What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 140 added, 129 removed, 564 unchanged (32% of the section changed)

3 unchanged sentences

(In thousands of United States dollars, except share data)

June 30, 2025

September 30, 2025

December 31, 2024

30 unchanged sentences

Lease liabilities - non-current

Other liabilities

Other non-current liabilities

Non-current liabilities of discontinued operations

4 unchanged sentences

Common stock, no par value per share - unlimited shares authorized;

112,644,169 shares issued and outstanding at June 30, 2025 and 112,337,049 shares issued and outstanding at December 31, 2024.

114,970,100 shares issued and outstanding at September 30, 2025 and 112,337,049 shares issued and outstanding at December 31, 2024.

Additional paid in capital

7 unchanged sentences

(In thousands of United States dollars, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of sales

2 unchanged sentences

Interest income

Foreign exchange gain (loss)

Foreign exchange (loss) gain

Other (loss) income

Goodwill and intangible asset impairments

3 unchanged sentences

Income (loss) from continuing operations

Income (loss) from discontinued operations, net of tax

(Loss) Income from discontinued operations, net of tax

Income (loss) including non-controlling interests

net loss (income) attributable to non-controlling interests, net of tax

net (income) loss attributable to non-controlling interests, net of tax

Net income (loss) attributable to Village Farms International, Inc.

21 unchanged sentences

(In thousands of United States dollars, except for shares outstanding)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Number of Common

1 unchanged sentence

Additional Paid in Capital

Accumulated Other Comprehensive (Loss) gain

Accumulated Other Comprehensive Loss

Retained Earnings

1 unchanged sentence

Mezzanine Equity

Balance April 1, 2025

Balance July 1, 2025

Share-based compensation

Shares issued on exercise of warrants

Shares issued on exercise of options

Cumulative translation adjustment

Net income (loss)

Balance at June 30, 2025

Three Months Ended June 30, 2024

Balance at September 30, 2025

Three Months Ended September 30, 2024

Number of Common

2 unchanged sentences

Accumulated Other

Comprehensive Loss

Comprehensive (Loss) income

Retained Earnings

2 unchanged sentences

Mezzanine Equity

Balance at April 1, 2024

Balance at July 1, 2024

Share-based compensation

2 unchanged sentences

Net (loss) income

Balance at June 30, 2024

Six Months Ended June 30, 2025

Balance at September 30, 2024

Nine Months Ended September 30, 2025

Number of Common

8 unchanged sentences

Shares issued on exercise of warrants

Shares issued on exercise of options

Cumulative translation adjustment

Net income (loss)

Balance at June 30, 2025

Six Months Ended June 30, 2024

Balance at September 30, 2025

Nine Months Ended September 30, 2024

Number of Common

6 unchanged sentences

Mezzanine Equity

Balance at January 1, 2024

Balance January 1, 2024

Share-based compensation

Acquisition of redeemable non-controlling interest

Acquisition of non-controlling interest

Cumulative translation adjustment

Net (loss) income

Balance at June 30, 2024

Balance at September 30, 2024

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of United States dollars)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows provided by (used in) operating activities:

12 unchanged sentences

Changes in non-cash working capital items

Net cash provided by (used in) operating activities from continuing operations

Cash flows provided by (used in) investing activities:

Net cash provided by operating activities from continuing operations

Cash flows used in investing activities:

Purchases of property, plant and equipment

Purchases of intangibles

Net cash provided by (used in) investing activities from continuing operations

Net cash used in investing activities from continuing operations

Cash flows (used in) provided by financing activities:

1 unchanged sentence

Purchase of non-controlling interest

Proceeds from exercise of warrants and options

Other financing activities

4 unchanged sentences

Net cash used in financing activities from discontinued operations

Net cash flows (used in) provided by discontinued operations

Net cash flows provided by discontinued operations

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

(“VFF” and, together with its subsidiaries, the “Company”, “we”, “us”, or “our”) is a corporation existing under the Ontario Business Corporations Act.

