 million), which have been added to the amount of the investment in Pure Sunfarms Corp. in accordance with IAS 28. Included in these costs are 300,000 common share purchase warrants valued at $148 (CA$192), issued to an affiliate of a Canadian financial institution as partial consideration for services related to the joint venture agreement. As at December 31, 2017, the Investment in Joint Venture of $15.7 million is recorded in the consolidated statement of financial position. For the year ended December 31, 2017, the Company’s share of net loss from joint venture totaled $255 (CA$325), which is recorded in the consolidated statement of income.

The Company’s share of the joint venture consists of the following (in $000’s of USD):

 

Balance, beginning of year

   $ —    

Investments in joint venture

     14,882  

Transaction costs

     1,100  

Share of loss for the year

     (255
  

 

 

 

Balance, end of year

   $ 15,727  
  

 

 

 

Summarized financial information of Pure Sunfarms (in $000’s of CAD):

 

Current assets

  

Cash and cash equivalents

   $ 2,907  

Other current assets

     475  

Non-current assets

     23,144  

Current liabilities

     (1,171

Non-current liabilities

     —    
  

 

 

 

Net assets

   $ 25,355  
  

 

 

 

Reconciliation of net assets:

  

Net loss for the year

   $ (645

Contributions from joint venture partners

     26,000  
  

 

 

 

Net assets

   $ 25,355  
  

 

 

 

 

14


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

     (in $000’s of CAD)  

Revenue

   $ —    

Selling, general and administrative expenses

     (880

Other expense

     (4

Recovery of income taxes

     239  
  

 

 

 

Net loss for the year

   $ (645
  

 

 

 

 

9

OTHER ASSETS

The following table summarizes the components of other assets:

 

     December 31, 2017      December 31, 2016  

Patronage stock

   $ 437      $ 437  

Note receivable (note 13)

     70        101  

Security deposits

     538        103  

Cash surrender value - insurance

     924        840  

Other

     35        50  
  

 

 

    

 

 

 

Total

   $ 2,004      $ 1,531  
  

 

 

    

 

 

 

 

10

DEBT

 

     December 31, 2017      December 31, 2016  

Long-term debt:

     

Opening balance

   $ 45,534      $ 49,187  

Proceeds from long-term debt

     306        —    

Repayment of debt

     (7,320      (3,718

Foreign currency translation

     120        65  
  

 

 

    

 

 

 

Closing balance

   $ 38,640      $ 45,534  
  

 

 

    

 

 

 

Current portion

   $ 2,620      $ 3,291  

Non-current portion

     36,020        42,243  

Less: Unamortized deferred transaction costs

     (260      (314
  

 

 

    

 

 

 
   $ 38,380      $ 45,220  
  

 

 

    

 

 

 

Credit Facilities

The Company has a Term Loan financing agreement with a Canadian creditor (“FCC Loan”). The non-revolving variable rate term loan was amended in March 2016 and has a maturity date of May 1, 2021 and a balance of $36,695 as at December 31, 2017. 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. Monthly principal payments were $347 through May 1, 2016, and $253 effective June 1, 2016. As at December 31, 2017, borrowings under the FCC Loan agreement are subject to an interest rate of 5.88483% (December 31, 2016 - 5.38094%) which is determined based on the Company’s Debt to EBITDA ratio and the applicable LIBOR rate. Beginning January 1, 2018, the Company has a principal payment holiday until April 2018.

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, fixed interest rate of 4.98%, and monthly payments of CA$36. As at December 31, 2017, the balance was US$1,658 (December 31, 2016 - US$1,806). 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. Any drawings on the issued Letters of Guarantee must be covered by the Company within one business day notice by the bank . 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 at December 31, 2017, the balance was US$192 (December 31, 2016 - $nil) .

 

15


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

The Company has a line of credit agreement with a Canadian Chartered Bank ( “Operating Loan”). The revolving Operating Loan was amended in May 2016 and 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 at December 31, 2017, $nil was drawn on this facility (December 31, 2016 - $nil), which is available to a maximum of CA$13,000, less outstanding letters of credit totaling $320 and CA$38.

The Amendments to the Company’s FCC Loan and Operating Loan have been accounted for as modifications of the existing debt in accordance with IAS 39, Financial Instruments: Recognition and Measurement.

The Company’s borrowings (“Credit Facilities”) are subject to certain positive and negative covenants. As at December 31, 2017 and 2016, the Company was in compliance with all covenants on its Credit Facilities.

Accrued interest payable on the credit facilities and loans as at December 30, 2017 was $193 (December 31, 2016 - $202) and these amounts are included in accrued liabilities in the consolidated statements of financial position.

