Village Farms International, Inc.

Good morning, ladies and gentlemen. Welcome to Village Farms International's fourth quarter and year-end 2025 financial results conference call. This morning, Village Farms issued a news release reporting its financial results for the fourth quarter and year-end of December 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 completion of the 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 security filings with the SEC and Canadian regulators, including its Form 10-K MD&A for the year ended December 31, 2025, which will be available on EDGAR and CDAR+. These forward-looking statements are made as of today's date and except 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, Liz. Good morning, everyone, and thank you for joining us. With me today are Steve Ruffini, our Chief Financial Officer, Anne Gilliland-Lefevre, our Chief Operating Officer, and Sam Gibbons, our Senior Vice President of Corporate Affairs. So I'm very excited to report our 2025 results, and I'll begin with a review of highlights for the full year in the fourth quarter. Then I'll turn the call over to Steve for a review of the financials before some last closing remarks. Our fourth quarter results again delivered strong profitability, gross margin, and cash flow from operations, which contributed to record levels of performance for each of these metrics in fiscal year 2025. It was also a year that reflected the accumulation of many years of hard work and long-term strategic planning that has prepared us to capitalize on many of the catalysts that are now unlocking value for our stakeholders. Not only did we deliver record profitability and cash flow generation in 2025, but we did so with step function growth across several key metrics compared to 2024. We grew our global cannabis sales by 17% year-over-year with just a partial year of contributions from our expanding Netherlands business. And international export sales increased more than six-fold as we continue to benefit from our leadership position as one of the world's largest EU GMP-certified cannabis operators. This resulted in record consolidated performance, including net income from continuing operations of $21 million, or 19 cents per share, a $49 million improvement compared to the prior year, adjusted EBITDA from continuing operations of $50 million, another improvement of $48 million. and cash flow from continuing operations of $58 million, an improvement of $44 million compared to 2024. Our full-year performance is the result of solid execution against our long-term plan and a strategy focused on improving margin performance, profitability, and cash generation to enable additional growth investments across our platform. Those of you who followed us the longest know that we started with a crawl, walk, run approach to scaling out cannabis business. And that's always been our view, that we don't need to be first mover advantage to build durable, defensible business models in our plant-based consumer goods. But what we do need is vision, patience, discipline, and excellence in asset development, operations, and commercial activities coupled with world-class people capable of leading us forward. We believe we've demonstrated all of these qualities since we expanded cannabis in 2018, and particularly in 2025. Since 2018, we've taken a methodical approach to scaling our capacity and capabilities in Canada, including early recognition of the potential power of EU GMP certification, which we began pursuing nearly six years ago. We've now been EU GMP certified for over four years, and international customers are increasingly seeking our products as more stringent regulations abroad have been restricting routes to market of other operators who can't meet our production and quality standards. The recent financial contribution from our Netherlands business, we're also making years in the making. We acquired our Netherlands license five years ago, and have been very patient and prudent with respect to commercializing our operations and aligning our commencement of sales with the launch of the pilot program last April. We've modeled our business in the Netherlands to ensure return our investment in under a four year timeline and our performance in 2025 clearly demonstrates Village Farms strong stewardship of capital on behalf of our shareholders with positive net income for the year after only three-quarters of revenue performance. And finally, our transaction this past May to privatize our legacy produce business also reflected many years of hard work and preparation to achieve confidence that our cannabis business was ready to stand on its own and to structure transactions that enabled us to retain the attractive long-term optionality that we see for our portfolio of advanced greenhouse assets in Canada and Texas. All of these important developments began unlocking value for our stakeholders in 2025 and provide more evidence of the success of our initial crawl, walk, run approach to scaling our operations. And now we believe we're ready to run as one of the world's largest and most respected scaled cannabis operators. Before I continue discussion on the fourth quarter, I'd like to again take an opportunity to acknowledge all our folks who are enabling our success. It truly does take a village, and our people raised the bar considerably last year. Congratulations to all our team members around the world on a tremendous year. Now turning to the fourth quarter, which demonstrates our third consecutive quarter of positive consolidated net income from continuing operations, adjusted EBITDA, and cash flow from operations.

