Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 12, 2023 | Jul. 02, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Trading Symbol | JAN | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Registrant Name | JANONE INC. | ||
Entity Central Index Key | 0000862861 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity File Number | 000-19621 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 41-1454591 | ||
Entity Address, Address Line One | 325 E. Warm Springs Road | ||
Entity Address, State or Province | NV | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, Postal Zip Code | 89119 | ||
City Area Code | 702 | ||
Local Phone Number | 997-5968 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 5,191,021 | ||
Entity Common Stock, Shares Outstanding | 3,614,937 | ||
Auditor Firm ID | 374 | ||
Auditor Name | Frazier & Deeter, LLC | ||
Auditor Location | Tampa, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets | ||
Cash and cash equivalents | $ 115 | $ 705 |
Trade and other receivables, net | 7,922 | 4,220 |
Inventories | 366 | 1,209 |
Prepaid expenses and other current assets | 770 | 1,423 |
Current assets from discontinued operations | 0 | 105 |
Total current assets | 9,173 | 7,557 |
Property and equipment, net | 2,705 | 2,113 |
Right of use asset - operating leases | 5,290 | 3,671 |
Intangible assets-Soin, net | 20,033 | 268 |
Intangible assets, net | 740 | 268 |
Note receivable, net | 8,974 | 0 |
Marketable securities | 315 | 0 |
Deposits and other assets | 266 | 1,556 |
Other assets from discontinued operations | 0 | 2 |
Total assets | 46,756 | 15,165 |
Liabilities: | ||
Accounts payable | 6,699 | 5,071 |
Accrued liabilities - other | 4,283 | 5,232 |
Accrued liability - California sales taxes | 6,264 | 6,022 |
Lease obligation short term - operating leases | 1,632 | 1,304 |
Short term debt | 4,553 | 288 |
Current portion of note payable | 274 | 261 |
Related party note | 233 | 1,000 |
Current liabilities from discontinued operations | 0 | 195 |
Total current liabilities | 23,938 | 19,373 |
Lease obligation long term - operating leases | 3,816 | 2,470 |
Notes payable - long term portion | 1,339 | 1,318 |
Deferred income taxes, net | 195 | 0 |
Long-term portion related party note payable | 605 | 0 |
Other noncurrent liabilities | 46 | 680 |
Total liabilities | 29,939 | 23,841 |
Commitments and Contingencies (Note 17) | ||
Stockholders' equity (deficit): | ||
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 3,150,230 and 2,847,410 shares issued and outstanding at December 31, 2022 and at January 1, 2022, respectively | 2 | 2 |
Additional paid in capital | 45,748 | 45,743 |
Accumulated deficit | (42,822) | (53,804) |
Accumulated other comprehensive loss | (621) | (617) |
Total stockholders' equity (deficit) | 2,307 | (8,676) |
Total liabilities and stockholders' equity (deficit) | 46,756 | 15,165 |
Series S | ||
Mezzanine equity [Abstract] | ||
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 and 0 shares issued and outstanding at December 31, 2022 and January 1, 2022, respectively | 14,510 | |
Series A-1 | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock, series A-1 - par value $0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at December 31, 2022 andJanuary 1, 2022, respectively | 0 | 0 |
Soin Therapeutics LLC [Member] | ||
Assets | ||
Intangible assets-Soin, net | 19,293 | 0 |
Continuing Operations | ||
Assets | ||
Inventories | 366 | 1,104 |
Property and equipment, net | $ 2,705 | $ 2,111 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Jan. 01, 2022 |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares issued (in shares) | 222,588 | 238,729 |
Convertible preferred stock, outstanding shares (in shares) | 222,588 | 238,729 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued shares (in shares) | 3,150,230 | 2,847,410 |
Common stock, outstanding shares (in shares) | 3,150,230 | 2,847,410 |
Series S [Member] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Convertible preferred stock, shares issued (in shares) | 100,000 | 0 |
Convertible preferred stock, outstanding shares (in shares) | 100,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Revenues | $ 39,611,000 | $ 40,022,000 |
Cost of revenues | 31,992,000 | 31,154,000 |
Gross profit | 7,619,000 | 8,868,000 |
Operating expenses: | ||
Selling, general and administrative expenses | 11,790,000 | 12,089,000 |
Total Operating Expenses | 11,790,000 | 12,089,000 |
Operating loss | 5,247,000 | (16,771,000) |
Other income (expense): | ||
Gain on debt settlement | 0 | 1,799,000 |
Interest expense, net | (489,000) | (773,000) |
Gain (loss) on litigation settlement | 942,000 | (1,950,000) |
Gain on settlement of vendor advance payments | 0 | 952,000 |
Gain on reversal of contingent liabilities | 637,000 | 0 |
Unrealized loss on marketable securities | (631,000) | 0 |
Other income, net | 630,000 | 152,000 |
Total other income, net | 1,089,000 | 180,000 |
Loss before benefit from income taxes | (3,082,000) | (3,041,000) |
Income tax (benefit) provision | (6,671,000) | 273,000 |
Net income (loss) from continuing operations | 3,589,000 | (3,314,000) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent, Total | 7,403,000 | (13,573,000) |
Net income (loss) | $ 10,992,000 | $ (16,887,000) |
Income (loss) per share: | ||
Net income (loss) per share from continuing operations, basic | $ 1.14 | $ (1.25) |
Net income (loss) per share from continuing operations, diluted | 1.14 | (1.25) |
Net income (loss) per share from discontinued operations, basic | 2.35 | (5.11) |
Net income (loss) per share from discontinued operations, diluted | 2.35 | (5.11) |
Net income (loss) per share, basic | 3.49 | (6.35) |
Net income (loss) per share, diluted | $ 3.49 | $ (6.35) |
Weighted average common shares outstanding: | ||
Basic | 3,150,230 | 2,658,686 |
Diluted | 3,150,230 | 2,658,686 |
Net income (loss) | $ 10,992,000 | $ (16,887,000) |
Other comprehensive loss, net of tax | ||
Effect of foreign currency translation adjustments | (4,000) | (29,000) |
Total other comprehensive loss, net of tax | (4,000) | (29,000) |
Comprehensive income (loss) | 10,988,000 | (16,916,000) |
Continuing Operations | ||
Operating expenses: | ||
Operating loss | (4,171,000) | (3,221,000) |
Other income (expense): | ||
Income tax (benefit) provision | 6,700,000 | |
Net income (loss) from continuing operations | 3,589,000 | (3,314,000) |
Discontinued Operations | ||
Revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Selling, general and administrative expenses | 10,000 | 3,764,000 |
Total Operating Expenses | (9,418,000) | 13,550,000 |
Operating loss | 9,418,000 | (13,550,000) |
Other income (expense): | ||
Gain on debt settlement | 0 | 73,000 |
Interest expense, net | 0 | 0 |
Other income, net | 144,000 | (96,000) |
Total other income, net | 144,000 | (23,000) |
Income tax (benefit) provision | 2,200,000 | 0 |
Income tax provision for discontinued operations | 2,159,000 | 0 |
Income (loss) from discontinued operations | $ 9,562,000 | $ (13,573,000) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series A Preferred | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Deficit |
Beginning balance at Jan. 02, 2021 | $ 2,366 | $ 2 | $ 39,869 | $ (36,917) | $ (588) | |
Beginning balance, shares at Jan. 02, 2021 | 259,729 | 1,829,982 | ||||
Other comprehensive loss | (29) | (29) | ||||
Share based compensation | 303 | 303 | ||||
Series A-1 preferred converted, Shares | (21,000) | 420,000 | ||||
Stock option exercise | $ 27 | 27 | ||||
Stock option exercise, Shares | 6,000 | 6,000 | ||||
Shares issued | $ 5,544 | 5,544 | ||||
Shares issued, shares | 571,428 | |||||
Net income (loss) | (16,887) | (16,887) | ||||
Ending balance at Jan. 01, 2022 | (8,676) | $ 2 | 45,743 | (53,804) | (617) | |
Ending balance, shares at Jan. 01, 2022 | 238,729 | 2,827,410 | ||||
Other comprehensive loss | (49) | (8) | (41) | |||
Share based compensation | 4 | 4 | ||||
Net income (loss) | 1,211 | 1,211 | ||||
Ending balance at Apr. 02, 2022 | (7,510) | $ 2 | 45,747 | (52,601) | (658) | |
Ending balance, shares at Apr. 02, 2022 | 238,729 | 2,827,410 | ||||
Beginning balance at Jan. 01, 2022 | (8,676) | $ 2 | 45,743 | (53,804) | (617) | |
Beginning balance, shares at Jan. 01, 2022 | 238,729 | 2,827,410 | ||||
Other comprehensive loss | (14) | (10) | (4) | |||
Share based compensation | 5 | 5 | ||||
Series A-1 preferred converted, Shares | (16,141) | 322,820 | ||||
Net income (loss) | 10,992 | 10,992 | ||||
Ending balance at Dec. 31, 2022 | 2,307 | $ 2 | 45,748 | (42,822) | (621) | |
Ending balance, shares at Dec. 31, 2022 | 222,588 | 3,150,230 | ||||
Beginning balance at Apr. 02, 2022 | (7,510) | $ 2 | 45,747 | (52,601) | (658) | |
Beginning balance, shares at Apr. 02, 2022 | 238,729 | 2,827,410 | ||||
Other comprehensive loss | 41 | 41 | ||||
Series A-1 preferred converted, Shares | (16,141) | 322,820 | ||||
Net income (loss) | 10,687 | 10,687 | ||||
Ending balance at Jul. 02, 2022 | 3,219 | $ 2 | $ 45,747 | $ (41,914) | $ (617) | |
Ending balance, shares at Jul. 02, 2022 | 222,588 | 3,150,230 | ||||
Net income (loss) | (2,074) | |||||
Ending balance at Oct. 01, 2022 | $ 1,145 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 10,992,000 | $ (16,887,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 557,000 | 4,192,000 |
Amortization of debt issuance costs | 31,000 | 9,000 |
Gain on Payroll Protection Program loan forgiveness | 0 | (1,872,000) |
Accretion of note receivable discount | (387,000) | 0 |
Stock based compensation expense | 5,000 | 303,000 |
Gain on reversal of contingency loss | (637,000) | 0 |
Impairment charges | 0 | 9,786,000 |
Gain on sale of GeoTraq | (9,428,000) | 0 |
Unrealized loss on marketable securities | 631,000 | 0 |
Gain on settlement of vendor advance payments | 0 | (952,000) |
Amortization of right-of-use assets | 55,000 | (24,000) |
Change in deferred income taxes | (4,589,000) | 0 |
Gain on sale of property | 0 | 0 |
Loss on litigation settlement | 1,009,000 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (3,702,000) | (620,000) |
Inventories | 738,000 | 421,000 |
Prepaid expenses and other current assets | 653,000 | (287,000) |
Income taxes receivable | 0 | 196,000 |
Other assets | 1,281,000 | (1,399,000) |
Accounts payable and accrued expenses | (265,000) | 1,842,000 |
Net cash used in operating activities | (3,056,000) | (5,292,000) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (808,000) | (1,659,000) |
Proceeds from the sale of property and equipment | 0 | 3,000 |
Purchase of intangible assets | (701,000) | (65,000) |
Net cash used in investing activities | (1,509,000) | (1,721,000) |
FINANCING ACTIVITIES: | ||
Proceeds from note payable | 16,837,000 | 1,835,000 |
Payment on related party note | (162,000) | 0 |
Proceeds from issuance of short term notes payable | 708,000 | 795,000 |
Payments on short term notes payable | (722,000) | (651,000) |
Proceeds from equity financing, net | 0 | 5,544,000 |
Payments on notes payable | (12,682,000) | (182,000) |
Proceeds from stock option exercise | 0 | 27,000 |
Net cash provided by financing activities | 3,979,000 | 7,368,000 |
Effect of changes in exchange rate on cash and cash equivalents | (4,000) | (29,000) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (590,000) | 326,000 |
CASH AND CASH EQUIVALENTS, beginning of period | 705,000 | 379,000 |
CASH AND CASH EQUIVALENTS, end of period | 115,000 | 705,000 |
Supplemental cash flow disclosures: | ||
Noncash recognition of new leases | 4,000,000 | 1,700,000 |
Interest paid | 407,000 | 475,000 |
Income taxes paid, net | $ 108,000 | $ 40,000 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying consolidated financial statements include the accounts of JanOne Inc., a Nevada corporation, and its subsidiaries (collectively, the “Company” or “JanOne”). The Company has three operating segments – Biotechnology, Recycling, and Technology. In connection with the sale of GeoTraq (see Note 27), the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. During September 2019, JanOne, through its biotechnology segment, broadened its business perspectives to become a pharmaceutical company focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. ARCA Recycling, Inc. (“ARCA Recycling”) is the Company’s Recycling segment and provides turnkey recycling services for electric utility energy efficiency programs in the United States. ARCA Canada Inc. (“ARCA Canada”) provides turnkey recycling services for electric utility energy efficiency programs in Canada. Customer Connexx, LLC (“Connexx”) provides call center services for ARCA Recycling and ARCA Canada. On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VM7 Corporation, a Delaware corporation (the “Buyer”), under which the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, (b) Connexx, and (c) ARCA Canada (collectively, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement (the “Disposition Transaction”) was consummated simultaneously with the execution of the Purchase Agreement. Our Board of Directors unanimously approved the Purchase Agreement and the Disposition Transaction. The economic aspects of the Disposition Transaction are: (i) we reduced the liabilities on our consolidated balance sheets by approximately $ 17.6 million (excluding those related to the California Business Fee and Tax Division, as discussed below); (ii) we will receive not less than $ 24.0 million in aggregate monthly payments from the Buyer, which payments are subject to potential increase due to the Subsidiaries’ future performance; and (iii) during the next five years, we may request that the Buyer prepay aggregate monthly payments in the aggregate amount of $ 1 million. We also received one thousand dollars for the equity of each of the Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. The Buyer will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Subsidiaries to the Seller on or after March 19, 2023. The preliminary gain calculation of the gain on disposition is approximately $ 9.7 million. The Buyer may prepay, at any time and in total, the estimated aggregate of the future monthly payments. That amount will be an amount equal to the then-present value of the estimated future monthly payments, discounted at the rate of 5 % per annum (the “Prepayment Price”). Furthermore, the Buyer will be required to pay the Prepayment Price upon the earliest of (i) Mr. Johnson holding less than 75 % of the capital stock of the Buyer, (ii) the Buyer selling substantially all of its assets, (iii) the Buyer holding less than 50 % of the capital stock of the Subsidiaries, or (iv) the Subsidiaries selling substantially all of their respective assets. Upon payment of the Prepayment Price, Buyer will have no further purchase price payment obligations to the Seller. Additional terms of the Disposition Transaction are: (i) we have the right to appoint one member of the Buyer’s board of directors until the sooner of the Buyer having paid the Prepayment Price or having tendered all of the monthly payments; (ii) Mr. Johnson’s annual salary as Chief Executive Officer of the Buyer shall be $ 400,000 , prorated, for the remainder of the 2023 calendar year, and then adjusted annually to an amount equal to 1 % of the Subsidiaries’ aggregate gross revenues, until the sooner of the Buyer having paid the Prepayment Price or having tendered all of the monthly payments; and (iii) we will receive additional payments from the Buyer (that are not related to the on-going monthly payments) that relate to certain taxing agency issues. Upon settlement of the continuing dispute between ARCA and the California Business Fee and Tax Division (as to which settlement, there can be no assurance), ARCA will pay to us 50 % of the amount of the reduction between the current assessment and any such settlement. The payment will be memorialized by a three-year promissory note with interest at five percent per annum. The first payment under the note will be on the last day of the Buyer’s fiscal year in which the settlement occurs and the remaining payments each year thereafter. If ARCA receives a refund from the agency for payments previously made, it shall pay to us an amount equivalent to 25 % of such refund after reduction for the legal fees payable to counsel for this proceeding. ARCA and Connexx are due to receive from the Internal Revenue Service two payments in the aggregate amount of approximately $ 931,000 in connection with the Employee Retention Credit provisions of the Coronavirus Aid, Relief, and Economic Security Act and the Taxpayer Certainty and Disaster Tax Relief Act of 2020. Those payments are to be tendered to us within 10 days of receipt by ARCA or Connexx. To secure the Buyer’s obligations under the Purchase Agreement and pursuant to a Stock and Membership Interests Pledge Agreement dated March 19, 2023 (the “Pledge Agreement”), Mr. Johnson pledged to us all of the capital stock in the Buyer (the “Buyer’s Capital Stock”) and the Buyer pledged to us all of the equity interests of the Subsidiaries (the “Subject Securities”). Under the terms of the Pledge Agreement, upon an Event of Default (as defined in the Pledge Agreement), among other remedies in our favor, we may foreclose on any or all of the Buyer’s Capital Stock and the Subject Securities. We may also cause the ownership of the Buyer’s Capital Stock and of the Subject Securities to be transferred to us automatically, pursuant to an irrevocable transfer entered in our favor, as referenced in the Pledge Agreement. In the event of an automatic transfer, all of the monthly payments previously made by the Buyer pursuant to the terms of the Purchase Agreement will then be characterized as contributions to the capital of the Company without dilution of the Company’s capital stock. The parties have made customary representations, warranties, covenants, and indemnities in connection with the Disposition Transaction. The Purchase Agreement contains certain representations and warranties that the parties made to each other as of the date of the Purchase Agreement or such other date as explicitly referenced therein. Information concerning the subject matter of the representations and warranties may change after March 19, 2023, and subsequent information may or may not be fully reflected in JanOne’s public disclosures. For the foregoing reasons, the representations and warranties contained in the Purchase Agreement should not be relied upon as statements of factual information. GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended January 1, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets . GeoTraq is being presented as a discontinued operation (see Note 27). As discussed previously, the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. The Company reports on a 52- or 53-week fiscal year. The Company's 2022 fiscal year (“2022”) ended on December 31, 2022, and our fiscal year (“2021”) ended on January 1, 2022. Going concern The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business, however, the issues described below raise substantial doubt about the Company’s ability to do so. The Company currently faces a challenging competitive environment and is focused on improving its overall profitability, which includes managing expenses. The Company reported a net income from continuing operations of approximately $ 3.6 million for the year ended December 31, 2022 , primarily due to a tax benefit accrued from as a result of the Soin merger (see Note 3), and a net loss from continuing operations of approximately $ 3.3 million for the fiscal year ended January 1, 2022. Additionally, as of December 31, 2022 , the Company has total current assets of approximately $ 9.2 million and total current liabilities of approximately $ 23.9 million resulting in a net negative working capital of approximately $ 14.8 million. Cash used in operations was approximately $ 3.1 million. Additionally, stockholders' equity, as of December 31, 2022 , is approximately $ 2.3 million, which is below Nasdaq's compliance threshold of $ 2.5 million. The Company intends to fund operations by using cash on hand, monthly receipts in connection with the sale of its Subsidiaries, and funds received from approved Employee Retention Credits (“ERC’s”). Debt recorded, as of December 31, 2022, belongs to the Subsidiaries, and will no longer be the responsibility of the Company as of the date of sale. The Company intends to raise funds to support future development of JAN 123 either through capital raises or structured arrangements. However, the success of such funding cannot be assured. The ability of the Company to continue as a going concern is dependent upon the success of future capital raises or structured settlements to fund the required testing to obtain FDA approval of JAN 123, as well as to fund its day-to-day operations. Such approval is contingent on several factors and no assurance can be provided that approval will be obtained. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. While the Company will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured or FDA approvals will be obtained . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly report amounts under current operations and discontinued operations (see Note 26). Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the fair values in connection with the GeoTraq promissory note, analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of long-term debt at December 31, 2022 and January 1, 2022 approximate fair value. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. Trade Receivables and Allowance for Doubtful Accounts The Company carries unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company writes off trade receivables when it deems them to be uncollectible. The Company records recoveries of trade receivables previously written off when we receive them. The Company considers a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days. The Company does not charge interest on past due receivables. The Company had no allowance for doubtful accounts for the years ended December 31, 2022 and January 1, 2022 . Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value. The Company provides estimated provisions for the obsolescence of our appliance inventories, including adjustment to market, based on various factors, including the age of such inventory and management’s assessment of the need for such provisions. The Company looks at historical inventory aging reports and margin analyses in determining its provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. The Company does no t have a reserve for obsolete inventory at December 31, 2022 and January 1, 2022 . Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are 3 to 30 years , transportation equipment is 3 to 15 years , machinery and equipment are 5 to 10 years , furnishings and fixtures are 3 to 5 years , and office and computer equipment are 3 to 5 years . The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable, or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including its intention with respect to maintaining its facilities, and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, intangible assets subject to amortization, shall be reviewed for impairment in accordance with the Impairment or Disposal of Long-Lived Assets in ASC 360, Property, Plant, and Equipment . Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to its carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the Company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. The Company’s intangible assets consist of trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, computer software, patent USPTO reference No. 10,182,402, and designs and related manufacturing procedures. In connection with the Soin merger (see Note 3), intangible assets consist of three patents pending, orphan drug status for Naltrexone, as granted by the FDA, and the formula for Naltrexone. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. For the year ended January 1, 2022 , the Company took an impairment charge for the full unamortized balance, in the amount of approximately $ 9.8 million, of its GeoTraq intangible (see Note 9 below). The Company took no impairment charges for the year ended December 31, 2022 . Revenue Recognition Biotechnology Revenue The Company currently generates no revenue from its Biotechnology segment. Recycling Revenue The Company provides replacement appliances and provides appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. The Company receives, as part of our de-manufacturing and recycling process, revenue from scrap dealers for refrigerant, steel, plastic, glass, copper and other residual items. The Company accounts for revenue in accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers . Under the revenue standard revenue is recognized as follows: The Company determines revenue recognition utilizing the following steps: a. Identification of the contract, or contracts, with a customer, b. Identification of the performance obligations in the contract, c. Determination of the transaction price, d. Allocation of the transaction price to the performance obligations in the contract, and e. Recognition of revenue when, or as, we satisfy a performance obligation. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product or service based on its relative standalone selling price. The product or service price as specified on the contract is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances. Recycling Services and Byproduct Revenue The Company generates revenue by providing pickup and recycling services. The Company recognizes revenue at the point in time when we have picked up a to be recycled appliance and transfer of ownership has occurred, and therefore the Company's performance obligations are satisfied, which typically occur upon pickup from the Company's end user’s home. The Company generates other recycling byproduct revenue (the sale of copper, steel, plastic and other recoverable non-refrigerant byproducts) as part of its de-manufacturing process. The Company recognizes byproduct revenue upon delivery and transfer of control of byproduct to a third-party recycling customer, having a mutually agreed upon price per pound and collection reasonably assured. Transfer of control occurs at the time the customer is in possession of the byproduct material. Revenue recognized is a function of byproduct weight, type and in some cases volume of the byproduct delivered multiplied by the market rate as quoted. Recycling Services and Byproduct revenue was $ 23.2 million and $ 21.6 million for the years ended December 31, 2022 and January 1, 2022, respectively. Replacement Appliances Revenue The Company generates revenue by providing replacement appliances. The Company recognizes revenue at the point in time when control over the replacement product is transferred to the end user, when its performance obligations are satisfied, which typically occur upon delivery from the Company's center facility and installation at the end user’s home. Replacement Appliances revenue was $ 16.3 million and $ 18.4 million for the years ended December 31, 2022 and January 1, 2022, respectively. Contract Liability Receivables are recognized in the period the Company ships the product, or provides the service. Payment terms on invoiced amounts are based upon contractual terms with each customer. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes a contract liability as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met and any constraints have been resolved. The Company defers recording product costs until recognition of the related revenue occurs. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has concluded that no material costs have been incurred to obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts, meet the capitalization criteria, and, as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at December 31, 2022 or January 1, 2022. Other: a. Taxes collected from customers and remitted to government authorities and that are related to sales of our products are excluded from revenues. b. Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in Selling, General and Administrative expense. c. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed. Revenue recognized for Company contracts - approximately $ 35.0 million and $ 40.0 million for the years ended December 31, 2022 and January 1, 2022, respectively. Byproduct revenue is non-contract revenue and amounts for Byproduct revenue have been excluded from Revenue recognized for Company contracts for all periods presented. Technology Revenue The Company generates no revenue from its Technology segment. GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended January 1, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets . GeoTraq is being presented as a discontinued operation (see Note 27). As discussed previously, the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense was none and approximately $ 6,000 for the years ended December 31, 2022 and January 1, 2022 , respectively. Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Lease Accounting The Company accounts for leases in accordance with ASC 842 - Leases This accounting standard requires all lessees to record the impact of leasing contracts on the balance sheet as a right to use asset and corresponding liability. This is measured by taking the present value of the remaining lease payments over the lease term and recording a right to use asset (“ROU”) and corresponding lease obligation for lease payments. Rent expense is realized on a straight-line basis and the lease obligation is amortized based on the effective interest method. The amounts recognized reflect the present value of remaining lease payments for all leases that have a lease term greater than 12 months. The discount rate used is an estimate of the Company’s incremental borrowing rate based on information available at lease commencement. In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company uses an estimate of its incremental borrowing rate based on information available at lease commencement in determining the present value of lease payments. The Company leases warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2025 with various renewal options for additional periods. The agreements, which have, and continue to be, classified as operating leases, generally provide for base rent, and require us to pay all insurance, taxes and other maintenance costs. The Company’s operating leases are exclusively for building space in the different cities in which the Company operates. The lease terms typically last from 2 - 5 years with some being longer or shorter depending on needs of the business and the lease partners. The Company has also engaged in month-to-month leases for parking spaces that the Company has elected to expense as incurred. Our lease agreements do not include variable lease payments. Our lessors do offer options to extend lease terms as leases expire and management evaluates against current rental markets and other strategic factors in making the decision to renew. When leases are within 6 months of being renewed, management will estimate probabilities of renewing for an additional term based on market and strategic factors and if the probability is more likely than not that the lease will be renewed, the financials will assume the lease is renewed under the lease renewal option. The Company's operating leases do not contain residual value guarantees, and do not contain restrictive covenants. The Company currently has one sublease in Ontario, Canada. Leases accounted for under ASC 842 were determined based on analysis of the lease contracts using lease payments and timing as documented in the contract. Non-lease contracts were also evaluated to understand if the contract terms provided for an asset that the Company controlled and provided us with substantially all the economic benefits. The Company did not observe any contracts with embedded leases. Lease contracts were reviewed, and distinctions made between non lease and lease payments. Only payments related to the lease of the asset were included in lease payment calculations. Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. Foreign Currency The financial statements of the Company’s non-U.S. subsidiary are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Under ASC 830, if the assets and liabilities of the Company are recorded in certain non-U.S. functional currencies other than the U.S. dollar, they are translated at rates of exchange at year end. Revenue and expense items are translated at the average monthly exchange rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive loss. Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has three reportable segments (see Note 24). Concentration of Credit Risk The Company maintains cash balances at several banks in several states including, California, Minnesota and Nevada. Accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per institution. At times, balances may exceed federally insured limits. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13 is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on our Consolidated Financial Statements and related disclosures. |
Mergers and Acquisitions
Mergers and Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | Note 3: Mergers and Acquisitions Soin Pharmaceuticals Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The product is being developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. At present, there are no truly effective treatments for CRPS. Because of the relatively small number of patients afflicted with CRPS, the FDA has granted Orphan Drug Designation for any product approved for treatment of CRPS. This designation will provide the Company with tax credits for its clinical trials, exemption of user fees, and the potential of seven years of market exclusivity following approval. In addition, development of orphan drugs currently also involves smaller trials and quicker times to approval, given the limited number of patients available to study. However, there can be no assurance that the product will receive FDA approval or that it will result in material sales. In anticipation of the closing of the merger, the Company formed a merger subsidiary known as STI Merger Sub, Inc., a Delaware corporation (our “Merger Sub”), and designated a series of 200,000 shares of its preferred stock, stated value of $ 300.00 per share (the “Series S Convertible Preferred Stock” or the “Series S Stock”) (see Note 19). The acquisition was memorialized by an Agreement and Plan of Merger, dated as of December 28, 2022 (the “Merger Agreement”), by and among STLLC, Amol Soin, M.D., the sole stockholder of STLLC (“Dr. Soin”), the Company's Merger Sub, and us. For not less than six months after the closing and potentially up to approximately one year from the closing, Dr. Soin will remain the Company's Chief Medical Officer. At the closing of the merger, (i) our Merger Sub merged with and into STLLC with STLLC as the surviving entity and (ii) the Company issued 100,000 shares of its Series S Stock to Dr. Soin. This all-stock transaction has an initial value of $ 13,000,000 , potentially increasing by an additional $ 17,000,000 to up to a total value of $ 30,000,000 , depending on revenues generated by the STLLC product. Dr. Soin agreed to certain restrictions on the maximum number of shares of Series S Stock that he may ultimately keep or that he may convert into shares of our common stock or sell into the public markets at any given time: (i) Dr. Soin may not convert shares of Series S Stock into shares of the Company's common stock in an amount such that, upon any such conversion, he beneficially own shares of the Company's common stock in excess of 4.99 % of the Company's then-outstanding common stock and (ii) during the five-year period that commences on the date that Dr. Soin is first eligible to convert any shares of Series S Stock into shares of the Company's common stock, he will not dispose of any of such shares into the public markets in an amount that exceeds five percent of the daily trading volume of the Company's common stock during any trading day. Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $ 10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $ 17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. At the completion of the merger, the Company performed a screen test, as defined in ASC 805 (“ Business Combinations”) , to determine whether the Soin Pharmaceutical merger was considered a business combination or an asset acquisition. The results of the screen test revealed that substantially all of the fair value was concentrated in a group of similar assets, and that the assets did not possess the inputs, outputs, nor processes required to be considered a business, as defined in ASC 805. Consequently, no goodwill was recognized as part of this transaction. The fair value of the Series S Stock issued in connection with the merger, as valued by a third-party, independent, valuation firm was approximately $ 14.5 million. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized. Consequently, the Company has recorded the assets as intangible assets on its consolidated balance sheets. In addition, the Company recognized a deferred tax liability of $ 4.8 million. The total value of the intangible assets purchased is $ 19.3 million. The Company will amortize the intangible assets ratably over a 10-year period (see Note 9). Because of certain conversion features of the Series S Stock that place redemption of these shares outside the control of the Company, the Series S Stock will be presented as mezzanine equity on the Company's consolidated balance sheets. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Trade and Other Receivables | Note 4: Trade and other receivables The Company's trade and other receivables are as follows (in $000's): December 31, 2022 January 1, 2022 Trade receivables, net $ 7,312 $ 6,105 Factored accounts receivable — ( 2,194 ) Prestige Capital reserve receivable — 172 Other receivables 610 137 Trade and other receivables, net $ 7,922 $ 4,220 Trade accounts receivable $ 5,497 $ 4,449 Un-billed trade receivables 1,815 1,656 Total trade receivables, net $ 7,312 $ 6,105 Prestige Capital On March 26, 2018, Appliance Recycling Centers of America, Inc. (“ARCA”) entered into a purchase and sale agreement with Prestige Capital Corporation (“Prestige Capital”), whereby from time to time ARCA can factor certain accounts receivable to Prestige Capital up to a maximum advance and outstanding balance of $ 7.0 million. Discount fees ultimately paid depend upon how long an invoice and related amount is outstanding from ARCA’s customer. Prestige Capital has been granted a security interest in all ARCA accounts receivable. The term of the purchase and sale agreement is six months from March 26, 2018, and is automatically extended for successive six month periods unless cancelled by either party under the terms of the agreement. On September 26, 2022, in connection with ARCA Recycling's refinancing with Gulf Coast Bank and Trust Company (see Note 16), the Company terminated the agreement. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note Receivable | Note 5: Note receivable ApplianceSmart On December 30, 2017, the Company sold its retail appliance segment, ApplianceSmart, Inc. (“ApplianceSmart”) to ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, a related party, pursuant to a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser purchased from the Company all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $ 6.5 million. On April 25, 2018, the Purchaser delivered to the Company a promissory note (the “ApplianceSmart Note”) in the original principal amount of approximately $ 3.9 million. On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. Consequently, the Company recorded an impairment charge of approximately $ 3.0 million for the amount owed by ApplianceSmart to the Company as of December 28, 2019. On October 13, 2021, a hearing was held to consider approval of a disclosure statement filed by ApplianceSmart in conjunction with its bankruptcy proceedings. On December 14, 2021, a hearing was held to confirm ApplianceSmart’s plan for reorganization (the “Plan”). On January 10, 2022, ApplianceSmart paid $ 25,000 to JanOne in settlement of its debt, as provided for in the confirmed Plan, and the ApplianceSmart Note was reversed. A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. The outstanding balance of the ApplianceSmart Note at December 31, 2022 and January 1, 2022 was $ 0.00 and approximately $ 3.0 million, respectively, exclusive of the impairment charge. GeoTraq On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc. (“SPYR”), pursuant to which the Company sold to SPYR substantially all of the assets and none of the specified liabilities of GeoTraq, as discussed in Note 27 below. In connection with the Purchase Agreement, SPYR delivered to the Company a five-year Promissory Note in the initial principal amount of $ 12.6 million. The Promissory Note bears simple interest at the rate of 8 % per annum, provides quarterly interest payments due on the first day of each calendar quarter, and may be prepaid at any time without penalty. Interest payments may be remitted in either restricted shares of common stock of SPYR, or in cash. The Promissory Note matures on May 24, 2027. For the year ended December 31, 2022 , the Company recorded an accrued receivables aggregating approximately $ 610,000 in interest income related to Promissory Note. As of December 31, 2022 , no interest payments had been received in connection with the Asset Purchase Agreement. SPYR is reviewing options to issue shares permitting it to remain in compliance with the Asset Purchase Agreement and not violate rules as set forth by the SEC. Any future shares of SPYR stock issued to the Company will be restricted. On March 15, 2023, the Company received 550 shares of SPYR's Series G Preferred stock in payment for the accrued interest receivable as of December 31, 2022 . However, because the value of SPYR's stock price had decreased significantly between the time the interest was accrued and when it was paid, and because the interest was paid in stock, the Company reversed approximately $ 517,000 of the $ 610,000 accrued. In connection with the asset sale, the Company engaged a third-party valuation firm to assess the fair value of the consideration received. Based on the valuation, the Promissory Note (“Note”) was valued at approximately $ 11.3 million. The amount of the discount, or approximately $ 1.3 million, has been recorded as an offset to the principal amount of the Note, and will be accreted ratably to interest income over the term of the Note. At December 31, 2022, the Company reviewed the original valuation of the Promissory Note to determine if the original 10.5 % used to discount the Note was appropriate . In connection with this review, the Company determined that the discount rate should be revised to 14.5 %. Consequently, the Company took a $ 1.85 million charge against income in its restatement of the 13 and 26 weeks ended July 2, 2022, as discussed previously. Further, the Company recorded an additional $ 813,000 charge against income for the year ended December 31, 2022 due to SPYR's declining financial trends. The balance appearing on the Company's consolidated balance sheets represents the principal balance of the Promissory Note, net of the discount balance. During the fiscal years ended December 31, 2022 and January 1, 2022 , approximately $ 387,000 and $ 0.00 , respectively, of the discount was recorded as interest income. As of December 31, 2022 , the net principal balance on the Note was approximately $ 9.0 million . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6: Inventory Inventories, consisting principally of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value, and consist of the following (in $000's): December 31, 2022 January 1, 2022 Appliances held for resale $ 366 $ 1,104 Inventory from continuing operations 366 1,104 Inventory from discontinued operations — 105 Total inventory $ 366 $ 1,209 The Company provides estimated provisions for the obsolescence of its appliance inventories, as necessary, including adjustments to net realizable value, based on various factors, including the age of such inventory and management’s assessment of the need for such provisions. The Company looks at historical inventory aging reports and margin analyses in determining its provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. No provision for obsolescence was recorded during the years ended December 31, 2022, or January 1, 2022 . |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Note 7: Prepaids and other current assets Prepaids and other current assets consist of the following (in $000's): December 31, 2022 January 1, 2022 Prepaid insurance $ 465 $ 493 Prepaid rent — 180 Prepaid other 305 750 Total prepaids and other current assets $ 770 $ 1,423 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 8: Property and equipment Property and equipment consist of the following (in $000's): Useful Life December 31, 2022 January 1, 2022 Buildings and improvements 3 - 30 $ 85 $ 80 Equipment 3 - 15 3,915 3,597 Projects under construction 1,447 851 Property and equipment 5,447 4,528 Less accumulated depreciation ( 2,742 ) ( 2,417 ) Total property and equipment, net, from continuing operations 2,705 2,111 Property and equipment, net, from discontinued operations — 2 Total property and equipment, net $ 2,705 $ 2,113 Depreciation expense was approximately $ 328,000 and $ 192,000 for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. Equipment Financing Agreement On March 25, 2021, ARCA Recycling entered into a Master Equipment Finance Agreement (collectively, the “Equipment Finance Agreement”) with KLC Financial, Inc. (“KLC”). Under the terms of the Equipment Finance Agreement, KLC has agreed to make loans to ARCA Recycling secured by certain equipment purchased or to be purchased by ARCA Recycling on terms set forth or to be set forth in schedules to the Equipment Finance Agreement. Under the terms of Schedule No. 01 (the “Initial Loan”), KLC has agreed to loan ARCA Recycling approximately $ 1.8 million secured by existing equipment of and new equipment to be purchased by ARCA Recycling. ARCA Recycling will make monthly payments of $ 31,000 , inclusive of principal and interest, over a period of five years , at which time it is intended that the Initial Loan will be repaid in full. The Initial Loan bears interest at 7.59 % per annum. KLC will have a first priority security interest over, among other things, all equipment identified in the schedules. The Initial Loan is guaranteed by Virland Johnson, the Chief Financial Officer of JanOne and Chief Financial Officer and Secretary of ARCA Recycling. The Equipment Finance Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default for transactions of this nature. On September 26, 2022, ARCA Recycling, Inc. entered into a series of agreements with Gulf Coast Bank and Trust Company to refinance its existing credit facility with Prestige Capital (see Note 16). On May 4, 2022, ARCA Recycling entered into a second Equipment Finance Agreement with KLC. Under the terms of the Equipment Finance Agreement, KLC has agreed to make loans to ARCA Recycling secured by certain equipment purchased or to be purchased by ARCA Recycling on terms set forth or to be set forth in schedules to the Equipment Finance Agreement. Under the terms of Schedule No. 01 (“Second Loan”), KLC has agreed to loan ARCA Recycling an additional $ 366,280 secured by existing equipment and new equipment to be purchased by ARCA Recycling. ARCA Recycling will make an advance payment of $ 7,665 , and then monthly payments of $ 7,665 , inclusive of principal and interest, which is not specifically stated in the agreement, over a period of five years , at which time it is intended that the Second Loan will be repaid in full. KLC will have a first priority security interest over, among other things, all equipment identified in the schedules. The Second Loan is personally guaranteed by Virland Johnson, the Chief Financial Officer of JanOne and Chief Financial Officer and Secretary of ARCA Recycling. The Equipment Finance Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default for transactions of this nature (see Note 16). |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9: Intangible assets Intangible assets as of consist of the following (in $000's): December 31, 2022 January 1, 2022 Soin intangibles $ 19,293 $ — Patents and domains 23 23 Computer software 5,245 4,559 Total intangible assets 24,561 4,582 Less accumulated amortization ( 4,528 ) ( 4,314 ) Total intangible assets, net $ 20,033 $ 268 Intangible amortization expense for continuing operations was approximately $ 229,000 and $ 4.0 million, respectively, for the fiscal years ended December 31, 2022 and January 1, 2022. Soin Intangible Assets Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized. The Company will amortize the intangible assets ratably over a 10-year period (see Note 3). GeoTraq Intangible Asset During the fiscal year ended January 1, 2022, the Company determined that long-term revenue projections for the Technology segment would be unattainable, and, as such, performed a qualitative assessment of the GeoTraq intangible asset, in accordance with ASC 350-30, General intangibles other than goodwill . The triggering events for this assessment were 1) its history of negative cash flows and operating losses since acquisition, 2) no foreseeable revenues during the final three years of its useful life such that would allow for full cost recovery, and, 3) no further investment in GeoTraq is imminent due to the Company's lack of resources (human and financial). The assessment further concluded that any opportunities for investment from outside the Company was minimal due to barriers to entry, and inflationary and supply-chain-related issues. Consequently, during the year ended January 1, 2022 , the Company took a full write-down of the unamortized portion of the GeoTraq intangible asset of approximately $ 9.8 million . |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | Note 10: Marketable Securities Marketable securities consist of the following (in $000’s, except shares): Shares Amount Beginning balance, January 1, 2022 — $ — Securities received 30,000,000 946 Mark-to-market — ( 631 ) Ending balance, December 31, 2022 30,000,000 $ 315 Marketable securities reflect shares of SPYR stock received by the Company in connection with the sale of GeoTraq (see Note 27 below). Shares held are marked to fair market value as of each balance sheet date, with the resulting change recorded as an unrealized gain or loss. Unrealized loss recorded for the year ended December 31, 2022 was approximately $ 631,000 . No unrealized gain or loss on marketable securities was recorded for the year ended January 1, 2022 . |
Deposits and Other Assets
Deposits and Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Assets | Note 11: Deposits and other assets Deposits and other assets consist of the following (in $000's): December 31, 2022 January 1, 2022 Deposits $ 251 $ 1,513 Other 15 43 Total deposits and other assets $ 266 $ 1,556 During the year ended December 31, 2022 , the deposit for a refundable “deposit in lieu of bond”, in the amount of $ 1.3 million, relating to the Skybridge matter was reclassified due to settlement of this matter (see Note 17 below). The balance remaining is for refundable security deposits with landlords from which the Company leases property . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 12: Leases The Company accounts for leases in accordance with ASC 842. The amount recorded is the present value of all remaining lease payments for leases with terms greater than 12 months. The right of use asset is offset by a corresponding liability. The discount rate is based on an estimate of our incremental borrowing rate for terms similar to our lease terms at the time of lease commencement. The asset is amortized over remaining lease terms. See Lease Accounting in Note 2. Total present value of future lease payments as of December 31, 2022 (in $000's): 2023 $ 1,998 2024 1,698 2025 1,158 2026 981 2027 445 Total 6,280 Less interest ( 832 ) Present value of payments $ 5,448 During the years ended December 31, 2022 and January 1, 2022 , approximately $ 3.7 million and $ 1.5 million, respectively, was included in operating cash flow for amounts paid for operating leases. The Company obtained right-of-use assets in exchange for lease liabilities of approximately $ 4.0 million upon commencement of operating leases during the year ended December 31, 2022. The weighted average lease term for operating leases is 3.6 years and the weighted average discount rate is 8.15 %. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 13: Accrued liabilities Accrued liabilities of continuing consist of the following (in $000's): December 31, 2022 January 1, 2022 Compensation and benefits $ 767 $ 731 Contract liability 290 17 Accrued incentive and rebate checks 2,037 1,427 Accrued transportation costs* — 904 Accrued guarantees 130 767 Accrued purchase orders — 23 Accrued taxes 223 543 Accrued litigation settlement 510 680 Other 326 140 Total accrued liabilities $ 4,283 $ 5,232 *Accrued transportation costs are related to delayed billing from certain vendors. Contract liabilities rollforward The following table summarizes the contract liability activity (in $000's): Beginning balance, January 2, 2021 $ 292 Accrued 180 Settled ( 455 ) Ending balance, January 1, 2022 17 Accrued 2,109 Settled ( 1,836 ) Ending balance, December 31, 2022 $ 290 |
Accrued Liability - California
Accrued Liability - California Sales Tax | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liability - California Sales Tax | Note 14: Accrued liability – California sales tax The Company operates in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities. The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for the years 2011, 2012 and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. Consequently, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included years 2011, 2012, 2013 and extended through the nine-month period ended September 30, 2014. On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012 and 2013 in the amount of approximately $ 4.1 million plus applicable interest of approximately $ 500,000 related to the appliance replacement programs that the Company administered on behalf of its customers on which it did not assess, collect or remit sales tax. The Company has appealed this assessment to the CDTFA Appeals Bureau. The appeal remains in process. Interest continues to accrue until the matter is settled. As of December 31, 2022 and January 1, 2022 , the Company's accrued liability for California sales tax was approximately $ 6.3 million and $ 6.0 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income taxes For fiscal years ended December 31, 2022, and January 1, 2022 , the Company recorded an income tax benefit from continuing operation of approximately $ 6.7 million and an income tax provision of $ 273,000 , respectively, and an income tax provision from discontinued operations of approximately $ 2.2 million and $ 0 , respectively, which consisted of the following (in $000's): Fiscal Years Ended December 31, 2022 January 1, 2022 Current tax expense: State $ 32 $ 75 Federal 45 — Current tax expense 77 75 Deferred tax benefit - domestic ( 4,589 ) 198 Total (benefit) provision of income taxes $ ( 4,512 ) $ 273 A reconciliation of the Company's income tax benefit (provision) with the federal statutory tax rate for the fiscal years ended December 31, 2022, and January 1, 2022, respectively, is shown below: Fiscal Years Ended December 31, 2022 January 1, 2022 U.S statutory rate 21.0 % 21.0 % Federal income tax for installment sale 0.6 % 0.0 % State tax rate 5.5 % 4.3 % Foreign rate differential - 0.2 % 0.2 % Permanent differences 0.4 % 2.3 % Change in tax rates 2.8 % 0.2 % Benefit from CARES Act carryback claim 0.0 % - 1.2 % Change in valuation allowance - 96.4 % - 27.5 % Other 0.4 % - 0.9 % - 65.9 % - 1.6 % Income (l oss) before provision of income taxes was derived from the following sources for fiscal years December 31, 2022 and January 1, 2022, respectively, as shown below (in $000's): Fiscal Years Ended December 31, 2022 January 1, 2022 United States $ 6,717 $ ( 16,074 ) Canada ( 237 ) ( 540 ) Total $ 6,480 $ ( 16,614 ) The components of net deferred tax assets (liabilities) as of December 31, 2022 and January 1, 2022, respectively, are as follows (in $000's): December 31, 2022 January 1, 2022 Deferred tax assets (liabilities): Allowance for bad debts $ — $ 795 Accrued expenses 1,723 2,118 Accrued compensation 82 91 Section 174 expenses 92 — Prepaid expenses ( 184 ) ( 375 ) Net operating loss 5,494 4,440 Lease liability 39 25 Tax credits 3 92 Share-based compensation 171 219 Intangibles ( 4,782 ) ( 5 ) Property and equipment ( 483 ) ( 407 ) Installment sale ( 2,114 ) — Unrealized losses 305 148 Section 163(j) interest 363 361 709 7,502 Less: valuation allowance ( 904 ) ( 7,502 ) Net deferred tax assets (liabilities) $ ( 195 ) $ — As of December 31, 2022 , the Company has net operating loss carryforwards of approximately $ 18.8 million for federal income tax purposes, which will be available to offset future taxable income. Due to recent tax legislation, these net operating losses are eligible for indefinite carryforward, limited by certain taxable income limitations. The Company evaluates all available evidence to determine if a valuation allowance is needed to reduce its deferred tax assets. During the fourth quarter, management has released the valuation allowance of approximately $ 6.6 million which they believe will be utilized in the near future. The Company continues to have a full valuation allowance on certain foreign net operating losses. Management concluded that no valuation allowance was necessary, based on taxable temporary differences reversing in the near future to utilize tax attributes. The Company has recorded a valuation allowance of $ 0.9 million and $ 7.5 million as of December 31, 2022, and January 1, 2022, respectfully. The Company annually conducts an analysis of its uncertain tax positions and has concluded that it has no uncertain tax positions as of December 31, 2022. The Company’s policy is to record uncertain tax positions as a component of income tax expense. The Company files U.S. and state income tax returns in jurisdictions with differing statutes of limitations. The 2018 through 2022 tax years remain subject to selection for examination as of December 31, 2022. None of the Company’s income tax returns are currently under audit. During the fourth quarter of fiscal 2022, the Company released the valuation allowance of approximately $ 6.6 million which they believe will be utilized in the near future. The Company continues to have a full valuation allowance on certain foreign net operating losses. The Company concluded that no valuation allowance was necessary, based on taxable temporary differences reversing in the near future. The Company has recorded a valuation allowance of $ 0.9 million and $ 7.5 million as of December 31, 2022 and January 1, 2022, respectfully. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | Note 16: Long-term debt Long-term debt and other financing obligations consist of the following (in $000's): December 31, 2022 January 1, 2022 AFCO Finance $ 274 $ 288 KLC Financial 1,781 1,654 Gulf Coast Bank and Trust Company 4,206 — Total debt 6,261 1,942 Less unamortized debt issuance costs ( 95 ) ( 74 ) Net amount 6,166 1,868 Less current portion ( 4,827 ) ( 550 ) Total long-term debt $ 1,339 $ 1,318 Future maturities of long-term debt at December 31, 2022 are as follows and does not include related party debt (in $000's): For the fiscal year ended 2023 $ 4,827 2024 336 2025 403 2026 435 2027 165 Thereafter — Total future maturities of long-term debt $ 6,166 AFCO Finance The Company has entered into a financing agreement with AFCO Credit Corporation (“AFCO”) purchased through Marsh Insurance on an annual basis to fund the annual premiums on insurance policies due July 1 of each year. These policies relate to workers’ compensation and various liability policies including, but not limited to, General, Auto, Umbrella, Property, and Directors’ and Officers’ insurance. The total amount of the premiums financed in July 2022 was approximately $ 516,000 with an interest rate ranging from approximately 6.0 % over the period. An initial down payment of approximately $ 129,000 was made on July 21, 2022 with additional monthly payments of approximately $ 59,000 , escalating to approximately $ 69,000 over the term, being made beginning August 1, 2022 and ending on April 1, 2023 . The outstanding principal due AFCO at December 31, 2022 and January 1, 2022 was approximately $ 274,000 and $ 288,000 , respectively . Payroll Protection Program On May 1, 2020, the Company entered into a promissory note (the “Promissory Note”) with Texas Capital Bank, N.A. that provides for a loan in the amount of approximately $ 1.