As security for the FCC Loan, the Company has provided promissory notes, a first mortgage on the greenhouse properties, 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 at December 31, 2017 was $120,815 (December 31, 2016 - $130,700).

Transaction costs incurred in connection with these financing activities are deferred and amortized over the terms of the related financing agreement. Total deferred financing costs, net of accumulated amortization, are netted against long-term debt on the consolidated statements of financial position, and total $260 as at December 31, 2017 (December 31, 2016 - $314).

The aggregate annual maturities of long-term debt for the next five years and thereafter are as follows:

 

2018

   $ 2,620  

2019

     3,394  

2020

     3,391  

2021

     1,616  

2022

     27,448  

Thereafter

     171  
  

 

 

 
   $ 38,640  
  

 

 

 

 

11

COMMITMENTS

Operating Leases

The Company has entered into certain operating lease commitments for land, office space and equipment through 2022. The future minimum lease payments for the next five years and thereafter are as follows:

 

2018

   $ 1,285  

2019

     940  

2020

     459  

2021

     468  

2022

     248  

Thereafter

     3  
  

 

 

 
   $ 3,403  
  

 

 

 

The Company made payments of $1,682 during the year ended December 31, 2017 (2016 - $1,595). Payments include common area amounts and fees paid to the lessors.

 

16


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

12

FINANCIAL INSTRUMENTS

The following table summarizes the carrying and fair value of the Company’s financial instruments:

 

     December 31, 2017      December 31, 2016  

Cash and cash equivalents

   $ 7,091      $ 5,373  

Trade receivables

   $ 11,259      $ 10,187  

Other financial assets

   $ 2,491      $ 1,047  

Other financial liabilities

   $  56,718      $  62,591  

Interest income, expense and gains and losses from loans, receivables and other financial liabilities are recognized in the consolidated statements of income (loss). The following table summarizes interest income and expense for the years ended December 31:

 

     2017      2016  

Interest income earned on cash and cash equivalents

   $ —        $ —    

Interest expense from other financial liabilities

   $  2,695      $  2,514  

Financial assets and liabilities are recognized on the consolidated statements of financial position at fair value in a hierarchy that is based on significance of the inputs used in making the measurements. The levels in the hierarchy are:

 

   

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities

 

   

Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

 

   

Level 3 - Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs).

Management of financial risks

The Company, through its financial assets and liabilities, is exposed to various risks. The following provides a measurement of some of these risks as at December 31, 2017 and 2016. The Company uses financial instruments only for risk management purposes, not for generating trading profit.

i) Credit risk

Credit risk is the risk that the Company will incur a loss due to the failure by its customers or other parties to meet their contractual obligations. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables and other receivables. The Company limits its exposure to credit risk by placing its cash and cash equivalents with high credit quality financial institutions.

The Company’s trade receivables had two customers that represented more than 10% of the balance of trade receivables, representing 16.0% and 14.8% of the balance of trade receivables as at December 31, 2017 (2016 - three customers represented 12.0%, 11.8%, and 10.1%). The Company believes that its trade receivables risk is limited due to the high credit quality of its customers and the protection afforded to the Company by the Perishable Agricultural Commodities Act (the “PACA”) for its sales in the United States, which represent approximately 85% of the Company’s annual sales. The PACA protection gives a claim filed under the PACA first lien on all PACA assets (which include cash and trade receivables). The PACA fosters trading practices in the marketing of fresh and frozen fruits and vegetables in interstate and foreign commerce. It prohibits unfair and fraudulent practices and provides a means of enforcing contracts. Historical write-offs have represented less than one-half of 1% of sales. The maximum amount of credit risk exposure is limited to the carrying amount of the balances on the consolidated financial statements.

Trade receivables for each customer were evaluated for collectability and an allowance for doubtful accounts has been estimated. At December 31, 2017, the allowance for doubtful accounts balance was $50 (2016 - $50). The Company has not recorded bad debt expense during the year ended December 31, 2017 (2016 - $nil).

At December 31, 2017, 89.4% (2016 - 87.4%) of trade receivables were outstanding less than 30 days, 7.4% (2016 - 9.5%) were outstanding for between 30 and 90 days and the remaining 3.2% (2016 - 3.1%) were outstanding for more than 90 days. Trade receivables are considered past due based on the contract terms agreed to with a customer. Aged receivables that are past due are not considered impaired unless customer specific information indicates otherwise.

