UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2020

 

 

VILLAGE FARMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Canada   001-38783   98-1007671

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

  (IRS Employee
Identification No.)

4700-80th Street

Delta, British Columbia Canada

V4K 3N3

(Address of Principal Executive Offices)

(604) 940-6012

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Shares, without par value   VFF   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, 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.  ☐

 

 

 


Item 7.01

Regulation FD Disclosure

On March 30, 2020, Village Farms International, Inc. (the “Company” or “Village Farms”) issued a press release announcing that it intends to avail itself of the 45-day extension provided by an order issued by the Securities and Exchange Commission (the “SEC”) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release Nos. 34-88318 (Mar. 4, 2020) and 34-88465 (Mar. 25, 2020)) (the “Order”) as well as a similar extension permitted by its Canadian securities regulator. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On March 24, 2020, the Company issued a press release announcing the date and time of its earnings call for the year ended December 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01

Other Events.

The Company is filing this current report on Form 8-K to avail itself of an extension to file its Annual Report on Form 10-K for the period ended December 31, 2019 (the “Annual Report”), originally due on March 30, 2020, in reliance on the Order.

The Company’s reporting function and its third party EDGAR filing agent are experiencing disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world and thus the Company is unable to timely file the Annual Report.

Village Farms as well as our third-party EDGAR filing agent have been following the recommendations of local health authorities, to minimize exposure risk for their employees for the past several weeks, including the temporary closures of their offices and having employees work remotely to the extent possible, which has adversely affected their efficiency and has presented a significant challenge in our ability to prepare and finalize its initial Annual Report to be filed by the deadline of March 30, 2020.

As a result of the foregoing, the Company will be relying upon the 45-day grace period provided by the Order to delay filing of the Annual Report. The Company expects to file its Annual Report as soon as possible and in any event no later than May 14, 2020, which is 45 days after the original due date of the Annual Report.

Set forth below is a risk factor the Company intends to include in the Annual Report regarding the risks related to the impact of COVID-19 on its business and results of operations.

We face business disruption and related risks resulting from the COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.

The ongoing and developing COVID-19 pandemic has caused a broad impact globally. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the pandemic and any resulting recession or economic slowdown (particularly in Canada and/or in the United States) could reduce our productive capacity, labor availability and operations generally, may reduce demand for our products, and could


overall affect our ability to achieve profitability. In addition, any significant disruption of global financial markets, reducing our ability to access capital or our credit facilities, could negatively affect our liquidity. Any of the foregoing effects from the COVID-19 pandemic could materially adversely affect our business, prospects and future results of operations, and the value of our Common Shares.

Recently, due the COVID-19 pandemic, the Canadian government closed its borders to all foreign people, but subsequently, due to the negative impact on the Canadian agricultural industry, decided that foreign worker program will continue subject to new rules and regulations such as a mandatory 14-day quarantine period. Any disruption in the Canadian foreign worker program could have a detrimental impact on our ability to cultivate fresh produce.

In the case of our facilities in west Texas, a significant portion of our labor are documented workers in Mexico who cross the U.S. border on a daily basis into Texas. Recently, as a response to the COVID-19 pandemic, the U.S. government has closed the U.S./Mexico border but has determined that agricultural workers are essential. Currently, our Mexican employees have permission to continue to cross the border. There can be no assurance that we would be able to continue our Texas operations without our Mexican based workforce, if any decision is made to permanently or temporarily close the U.S./Mexico border. Any shortage of such labor could restrict our ability to operate our greenhouses profitably, or at all.

Additionally, adult use demand for cannabis products is dependent on a number of social, political and economic factors that are beyond our control including the pace of new retail cannabis stores, which could be slowed by the impact of COVID-19. Accordingly, the initial demand that has been experienced following legalization in Canada may not continue at our anticipated levels or may not be sustainable.

We are still assessing the impact COVID-19 may have on our operations and business prospects, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including an economic downturn generally or in our sectors in particular. Accordingly, COVID-19 may have a material adverse effect on our business and future results of operations and financial condition.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements may relate to Village Farms’ future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy and plans and objectives. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for Village Farms, Pure Sunfarms, the greenhouse vegetable industry or the cannabis and hemp industries 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.

