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Village Farms(VFF) - 2024 Q3 - Quarterly Report

Canadian Cannabis Segment Performance - Canadian Cannabis segment achieved the number one market share in Quebec and maintained the number one market share in Ontario[54] - Canadian Cannabis segment saw year-over-year increases in international medicinal sales to Australia, Germany, and the United Kingdom for Q3 and year-to-date 2024[54] - Canadian Cannabis segment launched Neon Lambo cultivar in Q4 2024 with strong reception and plans new category launches through Q4 2024 and Q1 2025[54] - Canadian Cannabis net sales increased by 27% to 36,463forthethreemonthsendedSeptember30,2024,comparedto36,463 for the three months ended September 30, 2024, compared to 28,810 in the same period in 2023, driven by an 18% increase in branded sales and a 66% increase in non-branded sales[75] - Canadian Cannabis net sales for the nine months ended September 30, 2024, increased by 40% to 114.654million,drivenbya30114.654 million, driven by a 30% increase in branded sales and a 128% increase in non-branded sales[89] - Canadian Cannabis gross margin decreased to 26% in Q3 2024 from 35% in Q3 2023, driven by unfavorable sales mix and higher non-branded sales[81] - Canadian Cannabis net income for Q3 2024 was 1.168 million, down from 2.863 million in Q3 2023, primarily due to higher tax provisions and increased SG&A expenses[83] - Adjusted EBITDA for Canadian Cannabis in Q3 2024 was 4.752 million, slightly up from 4.585millioninQ32023[84]AdjustedEBITDAforCanadianCannabisfortheninemonthsendedSeptember30,2024,was4.585 million in Q3 2023[84] - Adjusted EBITDA for Canadian Cannabis for the nine months ended September 30, 2024, was 13.643 million, compared to 13.273millioninthesameperiodin2023[92]InternationalsalesintheCanadianCannabissegmentincreasedby9413.273 million in the same period in 2023[92] - International sales in the Canadian Cannabis segment increased by 94% primarily due to higher sales to Germany, the United Kingdom, and Australia[75] - Canadian Cannabis excise duties increased by 37% to 57.193 million for the nine months ended September 30, 2024, due to higher branded sales volume[89] - No impairment indicators for Canadian Cannabis as of September 30, 2024 and September 30, 2023[129] U.S. Cannabis Segment Performance - U.S. Cannabis segment selected as one of 25 participants for the DEA's upcoming hearing on marijuana rescheduling, expected in January or February 2025[55] - U.S. Cannabis net sales for Q3 2024 decreased by 21% to 3.943million,primarilyduetonewCBDsalesrestrictionsandlowerdirecttoconsumersales[93]U.S.CannabisgrossprofitforQ32024was3.943 million, primarily due to new CBD sales restrictions and lower direct-to-consumer sales[93] - U.S. Cannabis gross profit for Q3 2024 was 2.500 million, with a gross margin of 63%, down from 3.185millionanda643.185 million and a 64% margin in Q3 2023[95] - U.S. Cannabis net sales for the nine months ended September 30, 2024 decreased by 2,489 (16%) to 12,777comparedto12,777 compared to 15,266 for the same period in 2023, primarily due to new restrictions on CBD sales in eight states and competition from unregulated hemp-derived products[98] - U.S. Cannabis gross profit for the nine months ended September 30, 2024 decreased by 2,157to2,157 to 7,824 (61% gross margin) compared to 9,981(659,981 (65% gross margin) in 2023, driven by lower sales and a shift in product mix[100] - U.S. Cannabis net loss for the nine months ended September 30, 2024 was (13,173), significantly higher than the net loss of (125)in2023,primarilyduetoa2024impairmentchargeof(125) in 2023, primarily due to a 2024 impairment charge of (11,939) and lower sales at a reduced gross margin[100] - The company recognized a goodwill and intangible asset impairment of 11,939intheU.S.Cannabissegmentduetorecenthistoricalperformanceandneartermforecasts[75]TheU.S.Cannabissegmentsfairvaluewasdeterminedusingadiscountedcashflowprojectionwithanaveragerevenuegrowthrateof611,939 in the U.S. Cannabis segment due to recent historical performance and near-term forecasts[75] - The U.S. Cannabis segment's fair value was determined using a discounted cash flow projection with an average revenue growth rate of 6% between 2025 to 2028[126] - The company's U.S. Cannabis segment faced challenges due to new restrictions on CBD sales in eight states and the proliferation of unregulated