VFF’s principal operating subsidiaries as of June 30, 2025 were Village Farms Canada Limited Partnership ("VFCLP"), Village Farms, L.P., Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”), VF Clean Energy, Inc.

(“VFCE”) and Leli Holland B.V.

VFF’s principal operating subsidiaries as of September 30, 2025 were Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”), Leli Holland B.V.

(“Leli”), Village Farms Canada Limited Partnership ("VFCLP"), Village Farms, L.P., and VF Clean Energy, Inc.

VFF also owns an 80 % interest in Rose LifeScience Inc.

6 unchanged sentences

Its wholly owned subsidiary, Leli, is a vertically integrated licensed producer and supplier of cannabis products sold to coffee shops in the Netherlands.

VFF owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia, where it produces, markets and sells premium-quality tomatoes, bell peppers and cucumbers.

VFF owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia, where it produces premium-quality tomatoes.

Basis of Presentation

9 unchanged sentences

The Company believes that the disclosures made in these condensed consolidated financial statements are adequate to make the information not misleading.

As of June 30, 2025, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation.

As of September 30, 2025, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation.

For all periods presented, the operating results associated with the assets disposed of have been reclassified into net income (loss) from discontinued operations, net of income taxes, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

3 unchanged sentences

Refer to Note 7 Discontinued Operations and Disposals for additional information on the Company's discontinued operations.

Principals of Consolidation

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include Village Farms International, Inc.

27 unchanged sentences

The exchange rates used to translate from Canadian dollars to U.S dollars are shown below:

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

December 31, 2024

Three-month period ended

Six-month period ended

Nine-month period ended

General Economic, Regulatory and Market Conditions

8 unchanged sentences

Classification

June 30, 2025

September 30, 2025

December 31, 2024

10 unchanged sentences

The following tables disaggregate the Company’s net revenues from continuing operations by major source.

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Classification

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

International

1 unchanged sentence

Total Revenue

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Classification

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

International

2 unchanged sentences

(1) Branded revenues are shown net of excise tax on products.

Excise tax on products was $ 14,812 and $ 28,759 for the three and six months ended June 30, 2025, respe ctively and $ 19,815 and $ 39,518 for the three and six months ended June 30, 2024 , respectively.

Excise tax on products was $ 15,712 and $ 17,674 for the three months ended September 30, 2025 and 2024, respe ctively and $ 44,476 and $ 57,193 for the nine months ended September 30, 2025 and 2024 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

4 unchanged sentences

Classification

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Property, plant and equipment, net

Depreciation expense on property, plant and equipment, was $ 3,796 and $ 3,494 for the three months ended June 30, 2025 and 2024, respectively, and $ 6,779 and $ 6,706 for the six months ended June 30, 2025 and 2024, respectively.

Capitalized interest was $ 0 and $ 277 for the three months ended June 30, 2025 and 2024, respectively, and $ 188 and $ 564 for the six months ended June 30, 2025 and 2024 , respectively.

Depreciation expense on property, plant and equipment, was $ 3,349 and $ 3,829 for the three months ended September 30, 2025 and 2024, respectively, and $ 10,128 and $ 10,535 for the nine months ended September 30, 2025 and 2024, respectively.

Capitalized interest was $ 0 and $ 260 for the three months ended September 30, 2025 and 2024, respectively, and $ 188 and $ 825 for the nine months ended September 30, 2025 and 2024 , respectively.

GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2025:

The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2025:

Cannabis - Canada

1 unchanged sentence

Foreign currency translation adjustment

Balance as of June 30, 2025

Balance as of September 30, 2025

Intangible Assets

1 unchanged sentence

Classification

June 30, 2025

September 30, 2025

December 31, 2024

5 unchanged sentences

* Includes indefinite-lived intangible assets

The expected future amortization expense for definite-lived intangible assets as of June 30, 2025 was as follows:

The expected future amortization expense for definite-lived intangible assets as of September 30, 2025 was as follows:

Fiscal period

1 unchanged sentence

Intangibles, net

Amortization expense was $ 837 and $ 820 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,631 and $ 1,650 for the six months ended June 30, 2025 and 2024, respectively.

