On May 30, 2025, the Company closed on a transaction with a newly-formed holding company, Verdexa L. P. (formally Vanguard Food, L. P.) (“Verdexa”), backed by private investment firms, to privatize certain assets and operations of its Produce operations (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 Verdexa 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 Verdexa common units, less the carrying amount of net assets disposed. The following table outlines the calculation of the 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) have been adjusted for the prior period to reflect the historical results as discontinued operations.

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


	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026		2025
Sales	$	—	$	25,358		$	—	$	62,753
Cost of sales		—		(25,613	)		—		(65,846	)
Gross loss		—		(255	)		—		(3,093	)
Selling, general and administrative expenses		—		(2,568	)		—		(4,729	)
Interest expense		—		(3	)		—		(7	)
Gain on sale of assets		—		19,985			—		19,985
Income from discontinued operations before income taxes		—		17,159			—		12,156
Provision for income taxes		—		(865	)		—		(865	)
Income from discontinued operations, net of tax	$	-	$	16,294		$	-	$	11,291