hemp-derived products[126] - Impairment charge to goodwill of 10,039 recorded due to fair value being lower than carrying amount as of June 30, 2024[128] - Impairment charge to brand intangible of 1,900allocatedduetofairvaluebeinglowerthancarryingvalueof1,900 allocated due to fair value being lower than carrying value of 1,900 as of June 30, 2024[128] VF Fresh (Produce) Segment Performance - VF Fresh (Produce) segment implemented new cultivation technologies, including artificial intelligence, to drive operational improvements[55] - VF Fresh sales for the three months ended September 30, 2024 increased by 7,058(207,058 (20%) to 42,770 compared to 35,712in2023,drivenbya2535,712 in 2023, driven by a 25% increase in pounds sold from Company-owned greenhouses and a 6% increase in volume from supply partners[102] - VF Fresh gross profit for the three months ended September 30, 2024 improved to 3,481 (8% gross margin) compared to 1,492(41,492 (4% gross margin) in 2023, due to increased pounds sold at a lower cost per pound[104] - VF Fresh net income for the three months ended September 30, 2024 was 376, a significant improvement from a net loss of (951)in2023,drivenbyhighersalesvolumeandstrongergrossmargins[106]VFFreshsalesfortheninemonthsendedSeptember30,2024increasedby951) in 2023, driven by higher sales volume and stronger gross margins[106] - VF Fresh sales for the nine months ended September 30, 2024 increased by 11,758 (10%) to 125,883comparedto125,883 compared to 114,125 in 2023, primarily due to a 12% increase in pounds sold and higher supply partner average selling prices[108] - VF Fresh gross profit for the nine months ended September 30, 2024 improved to 2,627(22,627 (2% gross margin) compared to a gross loss of (654) (-1% gross margin) in 2023, driven by increased sales and lower costs per pound[110] - VF Fresh net loss for the nine months ended September 30, 2024 was (7,810),comparedtoanetlossof(7,810), compared to a net loss of (4,268) in 2023, primarily due to the absence of a 5,584legalsettlementbenefitrecordedin2023[112]VillageFarmsCleanEnergySegmentPerformanceVillageFarmsCleanEnergysDeltaRNGProjectbeganoperationsinApril2024,contributingincrementalprofittothecompany[56]VillageFarmsCleanEnergyproducednetincomeof5,584 legal settlement benefit recorded in 2023[112] Village Farms Clean Energy Segment Performance - Village Farms Clean Energy's Delta RNG Project began operations in April 2024, contributing incremental profit to the company[56] - Village Farms Clean Energy produced net income of 0.3 million in Q3 2024 through royalty payments from its clean energy partner[56] Financial Performance Overview - Sales for the three months ended September 30, 2024 increased by 13,858(2013,858 (20%) to 83,368 compared to 69,510inthesameperiodin2023,drivenbygrowthinCanadianCannabisandVFFreshsales[66]GrossprofitforthethreemonthsendedSeptember30,2024increasedby69,510 in the same period in 2023, driven by growth in Canadian Cannabis and VF Fresh sales[66] - Gross profit for the three months ended September 30, 2024 increased by 1,087 (7%) to 15,708comparedto15,708 compared to 14,621 in the same period in 2023, primarily due to higher gross profit at VF Fresh[66] - Adjusted EBITDA for the three months ended September 30, 2024 improved to 5,302comparedto5,302 compared to 3,248 in the same period in 2023, driven by stronger performance from VF Fresh[70] - Sales for the nine months ended September 30, 2024 increased by 42,249(2042,249 (20%) to 253,627 compared to 211,378inthesameperiodin2023,drivenbygrowthinCanadianCannabisandVFFreshsales[70]GrossprofitfortheninemonthsendedSeptember30,2024increasedby211,378 in the same period in 2023, driven by growth in Canadian Cannabis and VF Fresh sales[70] - Gross profit for the nine months ended September 30, 2024 increased by 2,049 (5%) to 40,469comparedto40,469 compared to 38,420 in the same period in 2023, primarily due to higher gross profit at VF Fresh and Canadian Cannabis[70] - Adjusted EBITDA for the nine months ended September 30, 2024 decreased by 2,909to2,909 to 5,334 compared to 8,243inthesameperiodin2023,mainlyduetotheinclusionoftheToBRFVLegalSettlementin2023andhigherselling,general,andadministrativecostsin2024[72]InterestexpenseforthethreemonthsendedSeptember30,2024decreasedby8,243 in the same period in 2023, mainly due to the inclusion of the ToBRFV Legal Settlement in 2023 and higher selling, general, and