Ladies and gentlemen, please stand by.

Okay, apologies. Apologies, we lost connection. I'm not quite sure where we lost it, so I will back up a couple, 30 seconds or so. And I apologize if I'm repeating certain things that were transmitted. Talking about the Netherlands, a recent financial contribution from the Netherlands business were many years in the making. We acquired the Netherlands license five years ago and have been very patient and prudent with respect to commercializing our operations and aligning our commencement of sales with the launch of our pilot program last April. We've modeled our business in the Netherlands to ensure a return on our investment under a four-year timeline, and our performance in 2025 clearly demonstrates Village Farms' strong stewardship of the capital on behalf of our shareholders. with positive net income for the year after only three quarters. And finally, our transition this past May to privatize our legacy produce business also reflected many years of hard work and preparation to achieve confidence that our cannabis business was ready to stand on its own and to secure a transaction that enabled us to retain the attractive long-term optionality that we see for our portfolio of advanced greenhouse assets in Canada and Texas. All of these important developments began unlocking value for our stakeholders in 2025 and provide more evidence of the success of our initial crawl, walk, run approach to scaling our operations. And now we believe we're ready to run as one of the world's largest and most respected scaled cannabis operators. Before I continue to discuss the fourth quarter, I'd like to again take an opportunity to acknowledge all our folks who are enabling our success. It truly does take a village, and our people raised the bar considerably last year. Congratulations to all our team members around the world on a tremendous year. Now turning to the fourth quarter, which demonstrated our third consecutive quarter of positive consolidated net income from continuing operations, adjusted EBITDA and cash flow from operations, and further evidence of our progress to become consistently and sustainably profitable for the long term. We saw year-over-year growth in net sales of 9%, just shy of $50 million, net income from operations of $2.3 million, adjusted EBITDA of $8.6 million, and operating cash flow of $11.4 million. Our Canadian cannabis sales once again led the way, where we continue to maintain a top five overall market share position, and as of the end of last month, continue to hold the number one position in dried flower. Q4 sales grew 10% year-over-year, driven by a nearly 400% increase in international export sales. Retail branded sales were flat compared to Q4 last year, but with improved gross margins year-over-year reflecting our success in shifting the business in Canada towards high margin products throughout the course of the year. Gross margin performance in Canada, 43%, was once again above our 30 to 40% target range from the fourth consecutive quarter and up meaningfully from Q4 last year. All of this translated to significant year-over-year improvements in profitability resulting in 7.5 million Canadian dollars in net income and adjusted EBITDA of 14.3 million Canadian, which is roughly 27% of sales, and cash flow from operations increased to $21.5 million. Before I move on to discuss progress of our ongoing capacity expansion projects, I'd like to take some time to address some of the sequential variances in our fourth quarter results as compared to our record third quarter. We're thrilled to deliver record results every quarter, and frankly, we had demand from our customers to do so once again in Q4. However, near-term supply constraints are temporarily holding us back And as some of you may be aware, the flow of cannabis in the province of British Columbia was impacted by a labor strike in Q4, which we estimate reduced our Q4 sales by approximately $2.5 million. As we noted in this morning's earnings release, our demand levels continue to meaningfully outpace our current supply capabilities. As some of you may recall, From our Q4 call last year, we entered 2025 with the leanest inventory position in more than five years. And for those of you who may be newer to our story, our Canadian cannabis business does experience seasonality due to variances in our growing climate throughout the course of the year. We typically experience sequential declines in production and revenue during the fourth quarter, unless we've had new capacity come online. which tends to result in higher costs sequentially as compared to our third quarter. We also entered the fourth quarter after back-to-back