Amortization expense was $ 813 and $ 749 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,444 and $ 2,399 for the nine months ended September 30, 2025 and 2024, respectively.

VILLAGE FARMS INTERNATIONAL, INC.

4 unchanged sentences

The Company considers external and internal factors, including overall financial performance and relevant entity-specific factors, as part of this assessment.

During the six months ended June 30, 2025 and 2024, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S.

During the nine months ended September 30, 2025 and 2024, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S.

and Canadian Cannabis segments.

At June 30, 2025, the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

At September 30, 2025, the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

Cannabis - U.S.

21 unchanged sentences

Cannabis - Canada

At June 30, 2024, when the Company considered qualitative factors in assessing impairment indicators for Canadian Cannabis it concluded that as of June 30, 2024, no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

At September 30, 2024, when the Company considered qualitative factors in assessing impairment indicators for Canadian Cannabis it concluded that as of September 30, 2024, no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

VILLAGE FARMS INTERNATIONAL, INC.

3 unchanged sentences

The following table provides details for the carrying values of debt as of:

June 30, 2025

September 30, 2025

December 31, 2024

Term Loan - (“FCC Term Loan”) - repayable by monthly principal payments of $ 164 and accrued interest at Secured Overnight Financing Rate (“ SOFR ”) plus an applicable margin per annum ( 7.83 % at June 30, 2025);

Term Loan - (“FCC Term Loan”) - repayable by monthly principal payments of $ 164 and accrued interest at Secured Overnight Financing Rate (“SOFR” ) plus an applicable margin per annum ( 7.87 % at September 30, 2025);

matures May 3, 2027

Term loan - ("Pure Sunfarms Term Loan Facility") - C$ 27.4 M - repayable by quarterly principal payments of C$ 1.0 million and accrued interest at Canadian prime interest or Canadian Overnight Repo Rate Average (" CORRA ") plus an applicable margin ( 5.25 % at June 30, 2025), matures February 7, 2028 .

Term loan - ("Pure Sunfarms Term Loan Facility") - C$ 27.4 M - repayable by quarterly principal payments of C$ 1.0 million and accrued interest at Canadian prime interest or Canadian Overnight Repo Rate Average ("CORRA" ) plus an applicable margin ( 5.28 % at September 30, 2025), matures February 7, 2028 .

Term Loan - ("Pure Sunfarms Non-Revolving Facility") - C$ 19.0 M - Canadian prime interest rate plus an applicable margin , repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026 .

8 unchanged sentences

In addition, the Company has granted full recourse guarantees and security therein.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of June 30, 2025 and December 31, 2024 was $ 90,997 and $ 101,068 , respectively.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of September 30, 2025 and December 31, 2024 was $ 98,423 and $ 101,068 , respectively.

On April 10, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Farm Credit Canada (“FCC”) as the lender, which amended and restated the terms of the FCC Term Loan.

7 unchanged sentences

Any amount remaining unpaid will be due and payable in full on the maturity date, which is on February 7, 2028 .

The loans under the Pure Sunfarms Secured Credit Facilities will accrue interest at a rate equal to, at the company's option, (a) the Canadian Prime Rate plus the applicable margin, or (b) the Canadian Overnight Repo Rate Average plus the applicable

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

The applicable margin for the Pure Sunfarms Secured Credit Facility is determined based upon Pure Sunfarms leverage ratio.

1 unchanged sentence

The Pure Sunfarms Secured Credit Facilities also contain customary covenants, customary representations and warranties, affirmative covenants, financial covenants and events of default.

The weighted average annual interest rate on short-term borrowings as of June 30, 2025 and December 31, 2024 was 6.9 % and 9.4 % , respectively.

Accrued interest payable on all long-term debt as of June 30, 2025 and December 31, 2024 was $ 209 and $ 271 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

The weighted average annual interest rate on short-term borrowings as of September 30, 2025 and December 31, 2024 was 6.3 % and 9.4 % , respectively.

