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Discontinued Operations and Disposals | 9 Months Ended
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Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations and Disposals | 7. DI SCONTINUED OPERATIONS AND DISPOSALS 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 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:
Cash proceeds | $ | 35,000 |
Cash held in indemnity escrow (Restricted cash) |  | 5,000 |
Fair value of Vanguard common units |  | 3,530 |
Carrying value of lease to Vanguard |  | 1,245 |
Estimated future distributions for working capital adjustments and other obligations |  | (4,290 | )
Less: Carrying value of net assets disposed |  | (20,500 | )
Gain on sale | $ | 19,985 |
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. Details of the net (loss) income from discontinued operations, net of tax, were as follows:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Sales |  | $ | (210 | ) |  | $ | 28,430 |  |  | $ | 62,543 |  |  | $ | 103,105 |
Cost of sales |  |  | (82 | ) |  |  | (26,359 | ) |  |  | (65,928 | ) |  |  | (101,127 | )
Gross loss |  |  | (292 | ) |  |  | 2,071 |  |  |  | (3,385 | ) |  |  | 1,978 |
Selling, general and administrative expenses |  |  | (396 | ) |  |  | (1,976 | ) |  |  | (5,125 | ) |  |  | (6,723 | )
Interest expense |  |  | — |  |  |  | (4 | ) |  |  | (7 | ) |  |  | (11 | )
Gain on sale of assets |  |  | — |  |  |  | — |  |  |  | 19,985 |  |  |  | — |
(Loss) income from discontinued operations before income taxes |  |  | (688 | ) |  |  | 91 |  |  |  | 11,468 |  |  |  | (4,756 | )
Recovery of (provision for) income taxes |  |  | 412 |  |  |  | — |  |  |  | (453 | ) |  |  | — |
Net (loss) income from discontinued operations, net of tax |  | $ | (276 | ) |  | $ | 91 |  |  | $ | 11,015 |  |  | $ | (4,756 | )
The following table summarizes the assets and liabilities of the discontinued operations:
|  | September 30, 2025 |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
Current assets |  |  |  |  |  |
Trade receivables, net |  | $ | — |  |  | $ | 11,505 |
Inventories, net |  |  | — |  |  |  | 11,881 |
Other Receivables |  |  | — |  |  |  | 80 |
Prepaid expenses and deposits |  |  | — |  |  |  | 1,453 |
Total current assets of discontinued operations |  |  | — |  |  |  | 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 |  | $ | — |  |  | $ | 45,349 |
LIABILITIES |  |  |  |  |  |
Current liabilities |  |  |  |  |  |
Trade payables |  | $ | 211 |  |  | $ | 13,245 |
Accrued liabilities |  |  | 2,397 |  |  |  | 3,236 |
Lease liabilities - current |  |  | — |  |  |  | 1,437 |
Total current liabilities of discontinued operations |  |  | 2,608 |  |  |  | 17,918 |
Non-current liabilities |  |  |  |  |  |
Lease liabilities - non-current |  |  | — |  |  |  | 4,374 |
Total liabilities of discontinued operations |  | $ | 2,608 |  |  | $ | 22,292 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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