 

17


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its long-term debt, for which the interest rates charged fluctuate based on the 90-day LIBOR rate. If interest rates had been 50 basis points higher, the net income during the year ended December 31, 2017 would have been lower by $201. This represents $201 in increased interest expense (2016 - $227).

iii) Foreign exchange risk

At December 31, 2017, the Canadian/U.S. foreign exchange rate was CA$1.00 = US$0.7966 (2016 – US$0.7437). Assuming that all other variables remain constant, an increase of $0.10 in the Canadian dollar would have the following impact on the ending balances of certain consolidated statements of financial position items at December 31, 2017 and December 31, 2016 with the net foreign exchange gain or loss directly impacting net income (loss) for the years.

 

     December 31,
2017
     December 31,
2016
 

Financial assets

     

Cash and cash equivalents

   $ 287      $ 93  

Trade receivables

     349        222  

Financial liabilities

     

Trade payables and accrued liabilities

     (371      (229

Loan payable

     (232      (240
  

 

 

    

 

 

 

Net foreign exchange gain (loss)

   $ 33      $ (154
  

 

 

    

 

 

 

iv) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The following are the contractual maturities of financial liabilities as at December 31, 2017:

 

Financial liabilities

   Total      1 year      2-3 years      4-5 years      More than
5 years
 

Long-term debt, net of fees

   $ 38,380      $ 2,620      $ 6,785      $ 28,805      $ 170  

Trade payables

     12,952        12,952        —          —          —    

Accrued liabilities

     3,793        3,793        —          —          —    

Obligation under capital lease

     251        72        179        —          —    

Other liabilities

     1,097        —          1,097        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 56,473      $ 19,437      $ 8,061      $ 28,805      $ 170  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

It is the Company’s intention to meet these obligations through the collection of current accounts receivable and cash from sales. If the current resources and cash generated from operations are insufficient to satisfy its obligations, the Company may seek to issue additional equity or to arrange debt or other financing. In addition, as at December 31, 2017, the Company has an operating loan of up to CA$13,000, less outstanding letters of credit totaling $333 and CA$38.

v) Fair values

The carrying amount of short-term financial instruments, less provisions for impairment if applicable, is consistent with the fair value of such instruments. The Company’s debt bears a variable interest rate tied to market rates and therefore its carrying value approximates its fair value.    

 

13

RELATED PARTY TRANSACTIONS AND BALANCES

As at December 31, 2017, the Company had amounts due from its joint venture, Pure Sunfarms, totaling $411 primarily for consulting services and reimbursement of expenses which occurred in the year. These amounts were non-interest bearing and were due on demand. These amounts are included in other receivables in the December 31, 2017 consolidated statement of financial position.

 

18


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

Included in other assets as at December 31, 2017, is a $70 (2016—$101) promissory note that represents the unpaid amount the Company advanced to an employee in connection with a relocation at the request of the Company.    

 

14

COMPENSATION OF KEY MANAGEMENT

Key management includes the Company’s officers and senior vice presidents:

 

     Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 

Salaries and other employee benefits

   $ 1,778      $ 1,887  

Share-based payments

     1,104        91  
  

 

 

    

 

 

 
   $  2,882      $  1,978  
  

 

 

    

 

 

 

 

15

EXPENSES BY NATURE

 

The following table outlines the Company’s significant expenses by nature:

 

Cost of sales    Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 

Purchased produce

   $  41,978      $  41,207  

Raw materials and consumables used

     40,365        38,884  

Depreciation and amortization

     7,447        7,991  

Transportation and storage

     19,999        18,510  

Employee compensation and benefits

     34,644        34,186  
  

 

 

    

 

 

 
   $ 144,433      $ 140,778  
  

 

 

    

 

 

 

 

Selling, general and administrative expenses    Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 

Employee benefits - salaries and short-term benefits

   $  8,422      $  7,928  

Employee benefits - share-based payments

     1,519        195  

Marketing

     617        1,122  

Professional services

     1,705        1,302  

Office expenses

     1,671        1,538  

Other

     1,479        1,635  
  

 

 

    

 

 

 
   $  15,413      $  13,720  
  

 

 

    

 

 

 

 

Employee compensation and benefits    Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 

Salaries and short-term employee benefits

   $  43,066      $  42,114  

Share-based compensation

     1,519        195  
  

 

 

    

 

 

 
   $ 44,585      $ 42,309  
  

 

 

    

 

 

 

 

16

INCOME TAX EXPENSE

The provision for (recovery of) income taxes consists of the following components:

 

     Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 
Current    $ 29      $ 157  
Deferred      109        (1,261
  

 

 

    

 

 