quarters of record performance in which we continue to sell all the cannabis we produce. In addition to the nuances of inventory levels, seasonality, and our temporary supply constraints, the nature of our international export sales has introduced an extra layer of potential variability in quarterly performance due to the timing of shipments, and both the size of order flows and profitability of these sales. And we did have some international orders from Germany that we expected to ship in late Q4 and that got delayed to Q1. While we're operating with temporary supply constraints as we balance the increasing complex needs of our diverse customer base, importantly, the underlying fundamentals of our business remain very strong with continued strength of demand domestically in Canada and in our other international markets, which will enable us to continue to drive profitable growth in 2026 and beyond. As we noted in this morning's earning call, we are expecting to return to sequential growth in international exports in Q1 and continue to expect that we'll begin shipping to multiple new jurisdictions over the course of the next several months. Biomass constraints are a proverbial good problem to have in our circumstances, and it's one we're well down the road of addressing with ongoing capacity expansion projects. I'll now turn to some updates on these initiatives in Canada and the Netherlands. I'm pleased to report that our previously announced expansion of our Delta II facility remains on track and on budget. We actually began planting the first half of this expansion on March 2nd, and expect to start seeing early contributions of this additional capacity in late Q2. We expect to harvest an incremental 15 metric tons of production from this expansion during the remainder of this year while we continue optimizing the second half of the expansion. Once we're operating at full capacity by mid-27, the D2 expansion will provide an incremental 40 metric tons of annual production compared to fiscal year 2025, which represents an increase of approximately 33%. In the Netherlands, our phase one facility in Drockton continues to operate at full capacity with healthy growth margins, even at limited scale, and we are also continuing to sell everything we produce. We are leveraging our experience in Canada to lead new product innovations and recently launched 10 new product offerings across multiple formats that are unique to this market. We are continuing to see strong pricing with participating coffee shops and believe we're well positioned to capture market share in premium product categories as our new phase two capacity comes online. I will note that Q4 profitability in the Netherlands was impacted by increased operating expenses as we've recently been adding headcount to prepare for the launch of our phase two facility in Kroningen, which I'm pleased to report is nearing completion and also remains on time and on budget. We anticipate our first grow rooms in phase two facility will be printed towards the end of this month with full capacity completion expected in Q2 as we put the finishing touches on some post-harvest and processing capabilities. The chronogen facility will ramp up to full capacity throughout the remainder of this year, at which point our total annual production capacity in the Netherlands will be approximately 10 metric tons. For comparative purposes, we harvested just under two tons from Drockton in fiscal year 25. Our capacity expansion products coming online in Canada and the Netherlands will allow us to continue scaling profitably and increasing demand, and we believe the strength of our balance sheet will enable us to be opportunistic with respect to additional creative organic and acquisitive growth investments in the future. We funded the majority of our ongoing Canadian and Netherlands expansions from cash on hand but we did recently amend and extend our Canadian credit facility with an incremental $15 million delayed draw term loan at an interest rate of just over 5%. We intend to utilize this incremental debt financing to make additional enhancements to our existing operations, beginning with an incremental $3 million investment to expand our EU GMP capabilities throughout the remainder of this year. We ended the year with approximately $86 million in cash after completing a $3 million share repurchase during the fourth quarter, and we remain in an excellent position to continue creating value for shareholders and driving profitable growth in 2026 and beyond. So I'll close the call with some final thoughts on priorities for 26, but now I'll turn the call over to Steve for his review of Q4 financials. Steve.