Accrued interest payable on all long-term debt as of September 30, 2025 and December 31, 2024 was $ 183 and $ 271 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

The aggregate annual principal maturities of long-term debt for the remainder of 2025 and thereafter are as follows:

4 unchanged sentences

In accordance with ASC 810-10-40, the Company recognized a gain upon deconsolidation of the Produce operations, based on the fair value of consideration received and fair value of Vanguard common units, less the carrying amount of net assets disposed.

The gain on sale was recorded based on available data and management estimates as of June 30, 2025 and is subject to post-closing selling price adjustments which could result in further adjustments to the gain on sale.

The gain on sale was recorded based on available data and management estimates as of September 30, 2025 and is subject to post-closing selling price adjustments which could result in further adjustments to the gain on sale.

The following table outlines the calculation of the initial gain on sale of the Transaction:

9 unchanged sentences

The price paid by Village Fresh to the Company is based on amounts paid by Village Fresh’s customers, net of a marketing fee to be received by Village Fresh.

Details of the net loss from discontinued operations, net of tax, were as follows:

Details of the net (loss) income from discontinued operations, net of tax, were as follows:

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of sales

2 unchanged sentences

Gain on sale of assets

Income (loss) from discontinued operations before income taxes

Provision for income taxes

Net income (loss) from discontinued operations, net of tax

(Loss) income from discontinued operations before income taxes

Recovery of (provision for) income taxes

Net (loss) income from discontinued operations, net of tax

The following table summarizes the assets and liabilities of the discontinued operations:

June 30, 2025

September 30, 2025

December 31, 2024

26 unchanged sentences

Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Vanguard of $ 0 for the three and six months ended June 30, 2025.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Vanguard of $ 0 for the three and nine months ended September 30, 2025.

VILLAGE FARMS INTERNATIONAL, INC.

3 unchanged sentences

Financial assets and liabilities are recognized on the consolidated statements of financial position at fair value in a hierarchy for those assets and liabilities measured at fair value on a recurring basis.

At June 30, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, trade receivables, minority investments, line of credit, trade payables, accrued liabilities, lease liabilities, and note payables.

At September 30, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, trade receivables, line of credit, trade payables, accrued liabilities, lease liabilities, and note payables.

The carrying value of cash and cash equivalents, trade receivables, trade payables, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

The carrying value of line of credit, lease liabilities, notes payable, and debt approximate their fair values due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

There were no financial instruments categorized as Level 3 at June 30, 2025 and December 31, 2024 , other than the minority investments.

There were no transfers of assets or liabilities between levels during the six months ended June 30, 2025 and 2024 .

The carrying value of line of credit, lease liabilities, and note payables approximate their fair values due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

There were no financial instruments categorized as Level 3 at September 30, 2025 and December 31, 2024 .

There were no transfers of assets or liabilities between levels during the nine months ended September 30, 2025 and 2024 .

RELATED PARTY TRANSACTIONS AND BALANCES

The Company leases its Rose office building from a Company employee who also owns a minority interest in Rose.

For the three and six months ended June 30, 2025, the Company paid C $ 78 and C $ 114 , respectively, and for the three and six months ended June 30, 2024 the Company paid C $ 151 and C $ 190 , respectively, to lease this office space.

One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $ 63 and $ 99 and in salary and benefits during the three and six months ended June 30, 2025 and $ 24 and $ 54 in salary and benefits during the three and six months ended June 30, 2024 .

The Company has recorded a provision for income taxes of $ 2,503 and $ 3,486 for the three and six months ended June 30, 2025, respectively, compared with a provision for income taxes of $ 260 and $ 580 for the same periods last year.

For the three and nine months ended September 30, 2025, the Company paid C $ 50 and C $ 164 , respectively, and for the three and nine months ended September 30, 2024 the Company paid C $ 40 and C $ 230 , respectively, to lease this office space.

One of the Company’s former employees is related to a member of the Company’s executive management team and received approximately $ - and $ 99 in salary and benefits during the three and nine months ended September 30, 2025, and $ 45 and $ 130 in salary and benefits during the three and nine months ended September 30, 2024 .