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan was forgiven during the first quarter of fiscal 2021 . KLC Financial On March 25, 2021, ARCA Recycling entered into a Master Equipment Finance Agreement (collectively, the “Equipment Finance Agreement”) with KLC Financial, Inc. (“KLC”). Under the terms of the Equipment Finance Agreement, KLC has agreed to make loans to ARCA Recycling secured by certain equipment purchased or to be purchased by ARCA Recycling on terms set forth or to be set forth in schedules to the Equipment Finance Agreement. Under the terms of Schedule No. 01 (the “Initial Loan”), KLC has agreed to loan ARCA Recycling approximately $ 1.8 million secured by existing equipment and new equipment to be purchased by ARCA Recycling. ARCA Recycling will make monthly payments of $ 31,000 , inclusive of principal and interest, over a period of five years , at which time it is intended that the Initial Loan will be repaid in full. The Initial Loan bears interest at 7.59 % per annum. KLC will have a first priority security interest over, among other things, all equipment identified in the schedules. The Initial Loan is personally guaranteed by Virland Johnson, the Chief Financial Officer of JanOne and Chief Financial Officer and Secretary of ARCA Recycling. The Equipment Finance Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default for transactions of this nature. As of December 31, 2022 and January 1, 2022 , the outstanding principal and interest due under this agreement was approximately $ 1.7 million and $ 2.0 million, respectively. On May 4, 2022, ARCA Recycling entered into a second Equipment Finance Agreement with KLC. Under the terms of the Equipment Finance Agreement, KLC has agreed to make loans to ARCA Recycling secured by certain equipment purchased or to be purchased by ARCA Recycling on terms set forth or to be set forth in schedules to the Equipment Finance Agreement. Under the terms of Schedule No. 01 (“Second Loan”), KLC has agreed to loan ARCA Recycling an additional $ 366,280 secured by existing equipment and new equipment to be purchased by ARCA Recycling. ARCA Recycling will make an advance payment of $ 7,665 , and then monthly payments of $ 7,665 , inclusive of principal and interest, which is not specifically stated in the agreement, over a period of five years , at which time it is intended that the Second Loan will be repaid in full. KLC will have a first priority security interest over, among other things, all equipment identified in the schedules. The Second Loan is personally guaranteed by Virland Johnson, the Chief Financial Officer of JanOne and Chief Financial Officer and Secretary of ARCA Recycling. The Equipment Finance Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default for transactions of this nature. As of December 31, 2022 and January 1, 2022, the outstanding principal and interest due under this agreement was approximately $ 429,279 and $ 0 , respectively. Gulf Coast Bank and Trust Company On September 26, 2022, ARCA Recycling, Inc. entered into a series of agreements with Gulf Coast to refinance its existing credit facility with Prestige Capital (see Note 4). The principal limit of the refinanced facility is $ 7.0 million, and the borrowing base is the lesser of the principal limit or the sum of the following: 1. 85 % of eligible receivables, plus 2. Lesser of 50 % of eligible unbilled receivables or $ 750,000 , plus 3. Lesser of 50 % of eligible Whirlpool only net inventory or $ 1.0 million, plus 4. Lesser of 80 % of eligible capital expenditures (“CAPEX”) or $ 2.0 million, less 5. Reserve of $ 400,000 , less 6. Additional reserves as deemed necessary by the Lender Advances under the new credit facility will bear interest at the prime rate, as published daily in the Wall Street Journal, plus 3.25 %, but at no time will be less than 8.75 %. The refinancing of the Borrower’s existing credit facility improves the availability and liquidity of funds and provides flexibility to borrow against expanded asset categories. The facility matures on September 25, 2024 ; and, the facility is automatically extended by succeeding periods of the same duration, unless terminated earlier in accordance with its terms. If the agreement is terminated and the obligation is repaid before the current maturity date, for any reason, the Borrower shall be assessed an early termination fee. The early termination fee is determined by multiplying the minimum amount in effect at the time of termination by the number of calendar months between the termination date and the then-current maturity date. However, no early termination fee shall be assessed if the Borrower repays all obligations after the first anniversary of the agreement and before the then-current maturity date; and repays all obligations with funds borrowed from the Lender. Advances under the new credit facility are secured by a pledge of substantially all of the assets of the Borrower. The Company is a guarantor of the facility. As of December 31, 2022 and January 1, 2022 , the outstanding balance due under this agreement was approximately $ 4.2 million and $ 0 , respectively. As of December 31, 2022 , availability on this credit facility was approximately $ 470,000 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17: Commitments and Contingencies Litigation SEC Complaint On August 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and one of its executive officers, Virland Johnson, the Company's Chief Financial Officer, as defendants (collectively, the “Defendants”). The SEC Complaint alleges financial, disclosure and reporting violations against the Company and the executive officer under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. The SEC Complaint also alleges various claims against the executive officer under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC seeks permanent injunctions and civil penalties against the Defendants, and an officer-and-director bar against the executive officer. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm. The Company continues to assert that the SEC’s pursuit of this matter will not result in any benefit to investors and instead will only serve as a distraction from core business. On October 1, 2021, the Company, filed a motion with the court to dismiss the complaint. The SEC filed its response opposing the motions on November 1, 2021. On September 7, 2022, the motions to dismiss were denied by the court. Pursuant to the automatic stay of proceedings under the Private Securities Litigation Reform Act, all discovery was stayed pending the motions to dismiss and continues to be stayed pending the June 23, 2023 mediation to which all of the parties have agreed. The Defendants strongly dispute and deny the allegations and are vigorously defending themselves against the claims. Skybridge On December 29, 2016, the Company served a Minnesota state court complaint for breach of contract on Skybridge Americas, Inc. (“SA”), the Company’s primary call center vendor throughout 2015 and most of 2016. The Company seeks damages in the millions of dollars as a result of alleged overcharging by SA and lost client contracts. On January 25, 2017, SA served a counterclaim for unpaid invoices in the amount of approximately $ 460,000 plus interest and attorneys’ fees. On March 29, 2017, the Hennepin County district court (the “District Court”) dismissed the Company’s breach of contract claim based on SA’s overuse of its Canadian call center but permitted the Company’s remaining claims to proceed. Following motion practice, on January 8, 2018 the District Court entered judgment in SA’s favor, which was amended as of February 28, 2018, for a total amount of approximately $ 614,000 including interest and attorneys’ fees. On March 4, 2019, the Minnesota Court of Appeals (the “Court of Appeals”) ruled and (i) reversed the District Court’s judgment in favor of Skybridge on the call center location claim and remanded the issue back to the District Court for further proceedings, (ii) reversed the District Court’s judgment in favor of Skybridge on the net payment issue and remanded the issue to the District Court for further proceedings, and (iii) affirmed the District Court’s judgment in Skybridge’s favor against the Company’s claim that Skybridge breached the contract when it failed to meet the service level agreements. As a result of the decision by the Court of Appeals, the District Court’s award of interest and attorneys’ fees, etc. was reversed. The Company and SA held a mediation session in July 2020. Trial was held in August 2020 and on February 1, 2021, the District Court assessed damages against the Company in the amount of approximately $ 715,000 plus interest, fees, and costs and attorneys’ fees of $ 475,000 . In subsequent proceedings, the Appeals Court affirmed the District Court judgment. Of the total amount awarded to SA, less the funds that the Company had previously deposited with the District Court, SA remains entitled to approximately $ 382,000 of statutory interest, which obligation has been assumed by the Buyer in connection with the ARCA and Subsidiaries Disposition transaction (see Note 29) . AMTIM Capital AMTIM Capital, Inc. (“AMTIM”) acts as the Company’s representative to market our recycling services in Canada under an arrangement that pays AMTIM for revenues generated by recycling services in Canada as set forth in the agreement between the parties. A dispute has arisen between AMTIM and the Company with respect to the calculation of amounts due to AMTIM pursuant to the agreement. In a lawsuit filed by AMTIM in the province of Ontario, AMTIM claims a discrepancy in the calculation of fees due to AMTIM by the Company of approximately $ 2.0 million. Trial commenced in February 2022, and, on December 12, 2022, a decree was issued by the court dismissing the case . GeoTraq On or about April 9, 2021, GeoTraq, Gregg Sullivan, Tony Isaac, and we, among others, resolved all of their claims that related to, among other items, the Company's acquisition of GeoTraq in August 2017, all post-acquisition activities, and Mr. Sullivan’s post-acquisition employment relationship with GeoTraq (all of such claims, the “GeoTraq Matters”). The resolution was effectuated through the parties’ execution and delivery of a Settlement Agreement and Mutual Agreement of Claims (the “GeoTraq Settlement Agreement”). Under the terms of the Settlement Agreement, the Company, on its own behalf and on behalf of GeoTraq and Mr. Isaac, agreed to tender to Mr. Sullivan an aggregate of $ 1.95 million (the “GeoTraq Settlement Consideration”) in the following manner: (i) $ 250,000 , which was tendered in cash on or about the date of the Settlement Agreement and (ii) up to 10 quarterly installments of not less than $ 170,000 that commenced on June 1, 2021, and shall continue not less frequently than every three months thereafter (the “GeoTraq Installments”). The Company may tender the GeoTraq Installments in cash or in the equivalent value of shares of its common stock (the value of the shares to be determined by a formula set forth in the Settlement Agreement), in either case at the Company's discretion. The Company may also prepay one or more GeoTraq Installments in full or in part at any time or from time to time either in cash or in shares of its common stock (a “GeoTraq Prepayment”). If the Company elects to prepay one or more GeoTraq Installments with shares of its common stock, Mr. Sullivan reserves the right not to consent to a tender thereof in excess of 50% of the value of that specific GeoTraq Prepayment; however, Mr. Sullivan is restricted in the reasons for which he can refuse to provide his written consent. The number of shares of the Company's common stock to be issued upon any GeoTraq Prepayment is determined by a different formula than the one to be utilized for a GeoTraq Installment. Pursuant to the terms of the Settlement Agreement, Mr. Sullivan provided the Company with his proxy to vote his remaining shares of its Series A-1 Convertible Preferred Stock that the Company had issued to him in connection with its acquisition of GeoTraq in 2017, as well as his proxy for the shares of the Company's common stock into which those shares of preferred stock may be converted. The Company may utilize the proxy in the context of an annual meeting of its stockholders, a special meeting of its stockholders, and a written consent of its stockholders. Subject to the above-described contingent GeoTraq Prepayment tender 50 % restriction, Mr. Sullivan provided the Company with the sole ability to determine the time and amount of each conversion of those shares of preferred stock. The parties to the Settlement Agreement released and forever discharged one another from any and all known and unknown claims that were asserted or could have been asserted arising out of the GeoTraq Litigation Matters. The accrued liability for payments due to Mr. Sullivan is $ 510,000 and $ 1.2 million as of December 31, 2022 and January 1, 2022, respectively. Alixpartners, LLC On October 19, 2022, Alixpartners, LLC filed a complaint in the Supreme Court of the State of New York, County of New York, styled Alixpartners, LLC, plaintiff/petitioner, against JanOne Inc. , Index No. 653877/2022. Plaintiff alleged the breach of an agreement and sought damages in the amount of approximately $ 345,000 . The Company denied that obligation. After extensive negotiations, the parties reached a settlement, pursuant to which the Company agreed to pay to Alixpartners the sum of $ 125,000 in two tranches and to provide a confession of judgment in its favor in the amount of approximately $ 450,000 , which represented the amount sought in the complaint plus interest thereon. The confession of judgment will be null and void and the complaint will be dismissed with prejudice upon the Company tendering both tranches timely. Sieggreen On March 6, 2023, Sieggreen, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. Live Ventures Incorporated, Jon Isaac, and Virland A. Johnson, Defendants , the Company was added as a defendant on March 6, 2023, and was served on March 23, 2023. Plaintiff has alleged causes of action against the Company for (i) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and (ii) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and 10b-5(c) promulgated thereunder. The Company has not filed a responsive pleading as of the date of these financial statements and strongly disputes and denies all of the allegations contained therein and will vigorously defend itself against the claims. Main/270 The Company is a defendant in an action filed on April 11, 2022, in the U.S. District Court Southern District of Ohio, Eastern Division, styled, Trustees Main/270, LLC, Plaintiff, vs ApplianceSmart, Inc. and JANONE, Inc., Defendant , Case no.: 2:22-cv-01938-ALM-EPD. The Company was a guarantor of the lease between the Plaintiff and ApplianceSmart, Inc. Plaintiff alleged a cause of action against the Company in respect of the guaranty and seeks approximately $ 90,000 therefor. Plaintiff also seeks approximately $ 1,420,000 against ApplianceSmart and the Company on a joint and several basis. The Company does not believe that it is obligated to Plaintiff in that amount and the parties continue to negotiate a potential settlement. Westerville Square In an attempt to recover payments due under a lease, in 2019, Westerville Square, Inc., as the landlord, initiated a civil action against the Company, styled Westerville Square, Inc. v. Appliance Recycling Centers Of America, Inc., et al., in the Court of Common Pleas of Franklin County, Ohio, Case No. 19 CV 8627. The case was stayed during the bankruptcy proceedings of ApplianceSmart, Inc., and was reinstated on June 7, 2021. The landlord is currently seeking $ 120,000 , which amount is disputed by the Company. The parties are in the process of attempting to settle the matter. Other Commitments As previously disclosed and as discussed, on December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to the Purchaser (see Note 25). In connection with that sale, as of December 28, 2019, the Company accrued an aggregate amount of future real property lease payments of approximately $ 767,000 which represented amounts guaranteed or which may have been owed under certain lease agreements to three third party landlords in which the Company either remained the counterparty, was a guarantor, or had agreed to remain contractually liable under the lease (“ApplianceSmart Leases”). A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. During the year ended December 31, 2022 , the Company reversed approximately $ 637,000 of the accrual, as the Company is no longer liable for two of these guarantees upon ApplianceSmart's emergence from bankruptcy (see Note 25). As of December 31, 2022 , a balance of approximately $ 130,000 remains as an accrued liability due to an ongoing dispute concerning one of the leases. The Company is party from time to time to other ordinary course disputes that we do not believe to be material to our financial condition as of December 31, 2022 . |
Series A-1 Preferred Stock
Series A-1 Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Series A-1 Preferred Stock | Note 18: Series A-1 Convertible Preferred Stock . History On August 18, 2017, the Company acquired GeoTraq by way of merger. In connection with this transaction, the Company tendered to the owners of GeoTraq $ 200,000 , issued to them an aggregate of 288,588 shares (number of shares specific – not rounded) of the Company’s Series A Convertible Preferred Stock valued at $ 12.3 million, including the beneficial conversion feature of $ 2.6 million, and entered into one-year unsecured promissory notes in the aggregate principal amount of $ 800,000 . Conversion The “ Conversion Ratio” per share of the Series A-1 Convertible Preferred Stock in connection with any conversion shall be at a ratio of 20:1, one share of Series A-1 Convertible Preferred Stock , if and when converted into shares of Common Stock, shall convert into twenty shares Common Stock. Each holder shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule, or regulation, or as restricted below), to convert any or all of such holder’s shares of Series A-1 Convertible Preferred Stock into shares of Common Stock at the Conversion Ratio. Shares of Series A-1 Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:20 . During the years ended December 31, 2022 and January 1, 2022 , 16,141 and 21,000 shares of the Company’s Series A-1 Convertible Preferred Stock were converted into 322,820 and 420,000 shares, respectively, of the Company’s common stock. As of December 31, 2022 and January 1, 2022 , there were 222,588 and 238,729 shares, respectively, of Series A-1 Convertible Preferred Stock outstanding. Dividends The Company cannot declare, pay or set aside any dividends on shares of any other class or series of our capital stock unless (in addition to the obtaining of any consents required by our Articles of Incorporation) the holders of the Series A Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend in the aggregate amount of one dollar, regardless of the number of then-issued and outstanding shares of Series A Convertible Preferred Stock. Any remaining dividends allocated by the Board of Directors shall be distributed in an equal amount per share to the holders of outstanding common stock and Series A-1 Convertible Preferred Stock (on an as-if-converted to common stock basis pursuant to the Conversion Ratio as defined below). Voting Rights Each holder of a share of Series A Convertible Preferred Stock has a number of votes as is determined by multiplying (i) the number of shares of Series A Preferred Stock held by such holder, and (ii) 17. The holders of Series A-1 Convertible Preferred Stock vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stockholders of the Company, except to the extent that voting as a separate class or series is required by law. Redemption The Series A-1 Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series A-1 Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series A-1 Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A-1 Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series A-1 Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A-1 Convertible Preferred Stock; or (iv) alter or change the rights, preferences or privileges of the shares of Series A-1 Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series A-1 Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series A-1 Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series A-1 Convertible Preferred Stock. |
Series S Convertible Preferred
Series S Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |
Series S Convertible Preferred Stock | Note 19: Series S Convertible Preferred Stock . History On December 28, 2022 the acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $ 30 million, the Company tendered 100,000 shares of the Company's Series S Convertible Preferred Stock. Conversion Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $ 10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $ 17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. Dr. Soin further agreed to certain restrictions on the maximum number of shares of Series S Stock that he may ultimately keep or that he may convert into shares of our common stock or sell into the public markets at any given time: (i) Dr. Soin may not convert shares of Series S Stock into shares of the Company's common stock in an amount such that, upon any such conversion, he beneficially own shares of the Company's common stock in excess of 4.99 % of the Company's then-outstanding common stock and (ii) during the five-year period that commences on the date that Dr. Soin is first eligible to convert any shares of Series S Stock into shares of the Company's common stock, he will not dispose of any of such shares into the public markets in an amount that exceeds five percent of the daily trading volume of the Company's common stock during any trading day. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1 . As of December 31, 2022 and January 1, 2022 , there were 100,000 and 0 shares, respectively, of Series S Convertible Preferred Stock outstanding, as reflected in the following (dollars in $000's). Series S Preferred Stock Shares Amount Balance, January 2, 2021 — $ — Balance, January 1, 2022 — — Series S preferred issued 100,000 14,510 Balance, December 31, 2022 100,000 $ 14,510 Dividends Shares of Series S Convertible Preferred Stock do not have dividend rights. Voting Rights The Holder of each share of Series S Convertible Preferred Stock shall have one vote for such share. With respect to any stockholder vote, the Holder shall have full voting rights and powers equal to the voting rights and powers of the Common Stock stockholders, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of th e Company, and shall be entitled to vote, together with Common Stock stockholders, with respect to any question upon which the Common S t ock stockholders have the right to vote. The Holders of Series S Convertible Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock stockholders, except to the extent that voting as a separate class or series is required by law. Redemption The Series S Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. Preemptive Rights Holders of the Series S Convertible Preferred Stock and holders of JanOne common stock are not entitled to any preemptive, subscription, or similar rights in respect of any securities of JanOne, except as set forth in the Amended and Restated Series A-1 Certificate of Designation or in any other document agreed to by JanOne. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series S Convertible Preferred Stock, the Company may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series S Convertible Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series S Convertible Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series S Convertible Preferred Stock; (iv) issue additional shares of Series S Convertible Preferred Stock other than in connection with the merger agreement, or (v) alter or change the rights, preferences or privileges of the shares of Series S Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series S Convertible Preferred Stock, make technical, corrective, administrative or similar changes to the Amended and Restated Series S Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series S Convertible Preferred Stock. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | Note 20: Stockholders’ Equity Common Stock : The Company's Articles of Incorporation authorize 200,000,000 shares of common stock that may be issued from time to time having such rights, powers, preferences and designations as the Board of Directors may determine. As of December 31, 2022, and January 1, 2022 , there were 3,150,230 and 2,827,410 shares, respectively, of common stock issued and outstanding. Equity Offering: On January 29, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) for the sale by the Company in a registered direct offering (the “Offering”) of 571,428 shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a purchase price per share of Common Stock of $ 10.50 . The Offering closed on February 2, 2021 with gross proceeds to the Company of approximately $ 6.0 million before deducting placement agent fees and other offering expenses. The Company is utilizing the net proceeds for general working capital. The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers and customary indemnification rights and obligations of the parties. A.G.P./Alliance Global Partners acted as the sole placement agent (the “Placement Agent”) for the Company on a “reasonable best efforts” basis in connection with the Offering. The Company entered into a Placement Agency Agreement, dated as of January 29, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 7 % of the gross proceeds paid to the Company for the securities or $ 420,000 , and reimbursement for accountable legal expenses incurred by it in connection with the Offering of $ 35,000 . The shares of Common Stock sold in the Offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251645) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission on December 23, 2020 and was declared effective on December 29, 2020. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties, and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement incorporated by reference in this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their entireties by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, a copy of each of which is filed as Exhibit 10.1 and Exhibit 1.1, respectively, to the Company’s Current Report on Form 8-K as field on January 29, 2021 and each is incorporated by reference herein. Stock options : The 2016 Plan, which replaces the 2011 Plan, authorizes the granting of awards in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) restricted stock awards, and (iv) restricted stock units, and expires on the earlier of October 28, 2026 , or the date that all shares reserved under the 2016 Plan are issued or no longer available. On November 4, 2020, the Company amended the 2016 Plan to increase the issuance of common shares from 400,000 to 800,000 . The vesting period is determined by the Board of Directors at the time of the stock option grant. As of December 31, 2022 and January 1, 2022 , 90,000 options were outstanding under the 2016 Plan. The Company's 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares, and expired on the earlier of May 12, 2021 , or the date that all shares reserved under the 2011 Plan are issued or no longer available. As of December 31, 2022 and January 1, 2022 , 20,000 and 27,500 options, respectively, were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan. The following table summarizes stock option activity for the fiscal years ended December 31, 2022, and January 1, 2022 (Aggregate Intrinsic Value in $000's): Options Weighted Aggregate Weighted Outstanding Price Value Life Outstanding at January 2, 2021 113,900 $ 11.97 $ 78 7.0 Cancelled/expired ( 28,400 ) 9.71 Exercised ( 6,000 ) 4.32 Granted 38,000 8.16 Outstanding at January 1, 2022 117,500 7.16 21 7.0 Cancelled/expired ( 7,500 ) — Outstanding at December 31, 2022 110,000 $ 6.27 $ — 6.5 Exercisable at December 31, 2022 110,000 $ 6.27 $ — 6.5 The exercise price for stock options outstanding and exercisable outstanding at December 31, 2022 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 6,000 $17.35 to $23.45 6,000 $ 17.35 to $ 23.45 — $11.10 to $15.00 — $ 11.10 to $ 15.00 38,000 $5.70 to $9.90 38,000 $ 5.70 to $ 9.90 66,000 $3.54 to $5.25 66,000 $ 3.54 to $ 5.25 110,000 110,000 The following table summarizes information about the Company’s non-vested shares outstanding as of December 31, 2022 and January 1, 2022: Non-vested Shares Number of Non-vested at January 2, 2021 48,500 Granted 38,000 Exercised ( 6,000 ) Forfeited ( 28,400 ) Vested ( 44,600 ) Non-vested at January 1, 2022 7,500 Vested ( 7,500 ) Non-vested at December 31, 2022 — The Company recognized share-based compensation expense related to stock options of approximately $ 5,000 and approximately $ 303,000 for the fiscal years ended December 31, 2022, and January 1, 2022, respectively. As of December 31, 2022 , the Company had no unrecognized share-based compensation expense associated with stock option awards. |
Earnings (Loss) per share
Earnings (Loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per share | Note 21: Earnings (Loss) per share Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net earnings per share is computed using the weighted average number of common shares outstanding, and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable with respect to restricted share awards, stock options and convertible preferred stock. The following table presents the computation of basic and diluted net loss per share (in $000's, except per share data): For the Years Ended December 31, 2022 January 1, 2022 Continuing Operations Basic and diluted Net income (loss) from continuing operations $ 3,589 $ ( 3,314 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share from continuing operations $ 1.14 $ ( 1.25 ) Discontinued Operations Basic and diluted Net income (loss) from discontinued operations $ 7,403 $ ( 13,573 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share from discontinued operations $ 2.35 $ ( 5.11 ) Total Basic and diluted Net income (loss) $ 10,992 $ ( 16,887 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share $ 3.49 $ ( 6.35 ) Potentially dilutive securities totaling approximately 4.6 million and 4.8 million shares, respectively, were excluded from the calculation of diluted net earnings (loss) per share for the years ended December 31, 2022 and January 1, 2022 because the effects were anti-dilutive based on the application of the treasury stock method. |
Major Customers and Suppliers
Major Customers and Suppliers | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Suppliers | Note 22: Major customers and suppliers For the fiscal year ended December 31, 2022 , five customers represented approximately 37 % of the Company's total revenues. For the fiscal year ended January 1, 2022 , two customers represented 22 % of the Company's total revenues. As of December 31, 2022 , five customers each represented seven percent or more of the Company's total trade receivables for a combined total of approximately 53 %. As of January 1, 2022 , five customers represented five percent or more of the Company's total trade receivables, for a total of 38 % of the Company's total trade receivables. The Company purchased appliances for resale from five suppliers. The Company is continuing to secure other vendors from which to purchase appliances. However, the curtailment or loss of one of these suppliers or any appliance supplier could adversely affect our operations. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 23: Defined contribution plan The Company has a defined contribution salary deferral plan covering substantially all employees under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company contributes an amount equal to 10 cents for each dollar contributed by each employee up to a maximum of 5 % of each employee’s compensation. The Company recognized expense for contributions to the plans of approximately $ 36,000 and $ 30,000 for the fiscal years ended December 31, 2022 and January 1, 2022 , respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 24: Segment information The Company operates within targeted markets through three reportable segments for continuing operations: biotechnology, recycling, and technology. The biotechnology segment commenced operations in September 2019 and is focused on development of new and innovative solutions for ending the opioid epidemic ranging from digital technologies to educational advocacy. The recycling segment includes all fees charged and costs incurred for collecting, recycling and installing appliances for utilities and other customers. The recycling segment also includes byproduct revenue, which is primarily generated through the recycling of appliances. The technology segment designed wireless modules to connect devices to the Mobile Internet of Things (“IoT”) which contain location-based service (“LBS”) capabilities and can interface to external sensors to allow them to communicate both sensor status and position information. The nature of products, services and customers for each segment varies significantly. As such, the segments are managed separately. Our Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and allocates resources based on sales and income from operations of each segment. Operating loss represents revenues less cost of revenues and operating expenses, including certain allocated selling, general and administrative costs. There are no intersegment sales or transfers . The following tables present our segment information (in $000's): For the Years Ended December 31, 2022 January 1, 2022 Revenues Biotechnology $ — $ — Recycling 39,611 40,022 Discontinued operations — — Total Revenues $ 39,611 $ 40,022 Gross profit Biotechnology $ — $ — Recycling 7,619 8,868 Discontinued operations — — Total Gross profit $ 7,619 $ 8,868 Operating income (loss) Biotechnology $ ( 414 ) $ ( 1,351 ) Recycling ( 3,757 ) ( 1,870 ) Operating loss from continuing operations ( 4,171 ) ( 3,221 ) Discontinued operations 9,418 ( 13,550 ) Total Operating income (loss) $ 5,247 $ ( 16,771 ) Depreciation and amortization Biotechnology $ — $ — Recycling 555 448 Depreciation and amortization from continuing operations 555 448 Discontinued operations 2 3,744 Total Depreciation and amortization $ 557 $ 4,192 Interest expense, net Biotechnology $ — $ — Recycling 489 773 Discontinued operations — — Total Interest expense $ 489 $ 773 Net income (loss) after provision for income taxes Biotechnology $ ( 414 ) $ ( 1,351 ) Recycling 4,003 ( 1,963 ) Net loss from continuing operations 3,589 ( 3,314 ) Discontinued operations 7,403 ( 13,573 ) Total Net income (loss) after provision for income taxes $ 10,992 $ ( 16,887 ) As of As of December 31, 2022 January 1, 2022 Assets Biotechnology $ 19,293 $ — Recycling 27,463 15,058 Discontinue operations — 107 Total Assets $ 46,756 $ 15,165 Intangible Assets Biotechnology $ 19,293 $ — Recycling 740 268 Discontinue operations — — Total Intangible Assets $ 20,033 $ 268 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 25: Related parties Tony Isaac, the Company’s Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures Incorporated (“Live Ventures”) and managing member of ICG, a greater than 5 % stockholder of the Company. Tony Isaac, Chief Executive Officer and Richard Butler, Board of Directors member of the Company, are both Board of Directors members of Live Ventures. The Company also shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $ 314,000 and approximately $ 296,000 for fiscal years ending December 31, 2022 and January 1, 2022 , respectively. Connexx rents approximately 9,900 square feet of office space from Live Ventures at its Las Vegas, Nevada office. The total rent and common area expenses for Connexx at the Las Vegas, Nevada office were approximately $ 215,000 and approximately $ 227,000 for fiscal years ending December 31, 2022 and January 1, 2022, respectively. ApplianceSmart Note As stated in Note 5, on December 30, 2017, the Company sold its retail appliance segment, ApplianceSmart, Inc. (“ApplianceSmart”) to ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, pursuant to a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser purchased from the Company all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $ 6.5 million. On April 25, 2018, the Purchaser delivered to the Company a promissory note (the “ApplianceSmart Note”) in the original principal amount of approximately $ 3.9 million. On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. Consequently, the Company recorded an impairment charge of approximately $ 3.0 million for the amount owed by ApplianceSmart to the Company as of December 28, 2019. On October 13, 2021, a hearing was held to consider approval of a disclosure statement filed by ApplianceSmart in conjunction with its bankruptcy proceedings. On December 14, 2021, a hearing was held to confirm ApplianceSmart’s plan for reorganization (the “Plan”). On January 10, 2022, ApplianceSmart paid $ 25,000 to JanOne in settlement of its debt, as provided for in the confirmed Plan, and the ApplianceSmart Note was reversed. A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. The outstanding balance of the ApplianceSmart Note at December 31, 2022 and January 1, 2022 was zero and approximately $ 3.0 million, respectively, exclusive of the impairment charge. Related Party Note On August 28, 2019, ARCA Recycling entered into and delivered to ICG a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $ 2.5 million revolving credit facility (the “ICG Note”). The ICG Note originally matured on August 28, 2020. On August 25, 2020, the ICG Note was amended to extend the maturity date to December 31, 2020. On March 30, 2021, ARCA Recycling entered into a Second Amendment and Waiver (the “Second Amendment”) to the ICG Note to further extend the maturity date to August 18, 2021 and waive certain defaults under the ICG Note. The ICG Note bears interest at 8.75 % per annum and provides for the payment of interest, monthly in arrears. ARCA Recycling will pay a loan fee of 2.0 % on each borrowing made under the ICG Note. In connection with entering into the ICG Note, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which ARCA Recycling granted a security interest in all of its assets to the Lender. The obligations of ARCA Recycling under the ICG Note are guaranteed by the Company. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of January 1, 2022, the balance due on ICG note was $ 1.0 million. Beginning in April 2022 , the revolving credit facility was converted to a term note that amortizes ratably through its maturity date of March 2026 . The principal amount of the note is $ 1.0 million, and bears interest at 8.75 % per annum. Monthly payments on this note will be approximately $ 24,767 . ICG is a record and beneficial owner of 13.9 % of the outstanding common stock of the Company. Jon Isaac is the manager and sole member of ICG, and the son of Tony Isaac, the Chief Executive Officer of JanOne and ARCA Recycling. The principal balance of the note was approximately $ 838,000 and $ 1.0 million as of December 31, 2022 and January 1, 2022, respectively. Future maturities of the related party note at December 31, 2022 are as follows and does not include related party debt (in $000's): For the fiscal year ended 2023 $ 233 2024 254 2025 277 2026 74 Total future maturities of related party debt $ 838 ARCA Purchasing Agreement On April 5, 2022, ARCA entered into a Purchasing Agreement with Live Ventures. Pursuant to the agreement, Live agrees to purchase inventory from time to time for ARCA, as set forth in submitted purchase orders. The inventory is owned by Live until which time payment by ARCA is received. All purchases made by ARCA shall be paid back to Live in full plus an additional five percent surcharge or broker-type fee. The term of the Agreement is one year, and automatically renews if not terminated by either party, as provided for in the Agreement. As of the year ended December 31, 2022 , the amount due to Live Ventures was approximately $ 624,000 . For the years ended December 31, 2022 and January 1, 2022, the Company paid broker fees of approximately $ 59,000 and $ 0 , respectively . |
Sale of ARCA and Connexx
Sale of ARCA and Connexx | 12 Months Ended |
Dec. 31, 2022 | |
Sale of ARCA and Connexx [Abstract] | |