Thanks, Mike. As a reminder, as of May 30th, the majority of our legacy produce assets were privatized and are now classified as discontinued operations. Reported financial results for comparative prior periods have been adjusted accordingly. I'll start with the review of our consolidated Q4 results and a reminder that comparable performance to the fourth quarter of last year reflects the impacts of a $10.5 million non-cash impairment charge during Q4 of 2024 related to non-flower inventory purchased primarily from third parties that we determined did not meet our quality standards. Consolidated net sales increased 9% to $49.6 million, driven by growth in our Canadian cannabis segment as well as the third full quarter of contributions of recreational cannabis sales from our phase one facility in the Netherlands. Net income from continuing operations improved to 2.3 million, or two cents per share, compared with a net loss of 5.7 million, or four cents per share, in Q4 of last year. Consolidated adjusted EBITDA from continuing operations was 8.6 million, compared to negative 2.9 million in Q4 of last year, resulting in an adjusted e-file margin of 17.3% in the quarter, compared with a negative 6.4% in Q4 of last year, which was driven by the non-cash inventory impairment I just referenced. Our cash flow from operations improved to $11.4 million, compared to $10.9 million in Q4 of last year. Turning now to our segmented results, I will start with Canadian cannabis, which I will discuss in Canadian dollars. Total net sales were 52.7 million for a 10% increase versus Q4 of last year. The year-on-year improvement was driven by the strong performance in our international medicinal exports, which increased 384% over Q4 of last year. For the year, Canadian cannabis net sales were up 12% to a record 228 million. Canadian retail branded sales for the fourth quarter were $55.6 million, essentially flat with the fourth quarter of last year and reflects both the realignment of our product portfolio to higher margin SKUs as well as biomass constraints. As Mike noted, our retail branded sales in Q4 were impacted by a labor strike in BC, which we estimate negatively impacted our revenues by $2.5 million. Canadian cannabis gross margin was 43% up from 3% in Q4 of last year, which was impacted by the inventory impairment, reflecting a higher proportion of higher margin international export sales, as well as our focus on higher margin SKUs in a retail branded channel in Canada. This drove a full year gross margin of 44%, with both the fourth quarter and full year 2025 above the high end of our target range of 30 to 40%. SG&A at the percentage of sales was 22%, down from 28% last year as we continue to drive efficiencies throughout our Canadian cannabis operations. Q4 adjusted EBITDA from continuing operations for Canadian cannabis improved to $14.3 million from negative $9.1 million in Q4 of last year, resulting in an adjusted EBITDA margin of 27%. For the full year, adjusted EBITDA increased nearly $58 million to $67 million for an adjusted EBITDA margin of 29%. Q4 cash flow from operations increased $24.8 million to $21.5 million. For the full year, cash flow from operations increased $61.4 million to $77.5 million. Finally, as we do each quarter, I will point out that in Q4, we paid Canadian excise taxes on a retail branded sales of $21.5 million, nearly 40% of retail branded sales and almost double our SG&A costs. I'd also like to discuss our Canadian income tax situation, which will impact our cash flow from operations in 2026. In 2025, we accrued Canadian income taxes of $16 million, which was paid as required in February 28th of this year. In prior years, we did not pay income tax due to carryover tax losses, all of which have now been utilized. I'll note that we are the only major Canadian cannabis LP in this position, which is a testament to the strength of our operating capabilities and strong stewardship of capital on behalf of our shareholders and a sign of a sustainable long-term profitable business platform. Turning now to our recreational cannabis business in the Netherlands. Q4 saw our third full quarter of sales from our Netherlands operations. Sales were 3.3 million with an adjusted EBITDA of 700,000 which as Mike noted includes a sequential increase in operating expenses compared to Q3 as we begun to ramp up staffing to support the launch of our Phase II facility. We continue to expect our Phase II facility to drive a substantial increase in revenue and EBITDA performance in the Netherlands during the second half of this year. Turning now to our U.S. cannabis business, Q4 sales of $3.4 million continue to reflect the impact of various state actions and the ongoing proliferation of unregulated hemp products. Gross margin was down slightly year-over-year at 60%, resulting in a small negative adjust to EBITDA for the quarter. In our continuing produce operations, sales of 4.9 million were 21% lower than Q4 last year, reflecting the impacts of softer year-on-year pricing, as well as the sales commission paid to our newly privatized produce business. In previous years, we were the exclusive sales agent for our produce, as well as for others. Net loss from continuing produce operations was $1.6 million with adjusted EBITDA of negative $462,000. As a reminder, our produce operations moving forward will reflect contributions from our Delta I greenhouse, as well as operating costs of our Monahans facility in Texas, which remained idle at this time. Our last tomato crop from the Delta II greenhouse was pulled in November to begin the conversion to cannabis. Turning to consolidated cash flows and the balance sheet. Total cash flow from operations is $11.4 million for the fourth quarter, bringing the total for the year to $58.1 million. We ended Q4 with cash of approximately $86 million, which includes restricted cash of $5 million, putting us in a strong net cash position of $53 million. Our total debt at the end of Q4 was $34 million, and we remain very comfortable with our debt levels, inclusive of the incremental $15 million Canadian delayed draw term loan, that Mike mentioned earlier, of which we've drawn $5 million. Finally, we have been active with our share repurchase program that our board approved at the end of September. As a reminder, the program provides for the purchase of up to just under 5.1 million common shares for 5% of our issued and outstanding shares as of the date of the announcement. During Q4, we purchased just under 813,000 shares at an aggregate cost of $3 million. And we have continued the program activity into Q1 of 2026 with the repurchase of roughly 1.1 million shares at an aggregate cost of 3.7 million. Our management team and board continue to believe this reflects a prudent and balanced approach to capital allocation to drive returns to our shareholders, and we expect to remain active in this regard in the near term. I will now turn the call back to Mike for some closing comments.