The Company has recorded a provision for income taxes of $ 4,717 and $ 8,203 for the three and nine months ended September 30, 2025, respectively, compared with a provision for income taxes of $ 94 and $ 674 for the same periods last year.

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year.

5 unchanged sentences

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary periods to utilize the entire benefit for its deferred tax assets.

Accordingly, the Company established a valuati on allowance of $ 44,084 as of June 30, 2025 and $ 48,561 as of December 31, 2024.

Accordingly, the Company established a valuati on allowance of $ 44,716 as of September 30, 2025 and $ 48,561 as of December 31, 2024.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.

As of June 30, 2025 , the Company’s net deferred tax assets totaled $ 802 a nd were primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

As of September 30, 2025 , the Company’s net deferred tax assets totaled $ 719 and w ere primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company analyzed the effects of the new tax legislation and determined that there is no significant impact in the current quarter.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company regularly monitors its reportable segments to determine if changes in facts and circumstances would indicate whether changes in the determination or aggregation of operating segments are necessary.

In the fourth quarter of 2024, the Company determined that Leli had met the quantitative threshold to be a reportable segment.

In addition, during the fourth quarter of 2024, the chief operating decision-maker (“CODM”) changed the segment profit measure from gross margin to operating income or loss.

In the fourth quarter of 2024, the

VILLAGE FARMS INTERNATIONAL, INC.

1 unchanged sentence

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

effects of certain expenses that directly arise from non-operating activities (other income/expense), financing decisions (interest), and tax strategies (income taxes).

Company determined that Leli had met the quantitative threshold to be a reportable segment.

In addition, during the fourth quarter of 2024, the chief operating decision-maker (“CODM”) changed the segment profit measure from gross margin to operating income or loss.

We believe that segment operating (loss) income is a more useful measure because it allows management, analysts, investors, and other interested parties to evaluate the profitability of our business operations before the effects of certain expenses that directly arise from non-operating activities (other income/expense), financing decisions (interest), and tax strategies (income taxes).

These changes have been applied to all periods presented.

6 unchanged sentences

The Cannabis - Netherlands segment produces and supplies cannabis products in the Netherlands, supplying designated coffee shops.

The Produce segment produces, markets and sells premium quality tomatoes, bell peppers and cucumbers.

The Produce segment, subsequent to the Transaction, produces premium quality tomatoes.

The Clean Energy business receives a royalty representing a portion of the natural gas that is sold to one customer pursuant to its long-term contract.

The accounting policies of the segments are the same as those described in the summary of business, basis of presentation and significant accounting policies.

The Company evaluates performance for all of its reportable segments based on segment operating (loss) income from operations.

For all of its reportable segments, the CODM uses segment operating (loss) income to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis for the (loss) income when making decisions about allocating capital and personnel to the segments.

The CODM also uses segment (loss) income to assess the performance for each segment by comparing the results with one another.

The Company evaluates performance for all of its reportable segments based on segment operating income (loss) from operations.

For all of its reportable segments, the CODM uses segment operating income (loss) to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis for the income (loss) when making decisions about allocating capital and personnel to the segments.

The CODM also uses segment income (loss) to assess the performance for each segment by comparing the results with one another.

Discontinued operations are no t included in the applicable reportable segments.

The following tables reflect the reconciliation of segment revenue and significant segment expenses from continuing operations recon ciled to the consolidated income (loss) from continuing operations before income taxes and equity method investments:

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Cannabis Canada

5 unchanged sentences

Segment operating income (loss)

Reconciliation of segment operating (loss) income to income from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Reconciliation of segment operating income (loss) to income from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Other corporate expenses (3)

3 unchanged sentences

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Cannabis Canada

4 unchanged sentences

Selling, general and administrative expenses

Segment operating (loss) income

Reconciliation of segment operating (loss) income to loss from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Segment operating income (loss)

Reconciliation of segment operating income (loss) to loss from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Goodwill and intangible asset impairments

1 unchanged sentence

Loss from continuing operations before taxes and income from equity method investments

