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Company Simultaneously Announces Transformative Transaction to Privatize Certain Fresh Produce Segment Assets and Focus Resources on Global Cannabis Growth Opportunities
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- Canadian Cannabis Delivers Strongest EBITDA Performance in 3 Years; Maintains Top 3 Market Share Nationally Despite Reduction in Lower-Margin Branded Sales
- Canadian Cannabis Net Income and Adjusted EBITDA Increased 258% and 64% Year-over-Year
- International Medical Export Cannabis Sales Increased 285% Year-Over-Year
- Commenced Cannabis Sales in Netherlands, the Company’s First European Recreational Market
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VANCOUVER, British Columbia, May 12, 2025 (GLOBE NEWSWIRE) — Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) today reported its financial results for the first quarter ended March 31, 2025. All figures are in U.S. dollars unless otherwise indicated.
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The Company simultaneously announced in a separate news release that is has entered into a definitive agreement with a newly-formed holding company (“Vanguard Food LP” or “Vanguard”) backed by private investment firms including Sweat Equities to privatize certain assets and operations of its Fresh Produce division. The transaction will create a new, privately held joint venture with Village Farms as a minority investor, simultaneously enabling the Company to focus on its growing global cannabis business and repositioning its fresh produce business to flourish independently with new strategic capital partners.
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Village Farms is expected to receive $40 million in cash proceeds, as well as a 37.9% equity ownership interest in Vanguard upon closing of the transaction, which is expected to occur during the second quarter of 2025.
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Management Commentary
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President and Chief Executive Officer Michael A. DeGiglio commented, “Today’s announcements reflect a transformative change for Village Farms which we believe will unlock tremendous long-term value for both our cannabis and produce businesses. Our ownership interest in Vanguard improves upside potential for our legacy produce business, with experienced industry partners who have created significant value for shareholders in the past and are committed to executing a roll-up strategy of other produce assets. It also allows our proven cannabis teams to focus on growing our global cannabis business, while maintaining substantial future expansion potential to continue building our reputation as one of the largest and most respected scaled cultivators and marketers of cannabis on the planet.”
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“Our first quarter results demonstrate success in our strategy to drive more profitable sales in Canadian Cannabis, with our strongest quarter of adjusted EBITDA performance in three years and another quarter of healthy cash flow from operations. Sales of higher margin medical exports from Canada grew 285% year-over-year, contributing to gross margin expansion in Canadian Cannabis to 36% and placing us firmly on track to meet our stated target of tripling international export sales in 2025. We are maintaining a top market share position in Canada despite our reduction in lower-margin branded sales, and feel confident in our ability to drive operating leverage through the business as our international revenues continue to increase.”
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“The first quarter also saw the initial contribution of our first European recreational cannabis sales through our Leli Holland subsidiary in the Netherlands, where sales began in late February. Our Phase I operations are now fully ramped, and we are feeling very confident about the quality of our products and position in this new marketplace. We are continuing to introduce new products into the market and expect to complete our Phase II facility in Groningen in Q1 2026. The completion of our Phase II facility is expected to quintuple our annual production capacity, and given the more favorable margin profile of our Netherlands recreational sales, we believe this will position us to drive a very strong year of profitable growth in 2026.”
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First Quarter 2025 Financial Highlights
(All comparable periods are for the first quarter of 2024 unless otherwise stated)
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Consolidated Results
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- Consolidated performance was impacted by a $4.3 million incremental accounting charge related to increased cost of sales in Fresh Produce due to the impact of dust storms that occurred at Texas facilities in March and April, negatively impacting the overall crop yield from greenhouses for the crop ending in June 2025;
- Consolidated sales were $77.1 million compared with $78.1 million;
- Consolidated net loss was ($6.7 million), or ($0.06) per share compared to ($2.9 million), or ($0.3) per share;
- Consolidated adjusted EBITDA (a non-GAAP measure) was $0.1 million compared with $3.6 million; and
- Consolidated cash flow from operations was ($6.4 million) compared with ($50,000).