Thanks, Steve. So in closing, 2025 was a watershed year for Village Farms as we steadily and successfully executed on our strategy to scale our global cannabis platform, generating not just record results, but a step function transformation in profitability and cash generation. Our performance in 2025 set a new baseline as we realized the benefits our investments in capacity to continue transition demand growth into long-term sustainable growth in earnings and cash flow, and we are continuing to benefit from multiple catalysts and unlocking value for our stakeholders. Our focus remains on execution, but we are looking to the remainder of this year with a growth-oriented mindset. We are investing behind our proven teams with enhancement to our operating facilities, and we expect to maintain a balanced approach to capital allocation to deliver value for our shareholders. We are continuing to capitalize on the opportunity to enhance shareholder value through our ongoing share repurchase program. We are also giving prudent consideration to incremental growth, accretive, organic, and acquisition growth investments. Our expanding global platform, combined with our strong balance sheet, industry-leading cost of capital, An incredibly talented global team, we believe we're well positioned for continued success in 2026 and beyond. With that, Liz, we're now ready to open the call for questions.

If you'd like to ask a question at this time, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Our first question comes from Frederico Gomez with ATB Capital Markets.

Hi, Mornin. Thanks for taking my questions. My first question is regarding your share purchases. I guess from a capital allocation standpoint, what does that tell investors in regards to how you view your current valuation and the trajectory of the business, as well as the opportunities you see for maybe additional investments in the business and M&A? Thank you.

Well, the business always comes first, but we were very confident in the cash generation that we just reported and going forward. So we felt the amount of share we purchased that was approved by a board of 10 million is not going to meaningfully impact running the business or any opportunities we see for both internal investment or growth. So we've taken a balanced approach. We are always concerned with shareholder value. And at the time and currently, we thought it was prudent. So we have no necessarily plans at this point for more once this goes, but we'll reevaluate it as we execute going forward.

Thank you, Mike. Appreciate that.

And then my second question is on Germany. So we saw, I guess, a sequential decline in import volumes in Q4 for that market. according to the data from there. So I think that was impacted by some issues in Portugal and maybe the quota permits. But in terms of the growth and the demand coming from that market, should investors be worried about growth there or are you continuing to see that increasing and import volumes there increasing for that market? Thank you.