administrative costs in 2024[72] - Interest expense for the three months ended September 30, 2024 decreased by 204 (21%) to 784comparedto784 compared to 988 in the same period in 2023, due to a decrease in the average outstanding debt balance[62] - Interest expense for the nine months ended September 30, 2024 decreased by 926(26926 (26%) to 2,606 compared to 3,532inthesameperiodin2023,duetoadecreaseintheaverageoutstandingdebtbalance[68]LossbeforetaxesforthethreemonthsendedSeptember30,2024decreasedby3,532 in the same period in 2023, due to a decrease in the average outstanding debt balance[68] - Loss before taxes for the three months ended September 30, 2024 decreased by 2,261 to 656comparedto656 compared to 2,917 in the same period in 2023, primarily due to improved gross margins and a foreign currency gain[65] - Loss before taxes for the nine months ended September 30, 2024 increased by 17,273(19117,273 (191%) to 26,313 compared to 9,040inthesameperiodin2023,primarilyduetoanimpairmentofgoodwillandintangibleassetsintheU.S.Cannabissegment[70]TotalsalesforthethreemonthsendedSeptember30,2024,were9,040 in the same period in 2023, primarily due to an impairment of goodwill and intangible assets in the U.S. Cannabis segment[70] - Total sales for the three months ended September 30, 2024, were 83,368, with Fresh Produce contributing 42,770,CannabisCanada42,770, Cannabis Canada 36,463, Cannabis U.S. 3,943,andCleanEnergy3,943, and Clean Energy 192[73] - Adjusted EBITDA for the three months ended September 30, 2024, was 5,302,withCannabisCanadacontributing5,302, with Cannabis Canada contributing 4,752, Fresh Produce 2,331,andCleanEnergy2,331, and Clean Energy 313[73] - Total sales for the nine months ended September 30, 2024, were 253,627,withFreshProducecontributing253,627, with Fresh Produce contributing 125,883, Cannabis Canada 114,654,CannabisU.S.114,654, Cannabis U.S. 12,777, and Clean Energy 313[75]AdjustedEBITDAfortheninemonthsendedSeptember30,2024,was313[75] - Adjusted EBITDA for the nine months ended September 30, 2024, was 5,334, with Cannabis Canada contributing 13,643,FreshProduce(13,643, Fresh Produce (1,991), and Clean Energy 354[75]NetlossfortheninemonthsendedSeptember30,2024,was354[75] - Net loss for the nine months ended September 30, 2024, was 27,221, with Cannabis Canada contributing 3,399,FreshProduce(3,399, Fresh Produce (7,810), and Cannabis U.S. (13,173)[75]BasicanddilutedlosspersharefortheninemonthsendedSeptember30,2024,was13,173)[75] - Basic and diluted loss per share for the nine months ended September 30, 2024, was 0.25[75] - Total sales for the company reached 211.378million,withFreshProducecontributing211.378 million, with Fresh Produce contributing 114.125 million, Cannabis Canada 81.987million,andCannabisU.S.81.987 million, and Cannabis U.S. 15.266 million[76] - Sales for the three months ended September 30, 2024, increased by 20% to 83.368millioncomparedto83.368 million compared to 69.510 million in 2023[125] - Adjusted EBITDA for the three months ended September 30, 2024, increased by 63% to 5.302millioncomparedto5.302 million compared to 3.248 million in 2023[125] - Sales for the nine months ended September 30, 2024, increased by 20% to 253.627millioncomparedto253.627 million compared to 211.378 million in 2023[126] - Adjusted EBITDA for the nine months ended September 30, 2024, decreased by 35% to 5.334millioncomparedto5.334 million compared to 8.243 million in 2023[126] - Cost of sales for the nine months ended September 30, 2024, increased by 23% to 213.158millioncomparedto213.158 million compared to 172.958 million in 2023[126] - Selling, general, and administrative expenses for the nine months ended September 30, 2024, increased by 5% to 52.593millioncomparedto52.593 million compared to 49.980 million in 2023[126] - Net income for the three months ended September 30, 2024, was a loss of 820thousand,withsignificantcontributionsfromCannabisCanada(820 thousand, with significant contributions from Cannabis Canada (1,168 thousand) and Clean Energy (297thousand),offsetbylossesinCannabisU.S.