 

Provision for (recovery of) income taxes

   $  138      $ (1,104
  

 

 

    

 

 

 

 

19


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

The provision for (recovery of) income taxes reflected in the consolidated statements of income (loss) for the years ended December 31, 2017 and December 31, 2016 differs from the amounts computed at the federal statutory tax rates. The principal differences between the statutory income tax (recovery) and the effective provision for (recovery of) income taxes are summarized as follows:

 

     Year Ended
December 31, 2017
     Year Ended
December 31, 2016
 

Income (loss) before income taxes

   $  3,960      $  (3,087
  

 

 

    

 

 

 

Tax (recovery) calculated at domestic tax rates applicable in the respective countries

     674        (1,196

Non-deductible items

     422        75  

True up of prior year income tax estimates

     —          (219

Tax rate differences on deferred taxes

     (482      —    

State tax adjustments

     (36      30  

Foreign exchange on translation

     132        100  

Unrealized foreign exchange

     116        97  

Differences attributed to joint venture capital transactions

     (698      —    

Share of losses from joint venture

     66     

Other

     (56      9  
  

 

 

    

 

 

 

Provision for (recovery of) income taxes

   $ 138      $ (1,104
  

 

 

    

 

 

 

The statutory tax rate in effect for the year ended December 31, 2017 was 26.0% (2016 - 26.0%) in Canada and 23.0% (2016 - 35.0%) in the United States.

As a result of the US tax reform, the US federal tax rate was substantively enacted on December 22, 2017 and a reduced federal tax rate will be effective from January 1, 2018 in accordance with the Tax Cuts and Jobs Act of 2017. Accordingly, the relevant deferred tax balances have been remeasured with the new rate. As additional interpretations and regulatory guidance becomes available, the Company will continue to assess the impact of the new legislation.

The weighted average applicable tax rate was 3.5% tax benefit for 2017 (2016 - 35.8%).

 

17

DEFERRED INCOME TAXES

The deferred tax assets and liabilities presented on the consolidated statements of financial position are net amounts corresponding to their reporting jurisdiction. The deferred tax assets and liabilities presented in the note disclosure are grouped based on asset and liability classification without consideration of their corresponding reporting jurisdiction.

The amounts in the consolidated statements of financial position reconcile to the amounts disclosed in this note as follows:

 

     December 31, 2017      December 31, 2016  

Deferred tax assets

   $ 7,606      $ 11,957  

Deferred tax liabilities

     (12,431      (16,944
  

 

 

    

 

 

 
   $ (4,825    $ (4,987
  

 

 

    

 

 

 

 

Deferred tax assets:

   Tax losses/
other
credits
    LT Debt/
Interest
    Inventory     Intangibles     Other     Total  

At January 1, 2016

   $ 7,364     $ 3,385     $ 406     $ 416     $ 404     $ 11,975  

Credited /(charged) to statement of loss

     49       (195     112       (17     33       (18
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

   $ 7,413     $  3,190     $ 518     $ 399     $ 437     $  11,957  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Credited to statement of income

     (2,289     (968     (144     (399     (551     (4,351
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

   $  5,124     $  2,222     $  374     $  —       $ (114   $  7,606  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

20


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

     Accelerated
tax
depreciation
    Biological
asset
    Revaluation
Surplus
    Joint
Venture
Shares
    Total  

Deferred tax liabilities:

          

At January 1, 2016

   $ (15,959   $ (1,200   $ —       $ —       $ (17,159

Credited to statement of loss

     754       526       —         —         1,280  

Charged to statements of other comprehensive income

     —         —         (1,065     —         (1,065
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

   $ (15,205   $ (674   $ (1,065   $ —       $ (16,944

Credited/(charged) to statement of income

     6,179       214       —         (2,151     4,242  

Credited to statement of other comprehensive income

     —         —         271       —         271  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

   $ (9,026   $ (460   $ (794   $ (2,151   $ (12,431
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The analysis of deferred tax assets and deferred tax liabilities is as follows:

 

     December 31, 2017     December 31, 2016  
     Canada     U.S.     Canada     U.S.  