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Cannabis Canada

5 unchanged sentences

Segment operating (loss) income

Reconciliation of segment operating (loss) income to income from continuing operations before taxes and income from equity method investments (1)

Reconciliation of segment operating income (loss) to income from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

1 unchanged sentence

Income from continuing operations before taxes and income from equity method investments

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Cannabis Canada

5 unchanged sentences

Segment operating (loss) income

Reconciliation of segment operating (loss) income to loss from continuing operations before taxes and income from equity method investments (1)

Reconciliation of segment operating income (loss) to loss from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

8 unchanged sentences

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

(4) Beginning May 31, 2025, as set forth in the Sales, Marketing & Distribution Agreement, the Company entered into a multi-year supply agreement with Village Fresh to provide them with all of the produce from our Delta greenhouses, as such, Village Fresh is the produce segment's sole customer.

The following tables summarize our interest income, interest expense, depreciation and amortization, other significant noncash items, and expenditures for capital assets by reportable segment:

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Cannabis Canada

10 unchanged sentences

Expenditures for segment assets

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Cannabis Canada

11 unchanged sentences

The following tables summarize our total assets by reportable segment:

June 30, 2025

September 30, 2025

December 31, 2024

10 unchanged sentences

Total assets from continuing operations

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Long-lived assets from continuing operations

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

Basic and diluted net income (loss) per common share is calculated as follows:

Three months ended June 30,

Six Months Ended June 30,

Three months ended September 30,

Nine Months Ended September 30,

Net income (loss) attributable to Village Farms International, Inc.

shareholders from continuing operations

Income (loss) from discontinued operations, net of tax

(Loss) income from discontinued operations, net of tax

Weighted average number of common shares - basic

17 unchanged sentences

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Share-based compensation expense was $ 123 and $ 268 for the three and six months ended June 30, 2025 , respectively, and $ 2,196 and $ 2,601 for the three and six months ended June 30, 2024, respectively.

Stock option activity for the six months ended June 30, 2025 was as follows:

Share-based compensation

Share-based compensation expense was $ 1,014 and $ 1,282 for the three and nine months ended September 30, 2025 , respectively, and $ 875 and $ 3,476 for the three and nine months ended September 30, 2024, respectively.

Stock option activity for the nine months ended September 30, 2025 was as follows:

Exercise Price

1 unchanged sentence

Forfeited/expired

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Restricted shares activity for the six months ended June 30, 2025 was as follows:

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Restricted shares activity for the nine months ended September 30, 2025 was as follows:

Restricted Stock Grants

2 unchanged sentences

Vested and issued

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Share buyback program

On September 29, 2025, the Board of Directors authorized a $ 10 million share repurchase for up to 5,687,000 of the Company’s outstanding common stock.

Such purchases may be made on the open market, in private transactions and/or pursuant to purchase plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

As of September 30, 2025, there have been no shares purchased since the authorization of the share buyback program.

Warrant activity for the nine months ended September 30, 2025 was as follows:

Shares Underlying the Warrants

Exercise Price

Outstanding at December 31, 2024

Outstanding at September 30, 2025

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

CHANGES IN NON-CASH WORKING CAPITAL ITEMS AND SUPPLEMENTAL CASH FLOW INFORMATION

Six Months Ended June 30,

Nine Months Ended September 30,

Trade receivables

5 unchanged sentences

Other assets, net of other liabilities

The Company paid income taxes of $ 0 for the three and six months ended June 30, 2025 and 2024.

The Company paid interest expense of $ 1,613 and $ 2,172 for the three and six months ended June 30, 2025 and 2024 , respectively.

The Company paid income taxes of $ 27 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively.

The Company paid interest expense of $ 2,215 and $ 3,128 for the nine months ended September 30, 2025 and 2024 , respectively.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the condensed consolidated financial statements were available to be issued.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.

The legislation

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

On August 4, 2025, the Company made a principal payment of approximately $ 3 million on the FCC Term Loan.

On August 4, 2025, the Company announced that it will be converting the remaining 550,000 sq.

of its Delta 2 greenhouse in Delta, British Columbia to cannabis production.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements