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DISPOSITION OF ASSETS
6 Months Ended
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 7 DISPOSITION OF ASSETS

 

On September 29, 2025, Holi Hemp LLC (HH Processors), a wholly owned subsidiary of the Company, entered into a Sale of Assets and Manufacturing Agreement (the “Favorable Contract”) with Wellness Essentials Northwest LLC (the Buyer) to sell certain equipment, inventory, and related operating assets of its Vancouver, Washington facility. The Company filed a Current Report on Form 8-K under Item 1.01 reporting the entrance into the Favorable Contract, subject to the satisfaction of certain closing conditions.

 

Under the Sale Agreement, the Buyer assumed certain employees and lease obligations. The Company retains (i) preferential supply rights for specific formulations produced by the Buyer and (ii) a contingent right to receive 10 percent of net proceeds if the Buyer sells the business within five years, which is recorded as a “Favorable Contract” in intangible assets. Please refer to Note 5 – “Intangible Assets”.

 

The aggregate fair value of consideration received for the assets sold was approximately $2.7 million. Assets transferred to the Buyer included property, plant, and equipment and inventory with a combined carrying value of approximately $1.5 million, resulting in a recognized gain of approximately $1.2 million, recorded in “Other income, net.” The Company believes that the difference between fair value and asset value transferred captures processes, ready-to-move infrastructure, trained employees, internally generated standard operating procedures, and vendor relationships.

 

In addition, the Company spent approximately $113 thousand during the quarter ended September 30, 2025, to facilitate a smooth transition of the facility to the buyer.

 

After these adjustments, the net effect of the transaction was a nominal gain of approximately $1.1 million for the six months ended September 30, 2025. The transaction did not constitute a discontinued operation under ASC 205-20 and does not represent a strategic shift for the Company.