Deferred tax assets:

        

Expected to be recovered in more than 12 months

     $ 747       $ 5,753       $ 1,914       $ 8,651  

Expected to be recovered within 12 months

     388       718       225       1,167  

Deferred tax liabilities:

        

Expected to be settled in more than 12 months

     (4,606     (6,569     (4,202     (10,846

Expected to be settled within 12 months

     (40     (1,216     (27     (1,869
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax liabilities, net of assets

     $ (3,511)       $ (1,314)       $ (2,090)       $ (2,897)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-capital and farm losses expire as follows:

 

     Canada      U.S.      Total  
2021    $ —        $ 7,338      $ 7,338  
2022      —          5,043        5,043  
2023      —          3,993        3,993  
2027      28        —          28  
2028      4        —          4  
2029      27        —          27  
2030      8        —          8  
2031      424        —          424  
2032      4        14,895        14,899  
2033      4        —          4  
2034      5        11,665        11,670  
2035      358        7,445        7,803  
2036      106        3,619        3,725  
2037      146        4,445        4,591  
  

 

 

    

 

 

    

 

 

 
   $  1,114      $  58,443      $  59,557  
  

 

 

    

 

 

    

 

 

 

Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future profits is probable.

 

21


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

18

CHANGES IN NON-CASH WORKING CAPITAL ITEMS

 

     For the Years Ended December 31,  
     2017      2016  

Trade receivables

   $ (1,059    $ (1,037

Inventories

     (1,197      (2,805

Inventories reclassified to biological asset

     306        132  

Other receivables

     (1,642      161  

Income taxes recoverable

     —          (246

Prepaid expenses and deposits

     41        (379

Trade payables

     394        3,484  

Accrued liabilities and income taxes

     (955      291  

Other assets, net of other liabilities

     (305      (34
  

 

 

    

 

 

 
   $ (4,417    $ (433
  

 

 

    

 

 

 

 

19

SEGMENT AND GEOGRAPHIC INFORMATION

The Company’s two reporting segments include the Produce business and the Energy business. 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.

The Company’s primary operations are in the United States and Canada. Net sales by the countries in which its customers are located are as follows:

 

     For the Years Ended December 31,  
     2017      2016  

Sales

     

Produce - U.S.

   $ 132,464      $ 131,187  

Produce - Canada

     24,020        22,177  

Energy - Canada

     1,922        2,138  
  

 

 

    

 

 

 
   $  158,406      $  155,502  
  

 

 

    

 

 

 

The Company’s property, plant and equipment, net of accumulated depreciation, are located as follows:

 

     December 31,
2017
     December 31,
2016
 

United States

   $ 46,922      $ 51,459  

Canada

     31,183        40,976  

Energy - Canada

     3,649        3,700  
  

 

 

    

 

 

 
   $ 81,754      $ 96,135  
  

 

 

    

 

 

 

The depreciation and amortization charges for the year ended December 31, 2017 in the Produce business were $6,791 (2016 - $7,616) and $795 (2016 - $548) in the Energy business.

 

20

SHARE CAPITAL AND EQUITY

The following is a summary of share capital:

 

     The VFF Common Shares  
     # of Shares      Amount  

Share capital - January 1, 2016

     38,807,345      $ 24,903  

Shares issued on exercise of options - 2016

     75,600        51  
  

 

 

    

 

 

 

Share capital - December 31, 2016

     38,882,945        24,954  
  

 

 

    

 

 

 

Shares issued pursuant to public offering, net

     2,500,000        9,769  

Share-based compensation - 2017

     768,000        1,333  

Shares issued on exercise of options - 2017

     91,667        59  
  

 

 

    

 

 

 

Share capital - December 31, 2017

     42,242,612      $  36,115  
  

 

 

    

 

 

 

 

22


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

VFF is authorized to issue an unlimited number of common shares and preferred shares, issuable in series. These shares have no par value.

(i) Common shares:

The common shares entitle the holders thereof to one vote per share at all shareholder meetings of VFF. The holders of the common shares are entitled to receive any dividend declared by VFF on the common shares. Subject to the rights, privileges, restrictions and conditions attached to any other class of shares of VFF, the holders of the common shares are entitled to receive, pro rata, the remaining property or assets of VFF upon its dissolution, liquidation or wind-up.

(ii) Preferred shares:

The preferred shares may be issued in one or more series, with such rights and conditions as may be determined by resolution of the directors of VFF who shall determine the designation, rights, privileges, conditions and restrictions to be attached to the preferred shares of such series. There are no voting rights attached to the preferred shares except as prescribed by law. In the event of the liquidation, dissolution or wind-up of VFF, or any other distribution of assets of VFF among its shareholders for the purpose of winding up its affairs, the holders of the preferred shares of each series are entitled to receive, among other things, with priority over the common shares and any other shares ranking junior to the preferred shares of VFF, an amount equal to any cumulative dividends, whether or not declared, or declared thereon but unpaid and no more. The preferred shares for each series are also entitled to such other preferences over the common shares and any other shares ranking junior to the preferred shares as may be determined as to their respective series authorized to be issued. The preferred shares of each series shall be on a parity basis with the preferred shares of every other series with respect to payment of dividends and return of capital. There are no preferred shares currently issued and outstanding.