Although the forward-looking statements contained in this Current Report on Form 8-K are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results or events will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Village Farms’ control, that may cause Village Farms’ 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 Village Farms’ filings with U.S. and Canadian securities regulators. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to COVID-19, which may have a material adverse effect on our business, operations and future financial results.

When relying on forward-looking statements to make decisions, Village Farms 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, events, performance, achievements, prospects and opportunities. The forward-looking statements made in this Current Report on Form 8-K only relate to events or information as of


the date on which the statements are made in this Current Report on Form 8-K. Except as required by law, Village Farms undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

  

Title

99.1    Press Release dated March 30, 2020.
99.2    Press Release dated March 24, 2020.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 30, 2020

 

VILLAGE FARMS INTERNATIONAL, INC.
By:  

/s/ Stephen C. Ruffini

Name:   Stephen C. Ruffini
Title:   Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

Village Farms Provides Update on Annual Filings

Vancouver, BC, March 30, 2020 – Village Farms International, Inc. (“Village Farms”) (TSX:VFF; Nasdaq:VFF) is providing an update on the status of the filing of its annual financial statements, annual management’s discussion and analysis and annual information form (collectively, the “Annual Filings”), as required by sections 4.2, 5.2(1) and 6.2 of National Instrument 51-102Continuous Disclosure Obligations, to be included in its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report on Form 10-K”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as with Canadian securities regulators.

Village Farms as well as its advisors and its third party EDGAR filing agent have been following the recommendations of local health authorities, to minimize exposure risk for their employees for the past several weeks, including the temporary closures of their offices and having employees work remotely to the extent possible, which has adversely affected their efficiency and has presented a significant challenge in Village Farms’ ability to prepare and finalize its initial Annual Report on Form 10-K to be filed by the deadline of March 30, 2020. On March 23, 2020, the Canadian Securities Administrators (CSA) published temporary blanket relief for market participants from certain regulatory filings as a result of COVID-19. Village Farms intends to rely on this temporary blanket relief, which provides Village Farms with a 45-day extension to file the Annual Filings, in accordance with BC Instrument 51-515Temporary Exemption from Certain Corporate Finance Requirements. In addition, the SEC has issued an order under Section 36 of the Exchange Act (Release Nos. 34-88318 (Mar. 4, 2020) and 34-88465 (Mar. 25, 2020)) (the “Order”) that will provide Village Farms with a similar extension on the filing of its Annual Report on Form 10-K, provided that it satisfies the conditions of the Order, including the filing of a Current Report on Form 8-K with the SEC that includes information regarding the impact of COVID-19 on the business of Village Farms.

The Company anticipates filing the Annual Filings and the Annual Report on Form 10-K as soon as possible and in any event no later than 45 days after the date of this press release. In the interim, management and other insiders of Village Farms are subject to a trading black-out policy that reflects the principals in section 9 of National Policy 11-207Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. Village Farms will continue to host a conference call to discuss its fourth quarter and year end 2019 financial results on Tuesday, March 31, 2020 at 8:30 a.m. ET, as previously announced. Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at: https://bit.ly/3dhUkwc.

Village Farms confirms that, since the filing of its interim consolidated financial statements for the three months ended September 30, 2019, there have been no material business developments other than those disclosed through press releases or its Current Reports on Form 8-K filed with the SEC. For more information regarding the impact of COVID-19 on the business of Village Farms, see the Current Report on Form 8-K to be filed on the date hereof with both the SEC and Canadian securities regulators.


Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements may relate to Village Farms’ 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 Village Farms and Pure Sunfarms. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for Village Farms, Pure Sunfarms, the greenhouse vegetable industry or the cannabis and hemp industries 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.

Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results or events will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Village Farms’ control, that may cause Village Farms’ 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 Village Farms’ filings with U.S. and Canadian securities regulators, including as detailed in Village Farms’ annual information form and management’s discussion and analysis for the year-ended December 31, 2018 and for the three and nine-month periods ended September 30, 2019. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to COVID-19, which may have a material adverse effect on our business, operations and future financial results.

When relying on forward-looking statements to make decisions, Village Farms 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, events, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release only relate to events or information as of the date on which the statements are made in this press release. Except as required by law, Village Farms undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Village Farms International, Inc.