Sale of ARCA and Connexx | Note 26: Sale of ARCA and Connexx On February 19, 2021, the Company, together with its subsidiaries (a) ARCA Recycling, Inc., a California corporation (“ARCA”), and (b) Customer Connexx LLC, a Nevada limited liability company (“Connexx”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with (i) ARCA Affiliated Holdings Corporation, a Delaware corporation, (ii) ARCA Services Inc., a Delaware corporation, and (iii) Connexx Services Inc, a Delaware corporation (collectively, the “Buyers”), pursuant to which the Buyers agreed to acquire substantially all of the assets, and assume certain liabilities, of ARCA and Connexx (the “Disposition Transaction”). The principal of the Buyers is Virland A. Johnson, our Chief Financial Officer. The Disposition Transaction was previously expected to be consummated on or before August 18, 2021 (the "Outside Date"). On August 12, 2021, the parties entered into Amendment No. One to Asset Purchase Agreement (the “Recycling Sale Amendment”) to extend the Outside Date to September 30, 2021. In the event the Disposition Transaction is not closed by such date, the Purchase Agreement may be terminated and, in accordance with its terms, the Buyers may be required to pay to us a “break fee” of $ 250,000 . On November 14, 2021, the parties entered into an Amendment No. Two to the Asset Purchase Agreement, which provided for the immediate termination of the transactions proposed by the Purchase Agreement, as amended by the Recycling Sale Amendment, and for an amendment to the Buyers to pay to us a “break fee.” The break fee was amended to an aggregate of $ 100,000 , payable in two $ 50,000 installments: (i) the first of which is due to be paid not later than August 12, 2022 (the one-year anniversary of the Recycling Sale Agreement) and (ii) the second of which is due to be paid not later than the last day of our next fiscal year. However, if, prior to the date on which either installment of the amended break fee is payable, we sell ARCA and Connexx to an otherwise unaffiliated third party for an aggregate amount less than $ 25 million, then the Buyers will be relieved of their obligation to pay to us any not-yet-then-due installment of the break fee. Additionally, if, prior to the date on which the second installment of the amended break fee is payable, we have not sold ARCA and Connexx to any third party, then the Buyers will be relieved of their obligation to pay to us the second installment of the break fee. Finally, if, prior to a date on which either installment of the amended break fee is due, we sell ARCA and Connexx to the Buyers, then, the purchase price therefore will be reduced by an amount equivalent to any break fee that had been previously paid to us by the Buyers and the Buyers shall also be relieved of their obligation to pay to us any not-yet-due installment of the break fee . On December 21, 2022, an agreement was entered into further extending the break fee due date to March 31, 2023. On March 19, 2023, the Company entered into a Stock Purchase Agreement with VM7 Corporation, whose principal is Virland A. Johnson, for the Sale of ARCA and Connexx (see Note 29). |
GeoTraq
GeoTraq | 12 Months Ended |
Dec. 31, 2022 | |
Sale of GeoTraq [Abstract] | |
Sale of GeoTraq | Note 27: GeoTraq Sale of GeoTraq On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. The aggregate purchase price for the GeoTraq Assets was $ 13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR issued to the Company 30,000,000 shares of its common stock at $ 0.03 per share, and delivered a five-year Promissory Note in the principal amount of $ 12.6 million. The Promissory Note bears simple interest at the rate of 8 % per annum, provides quarterly interest payments due the first day of each calendar quarter, and may be prepaid at any time without penalty. Quarterly interest payments may be made in cash or in SPYR's restricted common stock. The Promissory Note matures on May 24, 2027 . In connection with the Asset Purchase Agreement, the Company employed an independent third-party firm to assess the fair value of the 30,000,000 shares of SPYR stock and the Promissory Note. The assessment determined that the fair market value of the SPYR common stock was approximately $ 946,000 , or approximately $ 0.032 per share, which was approximately $ 46,000 greater than the amount of the shares received at close. The Promissory Note was valued at approximately $ 11.3 million, which was approximately $ 1.4 million less than the Note issued. Consequently, the Company recorded the shares of SPYR stock at fair market value of $ 946,000 , and recorded a discount offsetting the Promissory Note in the amount of $ 1.35 million. The discount will be accreted ratably over the term of the Promissory Note, and recorded as interest income. Additionally, approximately $ 105,000 in GeoTraq inventory was transferred as part of the sale, and was, thus, derecognized. As of December 31, 2022, based on declining financial trends at SPYR, the Company reviewed the original valuation of the Promissory Note to determine whether a revision of the estimate of the original 10.5 % used to discount the note should occur to account for the additional risk the note would not be repaid. In connection with this review, the Company determined that the discount rate should be revised to 14.5 %. Consequently, the Company took an additional $ 1.85 million charge against income for the 13 and 26 weeks ended July 2, 2022, and will restate its Quarterly Reports on Form 10-Q for the 13 and 26 weeks ended July 2, 2022, and the 13 and 39 weeks ended October 1, 2022 (see Note 28). Additionally, due to the declining financial trends at SPYR, the Company recorded an additional $ 813,000 charge against income for the year ended December 31, 2022 . The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000's): Purchase price $ 13,500 Discount on note receivable ( 4,013 ) Premium on shares received 46 Derecognition of GeoTraq inventory ( 105 ) Gain on sale $ 9,428 Discontinued Operation For the year ended, December 31, 2022, the Company determined that the GeoTraq sale qualified for accounting treatment as a discontinued operation under ASC 205 ( "Discontinued Operations" ). In accordance with ASC 205, the Company has reported the assets and liabilities in the consolidated balance sheets. The assets and liabilities have been reflected in the consolidated balance sheets as of December 31, 2022 and January 1, 2022, and consist of the following: December 31, 2022 January 1, 2022 Assets from discontinued operations Inventories $ — $ 105 Total current assets from discontinued operations — 105 Property and equipment, net — 2 Total assets from discontinued operations $ — $ 107 Liabilities from discontinued operations Accounts payable $ — $ 195 Total current liabilities from discontinued operations $ — $ 195 Property and equipment, net, from discontinued operations consist of the following: Useful Life December 31, 2022 January 1, 2022 Equipment 3 - 15 $ — $ 41 Property and equipment — 41 Less accumulated depreciation — ( 39 ) Total property and equipment, net, from discontinued operations $ — $ 2 Depreciation expense was approximately $ 2,000 and approximately $ 12,000 for the fiscal years ended December 31, 2022 and January 1, 2022, respectively. In accordance with the provisions of ASC 205, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for discontinued operations for the years ended December 31, 2022 and January 1, 2022 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and January 1, 2022, and consist of the following: Fiscal Years Ended December 31, 2022 January 1, 2022 Operating expenses from discontinued operations: Selling, general and administrative expenses $ 10 $ 3,764 Impairment charges — 9,786 Gain on sale of GeoTraq ( 9,428 ) — Total operating expenses from discontinued operations ( 9,418 ) 13,550 Operating income (loss) from discontinued operations 9,418 ( 13,550 ) Other income (expense) from discontinued operations Gain on debt settlement — 73 Other income, net 144 ( 96 ) Total other income, net 144 ( 23 ) Income (loss) before benefit from income taxes from discontinued operations 9,562 ( 13,573 ) Income tax provision 2,159 — Net income (loss) from discontinued operations $ 7,403 $ ( 13,573 ) In accordance with the provisions of ASC 205, the Company would typically separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. However, due to the immateriality of the impact on cash flows from discontinued operations, the Company has chosen not to breakout these amounts on the consolidated statement of cash flows. The cash flow activity from discontinued operations was $ 10,000 and $ 23,000 for the years ended December 31, 2022 and January 1, 2022 , respectively. |
Restatement
Restatement | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Restatement | Note 28: Restatement On April 17, 2023, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) reached a determination that the Company’s previously issued unaudited consolidated financial statements and related disclosures for each of the quarterly periods ended July 2, 2022 and October 1, 2022, should no longer be relied upon because of a material misstatement contained in those two quarterly unaudited condensed consolidated financial statements. In connection with the Company’s preparation of its unaudited condensed consolidated financial statements and related disclosures for each of the two referenced periods, the Company’s management and Audit Committee relied upon the report issued by a third-party valuation firm to determine the carrying value of the promissory note the Company had received from SPYR Technologies, Inc. (the “SPYR Note”), in connection with the Company’s sale of the assets of its GeoTraq, Inc. subsidiary to SPYR Technologies, Inc. in the first quarter of the Company’s 2022 fiscal year. At December 31, 2022, the Company reviewed the original valuation of the Promissory Note to determine if the original 10.5% used to discount the Note was appropriate. In connection with this review, the Company determined that the discount rate should be revised to 14.5%. The Company’s management and the Audit Committee discussed the matters with Frazier & Deeter, LLC, the Company’s independent registered public accounting firm for the 2022 fiscal year, and with WSRP, LLC, the Company’s independent registered public accounting firm during the second and third quarters in the 2022 fiscal year and prior fiscal periods since 2019, and determined to restate the Company’s unaudited condensed consolidated financial statements for the second and third fiscal quarters ended July 2, 2022, and October 1, 2022. July 2, January 1, (Unaudited) Previously Reported Effect of Restatement As restated Assets Cash and cash equivalents $ 1,181 $ — $ 1,181 $ 705 Trade and other receivables, net 4,273 — 4,273 4,220 Income taxes receivable 12 — 12 — Inventories 494 — 494 1,209 Prepaid expenses and other current assets 869 — 869 1,423 Total current assets 6,829 — 6,829 7,557 Property and equipment, net 2,676 — 2,676 2,113 Right to use asset - operating leases 4,268 — 4,268 3,671 Intangible assets, net 345 — 345 268 Note receivable, net 11,277 ( 1,812 ) 9,465 — Marketable securities 570 — 570 — Deposits and other assets 1,554 — 1,554 1,556 Total assets $ 27,519 $ ( 1,812 ) $ 25,707 $ 15,165 Liabilities and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 5,839 $ — $ 5,839 $ 5,266 Accrued liabilities - other 4,963 — 4,963 5,232 Accrued liability - California Sales Taxes 6,140 — 6,140 6,022 Lease obligation short – term - operating leases 1,405 — 1,405 1,304 Short – term debt — — — 288 Current portion of notes payable 315 — 315 261 Current portion of related party note payable 223 — 223 1,000 Total current liabilities 18,885 — 18,885 19,373 Lease obligation long term - operating leases 2,964 — 2,964 2,470 Long – term portion of notes payable 1,509 — 1,509 1,318 Long-term portion related party note payable 724 — 724 — Other noncurrent liabilities 219 — 219 680 Total liabilities 24,301 — 24,301 23,841 Commitments and contingencies (Note 15) Stockholders' equity (deficit): Preferred stock, series A - par value $ 0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at July 2, 2022 and — — — — Common stock, par value $ 0.001 per share, 10,000,000 shares authorized, 3,150,230 and 2,827,410 shares issued and outstanding at July 2, 2022 2 — 2 2 Additional paid-in capital 45,747 — 45,747 45,743 Accumulated deficit ( 41,914 ) ( 1,812 ) ( 43,726 ) ( 53,804 ) Accumulated other comprehensive loss ( 617 ) — ( 617 ) ( 617 ) Total stockholders' equity (deficit) 3,218 ( 1,812 ) 1,406 ( 8,676 ) Total liabilities and stockholders' equity (deficit) $ 27,519 $ ( 1,812 ) $ 25,707 $ 15,165 For the Thirteen Weeks Ended For the Twenty Six Weeks Ended July 2, July 3, July 2, July 3, Previously Reported Effect of Restatement As restated Previously Reported Effect of Restatement As restated Revenues $ 10,538 $ — $ 10,538 $ 8,606 $ 19,862 $ — $ 19,862 $ 17,278 Cost of revenues 8,889 — 8,889 6,863 16,360 — 16,360 14,114 Gross profit 1,649 — 1,649 1,743 3,502 — 3,502 3,164 Operating expenses: Selling, general and administrative expenses 2,908 — 2,908 4,595 5,853 — 5,853 8,125 Gain on sale of GeoTraq ( 12,091 ) 12,091 — — ( 12,091 ) 12,091 — — Operating income (loss) 10,832 ( 12,091 ) ( 1,259 ) ( 2,852 ) 9,740 ( 12,091 ) ( 2,351 ) ( 4,961 ) Other income (expense): Interest expense, net ( 98 ) ( 38 ) ( 136 ) ( 125 ) ( 290 ) ( 38 ) ( 328 ) ( 198 ) Gain on Payroll Protection Program loan forgiveness — — — — — — — 1,872 Gain (loss) on litigation settlement, net — — — ( 1,950 ) 1,835 — 1,835 ( 1,950 ) Gain on settlement of vendor advance payments — — — 131 — — — 941 Gain on reversal of contingency loss — — — — 637 — 637 — Unrealized loss on marketable securities ( 376 ) — ( 376 ) — ( 376 ) — ( 376 ) — Other income, net 333 — 333 22 359 — 359 22 Total other income (expense), net ( 141 ) ( 38 ) ( 179 ) ( 1,922 ) 2,165 ( 38 ) 2,127 687 Income (loss) from operations before provision for income taxes 10,691 ( 12,129 ) ( 1,438 ) ( 4,774 ) 11,905 ( 12,129 ) ( 224 ) ( 4,274 ) Provision (benefit) for income taxes 4 — 4 205 7 — 7 203 Net income (loss) from continuing operations 10,687 ( 12,129 ) ( 1,442 ) ( 4,979 ) 11,898 ( 12,129 ) ( 231 ) ( 4,477 ) Net income from discontinued operations — $ 10,317 $ 10,317 — — 10,317 10,317 — Net income (loss) $ 10,687 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,477 ) Net income (loss) per share: Basic income per share from continuing operations $ 3.39 $ ( 3.85 ) $ ( 0.46 ) $ ( 2.07 ) $ 3.78 $ ( 3.85 ) $ ( 0.07 ) $ ( 1.94 ) Diluted income per share from continuing operations $ 3.06 $ ( 3.85 ) $ ( 0.46 ) $ ( 2.07 ) $ 3.40 $ ( 3.85 ) $ ( 0.07 ) $ ( 1.94 ) Basic income per share from discontinued operations $ — $ 3.27 $ 3.27 $ — $ — $ 3.27 $ 3.27 $ — Diluted income per share from discontinued operations $ — $ 2.95 $ 2.95 $ — $ — $ 2.95 $ 2.95 $ — Basic income per share $ 3.39 $ ( 0.58 ) $ 2.82 $ ( 2.07 ) $ 3.78 $ ( 0.58 ) $ 3.20 $ ( 1.94 ) Diluted income per share $ 3.06 $ ( 0.58 ) $ 2.54 $ ( 2.07 ) $ 3.40 $ ( 0.58 ) $ 2.88 $ ( 1.94 ) Weighted average common shares outstanding: Basic 3,150,230 3,150,230 3,150,230 2,405,410 3,150,230 3,150,230 3,150,230 2,312,024 Diluted 3,496,250 3,496,250 3,496,250 2,405,410 3,496,250 3,496,250 3,496,250 2,312,024 Net income (loss) $ 10,687 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,477 ) Other comprehensive income (loss), net of tax: Effect of foreign currency translation adjustments 41 — — — — — — ( 42 ) Total other comprehensive income (loss), net of tax 41 — — — — — — ( 42 ) Comprehensive income (loss) $ 10,728 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,519 ) Series A Preferred Common Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount Capital Deficit Deficit Equity (Deficit) (As restated) Balance, January 1, 2022 238,729 $ — 2,827,410 $ 2 $ 45,743 $ ( 53,804 ) $ ( 617 ) $ ( 8,676 ) Share based compensation — — — — 4 — — 4 Other comprehensive loss — — — — — ( 8 ) ( 41 ) ( 49 ) Net income — — — — — 1,211 — 1,211 Balance, April 2, 2022 238,729 — 2,827,410 2 45,747 ( 52,601 ) ( 658 ) ( 7,510 ) Series A-1 preferred converted ( 16,141 ) — 322,820 — — — — — Other comprehensive income — — — — — — 41 41 Net income, as restated — — — — — 10,687 — 10,687 Balance, July 2, 2022 222,588 $ — 3,150,230 $ 2 $ 45,747 $ ( 41,914 ) $ ( 617 ) $ 3,218 For the Twenty Six Weeks Ended July 2, 2022 July 3, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 11,898 $ ( 12,129 ) $ ( 231 ) $ ( 4,477 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating Depreciation and amortization 270 — 270 2,090 Amortization of debt issuance costs 7 — 7 — Stock based compensation expense 4 — 4 180 Accretion of note receivable discount ( 27 ) ( 38 ) ( 65 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 941 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 376 — 376 — Changes in assets and liabilities: Accounts receivable ( 53 ) — ( 53 ) ( 204 ) Income taxes receivable ( 12 ) — ( 12 ) 173 Prepaid expenses and other current assets 554 — 554 110 Inventories 610 — 610 303 Right of use assets ( 597 ) — ( 597 ) ( 681 ) Lease liability 595 — 595 650 Accounts payable and accrued expenses 713 — 713 2,485 Deposits and other Assets ( 6 ) — ( 6 ) ( 123 ) Net cash provided by (used in) operating activities 1,489 ( 10,317 ) ( 8,828 ) ( 2,307 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 721 ) — ( 721 ) ( 1,458 ) Purchases of intangibles ( 189 ) — ( 189 ) ( 65 ) Net cash used in investing activities ( 910 ) — ( 910 ) ( 1,523 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 366 — 366 1,835 Payments on related party notes payable ( 53 ) — ( 53 ) — Payments on notes payable ( 128 ) — ( 128 ) ( 59 ) Payments on short-term notes payable ( 288 ) — ( 288 ) ( 144 ) Net cash provided by (used in) financing activities ( 103 ) — ( 103 ) 7,203 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 476 ( 10,317 ) ( 9,841 ) 3,331 CASH AND CASH EQUIVALENTS, beginning of period 705 705 379 CASH AND CASH EQUIVALENTS, end of period $ 1,181 $ ( 10,317 ) $ ( 9,136 ) $ 3,710 Supplemental cash flow disclosures: Interest paid $ 120 $ — $ 120 $ 84 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,451 — 1,451 1,244 October 1, January 1, (Unaudited) Previously Reported Effect of Restatement As restated Assets Cash and cash equivalents $ 868 $ — $ 868 $ 705 Trade and other receivables, net 6,834 — 6,834 4,220 Inventories 415 — 415 1,209 Prepaid expenses and other current assets 1,248 — 1,248 1,423 Total current assets 9,365 — 9,365 7,557 Property and equipment, net 2,656 — 2,656 2,113 Right to use asset - operating leases 5,733 — 5,733 3,671 Intangible assets, net 328 — 328 268 Note receivable, net 11,345 ( 1,719 ) 9,626 — Marketable securities 300 — 300 — Deposits and other assets 1,577 — 1,577 1,556 Total assets $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 Liabilities and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 6,065 — $ 6,065 $ 5,266 Accrued liabilities - other 5,575 — 5,575 5,232 Accrued liability - California Sales Taxes 6,202 — 6,202 6,022 Lease obligation short – term - operating leases 1,711 — 1,711 1,304 Short – term debt 3,657 — 3,657 288 Current portion of notes payable 406 — 406 261 Current portion of related party note payable 228 — 228 1,000 Total current liabilities 23,844 — 23,844 19,373 Lease obligation long term - operating leases 4,179 — 4,179 2,470 Notes payable - long term portion 1,425 — 1,425 1,318 Long-term portion related party note payable 665 — 665 — Other noncurrent liabilities 46 — 46 680 Total liabilities 30,159 — 30,159 23,841 Commitments and contingencies (Note 16) Stockholders' equity (deficit): Preferred stock, series A - par value $ 0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at October 1, 2022 and — — — — Common stock, par value $ 0.001 per share, 200,000,000 shares authorized, 3,150,230 and 2,827,410 shares issued and outstanding at October 1, 2022 3 — 3 2 Additional paid-in capital 45,747 — 45,747 45,743 Accumulated deficit ( 43,988 ) ( 1,719 ) ( 45,707 ) ( 53,804 ) Accumulated other comprehensive loss ( 617 ) — ( 617 ) ( 617 ) Total stockholders' equity (deficit) 1,145 ( 1,719 ) ( 574 ) ( 8,676 ) Total liabilities and stockholders' equity (deficit) $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended October 1, October 2, October 1, October 2, Previously Reported Effect of Restatement As restated Previously Reported Effect of Restatement As restated Revenues $ 8,587 $ — $ 8,587 $ 12,113 $ 28,449 $ — $ 28,449 $ 29,391 Cost of revenues 7,553 — 7,553 9,032 23,913 — 23,913 23,146 Gross profit 1,034 — 1,034 3,081 4,536 — 4,536 6,245 Operating expenses: Selling, general and administrative expenses 2,858 — 2,858 3,925 8,711 — 8,711 12,050 Gain on sale of GeoTraq — — — — ( 12,091 ) 12,091 — — Operating income (loss) ( 1,824 ) — ( 1,824 ) ( 844 ) 7,916 ( 12,091 ) ( 4,175 ) ( 5,805 ) Other income (expense): Interest income (expense), net 