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Canadian Cannabis
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- Net sales were $34.8 million (C$50.0 million) compared with $37.4 million (C$50.5 million), with the decrease in US dollars almost entirely due to currency exchange fluctuations;
- Retail branded sales decreased 20%, international medical export sales increased 285%, non-branded (wholesale) sales increased 3% (in Canadian dollars);
- Gross margin increased to 36% compared with 25% (in Canadian dollars), with the increase due primarily to higher international medicinal export sales, as well as stronger profitability of non-branded sales;
- Net income increased 258% to $3.0 million (C$4.3 million) from $0.8 million (C$1.1 million);
- Adjusted EBITDA increased 64% to $6.7 million (C$9.6 million) from $4.1 million (C$5.5 million); and
- Cash flow from operations was $3.2 million (C$4.6 million) compared with $4.4 million (C$5.9 million).
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U.S. Cannabis (Balanced Health Botanicals)
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- Net sales were $3.9 million compared with $4.5 million;
- Gross margin was 66% compared with 59%;
- Net income was $58,000 compared with a net loss of ($0.7 million) with the improvement driven by stronger gross margin and more efficient marketing and brand spend; and
- Adjusted EBITDA was $0.1 million compared with ($0.6 million).
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Netherlands Cannabis (Leli Holland)
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Leli Holland commenced sales during the first quarter of 2025. Leli Holland was not operational during the comparable quarter of 2024. As a result, comparative financial performance to the prior-year quarter is not meaningful.
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- Net sales were $0.5 million;
- Net loss was $0.2 million; and
- Adjusted EBITDA was $0.1 million.
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Village Farms Fresh (Produce)
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- Sales increased 4% to $37.4 million from $36.1 million, with the increase driven by an increase in volume from supply partners, offset by lower average selling prices as compared to the prior-year quarter;
- Gross margin was impacted by an incremental accounting charge of $4.3 million due to dust storms that occurred in March and April 2025 and negatively impacted the overall crop from its greenhouses, driving a negative gross margin of ($4.2 million).
- Net loss was ($7.8 million) compared with a net income of $0.1 million, with the variance driven by the negative impact of the dust storms that occurred in March and April 2025; and
- Adjusted EBITDA was ($5.1 million) compared with $2.0 million.
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Strategic Growth and Operational Highlights
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Canadian Cannabis
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- Maintained top three overall market share in Canada1 and number one position in dried flower during the first quarter despite reductions in sales of lower-margin branded products;
- Returned to the high end of its targeted gross margin range of 30-40% and delivered its highest quarter of adjusted EBITDA performance in three years;
- Subsequent to quarter end, refinanced its syndicated Canadian Cannabis Term Loans, consolidating its three previous loans into one credit facility with two of its existing lenders. The new Canadian cannabis credit facility carries a variable interest rate below 8.0 percent, reflecting a 50 basis point improvement to the previous interest rate, as well as improved financial covenants and a maturity date of February 7, 2028, replacing its previous credit facilities maturing on February 7, 2026.
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1. For the first quarter of 2025. Based on estimated retail sales from HiFyre, other third parties and provincial boards.
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International Medical Cannabis Exports (Reported Within Canadian Cannabis)
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- International sales increased 285% year-over-year in the first quarter with continued growth in shipment volumes to Australia, Germany and the United Kingdom;
- Continue to hold leading cultivars in the German market through third-party distributors1;
- During the first quarter, expanded international medical cannabis distribution to New Zealand through a supply agreement with Medleaf Therapeutics, an established New Zealand-based medical cannabis company with a comprehensive distribution network; and
- The Company continues to expect that international medical export sales will triple in fiscal year 2025, as compared to fiscal year 2024.
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1. Based on rankings compiled by German outlet Flowzz.
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Netherlands Cannabis (Leli Holland)
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- Commenced sales to Dutch coffeeshops in February 2025, consistent with its previously-disclosed timeline; and,
- Broke ground on a Phase II indoor cultivation facility in the town of Groningen. The Phase II facility is expected to be completed in Q1 2026 and to quintuple annual production capacity.