Good morning, Fred. It's Anne. Thanks for the question. So you're right, the official stats are that German imports fell 4%, and Canadian imports were down 11%. And you're right that there was regulatory uncertainty, and we think that that caused pharmacies, distributors, and importers to lower their inventories. But we are seeing that those concerns have since abated, and we expect a return to growth in Q1. Also, notably, we had, and as Mike noted, we had some orders in Q4 that got delayed to Q1. And just to give you context, if those hadn't been pushed, our performance in Q4 in Germany would have outperformed the market's performance. So just a caution that, you know, the nature of the export market means that there's going to be variability. But we are continuing to experience increasing demand as regulators in Germany have now started to apply more stringent restrictions on the quality and routes to market. And frankly, that's where our model shines.

Great. Thank you very much. I'll hold back the queue.

Thanks, Fred. Our next question comes from Aaron Gray with Alliance Global Partners.

Hi, good morning, and thank you very much for the questions here, and thanks for the commentary there, Anne, in terms of quantifying some of the shipment order delays. I wanted to kind of carry on from that in terms of, you know, some of the capacity constraints that you touched on and some of the near-term variability. You know, we understand the appeal of prioritizing international markets for the incremental capacity that we expect to come online with Delta 2 ramping up, but just wanted to get some further call in terms of how you look to utilize that capacity for international versus Canada? You know, it's still fair to say that predominantly most of that will be for international. And could you talk about the lens of how you're looking to maybe see Canadian market share aspirations as you might be utilizing more than incremental capacity for international? Thank you.

Well, Aaron, first, let me just clarify. I mean, Canada's first and foremost, that's our initial market where, We're balancing all the time the demand we have from international and meeting our commitments in Canada. And I think we're doing a very good job of that, but it could have some variability month to month. But that's why we're making tremendous investments in additional capacity. And keep in mind that there's no stopping capacity in our footprint in Canada with current assets. So that's what we are measuring all the time. But I would not say international is a priority over Canada.

Erin, just a couple of things to add. We did regain our number one flower share position in January, and we expect that to be something you'll continue to see in 2026. We had several significant restocks during Q4 and new launches in Q4, which are starting to show up in Q1. And then with respect to our three primary brands, Pure Sun Farms brand grew a share of dried flower for 12 consecutive months in 2025, and that was a sequential growth. It also, our Fraser Valley brand grew a share of dried flower consecutively between January and September. That short-term supply constraint did kick in for that brand in October, but it recovered by December. And then finally, in our convenience category, we've had a very successful launch of Super Toast Liquid Diamonds 510 Bates in Q4. And the team is constantly posting updates on the success of that basis point by basis point in market share.

Yeah, and one final point is for Canada and international with current assets, we have the capability of more than doubling our 2027 forecast where I mentioned the 40 additional metric tons in 2027.

Okay, thanks, Mike, man. That's a really helpful color in terms of how you're looking to prioritize both markets there.

Second question for me, just kind of going back to some of the Village Farms grassroots, you know, talking about, you know, cultivation costs. I know you stopped disclosing costs per gram. a while back, but it'd be great to get some color in terms of initiatives that you have to further lower the cost of production, potentially leveraging innovation that exists in the broader produce segments, like I know you've spoken to in the past, and then also potentially touching on expected savings from leveraging costs with the second half of Delta II facility coming online. Thanks.

Well, we're not going to get into the specifics, obviously, but we continue to improve our costs, let's just say that, and we're very pleased with continuing reduction in cost. So when I touched on my comment, you have to look at the cost really over a full year. There is some seasonality, low light, higher light, so on and so forth. But on an annual basis, we continue to drive those costs lower, just like Steve mentioned on SG&A as well. So in fact, I would say it's exceeding the target of cost improvement in the company today.

Okay, great. Appreciate the call. I'll jump back in the queue.

That concludes today's question and answer session. I'd like to turn the call back to Mr. DiGiulio for closing remarks.

Okay. I want to thank everyone for joining us today. It was a great year in 2025. And we look forward that it would just be a short amount of time before we be reporting our first quarter and look forward to that day in early May. Thank you, operator.

This concludes today's conference call. Thank you for participating. You may now disconnect.