36 ( 68 ) ( 32 ) ( 125 ) ( 254 ) ( 106 ) ( 360 ) ( 323 ) Gain on Payroll Protection Program loan forgiveness — — — — — — — 1,872 Gain (loss) on litigation settlement, net — — — — 1,835 — 1,835 ( 1,950 ) Gain on settlement of vendor advance payments — — — 11 — — — 952 Gain on reversal of contingency loss — — — — 637 — 637 — Unrealized loss on marketable securities ( 270 ) — ( 270 ) — ( 646 ) — ( 646 ) — Other income, net — — — 23 359 — 359 45 Total other income (expense), net ( 234 ) ( 68 ) ( 302 ) ( 91 ) 1,931 ( 106 ) 1,825 596 Income (loss) from operations before provision for income taxes ( 2,058 ) ( 68 ) ( 2,126 ) ( 935 ) 9,847 ( 12,197 ) ( 2,350 ) ( 5,209 ) Provision for income taxes 16 — 16 33 23 23 236 Net income (loss) ( 2,074 ) ( 68 ) ( 2,142 ) ( 968 ) 9,824 ( 12,197 ) ( 2,373 ) ( 5,445 ) Net income from discontinued operations — 94 94 — — 10,478 10,478 Net income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,445 ) Net income (loss) per share: Basic income per share from continuing operations $ ( 0.66 ) $ ( 0.02 ) $ ( 0.68 ) $ ( 0.34 ) $ 3.12 $ ( 3.87 ) $ ( 0.75 ) $ ( 2.09 ) Diluted income per share from continuing operations $ ( 0.66 ) $ ( 0.02 ) $ ( 0.68 ) $ ( 0.34 ) $ 2.81 $ ( 3.87 ) $ ( 0.75 ) $ ( 2.09 ) Basic income per share from discontinued operations $ — $ 0.03 $ 0.03 $ — $ — $ 3.33 $ 3.33 $ — Diluted income per share from discontinued operations $ — $ 0.03 $ 0.03 $ — $ — $ 3.00 $ 3.00 $ — Basic income per share $ ( 0.66 ) $ 0.01 $ ( 0.65 ) $ ( 0.34 ) $ 3.12 $ ( 0.55 ) $ 2.57 $ ( 2.09 ) Diluted income per share $ ( 0.66 ) $ 0.01 $ ( 0.65 ) $ ( 0.34 ) $ 2.81 $ ( 0.55 ) $ 2.32 $ ( 2.09 ) Weighted average common shares outstanding: Basic 3,150,230 3,150,230 3,150,230 2,827,410 3,150,230 3,150,230 3,150,230 2,601,827 Diluted 3,150,230 3,150,230 3,150,230 2,827,410 3,496,003 3,496,003 3,496,003 2,601,827 Net income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,445 ) Other comprehensive loss, net of tax: Effect of foreign currency translation adjustments — — — — — — — ( 42 ) Total other comprehensive income loss, net of tax — — — — — — — ( 42 ) Comprehensive income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,487 ) Series A Preferred Common Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount Capital Deficit Deficit Equity (Deficit) (As restated) Balance, January 1, 2022 238,729 $ — 2,827,410 $ 2 $ 45,743 $ ( 53,804 ) $ ( 617 ) $ ( 8,676 ) Share based compensation — — — — 4 — — 4 Other comprehensive loss — — — — — ( 8 ) ( 41 ) ( 49 ) Net income — — — — — 1,211 — 1,211 Balance, April 2, 2022 238,729 — 2,827,410 2 45,747 ( 52,601 ) ( 658 ) ( 7,510 ) Series A-1 preferred converted ( 16,141 ) — 322,820 1 — — — 1 Other comprehensive income — — — — — — 41 41 Net income, as restated — — — — — 10,687 — 10,687 Balance, July 2, 2022 222,588 — 3,150,230 3 45,747 ( 41,914 ) ( 617 ) 3,219 Net income, as restated — — — — — ( 2,074 ) — ( 2,074 ) Balance, October 1, 2022 222,588 $ — 3,150,230 $ 3 $ 45,747 $ ( 43,988 ) $ ( 617 ) $ 1,145 For the Thirty-Nine Weeks Ended October 1, 2022 October 2, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 9,824 $ ( 12,197 ) $ ( 2,373 ) $ ( 5,445 ) Adjustments to reconcile net income (loss) to net cash used in operating Depreciation and amortization 347 — 347 3,136 Amortization of debt issuance costs 10 — 10 — Stock based compensation expense 4 — 4 274 Accretion of note receivable discount ( 95 ) ( 131 ) ( 226 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 952 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 646 — 646 — Changes in assets and liabilities: Accounts receivable ( 2,614 ) — ( 2,614 ) ( 1,931 ) Income taxes receivable — — — 196 Prepaid expenses and other current assets 176 — 176 ( 71 ) Inventories 689 — 689 478 Right of use assets 54 — 54 ( 995 ) Lease liability — — — 971 Accounts payable and accrued expenses 1,440 — 1,440 2,840 Deposits and other Assets ( 29 ) — ( 29 ) ( 114 ) Net cash used in operating activities ( 2,391 ) ( 10,478 ) ( 12,869 ) ( 3,485 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 736 ) — ( 736 ) ( 1,530 ) Purchases of intangibles ( 214 ) — ( 214 ) ( 65 ) Net cash used in investing activities ( 950 ) — ( 950 ) ( 1,595 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from issuance of short-term notes payable 648 — 648 538 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 4,052 — 4,052 1,835 Payments on related party notes payable ( 107 ) — ( 107 ) — Payments on notes payable — — — ( 58 ) Payments on short-term notes payable ( 1,089 ) — ( 1,089 ) ( 323 ) Net cash provided by financing activities 3,504 — 3,504 7,563 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 163 ( 10,478 ) ( 10,315 ) 2,441 CASH AND CASH EQUIVALENTS, beginning of period 705 — 705 379 CASH AND CASH EQUIVALENTS, end of period $ 868 $ ( 10,478 ) $ ( 9,610 ) $ 2,820 Supplemental cash flow disclosures: Interest paid $ 235 — $ 235 $ 146 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,902 — 1,902 1,815 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 29: Subsequent events The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to disclosures in its consolidated financial statements other than as discussed below: ARCA and Subsidiaries Disposition On March 19, 2023, the Company entered into a Stock Purchase Agreement with VM7 Corporation, a Delaware corporation, under which the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation, (b) Customer Connexx LLC, a Nevada limited liability company, and (c) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement was consummated simultaneously with the execution of the Purchase Agreement. The Company's Board of Directors unanimously approved the Purchase Agreement and the Disposition Transaction. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $ 17.6 million, excluding those related to the California Business Fee and Tax Division; (ii) the Company will receive not less than $ 24.0 million in aggregate monthly payments from the Buyer, which payments are subject to potential increase due to the Subsidiaries’ future performance; and (iii) during the next five years, the Company may request that the Buyer prepay aggregate monthly payments in the aggregate amount of $ 1 million. The Company also received one thousand dollars for the equity of each of the Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month . The Buyer will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Subsidiaries to the Seller on or after March 19, 2023. Securities Purchase Agreement On March 22, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors for the sale by the Company in a registered direct offering of 361,000 shares of the Company’s common stock, par value $ 0.001 per share, at a purchase price per share of Common Stock of $ 1.17 . The offering closed on March 24, 2023. The aggregate gross proceeds for the sale of the shares of Common Stock were approximately $ 422,000 , before deducting the placement agent fees and related expenses. The Company intends to use the net proceeds for working capital and general corporate purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly report amounts under current operations and discontinued operations (see Note 26). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the fair values in connection with the GeoTraq promissory note, analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. |
Financial Instruments | Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of long-term debt at December 31, 2022 and January 1, 2022 approximate fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. |
Trade Receivables and Allowance for Doubtful Accounts | Trade Receivables and Allowance for Doubtful Accounts The Company carries unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company writes off trade receivables when it deems them to be uncollectible. The Company records recoveries of trade receivables previously written off when we receive them. The Company considers a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days. The Company does not charge interest on past due receivables. The Company had no allowance for doubtful accounts for the years ended December 31, 2022 and January 1, 2022 . |
Inventories | Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value. The Company provides estimated provisions for the obsolescence of our appliance inventories, including adjustment to market, based on various factors, including the age of such inventory and management’s assessment of the need for such provisions. The Company looks at historical inventory aging reports and margin analyses in determining its provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. The Company does no t have a reserve for obsolete inventory at December 31, 2022 and January 1, 2022 . |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are 3 to 30 years , transportation equipment is 3 to 15 years , machinery and equipment are 5 to 10 years , furnishings and fixtures are 3 to 5 years , and office and computer equipment are 3 to 5 years . The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable, or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including its intention with respect to maintaining its facilities, and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. |
Intangible Assets | Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, intangible assets subject to amortization, shall be reviewed for impairment in accordance with the Impairment or Disposal of Long-Lived Assets in ASC 360, Property, Plant, and Equipment . Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to its carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the Company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. The Company’s intangible assets consist of trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, computer software, patent USPTO reference No. 10,182,402, and designs and related manufacturing procedures. In connection with the Soin merger (see Note 3), intangible assets consist of three patents pending, orphan drug status for Naltrexone, as granted by the FDA, and the formula for Naltrexone. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. For the year ended January 1, 2022 , the Company took an impairment charge for the full unamortized balance, in the amount of approximately $ 9.8 million, of its GeoTraq intangible (see Note 9 below). The Company took no impairment charges for the year ended December 31, 2022 . |
Revenue Recognition | Revenue Recognition Biotechnology Revenue The Company currently generates no revenue from its Biotechnology segment. Recycling Revenue The Company provides replacement appliances and provides appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. The Company receives, as part of our de-manufacturing and recycling process, revenue from scrap dealers for refrigerant, steel, plastic, glass, copper and other residual items. The Company accounts for revenue in accordance with Accounting Standards Codification 606 Revenue from Contracts with Customers . Under the revenue standard revenue is recognized as follows: The Company determines revenue recognition utilizing the following steps: a. Identification of the contract, or contracts, with a customer, b. Identification of the performance obligations in the contract, c. Determination of the transaction price, d. Allocation of the transaction price to the performance obligations in the contract, and e. Recognition of revenue when, or as, we satisfy a performance obligation. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product or service based on its relative standalone selling price. The product or service price as specified on the contract is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances. Recycling Services and Byproduct Revenue The Company generates revenue by providing pickup and recycling services. The Company recognizes revenue at the point in time when we have picked up a to be recycled appliance and transfer of ownership has occurred, and therefore the Company's performance obligations are satisfied, which typically occur upon pickup from the Company's end user’s home. The Company generates other recycling byproduct revenue (the sale of copper, steel, plastic and other recoverable non-refrigerant byproducts) as part of its de-manufacturing process. The Company recognizes byproduct revenue upon delivery and transfer of control of byproduct to a third-party recycling customer, having a mutually agreed upon price per pound and collection reasonably assured. Transfer of control occurs at the time the customer is in possession of the byproduct material. Revenue recognized is a function of byproduct weight, type and in some cases volume of the byproduct delivered multiplied by the market rate as quoted. Recycling Services and Byproduct revenue was $ 23.2 million and $ 21.6 million for the years ended December 31, 2022 and January 1, 2022, respectively. Replacement Appliances Revenue The Company generates revenue by providing replacement appliances. The Company recognizes revenue at the point in time when control over the replacement product is transferred to the end user, when its performance obligations are satisfied, which typically occur upon delivery from the Company's center facility and installation at the end user’s home. Replacement Appliances revenue was $ 16.3 million and $ 18.4 million for the years ended December 31, 2022 and January 1, 2022, respectively. Contract Liability Receivables are recognized in the period the Company ships the product, or provides the service. Payment terms on invoiced amounts are based upon contractual terms with each customer. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes a contract liability as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met and any constraints have been resolved. The Company defers recording product costs until recognition of the related revenue occurs. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has concluded that no material costs have been incurred to obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts, meet the capitalization criteria, and, as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at December 31, 2022 or January 1, 2022. Other: a. Taxes collected from customers and remitted to government authorities and that are related to sales of our products are excluded from revenues. b. Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in Selling, General and Administrative expense. c. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed. Revenue recognized for Company contracts - approximately $ 35.0 million and $ 40.0 million for the years ended December 31, 2022 and January 1, 2022, respectively. Byproduct revenue is non-contract revenue and amounts for Byproduct revenue have been excluded from Revenue recognized for Company contracts for all periods presented. Technology Revenue The Company generates no revenue from its Technology segment. GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. The Company suspended all operations for GeoTraq during the year ended January 1, 2022. On May 24, 2022, the Company sold substantially all of the GeoTraq assets . GeoTraq is being presented as a discontinued operation (see Note 27). As discussed previously, the accounts for the Technology segment have been presented as discontinued operations in the accompanying consolidated financial statements. |
Shipping and Handling | Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. |
Advertising Expense | Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense was none and approximately $ 6,000 for the years ended December 31, 2022 and January 1, 2022 , respectively. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Lease Accounting | Lease Accounting The Company accounts for leases in accordance with ASC 842 - Leases This accounting standard requires all lessees to record the impact of leasing contracts on the balance sheet as a right to use asset and corresponding liability. This is measured by taking the present value of the remaining lease payments over the lease term and recording a right to use asset (“ROU”) and corresponding lease obligation for lease payments. Rent expense is realized on a straight-line basis and the lease obligation is amortized based on the effective interest method. The amounts recognized reflect the present value of remaining lease payments for all leases that have a lease term greater than 12 months. The discount rate used is an estimate of the Company’s incremental borrowing rate based on information available at lease commencement. In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company uses an estimate of its incremental borrowing rate based on information available at lease commencement in determining the present value of lease payments. The Company leases warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2025 with various renewal options for additional periods. The agreements, which have, and continue to be, classified as operating leases, generally provide for base rent, and require us to pay all insurance, taxes and other maintenance costs. The Company’s operating leases are exclusively for building space in the different cities in which the Company operates. The lease terms typically last from 2 - 5 years with some being longer or shorter depending on needs of the business and the lease partners. The Company has also engaged in month-to-month leases for parking spaces that the Company has elected to expense as incurred. Our lease agreements do not include variable lease payments. Our lessors do offer options to extend lease terms as leases expire and management evaluates against current rental markets and other strategic factors in making the decision to renew. When leases are within 6 months of being renewed, management will estimate probabilities of renewing for an additional term based on market and strategic factors and if the probability is more likely than not that the lease will be renewed, the financials will assume the lease is renewed under the lease renewal option. The Company's operating leases do not contain residual value guarantees, and do not contain restrictive covenants. The Company currently has one sublease in Ontario, Canada. Leases accounted for under ASC 842 were determined based on analysis of the lease contracts using lease payments and timing as documented in the contract. Non-lease contracts were also evaluated to understand if the contract terms provided for an asset that the Company controlled and provided us with substantially all the economic benefits. The Company did not observe any contracts with embedded leases. Lease contracts were reviewed, and distinctions made between non lease and lease payments. Only payments related to the lease of the asset were included in lease payment calculations. |
Stock-Based Compensation | Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. |
Foreign Currency | Foreign Currency The financial statements of the Company’s non-U.S. subsidiary are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Under ASC 830, if the assets and liabilities of the Company are recorded in certain non-U.S. functional currencies other than the U.S. dollar, they are translated at rates of exchange at year end. Revenue and expense items are translated at the average monthly exchange rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive loss. |
