Village Farms International, Inc.

Good morning, ladies and gentlemen. Welcome to Village Farm International's first quarter 2025 financial results conference call. Yesterday, Village Farms issued a news release reporting its financial results for the first quarter ended March 31st, 2025. 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 this call. Details of how to access the replays are available in today'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 securities filings with the SEC and Canadian regulations, including its Form 10-K and MDNA for the year ended December 31st, 2024, and the 10-Q for the quarter ended March 31st, 2025, which will be available on EDGAR and CDAR. Plus, these forward-looking statements are made as of today's date, except for as required by applicable securities law. We undertake no obligation to publicly update or revise any such statements. I would now like to turn the call over to Michael DiGilio, Chief Executive Officer of Village Farms International. Please go ahead, Mr. DiGilio.

Thank you, Jonathan, and good morning, and thank you for joining us today. With me today are Steve Ruffini, our Chief Financial Officer, and Dylan Lefevre, our Chief Operating Officer. Patty Smith, our Corporate Controller, and Sam Gibbons, our Senior Vice President of Corporate Affairs. Before we get into the details of our Q1 results, I'd like to spend a few minutes discussing our announcement yesterday that we have signed a definitive agreement to execute a transformative transaction for our company. Under that agreement, we will privatize the majority of our fresh produce division into a new joint venture backed by private investment firms including sweat equities, to be called Vanguard Foods LP. We will retain a 37.9% ownership interest in Vanguard and receive $40 million in cash proceeds. We believe this transaction will unlock tremendous long-term value for both our cannabis and produce businesses and allow each of them to flourish independently. This transaction will drastically improve the upside potential of for our 36-year legacy in the produce business as a private company with committed, experienced industry partners who have created significant value for their shareholders in the past. We are extremely excited about this joint venture and to partner with Charlie Sweat from Sweat Equities to transform the trajectory of our produce business and create a premier branded CPG Foods company supporting healthy lifestyles and sustainable farming practices. For those of you who are less familiar with the produce industry, Charlie Sweat completely revolutionized the organic salad category during his tenure at Earthbound Farms, an organic produce company that he grew from 10 million to over 540 million in revenues during his 15-year tenure before selling the business for $600 million. Charlie knows our industry inside and out, and together we see tremendous potential to build a new private produce company that will provide a wider array of products for our customers and complete effectively with our largest competitors in the marketplace. Vanguard is a holding company and will become part of the new parent of our fresh division. Our fresh division will serve as the cornerstone of Vanguard's commercial operations and growth strategy. and Vanguard will be backstopped by additional capital support from our private equity partners to execute a roll-up strategy of other leading produce brands and assets in North America. Under the terms of the agreement, we will contribute our Texas-based 40-acre Marfa II and our 40-acre Fort Davis facility, all of our fresh produce-related intellectual property, except for the Village Farms name, and transfer all of our produce distribution facilities, employees, and operational control of these facilities to Vanguard. I will represent Village Farms' interest on Vanguard's board and initially serve as interim CEO. Village Farms CFO Steve Ruffini will also be appointed to Vanguard's board. We will retain full ownership of all our Canadian greenhouse assets at Delta British Columbia as well as our Marfa One and Permian Basin monohance facility for future cannabis market optionality. These assets represent an incremental near 5 million square feet of future expansion potential for cannabis, providing a clear runway to expand cannabis cultivation by more than 220% compared to our operational capacity today through our own greenhouse assets. In addition to drastically improving the long-term upside potential of our produce business, this split of produce and cannabis business acknowledges the strength of our cannabis business as one of the largest and most respected scaled cultivators and marketers of cannabis on the planet. This success grew from the lessons learned and expertise shared from our 36 years in controlled environmental agriculture, which we carefully applied to the launch of the cannabis business some eight years ago now. Now is the time to focus on executing our global cannabis growth strategy and invest our improved cash flow to continue supporting this growth while ensuring that we maintain substantial future expansion potential as markets continue opening up to cannabis. By privatizing one-third of our greenhouse assets and operations, we've generated $40 million in cash created a greater upside potential for our ownership interest in the produce industry. We committed private equity partners, significantly improved the forward visibility into our financial performance, and transformed our company into one of the most attractive platforms for revenue growth and margin expansion across the global cannabis industry. For comparative purposes, our market cap was less than $80 million as of the market close yesterday. We expect this transaction to close during the second quarter, at which time we plan to provide the investment community with additional details surrounding our pro forma financial performance and