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Village Farms International, Inc. (VFF 2.64%)
Q4 2020 Earnings Call
Mar 16, 2021, 8:30 a.m. ET


  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:


Good morning, ladies and gentlemen. Welcome to Village Farms International's fourth-quarter 2020 financial results conference call. This morning Village Farms issued a news release reporting its financial results for the fourth-quarter and full-year ended December 31, 2020. That news release, along with the company's financial statements, are available on the company's website at villagefarms.com under the Investors heading.

Please note that today's call is being broadcast live over the Internet and will be archived for replay, both by telephone and via the Internet, beginning approximately one hour following the completion of the call. Details of how to access the replays are available in yesterday's news release. Before we begin, let me remind you that forward-looking statements may be made today during or after the formal part of this conference call. Certain material assumptions were applied in providing these statements, many of which are beyond our control.

These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements. A summary of these underlying assumptions, risks and uncertainties is contained in the company's various security filings with the SEC and Canadian regulators, including its Form 10-K MD&A for the year ended December 31, 2020, which are available on EDGAR. These forward-looking statements are made as of today's date. Except as required by applicable securities law, we undertake no obligation to publicly update or revise any such statements.

I'd now like to turn the call over to Michael DeGiglio, chief executive officer of Village Farms International. Please go ahead, Mr. DeGiglio.

Michael DeGiglio -- Chief Executive Officer

Thank you, Sharon. Hey. Good morning, everyone. With me on today's call is Village Farms' chief financial officer, Steve Ruffini.

This morning, I'm going to spend a few minutes highlighting these key takeaways for the quarter. Steve will then review financial results, and I'll return with some concluding thoughts before we open up the call to your questions. So before I begin, I just want to note on the onset that Q4 was somewhat of a noisy quarter that, to a degree, masked the underlying strong performance of the Pure Sunfarms business. Under GAAP accounting upon our acquisition of the balance of Pure Sunfarms, we were required to revalue Pure Sunfarms inventory to its net realizable value.

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That meant writing up the portion of Pure Sunfarms' inventory we acquired from its exceptionally low cost of production to what we expected to sell it for. The end result was that from an accounting perspective, the inventory was sold through with a cost of goods sold equal to selling price or for 0 margin. This resulted in a $3.3 million noncash impact on Pure Sunfarms reported gross margin and net income for the fourth quarter. So this is one of those accounting requirements that causes many of us nonaccountants, like myself, and I think even a lot of actual accountants to scratch our heads as the accounting clearly don't reflect the true underlying nature of actual transactions.

There you go. So for me, it also actually underscores a significant value Pure Sunfarms is adding with its cultivation expertise. But I did want to call that out since it's unusual. But on the positive side, however, we realized a $23.6 million gain from Pure Sunfarms acquisition that flow through Village Farms income statement separately and that also as a onetime item in the fourth quarter.

We believe this gain, to a very large extent, reflects a significant and sustainable value we have created in Pure Sunfarms since our original contribution in establishing the business. So, now Steve, who understands this much better than I, will walk through all of this in detail in a few minutes, but I did want to highlight them for contents before we get into the numbers. So for the fourth quarter, we feel was a very solid finish to a year, a significant achievement for Village Farms. The highlight of the year was the acquisition of the remaining shares of the Pure Sunfarms and welcoming that group into Village Farms family, fully into it, for 2020 was a year in which Pure Sunfarms clearly established itself as Canada's premier cannabis company and importantly, validate three core principles of the business model: the clear leader in the cost of production in Canada, consistently the top-selling dried cannabis brand in Canada's largest provincial market and consistently profitable.

This is a model that has not changed since day 1. With such a really productive year, it's easy to forget that 2020 was very much a ramp-up year as we transitioned our focus to branded products for the retail market from the wholesale market. And so I couldn't be more pleased with our success. As 2021 and 2022 will also be ramp-up years for different reasons as we now double our production to meet the growing demand for our retail branded products.

As a reminder, we only began selling our branded retail products toward the very end of 2019 with the receipt of our distribution license. 97% of our sales in 2019 were to other cannabis producers during a true -- during a period of very elevated pricing. The fourth quarter continued the momentum in retail branded sales to provincial distributors that we drove throughout the year, with those sales increasing 40% sequentially. And then that was on top of a 40% jump from just Q2 to Q3.

The strong retail branded sales growth was driven by several factors. Even amid the pandemic, this overall market continues its very healthy pace of growth, increasingly being driven by the transition from a listed sales to legal sales and a number of retail stores providing greater access for Canadians, particularly in Canada's largest provincial market, Ontario. The number of our Ontario stores nearly doubled from Q3 to Q4 of last year for a total of 324 stores and appears to be on track for over 1,000 this year. Pure Sunfarms remains a top-selling dried cannabis brand within Ontario Canada store in Q4 as it was for the entire year and as it's been since the launch in October 2019.

This is really an incredible achievement. This is an important data point as dried cannabis represents more than 57% of sales in Ontario, the largest provincial market. Now as a reminder, Ontario continues to be our only provincial market for which we receive definitive market share data, and this is why you hear us only discuss Ontario as opposed to the other provincial markets. I'll add here that recently publicly available and market research shows Pure Sunfarms leads all other brands in each of Ontario, Alberta and British Columbia in dollar sales per individual SKU.

We view this as yet another indication of success of our product strategy and another validation of our business model. Q4 was also the full quarter of our sales from our Canadian 2.0 rollout, which has been very well received by our customers. But it was early days in a rollout. It still is, and only a limited number of products are still in the market.

This should elevate us going forward. So now turning to SG&A for a moment. During Q4, we pushed forward our planned investment in near-term growth initiatives at Pure Sunfarms and expansion, including the 2021, this year start-up of the Delta 2 greenhouse, which Steve and I will come back to. And importantly, the spend on these initiatives is completely consistent with VFF's philosophy that we pay for growth and future growth through our current cash flow.

So once again, the most important takeaway from the results for the quarter is the underlying strength of our model and its ability to consistently deliver this profitability. Revenue is important, but it must come with profitability. That goes without saying. So Pure Sunfarms delivered its ninth consecutive quarter of positive EBITDA.

