Discontinued Operations

3 Months Ended

Mar. 31, 2025

Discontinued Operations [Abstract]

Discontinued Operations

Note 6 – Discontinued Operations

Cultivation Business Discontinued Operations

On December 31, 2024, the Company executed and closed the Purchase Agreement with CP for the sale of assets relating to the Company’s Cultivation Business. The consideration for the sale of the Cultivation Business consisted of the assumption by CP of all the Company’s secured indebtedness currently held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, as well as certain other liabilities related to the Cultivation Business. The sale represents efforts to strategically shift the Company’s direction to focus on its hemp-related business operations. As a result, the Cultivation Business has been presented as discontinued operations in the condensed consolidated financial statements for all periods presented.

The disposition resulted in a loss on sale of $11.9 million along with a loss from discontinued operations of $1.5 million for a total loss of $13.4 million, which was recorded in net loss from discontinued operations in the consolidated statement of operations for the period ended December 31, 2024. The operating results of the Cultivation Business were reported as a net loss from discontinued operations in the consolidated statements of operations through December 31, 2024, the date of disposition, and were considered material.

The assets and liabilities associated with discontinued operations with respect to the Cultivation Business consisted of the following as of March 31, 2025 and December 31, 2024, respectively:

	March 31, 2025		December 31, 2024
(In thousands)
Assets
Current assets:
Prepaid expenses and other current assets	$	—	$	62
Current assets associated with discontinued operations		—		62
Total assets associated with discontinued operations	$	—	$	62
Liabilities
Current liabilities:
Accounts payable	$	70	$	2
Accrued expenses and other current liabilities		—		47
Current liabilities associated with discontinued operations		70		49
Total liabilities associated with discontinued operations	$	70	$	49

The following table summarizes the Company’s income from discontinued operations of the Cultivation Business for the three months ended March 31, 2025 and 2024, respectively:

	For the three months ended March 31,
	2025			2024
(In thousands)
Revenue	$	—		$	(60	)
Cost of goods sold		—			654
Gross loss		—			(714	)
Selling, general and administrative		175			975
Gain on settlement of contingent liabilities		—			(5,935	)
Total operating (loss) income		175			(4,960	)
Operating (loss) income from discontinued operations		(175	)		4,246
Net (loss) income from discontinued operations		(175	)		4,246
Income tax effect on discontinued operations		—			—
(Loss) income from discontinued operations, net of income taxes	$	(175	)	$	4,246

The condensed consolidated statements of cash flows include continuing operations and discontinued operations.

The following table summarizes the depreciation and amortization of long-lived assets, provisions for credit losses, and adjustments to net realizable value of inventories related to discontinued operations of the Cultivation Business for the three months ended March 31:

(In thousands)	2025		2024
Depreciation and amortization	$	—	$	285
(Recovery of) provision for credit losses		—		(284	)
Provision for slow-moving inventory		—		16

Extraction Business Discontinued Operations

On March 30, 2025, the Company approved the discontinuation and wind down of its legacy Extraction Business. As a result, all operations associated with the Extraction Business have ceased as of March 31, 2025, and the Company has initiated the sale or disposal of all remaining assets related to the Extraction Business. In addition, all outstanding contracts associated with the Extraction Business have been or are in the process of being terminated in accordance with their respective terms. In connection with the discontinuation of the business, the Company reduced its workforce by nine employees on April 1, 2025. The discontinuation of the legacy Extraction Business represents efforts to strategically shift the Company’s direction to support the continued expansion of its hemp-derived beverage business operations. As a result, the Extraction Business has been presented as discontinued operations in the condensed consolidated financial statements for all periods presented.

As a result of the decision to wind down the Extraction Business, a gain of approximately $3.6 million, net with a loss from discontinued operations of $1.7 million for a total net gain of $1.8 million, was recorded in net income from discontinued operations in the condensed consolidated statement of operations for the three months ended March 31, 2025. The operating results of the Extraction Business were reported as a net loss from discontinued operations in the condensed consolidated statements of operations through March 31, 2025, the date of disposition, and were considered material. The net loss from discontinued operations for the three months ended March 31, 2024, represents the Extraction Business’ operating results from the prior year. The assets and liabilities related to the Extraction Business have been separately classified in the accompanying condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024. Balances as of March 31, 2025 have been remeasured at fair value less cost to sell as of March 31, 2025.

The assets and liabilities associated with discontinued operations with respect to the Extraction Business consisted of the following as of March 31, 2025 and December 31, 2024, respectively:

(In thousands)	March 31, 2025		December 31, 2024
Assets
Current assets:
Accounts receivable, net	$	193	$	318
Inventory, net		-		1,079
Prepaid expenses and other current assets		40		1,137
Current assets associated with discontinued operations		233		2,534
Property and equipment, net		-		186
Operating lease right-of-use assets		108		504
Other non-current assets		12		25
Non-current assets associated with discontinued operations		120		715
Total assets of discontinued operations	$	353	$	3,249
Current liabilities:
Accounts payable	$	744	$	1,247
Accrued expenses and other current liabilities		554		5,160
Operating lease liabilities, current		135		261
Customer deposits		1,354		2,525
Current liabilities associated with discontinued operations		2,787		9,193
Operating lease liabilities, net of current		-		257
Non-current liabilities associated with discontinued operations		-		257
Total liabilities associated with discontinued operations	$	2,787	$	9,450

The following table summarizes the Company’s income (loss) from discontinued operations of the Extraction Business for the three months ended March 31, 2025 and 2024, respectively:

	For the three months ended March 31,
	2025			2024
(In thousands)
Revenue	$	1,169		$	2,658
Cost of goods sold		1,820			1,779
Gross (loss) profit		(651	)		879
Selling, general and administrative		1,070			2,029
Impairment of right-of-use assets		24			-
Gain on disposal on property and equipment		(2	)		-
Total operating expenses		1,092			2,029
Operating loss from discontinued operations		(1,743	)		(1,150	)
Other Income
Gain on disposal of Extraction business		3,566			-
Other income, net		-			14
Total other income		3,566			14
Net income (loss) from discontinued operations		1,823			(1,136	)
Income tax effect on discontinued operations		-			-
Income (loss) from discontinued operations, net of income taxes	$	1,823		$	(1,136	)

The condensed consolidated statements of cash flows include continuing operations and discontinued operations.

The following table summarizes the depreciation and amortization of long-lived assets, provisions for credit losses, and adjustments to net realizable value of inventories related to discontinued operations of Extraction Business for the three months ended March 31:

(In thousands)	2025		2024
Depreciation and amortization	$	52	$	-
Provision for credit losses	$	111	$	-
Recovery of provision for slow-moving inventory	$	-	$	(27	)