outlook. Now let's move to a summary of our Q1 performance, which reflects an excellent start in 2025 of our pro forma operations. Canadian cannabis had one of the strongest quarters over the last three years, as we continue to successfully execute on our strategy to leverage our experience and leadership in Canada into other international markets as we remain focused on profitability. Importantly, our focus on prioritizing more profitable sales over competing for low margin business to drive volume is reflected meaningful in our results. Higher margin medical export sales from Canada for Q1 grew 285% year over year as the business continues to gain momentum. We continue to benefit from the addition of our fifth market, New Zealand, as well as continued growth in existing markets in Germany, the UK, and Australia, placing us firmly on track to achieve our stated goal of at least tripling our medical export sales this year. Lower retail branded sales in Q1 were expected and also reflect our focus on improving profitability. Specifically, our conscious decision to move away from lower-tier categories that don't align with the quality of our flour and longer-term global strategic objectives. We also continue to be optimistic about our wholesale channel in Canada, again with a focus on profitability. While sales have been relatively steady for the last four quarters, gross margin on those sales for Q1 was up dramatically compared to Q1 of last year. As we discussed on last quarter's call, we felt we were entering 2025 with a very healthy inventory position, which would enable our teams to focus on quality and profitability, and we are seeing the impact meaningfully in Q1 results, and we expect this trend to continue. All of this contributed to the expansion of our gross margin for Canadian cannabis from 25% in Q1 of last year, to 36% in line with our targeted range of 30% to 40% gross margin. And given the more favorable margin profile of our international medical sales, we anticipate that we'll be able to sustain this range for the foreseeable future. These favorable impacts drove strong increases in adjusted EBITDA and net income of 75% and 291%, respectively, to $9.6 million and $4.3 million in Canadian dollars with another quarter of positive cash flow from operations. Q1 also marked the first quarter of revenue contribution from our Lely Holland subsidiary in the Netherlands, which you will now see broken out as a separate segment in our reporting financials. Sales of nearly a half a million dollars reflected approximately one month of revenue Importantly, pricing, which is very attractive relative to Canada, continues to be in line with our expectations. Adjusted EBITDA was essentially break-even with just one month of revenue. We are now well underway on construction of Phase 2 of our Netherlands operation, a brand-new state-of-the-art indoor facility in the town of Grokenden. This facility, which we expect will be completed in Q1 of next year, will quadruple our annual production capacity. Given the more favorable margin profile of our Netherlands recreational sales, the completion of our Phase II facility is expected to enable us to drive a strong year of profitable growth in 2026. In summary, we feel very good about our start to the fiscal year of 2025. We are seeing our prioritization of more profitable sales reflected in our financial results across our cannabis business. with continued momentum in international export sales and Lely Holland. Our joint venture for Fresh Produce will afford us greater focus and resources to execute our global cannabis strategy and enable us to generate stronger cash flows to continue to fuel that growth, all while retaining a meaningful ownership position in what we believe is a very attractive opportunity to realize significant long-term value with the support of outstanding private equity partners. So this concludes my prepared remarks, and I'll now turn the call over to Steve to review the financials before I make some last closing comments. Steve? Thanks, Mike.

I'll start with the review of our consolidated results. We appreciate the substantive nature of the Vanguard transaction we'll have on our financial results, and after closing, we will provide pro forma results for the full year 2024 and the first quarter of 2025. As our Canadian produce assets do not generate much operational activity due to seasonality in Q1, while not official, one could eliminate the BF Fresh column in our reported segmented results and ascertain the substantive nature improvement in our reported results. Consolidated revenues, US dollars, 77 million, were roughly in line with our prior year first quarter revenues of 78 million. The slight decrease of 1% is due to lower Canadian cannabis revenues, which were negatively impacted by a stronger U.S. dollar in Q125 versus Q2024. Our net loss of $6.7 million, or $0.06 per share, was lower than our prior year first quarter loss of $2.9 million, or $0.03 per share, solely due to our weaker year-on-year performance in BF Rush. Our VF Fresh and consolidated results were negatively impacted by a 4.3 million incremental non-cash accounting charge to our VF Fresh cost of sales due to the impact of dust storms that occurred at our Texas facilities in March and April. Our actual cultivation costs were in line with our budget and prior year expenditures. As a reminder, our tomato crops are annual crops, and we harvest them once a year. In our Texas greenhouse, that crop season runs from September to June. As we produce and sell tomatoes, we charge the estimated full crop cost against the sale of crops from each facility. The collective damage of these dust storms puts tremendous stress on our plants, and we lost a good portion of our expected full crop yield, which requires us to take an incremental charge to our cost of sales to catch up our full crop costs through March 31st. based on our latest crop forecast. The