We've been positive EBITDA and since the first quarter we started selling wholesale product. And this is also our eighth consecutive quarter of net income. So after adjusting for GAAP requirements to write-up the acquired inventory according to our accounts that artificially raised more than $3 million of gross margin for the quarter. And I will also note that excluding our noncash charge, Q4 gross margin was a healthy very -- really healthy actually of 39%, up from 34% in Q3.

On past calls, I've talked about the lumpiness of the nonbranded or wholesale sales, which comprises nearly -- which comprised of nearly half of Q3 total sales of $10.6 million in a somewhat active quarter for wholesale. Q4 was clearly less active -- was a less active quarter of just over $7 million on non-branded sales. And it appears despite the steady growth in the overall market, other producers were lightening up on purchases ahead of the SKU rationalization of provincial distributors. We have heard of massive inventory levels at other LPs.

Think once that's either digested through the system, written down or whatnot, we expect the wholesale market to realign sometime this year. As an aside, Pure Sunfarms essentially unaffected by these rationalizations that again is a testament to our focus and well thought of product strategy. We really lost nothing in the SKU rationalization at any provincial market. And that's a real credit to the team there.

We are pleased to see the provincial governments that's taking action to streamline the breadth of their offerings as we think it ultimately benefits those with the best-selling products. And as the Canadian market continues to develop, we will then continue our pragmatic and disciplined approach to portfolio SKUs. So to wrap up on Pure Sunfarms from my viewpoint, when I look at the performance of the business in 2020, 2021 and expectations ahead, I clearly see a profitable business with strong fundamentals, which is a proven go-to-market strategy and multiple growth drivers. I'll review those again in a few minutes.

2020 was also a year in which we took our first small but meaningful steps in our international cannabis strategy. Consistent with our prudent, capital-efficient approach to our growth opportunities, we are targeting the select emerging cannabis markets with significant medium- and long-term potential through investments with local early moves in our respective regions. Such was our investment with Australia-based Altum International, which targets access to the massive Asia Pacific region. 2020 was a great year for Altum as it established itself as a leading supplier in CBD in Hong Kong and across three platforms: consumer brands, commercial products and retail.

So we're excited about what 2021 has in-store for Altum as it begins to build in the success in Hong Kong with expansion in other key Pacific Rim markets. So, on the heels of this success, we increased our stake once again in Altum in February. 2020 was also a very good year for our produce business as we benefit from favorable pricing environment due to the elevated demand resulting from the pandemic. Now significant process -- our progress over the last two years in transitioning capacity designated for cannabis to produce growing partners, both in Canada and Mexico, enabled us to take full advantage of the market dynamic.

The pricing environment began to normalize in the back half of Q4 that's dampening the year-over-year growth we saw early in 2020. And profitability was impacted by production challenges at one of our U.S. facilities, which Steve will discuss in a minute. Still for the year, produce delivered more than a $16 million improvement in adjusted EBITDA from 2019.

As most importantly, I've spoken to many times, the organizational strength that underpins our produce business provides us with significant advantage as we pursue cannabis opportunities in the U.S. as well as abroad. So now I'll turn it over to Steve now to talk about our financials in detail. Steve?

Steve Ruffini -- Chief Financial Officer

Thanks, Mike. In the interest of time, I'm going to restrict my comments primarily to the fourth-quarter results. Our full-year financial results are available in our news release and our regulatory filings, which will be available on EDGAR and SEDAR, et cetera, et cetera, as well as our website later today. As a reminder, our reported results from the fourth quarter reflect the consolidation of Pure Sunfarms following our acquisition of the remaining interest on November 2nd.

And beginning in Q1 2021 quarter, which we report on or before May 10, as we are now an accelerated filer, Pure Sunfarms will be fully consolidated for the entire quarter. So we will not have the noise of one month of a JV and two months of consolidation. But to assist the reader in this quarter, we have shown the Pure Sunfarms results in both the Canadian dollars and U.S. dollars as if it were a stand-alone company in our press release.

For comparative purposes, I will speak to the produce results and Pure Sunfarms cannabis results independently and then summarize some comments on the consolidated company. Starting with produce, sales for Q4 increased $1.5 million or just about 5% to $34.6 million from $33.1 million in Q4 of 2019, driven mainly by an 8% year over year increase in our average net selling price in the fourth quarter with a slight year-on-year decrease in pounds sold. So, as Mike mentioned, we saw market pricing of tomatoes, which has been elevated for much of the year, right into the first part of Q4 as a result of pandemic-related lockdowns. Recently, the price has retreated back on more normalized levels in Q1, partially driven by some recent weakness on a year-on-year basis in retailer demand, we presume as people in the U.S.

at least are starting to return to a more normal life from the lockdown. The higher year-on-year selling price was offset by the acceleration of produce costs in Q4 caused by the impact of the brown rugose virus that is impacting the global tomato industry at one of our Texas greenhouses in the tune of roughly $2 million in this quarter. We increased our cost per pound of production in the quarter above our historical cost per pound at this facility, which resulted in the acceleration of production costs in the quarter. While the virus was not as detrimental to our 2020 results as the virus was to our 2019 results, it did cause a negative produce gross margin for the quarter.

Gross margin for the year was $8.8 million, a significant improvement as Mike mentioned, to the negative gross margin of $7.3 million in 2019. So turning now to cannabis, as Mike discussed, retail branded sales to provincial distributors for Q4 grew 30% sequentially driven by our continued strong market share performance as well as our first full quarter of sales for our Cannabis 2.0 products, following the launch of our first oils and vapes partway through the Q3. This was offset by non-branded sales, most of which are to other producers that were down 30% from Q3 as it appears the overall wholesale market activity slowed during the quarter for the reasons Mike just discussed this earlier. While highly impacted by supply needs versus availability, especially as it pertains to potency, our quarter-on-quarter wholesale price actually increased in Q4 versus Q3.

And all flower is not created equal. As we have also discussed, we expect quarter-to-quarter variability in wholesale sales volume and prices as the overall Canadian cannabis market and producer landscape continues to evolve and mature. These are the profitable sales that, in the short term, drive additional cash flows as we continue to ramp up our retail branded sales, which, of course, is our primary focus. The sequential increase in retail branded sales and the decrease in non-branded sales essentially netted out to a flat quarter for total sales at $22.5 million.

On a proportionate basis, branded retail sales represented 69% of total sales, up from 49% in Q3. In the early stages of this rollout of the 2.0 product, contributing about 12% to the Q4 total dollar sales, up from 4.5% in Q3. Wholesale made up the remaining 31%. Drilling down a little further on the retail branded sales.

Sequential growth was driven by a 52% increase in large-format dried flower, a 30% increase in pre-rolls and 179% increase in oil and the Cannabis 2.0 products. Small format sales were flat quarter on quarter. Our average flower selling price program in Q4 was down 2% from Q3, which is solely due to the higher percentage of large-format flower sales in Q4 versus that of Q3. Our Cannabis 2.0 SKUs saw a slight increase on a quarter-on-quarter basis.

Reported gross margin in Q4 was 20%. That's our statutory percentage, which includes the impact of the noncash write-up of flower inventory sold during the fourth quarter that was on hand on the acquisition date, November 2nd. Just to be clear, U.S. GAAP acquisition accounting requires us to implement what's called purchase price accounting.

Essentially, a buyer adjusts the acquired the company's assets and liabilities to the acquisition date -- on the acquisition date to the fair value. This resulted in a write-up in the value of our flower inventory on hand on November 2nd to its fair value, which should not come as a big surprise. Since inception, we have consistently sold our flower at these market prices that's well above our cost of production. An easy way of trying to explain it is essentially is a greenhouse full of cannabis is worth more than a greenhouse that is empty.

And the accounting rules require us to recognize that the greenhouse has cannabis in it. As such, we had to value the cannabis that was in our greenhouse on the acquisition date. So from a pure accounting perspective, the flower inventory that existed on November 2nd that was sold during the quarter result in a 0 statutory gross margin. This is also an accounting impact and not reflective of the true cash flows from operations.

The offsetting loss on our statutory gross margin on the flower inventory that was written up due to the acquisition is essentially part of the gain on acquisition that we recognized of $23.6 million on the consolidated Village Farms books. So the essential $23.6 million represents the difference between the fair market value that we paid and the book basis of our investment in Pure Sunfarms on November 1. Excluding the impact of the flower inventory write-up, the gross margin was a very healthy 39% and compares to our gross margin of 40% in Q3 as pricing was close to flat quarter on quarter. This indicates that cost per gram were relatively flat as well.

On a go-forward note, there is still some of the flower inventory that was written up on our books on December 31 that existed on November 2nd, which we expect to sell in Q1. And potentially, there may be some trickling into Q2. So our statutory gross margin will be impacted, but we will also break down that out as we have done for Q4. The 83% gross margin in Q4 2019 benefited from the CAD 8.1 million revenue that we recognized in the settlement of our 2019 supply agreement between Emerald and Pure Sunfarms, which had no corresponding cost of sales in 2019.

If one removes the settlement revenue and of a corresponding 100% margin on net revenue from the Pure Sunfarms 2019 Q4 results, the actual gross margin would have been 48% versus the 39% in 2020, which is primarily driven by the lower year-on-year pricing. Turning to SG&A expenses. And as Mike noted, it was a somewhat outsized quarter for SG&A, which is up $2.6 million or 79% from the third quarter. Most of the increase was related to the strategic growth and expansion initiatives, including these fees that's associated with the EU GMP certification process, which is well under way; the implementation of an ERP system as whether -- as some other IT consulting with respect to security; and some sales plans, which were all necessary as we continue to expand our sales and reach in Pure Sunfarms.

We also had planned investment in headcount ahead of the start of the Delta 2 later this year, which will also be -- effectively double our cannabis production by late 2021. And we also experienced the first and only, which represented roughly 30% of the SG&A, a single bad debt expense from an LP that filed for bankruptcy. Most of our sales to this LP were paid for, but just as a result of their financial condition, the final installment was not made. Since inception, this has been our only bad debt we have experienced.

We continue to assess the creditworthiness of all our wholesale customers and the factor that into our sales terms. Turning to the balance sheet, both Village Farms and Pure Sunfarms continue to be on solid position to support our ongoing business with integral -- internal growth objectives as well as positive cash flow from operations of $5.7 million for the year, a nice $20 million improvement from the 2019. Our cash balance at year-end was $25.6 million. And both Village Farms and Pure Sunfarms had some borrowing capacity on their existing bank loans available to them at year-end.

As noted in our news release today, Pure Sunfarms has extended its existing credit agreement with its bank syndicate, which was set to expire in February 2022 to February 2024. And Village Farms is in the process of renewing its ABL facility with BMO, which -- with BMO, which should be completed by month end. And subsequent to year-end, in January, we completed a registered direct offering with certain institutional investors, under which we also raised USD 135 million through the issuance of approximately 10.9 million common shares at the price of USD 12.40. Also on the financing front, last week, on March 10, the first day of our September 2019 warrants could be exercised.

We had three warrant holders, all part of one family fund, exercise their warrants, resulting in the receipt of an additional USD 10.3 million and the issuance of approximately 1.8 million additional common shares. We have approximately 2.9 million in September warrants outstanding with an exercise price of USD 5.80. We cannot force to exercise these warrants until March 2022, but expect more will be exercised in the coming weeks and months based on some current share price. The warrants are paper warrants, and they do not trade.

In February, we announced we repaid in full CAD 19.9 million or USD 15.6 million promissory note plus accrued interest that Village Farms issued to our former JV partner. And that is the final portion of the consideration paid for our acquisition of the remainder of Pure Sunfarms. Moving to the consolidated results for the quarter. Net income was $7 million compared to a net loss of $7.2 million in Q4 of last year primarily driven by this year-on-year improvement in our produce results.

As Mike noted earlier, we recognized a $23.6 million gain on acquisition from Pure Sunfarms acquisition under GAAP purchase price accounting, which is partially offset by a $3.8 million write-off of a portion of the loan to VF Hemp, resulting for the writedown of hemp inventory. And so as mentioned earlier, our net income was impacted by the inflated cost of goods sold due to the write-up of the Pure Sunfarms flower inventory under the purchase price accounting. Adjusted EBITDA for Q4 improved to a small loss of $500,000 from quite a loss of about $7.4 million in Q4 of 2019. We are in the strongest financial position we have been in my tenure with the company and continue to execute and build our market share in adult-use cannabis, while maintaining our produce business and greenhouse assets as we await developments in the United States legalization of cannabis.

With that, I'll turn it over to Mike.

Michael DeGiglio -- Chief Executive Officer

Well, thank you, Steve. I actually thought being catapulted off an aircraft carrier was exciting, but I never understood purchase accounting under GAAP is right up there. That's awesome.

Steve Ruffini -- Chief Financial Officer

Thank you.

Michael DeGiglio -- Chief Executive Officer

All right. So moving on. So 2020 set a new baseline for Village Farms to build and grow from -- as we leverage our 30-years plus experience in the vertically integrated controlled environment agriculture business for cannabis opportunities internationally. Our strategy is formed on these multiple opportunities for sustainable value creation over the near term, medium term and long term.

In Canada, we have proven out the Pure Sunfarms model: excellence in cultivation, highly efficient, low-cost operations, a proven product strategy based on high-quality products that customers want at an attractive price and the ability to deliver consistent profitability, all of which positions Pure Sunfarms for continued growth based on steady overall market growth. Canada is now at an annualized run rate of $3.6 billion. That's more than our double where it was at the end of '19. So that's very favorable.

Increased access to our products through growth in a number of retail outlets, especially in Ontario; expansion and the enhancement of product offerings; and continuous improvement is a fundamental tenet of our product strategy. And our team is just heads down continuing to elevate quality and innovate with this particular focus on those attributes most valued by customers. And finally, expansion of our market [Audio gap] to capture more of the industry's profitability pool going forward through 2022 and 2023. With this very favorable outlook, as Steve noted, we plan to start growing in half of our second 1.1 million square foot greenhouse Delta 2 in the back half of this year to meet our forecasted demand for our products.

Our goal is to start up the balance of the second half of Delta 2 in early to mid-2022, such that our mid -- by mid next year, we have doubled our current production levels. Each successive quarter of achievement of profitability for our Canadian cannabis business gives us great confidence in our ability to capitalize on this U.S. cannabis opportunity. We are very encouraged by the evolution of the regulatory environment in the U.S.

We have developed and are refining and adjusting in real-time multiple strategies, which anticipate legal participation for us in the high TAC market and leverage our deep experience there, and our organizational strength and our large greenhouse existing footprint. So as Steve discussed, we have significantly strengthened our balance sheet to execute. There is little doubt that in the coming years, we will see significant progressive change in the regulatory and the regulations of low and high TAC for on both medicinal and recreational use in various countries around the world. We continue to be very active in pursuing additional targeted large market opportunities.

So we -- and I can also say, looking at the future Village Farms, just personally, not just as the CEO, but the company's founder and still largest shareholder, our people, our capabilities, our opportunities that continue to give me great confidence in the ability of our company to deliver growth and a return on invested capital that is second to none in our industry, and that will drive sustainable value creation for our shareholders. So before I open the call to questions, I also want to highlight for those that may have missed our news release yesterday or Monday that Village Farms will be added to the S&P/TSX Composite Index before the market opened on March 22nd. It's a proud moment for us, and we believe validation of not just how far the cannabis industry has come in a very short period of time, but then especially this significant value we at Village Farms have been able to create for our shareholders. I want to take a moment to thank all members of Village Farms and Pure Sunfarms leadership and team, who have contributed to the many accomplishments and successes in 2020.

It is an unprecedented situation. You all rose to the challenge to our -- ensure our two essential businesses during this pandemic we're continuing to deliver to our customers and our consumers throughout the year but also continue to move forward the strategies for each of the businesses to position them for future growth and success. You each deserve this recognition, and I thank you. So with that, Sharon, we'll open up to questions.

Questions & Answers:


[Operator instructions] First question comes from Rahul Sarugaser with Raymond James.

Rahul Sarugaser -- Raymond James -- Analyst

Good morning, Mike and Steve. Thanks so much for taking our questions.

Michael DeGiglio -- Chief Executive Officer

Good morning.

Rahul Sarugaser -- Raymond James -- Analyst

Congratulations on the terrific year really. So like you said, this quarter's numbers were a little bit muddy but, of course, that's our job to try and sort that out. So I really kind of like to look forward, given that there was rapid growth in Pure Sunfarms market share through 2020. Now looking forward into 2021, we've seen the first quarter more broadly has been somewhat weak in general and we -- in our channel checks show that Pure Sunfarms didn't perform that well relative to its rapid acceleration we saw in 2020.

So how should we be thinking about Pure Sunfarms market share growth in '21, particularly given your goal of 20% market share over time?

Michael DeGiglio -- Chief Executive Officer

Yes. Good morning, Rahul, I think the 20% market share, we -- that is our longer-term goal. And I think it's achieving that market share is just -- it's a combination of what we can execute with these products. But it's also dependent upon what happens with the competitive landscape.

And as I said, it seems like profitability is just not that important in the marketplace, especially with many other LPs and companies can continue to access capital regardless of their cost of production and so on. So I think you have to take that in account, when will the music start to slow down? And so there is a lot of competition out there. And I think that was also -- we saw that with the provincial governments trying to get SKU rationalization. I mean some of these provincial governments had 6 -- 1,000 -- up to 1,800 SKUs and 60 different LPs that they were buying from.

And that's something we don't control. At the end of the day, there's just a limited amount of customers. So there's a lot of dynamics playing. And so I think that overall, we have achieved close to a 20% market share on flower for a given month in Ontario.

And that validation, even though it was just one month in the past, says that we can get there. If today, of all product categories in Canada, we're also in the 3% to 4% range, I think looking long term, 20% is possible. And as I said earlier, we feel confident on that. As we ramp up Delta 2, I don't know if many other LPs ramping up production, but we are.

And then it's really not a question of wholesale sales. I mean I've heard numbers where 1.2 -- north of 1.2 billion grams are in inventory at other LPs. If that is low potency, that product is not going to be sold. And so as we continue to deliver new SKUs with higher potency, I think that will drive greater market share.

So -- but overall, quarter on quarter, it's hard to like achieve, continuing to achieve high percentage in the quarter -- sequential quarterly growth. We just can't be measured that way. And I think we're excited about starting to look at our results measured by year on year, by quarter, and by year as opposed to just every single quarter, where there could be a lot of lumpiness in the market and so on. So I hope that helps answer the question.

Rahul Sarugaser -- Raymond James -- Analyst

Great. Yes and you are absolutely in position to acquire when you're talking about appreciating to the bottom line EBITDA over revenue. That said, the market continues to really value companies in this space on an EV-to-revenue basis. And given that Pure Sunfarms, essentially those farms will be consolidating Pure Sunfarms revenue completely starting Q1, how do you anticipate that playing out more broadly for the company, given that you will have some fully consolidated revenues? And then I cheaply add one additional question, which is now that you have 150 -- a nice healthy cash balance sheet, what are some of your plans in terms of deploying that cash, given essentially your historical record in gaining really good, efficient allocators of capital?

Michael DeGiglio -- Chief Executive Officer

Yes. Well, for the first question, I mean, we're 100 -- like Pure Sunfarms today, we are so pleased with the results of the company. I mean, to us, positive cash flow and profitability, that's what it's really all about. I mean, I just don't understand a company that can operate year on year for years, going through billions of dollars of shareholder wealth and never get to a point of profitability or then not even see a path to profitability.

Let's just say in the Canadian market based on the fact that the real driver is taking market share from the illicit trade to the legal trade being competitive in that pricing. So we -- Pure Sunfarms, man, they are uncuffed, unleashed, and that's -- they're going at it themselves. They have a fantastic management team, great organization. We have enough assets under one footprint if we converted the final greenhouse to do north of 35% of the entire Canadian requirement from this capacity perspective.

And they're going to just keep building that market share. Also, they now are going through GMP certification. That was a big cost for us in our fourth-quarter SG&A, north of the $0.5 million. And they're gearing up for export of products coming out of Canada.

So from our perspective, they're ready to go. They're fully solo and unleashed, and let them do their thing. And so for us here, everything we do is a process. It's systematic, get them positive, help them where we can, let them free and they are.

And so now we've come back to corporate, and we're focused on not just our entry point to the U.S., which is priority -- is this one of our top priorities. But as we're watching everything unfold, and it changes week-to-week and month-to-month. And we look at Texas, the way we view Texas, by the way, talking about the cap of the balance sheet we have, and how we deploy that, we are ready to go in Texas. We have our plan to duplicate this exactly and leverage up what we did in Canada by also converting the first or second of massive greenhouses in Texas.

We view Texas as a country. We don't consider it part of the 49 other states then because it is the Republic of Texas, population equal to Canada, second-largest populated state. No one has an advantage in Texas today. So when the race starts, we plan to be very aggressive within that marketplace, but that doesn't mean that's the only way we're going to really enter the U.S.

market. We have other plants. And then equally, we're very focused on the EU. We've been working there for 1.5 years.

But then everything we do has to come with very deep research, a process understanding how we get a return on capital, understanding how we invest our dollars in companies who acquire them will also get us cash flow positive. So it may not seem like we're moving as aggressive as others, but I can also assure you once we get into it, and that's right on the horizon, that we'll do well.


Next question comes from Doug Cooper with Beacon Security.

Doug Cooper -- Beacon Security -- Analyst

Hi. Good morning, guys. A couple of things, Steve. Just couple of nuts and bolts things I just wanted to confirm.

So G&A was 5.9 -- I'm just talking of G&A for Pure Sunfarms, $5.9 million in the quarter. And you said bad debt was 30% of that, so $1.7 million, is that right?

Steve Ruffini -- Chief Financial Officer

A little bit less than that.

Doug Cooper -- Beacon Security -- Analyst

Call it $1.5 million kind of thing?

Steve Ruffini -- Chief Financial Officer


Doug Cooper -- Beacon Security -- Analyst

OK. And Mike, I think you just said cGMP certification cost you $0.5 million in the quarter. I guess I'm just trying to get out, what is the sort of baseline G&A going forward in the quarter based on the current headcount?

Michael DeGiglio -- Chief Executive Officer

Well, we've approved that they will ramp up their SG&A to get ahead of Delta 2 because remember, Delta 2 is doubling our capacity. And they're going to be doing that through their positive cash flow, by the way. But it's going to be like a reverse bell curve. The SG&A is just going to ramp up for the next two to four quarters or at least till we start generating revenue from that asset.

We need to continue to build our team, our innovation, our products and then ramp that facility up. And we've been ramping up greenhouses for north of three decades. It's not an easy feat, and we want to get ahead of it. So once we start delivering revenue from Delta 2, and so I think you'll see that -- you will see the SG&A as a percent of sales come back down to what we consider normal for us, which is still within our normal percentage of what a CPG company should be operating at.

So I think expect to see that higher over the next four quarters.

Doug Cooper -- Beacon Security -- Analyst

OK. So I'm just trying to -- out of that $5.9 million, I'll call it onetime. You got bad debt to the $1.5 million; CU -- cGMP certification, $0.5 million and then ERP was something in there, too, right?

Steve Ruffini -- Chief Financial Officer

Doug, it's 30% of the increase. So it's 30% of $2.6 million that's bad debt.

Doug Cooper -- Beacon Security -- Analyst

30% of $2.6 million. OK.

Michael DeGiglio -- Chief Executive Officer

Yes. And just you talked about ERP, and I mean, to a degree, we didn't start out by putting a multimillion-dollar ERP system. We waited till we can be profitable.

Steve Ruffini -- Chief Financial Officer

They've been utilizing the Village Farms ERP system, which didn't handle Health Canada requirements as batch controls and etc., etc, etc.

Michael DeGiglio -- Chief Executive Officer

Right. So we're really excited about it. Now it's time, and they can use their cash flow to start upgrading their systems for future growth. And I think that's the way -- they're doing exactly the way we would do it.

Doug Cooper -- Beacon Security -- Analyst

Sure. Just on -- getting back to Rahul's question on market share. You target 20%. By my calculations, and you were, give or take, you obviously increased market share.

I think the Canadian market grew 12% sequentially, and so you guys were up 29% sequentially on the retail sales, so obviously gained some share there in large format, as you indicated. Can you just give us a breakdown of your $15.5 million in sales, how much was Ontario? How much was BC, and then how much was Alberta?

Steve Ruffini -- Chief Financial Officer

I don't -- we don't have that data. I mean Ontario -- we will say Ontario is our biggest customer. BC and Alberta kind of go neck and neck in between -- depending on months. As Mike said, it's hard to measure this quarter on quarter.

The ordering pattern for the provincial buyers is very sporadic, so it's not what I would call a normal course. Buying by what we see in the produce business on replenishment. In some instance, we've run out of SKUs that are best sellers in this province, which is frustrating. That's obviously, when we're out of stock, that's a lost sale.

But as Mike said, we're not in control of the buying patterns of the provincial governments. But Ontario is, by far, one of our biggest customer.

Doug Cooper -- Beacon Security -- Analyst

OK. Is there an update on, I guess, entry into other provinces? In particular, I'm thinking Quebec, the next biggest province between Ontario, Quebec, BC, and Alberta is pretty much the places you want to be. Is there an update on Quebec?

Michael DeGiglio -- Chief Executive Officer

I mean, honestly, Quebec remains a challenge for us. It's a priority, but it remains a challenge that's all I can say. At this point, we're looking at many different -- trying to understand it, and I won't go any deeper than that. But it's a large market, and we haven't been able to penetrate that.

But the good news is we're looking at the Yukon as an expansion this year. So no, but seriously -- yes, I think -- I mean, BC is starting to roll out more stores. And God knows that's per capita, that's highest consumption, but the illicit trade is still pretty big on the West Coast, and I think that's a growth opportunity for us as well.


Next question comes from Aaron Grey with Alliance Global Partners.

Aaron Grey -- Alliance Global Partners -- Analyst

Hey. Good morning and thanks for the question. Nice trends on the adult-use side. So quick question for me is going to be on some of the habits that you're seeing from the provincial buyers and kind of how they're looking to kind of maintain their own inventory levels, what you've kind of seen as they kind of refine inventory that keeps on shelf and their replenishment? And secondly, given how you're expecting to see more and more stores open up in Ontario, just I was curious as to how you look to align yourself with potentially the new retail stores and kind of making sure you're in the right place in terms of shelf space as these new stores are opening up so that you can kind of maintain, if not gain, your market share throughout the year?Thanks.

Michael DeGiglio -- Chief Executive Officer

Well, first of all, let me just say that I really have a lot -- incredible amount of respect for these provincial operations and the management team there. I mean this is a whole new, brand-new industry. And you have to give them so much credit, along with Health Canada, to be able to gear up an industry in really such a short amount of time with a product that is very personal in its usage as a CPG product. So the fact that there's lumpiness and shortage of supply, I mean, no one should comment on what they're doing and how they're doing it.

And I think you have to give them the breadth in a year, two, three to get it going because it's a whole new industry. That said, that is the case, and our team is working with -- directly with the buyers there. In today's world, up in Canada, all of it is over the phone and Zoom, you don't have that interaction. But I think that one of the reasons without going deep into what we feel -- very confident in ramping up, doubling our capacity with Delta 2, we wouldn't be doing that if we didn't feel that the input from the provincial governments wasn't solid, giving us the confidence to go forward.

And so that's why we're gearing up our production anticipation. As I said on the phone, Ontario is going to triple the amount of stores virtually this year. So if you have a SKU that's been going well, our pricing is also tied to the illicit market. And we believe that's a winning formula and actually, I think it's proven out to be so.

Aaron Grey -- Alliance Global Partners -- Analyst

OK. Great. Thanks for that. And then just a quick second question for me.

You guys now have a couple of quarters with 2.0 sales. You guys are now selling gummies as well. Flower store remains dominant for the market as well for you guys. Would love to get your take in terms of what are your expectations in terms of product core max -- mix over the next 12 to 18 months for the Canadian market and how you continue to position yourselves.


Michael DeGiglio -- Chief Executive Officer

Well, there's a lot of competition in the 2.0 market like flower, we weren't first in. So -- and it's just been really gearing up at the end of this year. I think the team has done a great job of rolling out a number of derivative products, including gummies. I think they're unmatchable, the product we have.

And this -- so but there is competition, and others have been there. And it may not have the swiftness of our flower penetration. But we keep refining and honing. That is also coming in almost all in-house on being able to make those products all in-house, which will increase our margins going into mid-2021.

So I think we're on track for -- but I mean, the comment, and what percentage that would be, I think it's too early on. I really don't have that data at this point.


Next question comes from Andrew Partheniou with Stifel GMP.

Andrew Partheniou -- Stifel GMP -- Analyst

All right. Thanks for taking my question. And congrats on the great success in your cannabis business. Maybe just tying back to a continuation of questions on production and your Delta 2 expansion, could you give an indication of where you guys are at right now in terms of your production with Delta 3 and your sales? You guys mentioned that you are running out of some the SKUs at certain points.

I mean, are you guys capacity-constrained? And this is one of these reasons why you guys are thinking about expanding or doubling your production with Delta 2 or is it really more driven by guidance from provincial governments and the expansion on the stores that you touched on earlier? Just a little bit more color there would be this helpful in light of the overproduction of the market.

Michael DeGiglio -- Chief Executive Officer

It's all of the above, Andrew, because we curtailed the -- just going back to summer of 2020, I mean, we took a very conservative approach in 2020 and cut back on our production, and that's the beauty of how we designed our assets. We can go from 16 major grow rooms down to right, down to four, down to zero and ramp it back up very quickly. We're now doing five and a half cycles per year. So as you know, ramping up a facility, as I said in the call, is a huge undertaking.

And I think it's fair to say that many have come to realize just how hard that is. And so you really have to get ahead of it. So we have to project the capacity we're going to need in 2022 and into 2023. And that is a combination of looking at the market dynamics, looking at how these historicals, our penetration rate, our market share, looking at the movement from the illicit trade, as I mentioned, to $3.6 billion.

That's way up from the end of '19. So we anticipate there'll be more cannibalization some of the illicit trade. The input from the provincial governments plus our innovation and SKUs we have coming on, we're very focused on some incredible new SKUs coming up. Potency rules at the end of the day, that's what we're shooting for.

So if we waited till -- we are just about at full. If you look at our inventories versus our competition, I would venture to say we're at the very low end of our inventory levels compared to everybody else, which means it's working. So yes, so we believe coming into the second half of this year, and we're going to need more capacity. And even though we've allocated half the greenhouse now, half in 2022, we can move that forward a month, back a month once we get the cultivation license now or our expanded cultivation license.

That's what we need. And then we have a lot of flexibility how we prepare. But at the end of the day, we do not want to not deliver this to our customers when they want our products. So we have to be ready and taking that approach.

Andrew Partheniou -- Stifel GMP -- Analyst

Thanks for the additional color. And just touching on your recent financings, could you give maybe an order of priority on what you're looking at in order for use of proceeds? You mentioned the U.S. is a huge focus. Are you looking at the CBD or maybe the THC market? Any more color there on international expansion or use of proceeds would be useful.

Michael DeGiglio -- Chief Executive Officer

Yes. I'm not going to give too much color on the U.S. The regulatory climate changes daily. It's very political, the state side, federal side.

Again, being on NASDAQ and TSX gives us the greatest restrictions of all. Steve has worked very closely with the exchanges to what they can -- what they're expecting tied to any federal legislation, be it a modification of the STATES Act and Moore's Act and whatnot. So obviously, under the cannabis umbrella, there is CBD, there is normal THC, as we say. And we just want to be very clear on the move we make that, again, outside of Texas.

Texas goes, we go. So keeping that in mind, we're looking at probably deploying some capital to international markets, where we think we can leverage up this -- all we've accomplished in Canada and our 30 years experience, and be ready for those markets to open up and I think more to come on that.


Next question comes from Scott Fortune with ROTH Capital Partners.

Scott Fortune -- ROTH Capital Partners -- Analyst

Good morning and thanks for the questions. Real quick. Just kind of want to get a sense for the wholesale opportunity kind of longer term as you look at it. And then was wholesale affected a little bit by the outdoor growth that came on board in fourth quarter? Just kind of frame this as you look at the wholesale opportunity.

Are you in discussions with other LPs looking to offset some of their high-cost production to you guys longer term? Just kind of step us through. I know it's going to be very variable from that standpoint, but kind of the [Inaudible]

Michael DeGiglio -- Chief Executive Officer

It's hard to really -- it's hard to comment on that, Scott. So don't really want to talk about that per se with respect to our customers because if we're selling somebody under a non-branded or wholesale side, they're our customer. And we want to respect the fact that they are a customer, whether a competitor or not. Our decisions go deeper in how we do things.

One example of -- that I can tell you is we're focused on the operational side. And gearing up, I think it gets underplayed in the industry. As a vertically integrated company, the cultivation side gets sort of underplayed of how hard that is to ramp up. And to the extent that we don't want to be growing anything we can't sell, that's a mutual benefit for us.

So -- but we don't control the wholesale market per se. And we have some of these companies that are doing very innovative things that we consider part of our non-branded strategy, and that we want to support those companies as a light-asset model. And then you have other LPs. But if another LP wants to work with us, we're not opposed to doing that.

Steve Ruffini -- Chief Financial Officer

And, Scott, it's Steve. We have -- we've seen no competition from outdoor growth, zero. Haven't had any issues.

Scott Fortune -- ROTH Capital Partners -- Analyst

OK. I appreciate the color. And then can you call out a little bit more on the provinces? Obviously, Ontario has come on board with more stores. You see BC a little bit.

But as you look in 2021, kind of the provinces that can come on and add to growth for you from that standpoint?

Michael DeGiglio -- Chief Executive Officer

Not really. I think as soon as the lockdown -- I think we probably want to reserve that for when things ease up as far as the pandemic lockdown. I mean, Ontario, I've been told, is probably going to have another tightening up. And although we said in our comments that we're pretty happy with the flow of 2020, it has to be affecting people purchases in store and going out, so we don't control that.

And of course, if approaching the summer if things open up across Canada, I think that's only going to improve things. And I think you'll see some concern and lumpiness in the first, second quarter for companies in Canada, and that certainly attributes to it in our opinion.


Next question comes from Eric Des Lauriers with Craig-Hallum Capital.

Eric Des Lauriers -- Craig-Hallum Capital Group -- Analyst

Great. Thanks for taking my question and congrats on a strong year and a strong quarter.

Michael DeGiglio -- Chief Executive Officer

Thanks, Eric.

Eric Des Lauriers -- Craig-Hallum Capital Group -- Analyst

So at this point, I think your leadership in the Canadian market is undisputed, whether it's cost, brand, market share, profitability. And you guys have clear optionality in the U.S. with nearly 6 million square feet of greenhouses in Texas. Yet this is probably obvious to everyone on this call, you somewhat inexplicitly trade at a steep discount to peers.

I'd imagine that at this point, any of your competitors would love to acquire or merge with you. But I also definitely respect that you guys don't want or need to take on anyone else's issues. Can you just talk a little bit of the M&A environment in Canada and your appetite for M&A, whether as an acquirer or a target?

Michael DeGiglio -- Chief Executive Officer

Well, I think that's pretty clear. And thank you for the opening remarks, Eric. That's certainly is really appreciated, acknowledging that. So really, if it's in Canada and working with the leadership of Pure Sunfarms, I mean, our appetite would be tied to innovation, IP, things that can really resonate and then enhance our brand and our company going forward to the degree that we get calls every day for production assets, and we're not interested.

We have built many mega projects in 30 years, and we've learned a lot from that. And we don't really need to be in multiple provincial areas to really produce large quantity, very -- we have -- in one footprint, we have a scale, as I mentioned, that could do 30 -- north of 30% of the Canadian capacity for the whole country. And managing one footprint of this high scale is where you want to be. In fact, probably we'll see that model in other countries in the future without going further.

So if some production asset comes in a different jurisdiction, different climate, different labor philosophies, proximity to the market, and it doesn't necessarily -- it's not something we want. So to look at any M&A activity on the production side, so it's not just resonating for us. As far as brand goes, one good question, is they really a brand yet? And I mean we are branded guys, we believe in the brand. But I think the U.S.

-- the Canadian market is just really about market share and cannibalization of the illicit trade. And brands will come. But I don't see anyone out there leading that far in a brand that then would be attractive to us. So I think we'll let Pure Sunfarms loose, and they are loose, keep this going the way they're going and reserve our capital for M&A activities probably in other countries.

Eric Des Lauriers -- Craig-Hallum Capital Group -- Analyst

OK. That makes sense. And it's -- that's great color. I appreciate that.

I'm going to try one more on the U.S. cannabis opportunity. I know that you guys are -- don't want to tip your hand here much. But as you look beyond Texas, what are your thoughts on M&A versus sort of organic license applications within the U.S.? And are you guys more focused on -- I guess as you look at markets beyond Texas, are you focused more on regulatory structure, i.e., sort of limited license versus unlimited or are you more focused on geographic locations, sort of building out a regional footprint? Just any additional color there would be helpful.

Michael DeGiglio -- Chief Executive Officer

Well, I could tell you this, that our U.S. philosophy is more where it's going to be, where is the puck going to be, so to speak. The Bobby Orr philosophy of where is it going to be, and that's where we want to be. And we don't necessarily believe that the current model, whether it's limited state -- limited license, single state, multistate, in the end, we don't believe that having 42 production facilities among 40 states is the way to do it.

We believe that upon full federal legalization, that there will be in a state commerce and the model of large scale, low cost will prevail. And that we can't stop into state commerce in the United States regardless of what some governors believe. Yes, it will be that -- it will take time. It will be a fight.

There will always be pockets like there was in alcohol. But ultimately, that's the model. So we have to be careful when we look at an entry point on the valuations of these companies because this is a lot of their investment, we believe, will be sunk cost with no return. And so that's what we're evaluating, and the valuations are pretty sky-high right now, not on CBD, but also on normal THC.

So how is that for color?


Your last question comes from Adam Buckham with Scotiabank.

Adam Buckham -- Scotiabank -- Analyst

Good morning, Mike and Steve. Thanks for taking my question. There've been some comments in the market about Mexico's progression toward rec cannabis and how that might benefit VFF, given its network and partnerships in the country. Are you able to provide any color on that market along with seeing the company's interest in it?

Michael DeGiglio -- Chief Executive Officer

Yes. I mean, so Mexico was sort of on our front burner, went to our back burner and sort of back on the second burner. We have very solid contracts. We've been operating there in almost 30 years.

And in working with our contacts, we wanted to sit back and take a back seat. We're never going to get emotionally caught up that we have to be first in as opposed to having the right model there. Mexico clearly needs -- we need to see the separation of medicinal versus recreational, and I'm not sure we want to be opening up a store in Acapulco. The medicinal side is interesting and there are some companies that are interesting to us that may make their way in there that can utilize support and help.

So it's sort of back on the secondary burner, but we're taking our time.

Adam Buckham -- Scotiabank -- Analyst

OK. Great. That's great color. Then my second question is just more of a -- for modeling purposes.

I just want to touch on the produce business. I think Steve alluded to a few issues that impacted margins in the quarter. We're now almost at the end of Q1, are there headwinds still there from a margin perspective? And then maybe at a high level, can you walk us through how some of your partner growers are providing a benefit to margins for the business?

Michael DeGiglio -- Chief Executive Officer

Yes. I mean, look, we -- in my tenure, which is pretty long, I -- up till this brown rugose virus that has become a global pandemic and [Audio gap] Well, it's not funny but when we have the coronavirus, we shook our heads in here and said, "Every day, we're battling a tomato virus that has really started out at Jordan and Israel, so 5 years ago, and it's all over the world today, and everybody is suffering from it within the tomato industry." And we're battling that, but there's just no cure for it, and the seed companies are working aggressively to build in resistance, and they will get there. But in the meantime, that's been an impact. And probably the greatest impact for us and that is the most uncontrollable is dealing with that specific virus more so than the market conditions because our pricing will get affected.

If one of our facilities is growing high-value specialty products, and then they have a hit and more of our commodity products are surviving, then it drags down our average pricing. So it's something we're battling. And in our partners in Mexico and Canada got the viruses everywhere as well. We have issues with the border as far as importation.

So there's a lot going on, a lot of noise there, but it will work it out. I've seen it before. But yes, so our partners provide us with consistent margins because for the most part, the cost of production for high-value produce crops in Mexico and in Canada are lower than the United States. And this is the way things are going in the United States is only going to get more costlier, and that is a concern.

So I think our model of shifting this certain U.S. assets to cannabis in the future is a good opportunity for us and work closer with our partners in other countries.


And at this time, I will turn the call over to the presenters.

Michael DeGiglio -- Chief Executive Officer

Well, thank you again. It's the end of a great year, 2020. We think it's a great year. We've made a lot of progress.

We're excited that we've proven out our original model in Canada and hope to leverage that up in other places. And we certainly thank all of our shareholders -- our institution of shareholders [Inaudible] So thank you all, and look forward to reporting first quarter in May. Thank you.


[Operator signoff]

Duration: 66 minutes

Call participants:

Michael DeGiglio -- Chief Executive Officer

Steve Ruffini -- Chief Financial Officer

Rahul Sarugaser -- Raymond James -- Analyst

Doug Cooper -- Beacon Security -- Analyst

Aaron Grey -- Alliance Global Partners -- Analyst

Andrew Partheniou -- Stifel GMP -- Analyst

Scott Fortune -- ROTH Capital Partners -- Analyst

Eric Des Lauriers -- Craig-Hallum Capital Group -- Analyst

Adam Buckham -- Scotiabank -- Analyst

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