On May 30, 2025, the Company closed on a transaction with a newly-formed holding company, Vanguard Food, LP (“Vanguard”), backed by private investment firms, to privatize certain assets and operations of its Fresh Produce segment (the "Transaction"). As part of the Transaction, the Company received $40 million in cash proceeds, subject to working capital adjustments, and common units representing a 37.9% equity ownership interest in Vanguard with an estimated fair value of $3.5 million. 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 following table outlines the calculation of the initial gain on sale of the Transaction:

The Company concluded the Transaction met the criteria under ASC 205-20 to be classified as discontinued operations because the Transaction represented a strategic shift in the Company's business model that had a major effect on the Company’s operations and financial results. Accordingly, the Condensed Consolidated Statements of Operations and Comprehensive Income (loss) and the Condensed Consolidated Statements of Financial Position have been adjusted for all prior periods to reflect the historical results as discontinued operations.

The Company has entered into a Transition Services Agreement with Village Fresh, a Vanguard subsidiary, to provide certain transition services for specified fees and a multi-year Sales, Marketing & Distribution Agreement with Village Fresh, which sets forth the terms, conditions, rights and obligations governing the sales, marketing and distribution by Village Fresh of all hydroponically grown tomatoes produced at VFCLP's British Columbia greenhouse growing facilities. 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.


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Sales	$	25,358		$	38,586		$	62,753		$	74,675
Cost of sales		(25,613	)		(42,974	)		(65,846	)		(74,768	)
Gross loss		(255	)		(4,388	)		(3,093	)		(93	)
Selling, general and administrative expenses		(2,568	)		(2,611	)		(4,729	)		(4,747	)
Interest expense		(3	)		(4	)		(7	)		(7	)
Gain on sale of assets		19,985			—			19,985			—
Income (loss) from discontinued operations before income taxes		17,159			(7,003	)		12,156			(4,847	)
Provision for income taxes		(865	)		—			(865	)		—
Net income (loss) from discontinued operations, net of tax		16,294			(7,003	)		11,291			(4,847	)

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


	June 30, 2025		December 31, 2024
ASSETS
Current assets
Trade receivables, net	$	508	$	11,505
Inventories, net		—		11,881
Other Receivables		—		80
Prepaid expenses and deposits		—		1,453
Total current assets of discontinued operations		508		24,919
Non-current assets
Property, plant and equipment, net		—		15,037
Right-of-use assets		—		5,393
Total non-current assets of discontinued operations		—		20,430
Total assets of discontinued operations	$	508	$	45,349
LIABILITIES
Current liabilities
Trade payables	$	1,304	$	13,245
Accrued liabilities		311		3,236
Lease liabilities - current		—		1,437
Total current liabilities of discontinued operations		1,615		17,918
Non-current liabilities
Lease liabilities - non-current		—		4,374
Total liabilities of discontinued operations	$	1,615	$	22,292