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U.S. Cannabis
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- Balanced Health Botanicals’ CBDistillery™ announced that its full range of hemp-derived gummies are now manufactured in-house at its GMP-certified facility south of Denver, Colorado. Internalization of manufacturing is expected to enable greater innovation, operational flexibility, and inventory control in the future; and,
- The Company’s application for a Texas medicinal marijuana license remains pending review by the Department of Public Services. If awarded, the Company plans to work with its listing authority to structure an acceptable ownership structure and comply with all applicable regulatory requirements.
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VF Fresh (Produce)
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- Subsequent to quarter end, announced a transformative transaction to privatize certain assets and operations of its Fresh Produce segment. Under the terms of the agreement, the Company will privatize Produce segment operations, including its Marfa II and Fort Davis greenhouses, and all of its produce distribution centers, through a series of asset and lease transfers, for total consideration of $40 million and a 37.9% equity ownership interest in Vanguard Food LP, a new, private-equity-backed joint venture with private investment firms including Sweat Equities.
- Vanguard is expected to be backstopped by additional capital commitments to execute a M&A roll-up strategy of other produce brands and assets in North America. The transaction is expected to close during the second quarter of 2025.
- Village Farms will retain ownership of all its Canadian greenhouse assets, and Texas-based Marfa I and Monahans greenhouse assets for potential future cannabis market optionality.
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Corporate
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- Appointed Yvonne Trupiano, who has led human resources functions for public and private companies across various industries and sizes, mostly at Fortune 500 global companies, as Executive Vice President and Global Chief Human Resources Officer;
- Subsequent to quarter end, the Nasdaq approved the Company’s request for a 180-calendar day extension (the “Extension”) to regain compliance with the minimum closing bid price of US$1.00 per share listing requirement (NASDAQ Listing Rule 5550(a)(2). As a result of the Extension, the Company now has until October 13, 2025 to regain compliance with the Minimum Bid Requirement;
- Subsequent to quarter end, the Company amended its loan with Farm Credit Canada (“FCC Loan”) to among other things, replace the fixed charge ratio covenant with a more favorable liquidity coverage ratio covenant. This amendment was a result of the Company’s considerable expansion and growth of Village Farms’ business since entering into the original credit agreement in 2013, as well a recognition of the Company’s stronger strategic focus on its growing cannabis business.
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Canadian Cannabis Performance Summary
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(millions except % metrics) | Three Months Ended March 31, | ||||||||||||||||||||
2025 | 2024 | ||||||||||||||||||||
CAD $ | USD $ | CAD $ | USD $ | Change of CAD $ | |||||||||||||||||
Total Net Sales | $ | 50.0 | $ | 34.8 | $ | 50.5 | $ | 37.4 | -1% | ||||||||||||
Total Cost of Sales | $ | 32.1 | $ | 22.4 | $ | 37.7 | $ | 27.9 | -15% | ||||||||||||
Gross Profit | $ | 17.9 | $ | 12.4 | $ | 12.8 | $ | 9.5 | 40% | ||||||||||||
Gross Margin % | 36 | % | 36 | % | 25 | % | 26 | % | 41% | ||||||||||||
SG&A | $ | 12.6 | $ | 8.8 | $ | 10.4 | $ | 7.7 | 21% | ||||||||||||
Net income | $ | 4.3 | $ | 3.0 | $ | 1.1 | $ | 0.8 | 291% | ||||||||||||
Adjusted EBITDA (1) | $ | 9.6 | $ | 6.7 | $ | 5.5 | $ | 4.1 | 75% | ||||||||||||
Adjusted EBITDA Margin (1) | 19 | % | 19 | % | 11 | % | 11 | % | 76% | ||||||||||||
Cash flow from Operations | $ | 4.6 | $ | 3.2 | $ | 6.1 | $ | 4.4 | -25% |
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Canadian Cannabis’ Composition of Sales by Channel
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(millions except % metrics) | Three Months Ended March 31, | ||||||||||||||||
2025 | 2024 | ||||||||||||||||
CAD $ | USD $ | CAD $ | USD $ | Change of CAD $ | |||||||||||||
Retail Branded Sales | $ | 52.7 | $ | 36.7 | $ | 65.8 | $ | 48.7 | -20% | ||||||||
Non-Branded Sales | 9.0 | 6.3 | 8.7 | 6.5 | 3% | ||||||||||||
International Sales | 7.7 | 5.4 | 2.0 | 1.5 | 285% | ||||||||||||
Other | 0.6 | 0.4 | 0.6 | 0.4 | 0% | ||||||||||||
Less: Excise Taxes | (20.0 | ) | (13.9 | ) | (26.6 | ) | (19.7 | ) | -25% | ||||||||
Net Sales | $ | 50.0 | $ | 34.8 | $ | 50.5 | $ | 37.4 | -1% |
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Presentation of Financial Results
The Company’s financial statements for the three months ended March 31, 2025, as well as the comparative periods for 2024, have been prepared and presented under United States Generally Accepted Accounting Principles (“GAAP”).
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RESULTS OF OPERATIONS
(In thousands of U.S. dollars, except per share amounts, and unless otherwise noted)
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Three Months Ended March 31, | |||||||
2025 | 2024 | ||||||
Sales | $ | 77,074 | $ | 78,077 | |||
Cost of sales | (65,734 | ) | (62,564 | ) | |||
Gross profit | 11,340 | 15,513 | |||||
Selling, general and administrative expenses | (16,779 | ) | (16,387 | ) | |||
Interest expense | (706 | ) | (917 | ) | |||
Interest income | 75 | 206 | |||||
Foreign exchange loss | (84 | ) | (878 | ) | |||
Other income | 22 | 104 | |||||
Loss before taxes | (6,132 | ) | (2,359 | ) | |||
Provision for income taxes | (983 | ) | (320 | ) | |||
Loss including non-controlling interests | (7,115 | ) | (2,679 | ) | |||
Less: net loss (income) attributable to non-controlling interests, net of tax | 412 | (173 | ) | ||||
Net loss attributable to Village Farms International Inc. shareholders | $ | (6,703 | ) | $ | (2,852 | ) | |
Adjusted EBITDA (1) | $ | 81 | $ | 3,591 | |||
Basic loss per share | $ | (0.06 | ) | $ | (0.03 | ) | |
Diluted loss per share | $ | (0.06 | ) | $ | (0.03 | ) |
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(1) Adjusted EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by GAAP. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Management believes that Adjusted EBITDA is a useful supplemental measure in evaluating the performance of the Company because it excludes non-recurring and other items that do not reflect our business performance. Adjusted EBITDA includes the Company’s 70% interest in Rose LifeScience through March 31, 2024, 80% interest in Rose LifeScience beginning on April 1, 2024, 85% interest in Leli through September 22, 2024, and our 100% interest in Leli beginning on September 23, 2024.
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We caution that our results of operations for the three months ended March 31, 2025, and 2024 may not be indicative of our future performance.
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SEGMENTED RESULTS OF OPERATIONS
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(In thousands of U.S. dollars, except per share amounts, and unless otherwise noted)
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For The Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||
VF Fresh (Produce) | Cannabis Canada | Cannabis U.S. | Clean Energy | Netherlands Cannabis | Corporate | Total | |||||||||||||||||||||
Sales | $ | 37,421 | $ | 34,837 | $ | 3,904 | $ | 426 | $ | 486 | $ | — | $ | 77,074 | |||||||||||||
Cost of sales | (41,703 | ) | (22,362 | ) | (1,311 | ) | (73 | ) | (285 | ) | — | (65,734 | ) | ||||||||||||||
Selling, general and administrative expenses | (2,875 | ) | (8,762 | ) | (2,535 | ) | (28 | ) | (439 | ) | (2,140 | ) | (16,779 | ) | |||||||||||||
Other (expense) income, net | (531 | ) | (202 | ) | — | — | — | 40 | (693 | ) | |||||||||||||||||
Operating (loss) income | (7,688 | ) | 3,511 | 58 | 325 | (238 | ) | (2,100 | ) | (6,132 | ) | ||||||||||||||||
Provision for income taxes | (69 | ) | (891 | ) | — | — | (4 | ) | (19 | ) | (983 | ) | |||||||||||||||
(Loss) income from consolidated entities | (7,757 | ) | 2,620 | 58 | 325 | (242 | ) | (2,119 | ) | (7,115 | ) | ||||||||||||||||