 

21

INCOME PER SHARE

Basic income per share is calculated by dividing the net income attributable to owners of the Company by the weighted average number of common shares in issue during the year excluding common shares purchased by the Company and held as treasury shares.

 

     For the Years Ended December 31,  
     2017      2016  

Net income (loss) attributable to owners of the Company

   $ 3,822      $ (1,983

Weighted average number of common shares outstanding (thousands)

     39,144        38,883  
  

 

 

    

 

 

 

Basic income (loss) per share

   $ 0.10      $ (0.05
  

 

 

    

 

 

 

Diluted income per share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The Company’s share options are potentially dilutive to common shares. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average market share price of the Company’s shares for the year) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated above is compared with the number of shares that would have been issued assuming the exercise of the share options. If dilutive effect is less than zero, then issuance is anti-dilutive and is excluded from dilutive income per share calculation.

 

    For the Years Ended December 31,  
    2017     2016  

Net income (loss) attributable to owners of the Company

  $ 3,822     $ (1,983

Weighted average number of common shares outstanding (thousands)

    39,144       38,883  

Adjustment for:

   

Share options (thousands)

    1,164       293 61  
 

 

 

   

 

 

 

Weighted average number of common shares outstanding for diluted income per share (thousands)

    40,308       39,176  
 

 

 

   

 

 

 

Diluted income (loss) per share

  $ 0.10     $ (0.05
 

 

 

   

 

 

 

 

22

CAPITAL DISCLOSURES

The Company’s objectives when managing capital are to safeguard its assets and maintain a competitive cost structure, continue as a going concern and provide returns to its shareholders. In addition, the Company works with all relevant stakeholders to ensure the safety of its operations and employees and remain in compliance with all environmental regulations.

 

23


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

The Company’s main objectives when managing capital are:

 

   

to structure the repayment of obligations in line with the expected lives of the Company’s principal revenue generating assets;

 

   

to ensure the Company has access to capital to fund contractual obligations as they become due and to ensure adequate cash levels to withstand the impact of unfavorable economic conditions;

 

   

to maintain the Company’s credit ratings to facilitate access to capital markets at competitive interest rates; and

 

   

to access capital markets to fund its growth initiatives.

The Company’s capital comprises net debt and equity:

 

     December 31,
2017
     December 31,
2016
 

Total bank debt

   $  38,640      $  45,534  

Less cash and cash equivalents

     (7,091      (5,373
  

 

 

    

 

 

 

Net debt

     31,549        40,161  

Total equity

     81,043        67,387  
  

 

 

    

 

 

 
     $ 112,592      $ 107,548  
  

 

 

    

 

 

 

It is the Company’s intention to meet its obligations through the collection of current accounts receivable and cash. As at December 31, 2017, the Company has an operating loan up to CA$13,000, less $333 and CA$38 outstanding letters of credit (as at December 31, 2016, $nil was outstanding on the operating loan, and $333 and CA$38 outstanding on the letters of credit). As at December 31, 2017, the operating loan borrowing base was CA$10,400 based on a percentage of the Company’s outstanding accounts receivable less the issued letters of credit. If the current resources and cash generated from operations are insufficient to satisfy its obligations, the Company may seek to issue additional equity or to arrange debt or other financing.

 

23

SHARE-BASED COMPENSATION PLAN

The Company has a share-based compensation plan. The maximum number of common shares that can be issued upon the exercise of options granted is equal to 10% of the aggregate number of common shares issued and outstanding from time to time. The term during which an option may be exercised is 10 years from the date of the grant. Options vest at a rate of 33% per year, beginning one year following the grant date of the options. Share-based compensation expense for the year ended December 31, 2017 of $1,519 (2016—$195) was recorded in selling, general and administrative expenses and the corresponding amount credited to contributed surplus.

The following table presents the assumptions used to establish the fair value assigned to the options issued using the Black-Scholes valuation model:

 

     December 2017     June 2016     March 2016     November 2015  

Expected volatility

     52.7     51.9     52.5     53.3

Dividend

     $nil       $nil       $nil       $nil  

Risk-free interest rate

     2.05     1.26     1.52     1.39

Expected life

     6.5 years       6.5 years       6.5 years       6.5 years  

Fair value

     $3.1869       $0.795       $0.738       $0.421  

Expected volatility was based on three years of historical data.

 

24


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

The following table summarizes stock options of 320,000 granted during the year. In addition, for the year ended

December 31, 2017, there were 91,667 stock options exercised and 6,666 stock options forfeited.

 

     For the Years Ended December 31,  
     2017      2016  
     Stock options      Weighted
average grant
date fair value
     Stock options      Weighted average
exercise price
 

Beginning of year

     2,116,065      CA$ 1.19        1,899,999      CA$ 1.14  

Granted

     165,000      CA$ 2.20        250,000      CA$ 1.43  

Granted

     155,000      CA$ 6.00        50,000      CA$ 1.55  

Exercised

     (16,667    CA$ 0.83        (25,000    CA$ 1.24  

Exercised

     (25,000    CA$ 1.10        (50,600    CA$ 0.70  

Exercised

     (50,000    CA$ 0.70        —          —    

Forfeitures

     (6,666    CA$ 1.48        (8,334    CA$ 1.48  
  

 

 

    

 

 

    

 

 

    

 

 

 

End of year

     2,337,732      CA$ 1.59        2,116,065      CA$ 1.19  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table summarizes stock options outstanding and granted as at December 31, 2017:

 

Exercise price

   Number
outstanding
     Remaining
contractual
life (years)
     Number of
exercisable
options
 

CA$0.70

     149,399        2.0        149,399  

CA$1.24

     565,000        3.4        565,000  

CA$1.27

     150,000        4.2        150,000  

CA$0.85

     100,000        5.2        100,000  

CA$1.10

     215,000        5.7        215,000  

CA$1.48

     360,000        6.2        360,000  

CA$0.94

     100,000        7.2        66,667  

CA$0.83

     28,333        7.8        13,334  

CA$0.80

     50,000        7.9        33,334  

CA$1.43

     250,000        8.3        83,338  

CA$1.55

     50,000        8.5        16,667  

CA$2.20

     165,000        9.5        Nil  

CA$6.00

     155,000        10.0        Nil  
  

 

 

       
     2,337,732        
  

 

 

       

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

 

     Exercise price
in CA$ per
share
     December 31,
2017
     December 31,
2016
 

Expiry date - January 13, 2020

     0.70        149,399        199,399  

Expiry date - May 20, 2021

     1.24        565,000        565,000  

Expiry date - March 13, 2022

     1.27        150,000        150,000  

Expiry date - March 13, 2023

     0.85        100,000        100,000  

Expiry date - September 26, 2023

     1.10        215,000        240,000  

Expiry date - March 18, 2024

     1.48        360,000        366,666  

Expiry date - March 19, 2025

     0.94        100,000        100,000  

Expiry date - October 6, 2025

     0.83        28,333        45,000  

Expiry date - November 16, 2025

     0.80        50,000        50,000  

Expiry date - March 29, 2026

     1.43        250,000        250,000  

Expiry date - June 30, 2026

     1.55        50,000        50,000  

Expiry date - June 14, 2027

     2.20        165,000        —    

Expiry date - December 22, 2027

     6.00        155,000        —    
     

 

 

    

 

 

 
        2,337,732        2,116,065  
     

 

 

    

 

 

 

During 2017, 906,000 performance-based restricted share units were issued to Village Farms employees involved with the recently formed joint venture with Pure Sunfarms, Corp. Once a performance target is met and the shares units are deemed earned and vested, compensation expense based was recorded based on the fair value of the share units on grant date and is included in selling, general and administrative expenses in the consolidated statement of income. There were 128,000 performance-based restricted share units outstanding, which had not yet vested as at December 31, 2017.

 

25


VILLAGE FARMS INTERNATIONAL, INC.

Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016

(In thousands of United States dollars, except per share amounts and unless otherwise noted)

 

The following table summarizes 906,000 performance-based restricted share units were issued during the year.

 

     2017  
     Performance-
based restricted
share units
     Weighted average
grant date fair
value in CA$
 

Beginning of year

     —       

Issued

     885,000      CA$ 2.20  

Issued

     21,000      CA$ 6.00  

Exercised

     (768,000    CA$ 2.20  

Expired

     (10,000    CA$ 2.20  
  

 

 

    

 

 

 

Outstanding at end of year

     128,000      CA$ 2.82  
  

 

 

    

 

 

 

Exercisable at end of year

     —       
  

 

 

    

24 SUBSEQUENT EVENT

On March 5, 2018 the Company, and joint venture partner Emerald, announced that Health Canada had issued a Cultivation Licence to Pure Sunfarms under Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”).

 

26


EX-99.12

Exhibit 99.12

Village Farms International, Inc.

Management’s Discussion and Analysis

Year Ended December 31, 2017

April 2, 2018


Village Farms International, Inc.

 

 

Management’s Discussion and Analysis

Information is presented in thousands of United States dollars (“U.S. dollars”) unless otherwise noted.

Introduction

This management’s discussion and analysis (“MD&A”) should be read in conjunction with the annual consolidated financial statements and accompanying notes of Village Farms International, Inc. (“VFF” and, together with its subsidiaries, the “Company”), for the year ended December 31, 2017 (the “Consolidated Financial Statements”). The information provided in this MD&A is current to April 2, 2018 unless otherwise noted.

VFF is a corporation existing under the Canada Business Corporations Act. The Company’s principal operating subsidiaries at December 31, 2017 were Village Farms Canada Limited Partnership (“VFCLP”), Village Farms, L.P. (“VFLP”) and VF Clean Energy, Inc. (“VFCE”). On June 6, 2017 VFF entered into a shareholders’ agreement in respect of the operation and governance of Pure Sunfarms Corp. (“Pure Sunfarms”) in which VFF owns a 50% interest.

Basis of Presentation

The annual data included in the MD&A is presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), unless otherwise noted.

The preparation of annual financial data requires the use of certain accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the annual financial data, are disclosed in note 3 of the Consolidated Financial Statements.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the CEO. Based on the aggregation criteria in IFRS 8, Operating Segments, the operating segments of the Company are treated as two reporting segments.

Functional and Presentation Currency

The financial data is presented in U.S. dollars, which is the Company’s functional currency. All financial information presented in U.S. dollars has been rounded to the nearest thousand.

Business Overview

Management believes that the Company is one of the largest producers, marketers and distributors of premium-quality, greenhouse-grown tomatoes, bell peppers and cucumbers in North America. These premium products are grown in sophisticated, highly intensive agricultural greenhouse facilities located in British Columbia and Texas. The Company also markets and distributes premium tomatoes, peppers and cucumbers produced under exclusive arrangements with other greenhouse producers. The Company primarily markets and distributes under its Village Farms® brand name, primarily to retail supermarkets and dedicated fresh food distribution companies throughout the United States and Canada. It currently operates two distribution centres, one located in the United States and one in Canada. Since its inception, the Company has been guided by a sustainable agriculture policy which integrates four main goals – environmental health, economic profitability and social and economic equality. The Company, through its subsidiary VFCE, owns and operates a 7.0 MW power plant from landfill gas that generates electricity and provides thermal heat, in colder months, to one of the Company’s adjacent British Columbia greenhouse facilities and sells electricity to British Columbia Hydro and Power Authority (“BC Hydro”).

The Company embraces sustainable agriculture and environmentally-friendly growing practices by:

 

2


Village Farms International, Inc.

 

 

   

utilizing integrated pest management techniques that use “beneficial bugs” to control unwanted pests. The use of natural biological control technology keeps plants and their products virtually free of chemical agents. The process includes regular monitoring techniques for threat identification, development of appropriate, tailored response strategies and the execution of these strategies;

 

   

capturing rainwater from various greenhouse roofs for irrigation purposes;

 

   

capturing landfill gas on a long term contract from the City of Vancouver landfill to generate electricity under a long term contract with BC Hydro and thermal heat for an adjacent greenhouse;

 

   

recycling water and nutrients during the production process;

 

   

growing plants in a natural medium, including coconut fibre and rock wool, as opposed to growing in the soil and depleting nutrients; and

 

   

using dedicated environmental control computer systems which monitor and control virtually all aspects of the growing environment, thereby maximizing the efficient use of energy.

The Company’s assets, as of the reporting date, include six operating produce greenhouses providing approximately 837,094 square metres (or approximately 212 acres) of growing space in Canada and the United States. For the year ended December 31, 2017 the Company had seven operating produce greenhouses. During 2017, the Company granted rights to one of its greenhouses located in Delta, BC (the “Delta 3 Greenhouse”) to Pure Sunfarms. Pure Sunfarms is in the process of converting the Delta 3 Greenhouse into a facility compliant with Access to Cannabis for Medical Purposes Regulations (“ACMPR”) with the object of seeking to achieve large scale low-cost high quality cannabis production. Pure Sunfarms received a cultivation license from Health Canada for the Delta 3 Greenhouse on March 2, 2018.    

All of the Company’s greenhouses are constructed of glass, aluminum and steel, and are located on land owned or leased by the Company. The Company also has marketing agreements with growers in Canada, United States an