(297 thousand), offset by losses in Cannabis U.S. (192 thousand) and Corporate (2,469thousand)[121]AdjustedEBITDAforthethreemonthsendedSeptember30,2024,was2,469 thousand)[121] - Adjusted EBITDA for the three months ended September 30, 2024, was 5.302 million, driven by strong performance in Cannabis Canada (4.752million)andFreshProduce(4.752 million) and Fresh Produce (2.331 million), despite losses in Cannabis U.S. (159thousand)andCorporate(159 thousand) and Corporate (1.935 million)[121] - For the nine months ended September 30, 2024, the company reported a net loss of 27.221million,withCannabisCanadacontributing27.221 million, with Cannabis Canada contributing 3.399 million in income, while Fresh Produce and Corporate reported losses of 7.810millionand7.810 million and 9.975 million, respectively[122] - Adjusted EBITDA for the nine months ended September 30, 2024, was 5.334million,withCannabisCanadacontributing5.334 million, with Cannabis Canada contributing 13.643 million, offset by losses in Fresh Produce (1.991million),CannabisU.S.(1.991 million), Cannabis U.S. (1.014 million), and Corporate (5.658million)[122]NetlossforthethreemonthsendedSeptember30,2023,was5.658 million)[122] - Net loss for the three months ended September 30, 2023, was 1.299 million, with Cannabis Canada generating 2.863millioninincome,whileFreshProduceandCorporatereportedlossesof2.863 million in income, while Fresh Produce and Corporate reported losses of 951 thousand and 3.232million,respectively[123]AdjustedEBITDAforthethreemonthsendedSeptember30,2023,was3.232 million, respectively[123] - Adjusted EBITDA for the three months ended September 30, 2023, was 3.248 million, with Cannabis Canada contributing 4.585million,offsetbylossesinFreshProduce(4.585 million, offset by losses in Fresh Produce (774 thousand), Clean Energy (57thousand),andCorporate(57 thousand), and Corporate (2.275 million)[123] - Net loss for the nine months ended September 30, 2023, was 9.315million,withatotaladjustedEBITDAof9.315 million, with a total adjusted EBITDA of 8.243 million[124] Financial Position and Liquidity - As of September 30, 2024, the company had cash and cash equivalents of 28,696andworkingcapitalof28,696 and working capital of 65,441, compared to 35,291and35,291 and 79,612, respectively, at December 31, 2023[114] - FCC Term Loan balance was 21,312onSeptember30,2024,downfrom21,312 on September 30, 2024, down from 22,788 on December 31, 2023, with an interest rate of 8.81% per annum[116] - Operating Loan had an outstanding balance of 4,000andfutureavailabilityof4,000 and future availability of 4,556 on September 30, 2024[116] - PSF Non-Revolving Facility outstanding amount was 7,028onSeptember30,2024,downfrom7,028 on September 30, 2024, down from 8,298 on December 31, 2023, with an interest rate of 8.45%[117] - PSF Term Loan outstanding amount was 11,560onSeptember30,2024,downfrom11,560 on September 30, 2024, down from 13,201 on December 31, 2023, with an interest rate of 8.45%[117] - BDC Credit Facility outstanding amount was 3,353onSeptember30,2024,downfrom3,353 on September 30, 2024, down from 3,771 on December 31, 2023, with an interest rate of 10.20%[117] - Cash provided by operating activities for the nine months ended September 30, 2024 was 9,936,comparedto9,936, compared to 6,805 for the same period in 2023[117] - Cash used in investing activities for the nine months ended September 30, 2024 was (8,227),primarilyduetocapitalexpendituresfortheNetherlandsbasedcannabisproductionfacility[117]CashusedinfinancingactivitiesfortheninemonthsendedSeptember30,2024was(8,227), primarily due to capital expenditures for the Netherlands-based cannabis production facility[117] - Cash used in financing activities for the nine months ended September 30, 2024 was (8,118), including debt repayments of (4,301)andacquisitionsofadditionalownershipinterestsinRoseLifeScienceandLeli[117]NetcashdecreasefortheninemonthsendedSeptember30,2024was(4,301) and acquisitions of additional ownership interests in Rose LifeScience and Leli[117] - Net cash decrease for the nine months ended September 30, 2024 was (6,409), compared to a net cash increase of $18,842 for the same period in 2023[118] Market and Regulatory Developments - The company received notification from Nasdaq regarding non-compliance with the minimum bid price requirement, with a compliance deadline of April 16, 2025[56] - Leli Holland completed construction of its first indoor cultivation facility in Drachten, Netherlands, with cultivation beginning in October 2024 and first sales expected in Q1 2025[56] - Company monitors foreign exchange risk and matches sales and vendor payments to minimize net impact[131] - No material changes to market risks other than interest rate and foreign exchange risks[131]