Less: net loss attributable to non-controlling interests, net of tax | — | 412 | — | — | — | — | 412 | ||||||||||||||||||||
Net (loss) income | $ | (7,757 | ) | $ | 3,032 | $ | 58 | $ | 325 | $ | (242 | ) | $ | (2,119 | ) | $ | (6,703 | ) | |||||||||
Adjusted EBITDA (1) | $ | (5,122 | ) | $ | 6,698 | $ | 114 | $ | 325 | $ | 77 | $ | (2,011 | ) | $ | 81 | |||||||||||
Basic (loss) income per share | $ | (0.07 | ) | $ | 0.03 | $ | 0.00 | $ | 0.00 | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.06 | ) | |||||||||
Diluted (loss) income per share | $ | (0.07 | ) | $ | 0.03 | $ | 0.00 | $ | 0.00 | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.06 | ) | |||||||||
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For The Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||
VF Fresh (Produce) | Canadian Cannabis | U.S. Cannabis | Clean Energy | Netherlands Cannabis | Corporate | Total | |||||||||||||||||||||
Sales | $ | 36,094 | $ | 37,446 | $ | 4,537 | $ | — | $ | — | $ | — | $ | 78,077 | |||||||||||||
Cost of sales | (32,784 | ) | (27,938 | ) | (1,842 | ) | — | — | — | (62,564 | ) | ||||||||||||||||
Selling, general and administrative expenses | (2,693 | ) | (7,704 | ) | (3,406 | ) | (20 | ) | (363 | ) | (2,201 | ) | (16,387 | ) | |||||||||||||
Other expense, net | (503 | ) | (401 | ) | — | — | — | (581 | ) | (1,485 | ) | ||||||||||||||||
Operating income (loss) | 114 | 1,403 | (711 | ) | (20 | ) | (363 | ) | (2,782 | ) | (2,359 | ) | |||||||||||||||
(Provision for) recovery of income taxes | — | (329 | ) | — | — | — | 9 | (320 | ) | ||||||||||||||||||
Income (loss) from consolidated entities | 114 | 1,074 | (711 | ) | (20 | ) | (363 | ) | (2,773 | ) | (2,679 | ) | |||||||||||||||
Less: net (income) loss attributable to non-controlling interests, net of tax | — | (227 | ) | — | — | 54 | — | (173 | ) | ||||||||||||||||||
Net income (loss) | $ | 114 | $ | 847 | $ | (711 | ) | $ | (20 | ) | $ | (309 | ) | $ | (2,773 | ) | $ | (2,852 | ) | ||||||||
Adjusted EBITDA (1) | $ | 2,028 | $ | 4,073 | $ | (615 | ) | $ | (20 | ) | $ | (42 | ) | $ | (1,833 | ) | $ | 3,591 | |||||||||
Basic income (loss) per share | $ | 0.00 | $ | 0.01 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.03 | ) | ||||||||
Diluted income (loss) per share | $ | 0.00 | $ | 0.01 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.03 | ) |
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(1) Adjusted EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by GAAP. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Management believes that Adjusted EBITDA is a useful supplemental measure in evaluating the performance of the Company because it excludes non-recurring and other items that do not reflect our business performance. Adjusted EBITDA includes the Company’s 70% interest in Rose LifeScience through March 31, 2024, 80% interest in Rose LifeScience beginning on April 1, 2024, 85% interest in Leli through September 22, 2024, and our 100% interest in Leli beginning on September 23, 2024.
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A detailed discussion of our consolidated and segment results can be found in the 10Q MD&A on the Village Farms website under Financial Reports (https://villagefarms.com/financial-reports/) within the Investors section.
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Reconciliation of Net Income to Adjusted EBITDA
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The following tables reflects a reconciliation of net income to Adjusted EBITDA, as presented by the Company:
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For The Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||
(in thousands of U.S. dollars) | VF Fresh (Produce) | Canadian Cannabis | U.S. Cannabis | Clean Energy | Netherlands Cannabis | Corporate | Total | ||||||||||||||||||||
Net (loss) income | $ | (7,757 | ) | $ | 3,032 | $ | 58 | $ | 325 | $ | (242 | ) | $ | (2,119 | ) | $ | (6,703 | ) | |||||||||
Add: | — | — | — | — | — | — | |||||||||||||||||||||
Amortization and depreciation | 1,991 | 2,574 | 49 | — | 315 | 44 | 4,973 | ||||||||||||||||||||
Foreign currency exchange gain (loss) | 48 | (51 | ) | — | — | — | (15 | ) | (18 | ) | |||||||||||||||||
Interest expense, net | 514 | 141 | — | — | — | (24 | ) | 631 | |||||||||||||||||||
Provision for income taxes | 69 | 891 | — | — | 4 | 19 | 983 | ||||||||||||||||||||
Share-based compensation | 13 | 41 | 7 | — | — | 84 | 145 | ||||||||||||||||||||
Adjustments attributable to non-controlling interest | — | 70 | — | — | — | — | 70 | ||||||||||||||||||||
Adjusted EBITDA (1) | $ | (5,122 | ) | $ | 6,698 | $ | 114 | $ | 325 | $ | 77 | $ | (2,011 | ) | $ | 81 |
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For The Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||
(in thousands of U.S. dollars) | VF Fresh (Produce) | Canadian Cannabis | U.S. Cannabis | Clean Energy | Netherlands Cannabis | Corporate | Total | ||||||||||||||||||||
Net income (loss) | $ | 114 | $ | 847 | $ | (711 | ) | $ | (20 | ) | $ | (309 | ) | $ | (2,773 | ) | $ | (2,852 | ) | ||||||||
Add: | — | — | — | — | — | — | |||||||||||||||||||||
Amortization and depreciation | 1,334 | 2,796 | 54 | — | 314 | 60 | 4,558 | ||||||||||||||||||||
Foreign currency exchange gain | 9 | 31 | — | — | — | 735 | 775 | ||||||||||||||||||||
Interest expense (income), net | 571 | 294 | — | — | — | (154 | ) | 711 | |||||||||||||||||||
Provision for (recovery of) income taxes | — | 329 | — | — | — | (9 | ) | 320 | |||||||||||||||||||
Share-based compensation | — | 55 | 42 | — | — | 308 | 405 | ||||||||||||||||||||
Deferred financing fees | — | 10 | — | — | — | — | 10 | ||||||||||||||||||||
Other expenses | — | (35 | ) | — | — | — | — | (35 | ) | ||||||||||||||||||
Adjustments attributable to non-controlling interest | — | (254 | ) | — | — | (47 | ) | — | (301 | ) | |||||||||||||||||
Adjusted EBITDA (1) | $ | 2,028 | $ | 4,073 | $ | (615 | ) | $ | (20 | ) | $ | (42 | ) | $ | (1,833 | ) | $ | 3,591 |
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(1) Adjusted EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by GAAP. Therefore, Adjusted EBITDA presented for these segments may not be comparable to similar measures presented by other issuers. Management believes that Adjusted EBITDA is a useful supplemental measure in evaluating the performance of the Company because it excludes non-recurring and other items that do not reflect the underlying business performance of the Company.
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This press release is intended to be read in conjunction with the Company’s Consolidated Financial Statements (“Financial Statements”) and Management’s Discussion & Analysis (“MD&A”) for the three months ended March 31, 2025 in the Company Form 10-Q, which will be filed on (www.sec.gov/edgar) and SEDAR (www.sedar.com) and will be available at www.villagefarms.com.
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Conference Call & Webcast
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Village Farms’ management team will host a conference call to discuss its first quarter 2025 financial results tomorrow, Tuesday, May 13, 2025, at 8:30 a.m. ET. Participants can access the conference call via a webcast at Village Farms First Quarter 2025 Conference Call Webcast or on the Company website at Village Farms – Events. Participants wanting to access the conference call by telephone must register in advance at Village Farms First Quarter 2025 Conference Call Registration to receive telephone dial-in information.