Through our majority ownership position in our joint venture, the British Columbia-based Pure Sunfarms Corp., we have one of the single largest cannabis growing operations in the world. We are also one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada, and we have joint venture operations in hemp and CBD products.

 

- 2 -


Contact Information

Lawrence Chamberlain

Investor Relations

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com

 

- 3 -

Exhibit 99.2

 

LOGO

Village Farms International to Host Year End 2019

Conference Call on Tuesday, March 31, 2020 at 8:30 a.m. ET / Company Provides

COVID-19 Update: All Facilities Remain Open

— Company to Report its Fourth Quarter and Year End 2019 Financial Results Via News Release on

Monday, March 30, 2020 at Approximately 5:00 p.m. ET —

Vancouver, BC, March 24, 2020 – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX:VFF) (NASDAQ:VFF) today announced it will host a conference call to discuss its fourth quarter and year end 2019 financial results on Tuesday, March 31, 2020 at 8:30 a.m. ET. Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at: https://bit.ly/3dhUkwc.

The Company expects to report its fourth quarter and year end 2019 financial results via news release on Monday, March 30, 2020 at approximately 5:00 p.m. ET.

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 8152898 followed by the pound key. The telephone replay will be available until Tuesday, April 7, 2020 at midnight (ET). The conference call will also be archived on Village Farms’ web site at http://villagefarms.com/investor-relations/investor-calls.

COVID-19 Update: All Village Farms’ and Pure Sunfarms’ Facilities Remain Open

The well-being and safety of everyone in the Village Farms community, including its employees, customers, vendors and partners, and their families, is of the highest priority to the Company. Village Farms has been closely monitoring the path of the Coronavirus Disease 2019 (COVID-19) outbreak since it developed into a situation with global ramifications, and continues to monitor developments closely in real time.

At this time, Village Farms’ production facilities in Texas, Vancouver, Canada as well as its partner facilities in Ontario, Canada and Mexico, and Pure Sunfarms’ facilities in Canada remain open. Village Farms and Pure Sunfarms already adhere to the highest health and safety standards in their operations and each has put in place heightened hygiene practices and safety protocols, including more stringent cleaning and sanitization, and are taking appropriate precautions throughout all operations as per the recommendations of health authorities. The Company will continue to enhance and evolve such practices and protocols as the situation warrants.


LOGO

 

“As we all know, these are unprecedented times, and our thoughts and prayers are with all those affected,” said Michael DeGiglio, CEO Village Farms. “As it should be, our top priority at all times, and especially now, is to protect the safety and health of anybody that comes in contact with our products from planting through to the growing process and through to the ultimate consumption. We also have a commitment to our consumers to provide high quality produce as long as we meet our top priority, which, at this time, we continue to do. Some may question our decision to continue operations. As the founder and CEO of Village Farms, which has been a world-class fresh vegetable producer for more than 30 years, I am extremely proud of our unblemished food safety record. We have always not only met, but exceeded, our regulatory requirements. My personal goal has always been, and continues to be, that Village Farms lead the world in this regard. Our majority-owned cannabis producer, Pure Sunfarms’ new facility was built with that as a critical underlying criterium. The technology being used is the best available today. Our customers, our consumers and our investors can be assured that, as good as we believe we are, our protocols are monitored and updated constantly so we have the ability to deal with any potential issue instantly. And I want to be clear that we will curtail or cease operations immediately at any of our individual operations should it become warranted. Our diversified footprint spanning three countries mitigates the potential impact of any such actions.”

About Village Farms International, Inc.

Village Farms 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. 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 more than nine million square feet of Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in British Columbia, Ontario and Mexico. The Company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its majority ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The Company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp-derived CBD market, subject to compliance with all applicable U.S. federal and state laws, Village Farms has established two joint ventures, Village Fields Hemp and Arkansas Valley Green and Gold Hemp, for outdoor hemp cultivation and CBD extraction and is pursuing controlled environment hemp production at a portion of its Texas greenhouse operations, which total 5.7 million square feet of production area.

Contact Information

  Lawrence Chamberlain

  Investor Relations

  LodeRock Advisors

  (416) 519-4196

  lawrence.chamberlain@loderockadvisors.com