dust storms were a first for village farms and had a significant impact at our Fort Davis facility, resulting in a 31% increase in our cost per pound from just that one facility. This obviously had a disappointing impact on our first quarter performance. Consolidated EBITDA was essentially flat at 81,000 compared to 3.6 million in Q1 of last year. The decrease in our adjusted EBITDA was driven entirely by our fresh produce segment. Turning now to our cannabis businesses, I will start with Canadian cannabis, which I will discuss at Canadian dollars. I will add here that the change in the exchange rate compared to Q1 of last year did have an impact on reported results, which are reported in US dollars. Net sales were 50 million, which was roughly in line with Q1 last year, driven mainly by the strong growth in international sales. We benefited from the continued momentum in our international medicinal export sales, particularly in the German market, as we expanded our customer base as that market continues to grow, as well as adding new markets like New Zealand, resulting in the 285% increase in exports in Q1 last year. from last year. In fact, our international first quarter sales of 7.7 million were nearly as much as our entire 2024 international sales of 8.4 million. Non-branded sales were up 3% year over year to 9 million as we continue to be opportunistic where possible to align supply with demand. Notably, as Mike mentioned, at much higher margins. As a reminder that up until this quarter, For most of the past two years, we have been selling off lower margin SKUs and non-spec inventory at unfavorable margins to convert inventory to cash. Consistent with our focus on profitable growth, retail branded sales were 22% lower than Q1 last year at $32.7 million, with the decrease reflecting a shift away from value offerings, i.e. lower margin value brands with a stricter focus on higher margin branded sales as well as the international medicinal market. Canadian cannabis gross margin was 36% up from 25% in Q1 last year, well within our target range of 30 to 40% in demonstrating the positive result of our expanded medicinal export sales, as well as a focus on the higher margin business in Canada, as well as continued progress in realizing production efficiencies. SG&A expenses percentage of sales for Q1 was 25% compared to 21% in Q1 last year. The increase being primarily key account spends, which, while it is an SG&A cost, is tied to branded sales. Q1 adjusted EBITDA for Canadian cannabis was $9.6 million, whereas the percentage of net sales over 19%, up a very healthy 75% from Q1 of last year, due mainly to improved margins. Finally, as we do each quarter, I will highlight that in Q1, we paid excise taxes on retail branded sales of $20 million, another direct cost of branded sales, or nearly 40% of branded retail revenues, and more than double our SG&A. With the recent Canadian election behind us, we renew our call in favor of excise tax reform to support the many benefits of the sustainable, legal, domestic Canadian cannabis industry. This quarter also saw the initial contribution from our first international recreational cannabis sales through our Lille Holland operations in the Netherlands, which started partway through the quarter in late February. Sales were $485,000 and adjusted EBITDA was $77,000, reflecting an adjusted EBITDA margin of 15.8%. Not many startup operations have such nice margins. which is a testament to our ability to bring our cannabis knowledge and cultivation expertise into new markets. Turning to our U.S. cannabis business, although Q1 sales of 3.9 million continue to trend lower due to continuing state-level actions to deal with unregulated hemp products, which in some states has resulted in all intoxicating hemp-based products being banned, we continue to generate a healthy gross margin of 66%, and return this segment back to positive adjusted EBITDA. We believe we have stabilized this business segment even with the regulatory headwinds, and we're working on a number of initiatives to reinvigorate sales on our responsible GMP-produced natural hemp products as we await improved regulations with some states now requiring GMP standards, which is a welcome regulatory change as one of the few hemp-based GMP producers. Finally, Village Farms Clean Energy generated $300,000 in net income from royalty payments we received from our R&G partner, providing a healthy stream of incremental profits for the company. Turning to consolidated cash flows in the balance sheet, total cash flow from operations was negative $6.4 million in the first quarter, partially due to the timing of government payments, which will normalize over the full year. We ended Q1 with a cash $15 million and a working capital of $50 million. We remain comfortable with our net debt level of $19.3 million. When the Vanguard transaction closes, which will require us to at least pay off our operating produce line of $5 million, we will be in a net cash position. Total term debt at the end of Q1 was $34 million. Subsequent to quarter end, we amended our loan with Farm Credit Canada to improve financial covenants. These changes reflect the considerable expansion and growth of our business since entering into the original agreement in 2013. The FCC loan matures on May, 2027. We also refinance our three Canadian cannabis term loans, consolidating them into a single facility with two of our existing lenders with a 50 basis point decrease in the interest rate more attractive financial covenants, and a new maturity date of February 2028. In closing, we feel very good about our financial position and performance of our cannabis businesses and believe the new ownership structure of our fresh produce business will allow us to realize more meaningful long-term value creation as we focus more of our human capital and financial resources on our cannabis businesses. I will now turn the call back to Mike. Mike.