Earnings Per Share | Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has three reportable segments (see Note 24). |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at several banks in several states including, California, Minnesota and Nevada. Accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per institution. At times, balances may exceed federally insured limits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13 is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on our Consolidated Financial Statements and related disclosures. |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Trade and Other Receivables | The Company's trade and other receivables are as follows (in $000's): December 31, 2022 January 1, 2022 Trade receivables, net $ 7,312 $ 6,105 Factored accounts receivable — ( 2,194 ) Prestige Capital reserve receivable — 172 Other receivables 610 137 Trade and other receivables, net $ 7,922 $ 4,220 Trade accounts receivable $ 5,497 $ 4,449 Un-billed trade receivables 1,815 1,656 Total trade receivables, net $ 7,312 $ 6,105 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, consisting principally of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value, and consist of the following (in $000's): December 31, 2022 January 1, 2022 Appliances held for resale $ 366 $ 1,104 Inventory from continuing operations 366 1,104 Inventory from discontinued operations — 105 Total inventory $ 366 $ 1,209 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets consist of the following (in $000's): December 31, 2022 January 1, 2022 Prepaid insurance $ 465 $ 493 Prepaid rent — 180 Prepaid other 305 750 Total prepaids and other current assets $ 770 $ 1,423 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in $000's): Useful Life December 31, 2022 January 1, 2022 Buildings and improvements 3 - 30 $ 85 $ 80 Equipment 3 - 15 3,915 3,597 Projects under construction 1,447 851 Property and equipment 5,447 4,528 Less accumulated depreciation ( 2,742 ) ( 2,417 ) Total property and equipment, net, from continuing operations 2,705 2,111 Property and equipment, net, from discontinued operations — 2 Total property and equipment, net $ 2,705 $ 2,113 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of consist of the following (in $000's): December 31, 2022 January 1, 2022 Soin intangibles $ 19,293 $ — Patents and domains 23 23 Computer software 5,245 4,559 Total intangible assets 24,561 4,582 Less accumulated amortization ( 4,528 ) ( 4,314 ) Total intangible assets, net $ 20,033 $ 268 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities consist of the following (in $000’s, except shares): Shares Amount Beginning balance, January 1, 2022 — $ — Securities received 30,000,000 946 Mark-to-market — ( 631 ) Ending balance, December 31, 2022 30,000,000 $ 315 |
Deposits and Other Assets (Tabl
Deposits and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Assets | Deposits and other assets consist of the following (in $000's): December 31, 2022 January 1, 2022 Deposits $ 251 $ 1,513 Other 15 43 Total deposits and other assets $ 266 $ 1,556 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Present Value of Future Lease Payments | Total present value of future lease payments as of December 31, 2022 (in $000's): 2023 $ 1,998 2024 1,698 2025 1,158 2026 981 2027 445 Total 6,280 Less interest ( 832 ) Present value of payments $ 5,448 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities of continuing consist of the following (in $000's): December 31, 2022 January 1, 2022 Compensation and benefits $ 767 $ 731 Contract liability 290 17 Accrued incentive and rebate checks 2,037 1,427 Accrued transportation costs* — 904 Accrued guarantees 130 767 Accrued purchase orders — 23 Accrued taxes 223 543 Accrued litigation settlement 510 680 Other 326 140 Total accrued liabilities $ 4,283 $ 5,232 *Accrued transportation costs are related to delayed billing from certain vendors. |
Schedule of Contract Liability Activity | The following table summarizes the contract liability activity (in $000's): Beginning balance, January 2, 2021 $ 292 Accrued 180 Settled ( 455 ) Ending balance, January 1, 2022 17 Accrued 2,109 Settled ( 1,836 ) Ending balance, December 31, 2022 $ 290 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Benefit of Income Taxes | For fiscal years ended December 31, 2022, and January 1, 2022 , the Company recorded an income tax benefit from continuing operation of approximately $ 6.7 million and an income tax provision of $ 273,000 , respectively, and an income tax provision from discontinued operations of approximately $ 2.2 million and $ 0 , respectively, which consisted of the following (in $000's): Fiscal Years Ended December 31, 2022 January 1, 2022 Current tax expense: State $ 32 $ 75 Federal 45 — Current tax expense 77 75 Deferred tax benefit - domestic ( 4,589 ) 198 Total (benefit) provision of income taxes $ ( 4,512 ) $ 273 |
Schedule of Reconciliation of Our Benefit of Income Taxes with the Federal Statutory Tax Rate | A reconciliation of the Company's income tax benefit (provision) with the federal statutory tax rate for the fiscal years ended December 31, 2022, and January 1, 2022, respectively, is shown below: Fiscal Years Ended December 31, 2022 January 1, 2022 U.S statutory rate 21.0 % 21.0 % Federal income tax for installment sale 0.6 % 0.0 % State tax rate 5.5 % 4.3 % Foreign rate differential - 0.2 % 0.2 % Permanent differences 0.4 % 2.3 % Change in tax rates 2.8 % 0.2 % Benefit from CARES Act carryback claim 0.0 % - 1.2 % Change in valuation allowance - 96.4 % - 27.5 % Other 0.4 % - 0.9 % - 65.9 % - 1.6 % |
Schedule of Loss Before Benefit of Income Taxes | oss) before provision of income taxes was derived from the following sources for fiscal years December 31, 2022 and January 1, 2022, respectively, as shown below (in $000's): Fiscal Years Ended December 31, 2022 January 1, 2022 United States $ 6,717 $ ( 16,074 ) Canada ( 237 ) ( 540 ) Total $ 6,480 $ ( 16,614 ) |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets (liabilities) as of December 31, 2022 and January 1, 2022, respectively, are as follows (in $000's): December 31, 2022 January 1, 2022 Deferred tax assets (liabilities): Allowance for bad debts $ — $ 795 Accrued expenses 1,723 2,118 Accrued compensation 82 91 Section 174 expenses 92 — Prepaid expenses ( 184 ) ( 375 ) Net operating loss 5,494 4,440 Lease liability 39 25 Tax credits 3 92 Share-based compensation 171 219 Intangibles ( 4,782 ) ( 5 ) Property and equipment ( 483 ) ( 407 ) Installment sale ( 2,114 ) — Unrealized losses 305 148 Section 163(j) interest 363 361 709 7,502 Less: valuation allowance ( 904 ) ( 7,502 ) Net deferred tax assets (liabilities) $ ( 195 ) $ — |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt and Other Financing Obligations | Long-term debt and other financing obligations consist of the following (in $000's): December 31, 2022 January 1, 2022 AFCO Finance $ 274 $ 288 KLC Financial 1,781 1,654 Gulf Coast Bank and Trust Company 4,206 — Total debt 6,261 1,942 Less unamortized debt issuance costs ( 95 ) ( 74 ) Net amount 6,166 1,868 Less current portion ( 4,827 ) ( 550 ) Total long-term debt $ 1,339 $ 1,318 |
Future Maturities of Long-term Debt | Future maturities of long-term debt at December 31, 2022 are as follows and does not include related party debt (in $000's): For the fiscal year ended 2023 $ 4,827 2024 336 2025 403 2026 435 2027 165 Thereafter — Total future maturities of long-term debt $ 6,166 |
Series S Convertible Preferre_2
Series S Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |
Series S Convertible Preferred Stock outstanding | As of December 31, 2022 and January 1, 2022 , there were 100,000 and 0 shares, respectively, of Series S Convertible Preferred Stock outstanding, as reflected in the following (dollars in $000's). Series S Preferred Stock Shares Amount Balance, January 2, 2021 — $ — Balance, January 1, 2022 — — Series S preferred issued 100,000 14,510 Balance, December 31, 2022 100,000 $ 14,510 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock Options Activity | The following table summarizes stock option activity for the fiscal years ended December 31, 2022, and January 1, 2022 (Aggregate Intrinsic Value in $000's): Options Weighted Aggregate Weighted Outstanding Price Value Life Outstanding at January 2, 2021 113,900 $ 11.97 $ 78 7.0 Cancelled/expired ( 28,400 ) 9.71 Exercised ( 6,000 ) 4.32 Granted 38,000 8.16 Outstanding at January 1, 2022 117,500 7.16 21 7.0 Cancelled/expired ( 7,500 ) — Outstanding at December 31, 2022 110,000 $ 6.27 $ — 6.5 Exercisable at December 31, 2022 110,000 $ 6.27 $ — 6.5 |
Schedule of Exercise Price for Stock Options Outstanding and Exercisable Outstanding | The exercise price for stock options outstanding and exercisable outstanding at December 31, 2022 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 6,000 $17.35 to $23.45 6,000 $ 17.35 to $ 23.45 — $11.10 to $15.00 — $ 11.10 to $ 15.00 38,000 $5.70 to $9.90 38,000 $ 5.70 to $ 9.90 66,000 $3.54 to $5.25 66,000 $ 3.54 to $ 5.25 110,000 110,000 |
Summary of Information About Non-vested Shares Outstanding | The following table summarizes information about the Company’s non-vested shares outstanding as of December 31, 2022 and January 1, 2022: Non-vested Shares Number of Non-vested at January 2, 2021 48,500 Granted 38,000 Exercised ( 6,000 ) Forfeited ( 28,400 ) Vested ( 44,600 ) Non-vested at January 1, 2022 7,500 Vested ( 7,500 ) Non-vested at December 31, 2022 — |
Earnings (Loss) per share (Tabl
Earnings (Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table presents the computation of basic and diluted net loss per share (in $000's, except per share data): For the Years Ended December 31, 2022 January 1, 2022 Continuing Operations Basic and diluted Net income (loss) from continuing operations $ 3,589 $ ( 3,314 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share from continuing operations $ 1.14 $ ( 1.25 ) Discontinued Operations Basic and diluted Net income (loss) from discontinued operations $ 7,403 $ ( 13,573 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share from discontinued operations $ 2.35 $ ( 5.11 ) Total Basic and diluted Net income (loss) $ 10,992 $ ( 16,887 ) Weighted average common shares outstanding 3,150,230 2,658,686 Basic and diluted loss per share $ 3.49 $ ( 6.35 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present our segment information (in $000's): For the Years Ended December 31, 2022 January 1, 2022 Revenues Biotechnology $ — $ — Recycling 39,611 40,022 Discontinued operations — — Total Revenues $ 39,611 $ 40,022 Gross profit Biotechnology $ — $ — Recycling 7,619 8,868 Discontinued operations — — Total Gross profit $ 7,619 $ 8,868 Operating income (loss) Biotechnology $ ( 414 ) $ ( 1,351 ) Recycling ( 3,757 ) ( 1,870 ) Operating loss from continuing operations ( 4,171 ) ( 3,221 ) Discontinued operations 9,418 ( 13,550 ) Total Operating income (loss) $ 5,247 $ ( 16,771 ) Depreciation and amortization Biotechnology $ — $ — Recycling 555 448 Depreciation and amortization from continuing operations 555 448 Discontinued operations 2 3,744 Total Depreciation and amortization $ 557 $ 4,192 Interest expense, net Biotechnology $ — $ — Recycling 489 773 Discontinued operations — — Total Interest expense $ 489 $ 773 Net income (loss) after provision for income taxes Biotechnology $ ( 414 ) $ ( 1,351 ) Recycling 4,003 ( 1,963 ) Net loss from continuing operations 3,589 ( 3,314 ) Discontinued operations 7,403 ( 13,573 ) Total Net income (loss) after provision for income taxes $ 10,992 $ ( 16,887 ) As of As of December 31, 2022 January 1, 2022 Assets Biotechnology $ 19,293 $ — Recycling 27,463 15,058 Discontinue operations — 107 Total Assets $ 46,756 $ 15,165 Intangible Assets Biotechnology $ 19,293 $ — Recycling 740 268 Discontinue operations — — Total Intangible Assets $ 20,033 $ 268 |
Related parties (Tables)
Related parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Due to Related Parties [Abstract] | |
Schedule of Future maturities of the related party | Future maturities of the related party note at December 31, 2022 are as follows and does not include related party debt (in $000's): For the fiscal year ended 2023 $ 233 2024 254 2025 277 2026 74 Total future maturities of related party debt $ 838 |
GeoTraq (Tables)
GeoTraq (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sale of GeoTraq [Abstract] | |
Schedule of gain on sale of GeoTraq | The following table illustrates the calculation of the gain on sale of GeoTraq, including the charges to income referenced above, as shown on the income statement (in $000's): Purchase price $ 13,500 Discount on note receivable ( 4,013 ) Premium on shares received 46 Derecognition of GeoTraq inventory ( 105 ) Gain on sale $ 9,428 |
Schedule of consolidated balance sheet, discontinued operations | The assets and liabilities have been reflected in the consolidated balance sheets as of December 31, 2022 and January 1, 2022, and consist of the following: December 31, 2022 January 1, 2022 Assets from discontinued operations Inventories $ — $ 105 Total current assets from discontinued operations — 105 Property and equipment, net — 2 Total assets from discontinued operations $ — $ 107 Liabilities from discontinued operations Accounts payable $ — $ 195 Total current liabilities from discontinued operations $ — $ 195 |
Schedule of property and equipment, net, discontinued operations | Property and equipment, net, from discontinued operations consist of the following: Useful Life December 31, 2022 January 1, 2022 Equipment 3 - 15 $ — $ 41 Property and equipment — 41 Less accumulated depreciation — ( 39 ) Total property and equipment, net, from discontinued operations $ — $ 2 |
Schedule of consolidated statements of operations and comprehensive income (loss), discontinued operations | The results of operations for discontinued operations for the years ended December 31, 2022 and January 1, 2022 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and January 1, 2022, and consist of the following: Fiscal Years Ended December 31, 2022 January 1, 2022 Operating expenses from discontinued operations: Selling, general and administrative expenses $ 10 $ 3,764 Impairment charges — 9,786 Gain on sale of GeoTraq ( 9,428 ) — Total operating expenses from discontinued operations ( 9,418 ) 13,550 Operating income (loss) from discontinued operations 9,418 ( 13,550 ) Other income (expense) from discontinued operations Gain on debt settlement — 73 Other income, net 144 ( 96 ) Total other income, net 144 ( 23 ) Income (loss) before benefit from income taxes from discontinued operations 9,562 ( 13,573 ) Income tax provision 2,159 — Net income (loss) from discontinued operations $ 7,403 $ ( 13,573 ) |
Restatement (Tables)
Restatement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prior Period Adjustment [Abstract] | |
Schedule of Balance Sheet Table | July 2, January 1, (Unaudited) Previously Reported Effect of Restatement As restated Assets Cash and cash equivalents $ 1,181 $ — $ 1,181 $ 705 Trade and other receivables, net 4,273 — 4,273 4,220 Income taxes receivable 12 — 12 — Inventories 494 — 494 1,209 Prepaid expenses and other current assets 869 — 869 1,423 Total current assets 6,829 — 6,829 7,557 Property and equipment, net 2,676 — 2,676 2,113 Right to use asset - operating leases 4,268 — 4,268 3,671 Intangible assets, net 345 — 345 268 Note receivable, net 11,277 ( 1,812 ) 9,465 — Marketable securities 570 — 570 — Deposits and other assets 1,554 — 1,554 1,556 Total assets $ 27,519 $ ( 1,812 ) $ 25,707 $ 15,165 Liabilities and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 5,839 $ — $ 5,839 $ 5,266 Accrued liabilities - other 4,963 — 4,963 5,232 Accrued liability - California Sales Taxes 6,140 — 6,140 6,022 Lease obligation short – term - operating leases 1,405 — 1,405 1,304 Short – term debt — — — 288 Current portion of notes payable 315 — 315 261 Current portion of related party note payable 223 — 223 1,000 Total current liabilities 18,885 — 18,885 19,373 Lease obligation long term - operating leases 2,964 — 2,964 2,470 Long – term portion of notes payable 1,509 — 1,509 1,318 Long-term portion related party note payable 724 — 724 — Other noncurrent liabilities 219 — 219 680 Total liabilities 24,301 — 24,301 23,841 Commitments and contingencies (Note 15) Stockholders' equity (deficit): Preferred stock, series A - par value $ 0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at July 2, 2022 and — — — — Common stock, par value $ 0.001 per share, 10,000,000 shares authorized, 3,150,230 and 2,827,410 shares issued and outstanding at July 2, 2022 2 — 2 2 Additional paid-in capital 45,747 — 45,747 45,743 Accumulated deficit ( 41,914 ) ( 1,812 ) ( 43,726 ) ( 53,804 ) Accumulated other comprehensive loss ( 617 ) — ( 617 ) ( 617 ) Total stockholders' equity (deficit) 3,218 ( 1,812 ) 1,406 ( 8,676 ) Total liabilities and stockholders' equity (deficit) $ 27,519 $ ( 1,812 ) $ 25,707 $ 15,165 October 1, January 1, (Unaudited) Previously Reported Effect of Restatement As restated Assets Cash and cash equivalents $ 868 $ — $ 868 $ 705 Trade and other receivables, net 6,834 — 6,834 4,220 Inventories 415 — 415 1,209 Prepaid expenses and other current assets 1,248 — 1,248 1,423 Total current assets 9,365 — 9,365 7,557 Property and equipment, net 2,656 — 2,656 2,113 Right to use asset - operating leases 5,733 — 5,733 3,671 Intangible assets, net 328 — 328 268 Note receivable, net 11,345 ( 1,719 ) 9,626 — Marketable securities 300 — 300 — Deposits and other assets 1,577 — 1,577 1,556 Total assets $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 Liabilities and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 6,065 — $ 6,065 $ 5,266 Accrued liabilities - other 5,575 — 5,575 5,232 Accrued liability - California Sales Taxes 6,202 — 6,202 6,022 Lease obligation short – term - operating leases 1,711 — 1,711 1,304 Short – term debt 3,657 — 3,657 288 Current portion of notes payable 406 — 406 261 Current portion of related party note payable 228 — 228 1,000 Total current liabilities 23,844 — 23,844 19,373 Lease obligation long term - operating leases 4,179 — 4,179 2,470 Notes payable - long term portion 1,425 — 1,425 1,318 Long-term portion related party note payable 665 — 665 — Other noncurrent liabilities 46 — 46 680 Total liabilities 30,159 — 30,159 23,841 Commitments and contingencies (Note 16) Stockholders' equity (deficit): Preferred stock, series A - par value $ 0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at October 1, 2022 and — — — — Common stock, par value $ 0.001 per share, 200,000,000 shares authorized, 3,150,230 and 2,827,410 shares issued and outstanding at October 1, 2022 3 — 3 2 Additional paid-in capital 45,747 — 45,747 45,743 Accumulated deficit ( 43,988 ) ( 1,719 ) ( 45,707 ) ( 53,804 ) Accumulated other comprehensive loss ( 617 ) — ( 617 ) ( 617 ) Total stockholders' equity (deficit) 1,145 ( 1,719 ) ( 574 ) ( 8,676 ) Total liabilities and stockholders' equity (deficit) $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 |
Schedule of Income Statement Table | For the Thirteen Weeks Ended For the Twenty Six Weeks Ended July 2, July 3, July 2, July 3, Previously Reported Effect of Restatement As restated Previously Reported Effect of Restatement As restated Revenues $ 10,538 $ — $ 10,538 $ 8,606 $ 19,862 $ — $ 19,862 $ 17,278 Cost of revenues 8,889 — 8,889 6,863 16,360 — 16,360 14,114 Gross profit 1,649 — 1,649 1,743 3,502 — 3,502 3,164 Operating expenses: Selling, general and administrative expenses 2,908 — 2,908 4,595 5,853 — 5,853 8,125 Gain on sale of GeoTraq ( 12,091 ) 12,091 — — ( 12,091 ) 12,091 — — Operating income (loss) 10,832 ( 12,091 ) ( 1,259 ) ( 2,852 ) 9,740 ( 12,091 ) ( 2,351 ) ( 4,961 ) Other income (expense): Interest expense, net ( 98 ) ( 38 ) ( 136 ) ( 125 ) ( 290 ) ( 38 ) ( 328 ) ( 198 ) Gain on Payroll Protection Program loan forgiveness — — — — — — — 1,872 Gain (loss) on litigation settlement, net — — — ( 1,950 ) 1,835 — 1,835 ( 1,950 ) Gain on settlement of vendor advance payments — — — 131 — — — 941 Gain on reversal of contingency loss — — — — 637 — 637 — Unrealized loss on marketable securities ( 376 ) — ( 376 ) — ( 376 ) — ( 376 ) — Other income, net 333 — 333 22 359 — 359 22 Total other income (expense), net ( 141 ) ( 38 ) ( 179 ) ( 1,922 ) 2,165 ( 38 ) 2,127 687 Income (loss) from operations before provision for income taxes 10,691 ( 12,129 ) ( 1,438 ) ( 4,774 ) 11,905 ( 12,129 ) ( 224 ) ( 4,274 ) Provision (benefit) for income taxes 4 — 4 205 7 — 7 203 Net income (loss) from continuing operations 10,687 ( 12,129 ) ( 1,442 ) ( 4,979 ) 11,898 ( 12,129 ) ( 231 ) ( 4,477 ) Net income from discontinued operations — $ 10,317 $ 10,317 — — 10,317 10,317 — Net income (loss) $ 10,687 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,477 ) Net income (loss) per share: Basic income per share from continuing operations $ 3.39 $ ( 3.85 ) $ ( 0.46 ) $ ( 2.07 ) $ 3.78 $ ( 3.85 ) $ ( 0.07 ) $ ( 1.94 ) Diluted income per share from continuing operations $ 3.06 $ ( 3.85 ) $ ( 0.46 ) $ ( 2.07 ) $ 3.40 $ ( 3.85 ) $ ( 0.07 ) $ ( 1.94 ) Basic income per share from discontinued operations $ — $ 3.27 $ 3.27 $ — $ — $ 3.27 $ 3.27 $ — Diluted income per share from discontinued operations $ — $ 2.95 $ 2.95 $ — $ — $ 2.95 $ 2.95 $ — Basic income per share $ 3.39 $ ( 0.58 ) $ 2.82 $ ( 2.07 ) $ 3.78 $ ( 0.58 ) $ 3.20 $ ( 1.94 ) Diluted income per share $ 3.06 $ ( 0.58 ) $ 2.54 $ ( 2.07 ) $ 3.40 $ ( 0.58 ) $ 2.88 $ ( 1.94 ) Weighted average common shares outstanding: Basic 3,150,230 3,150,230 3,150,230 2,405,410 3,150,230 3,150,230 3,150,230 2,312,024 Diluted 3,496,250 3,496,250 3,496,250 2,405,410 3,496,250 3,496,250 3,496,250 2,312,024 Net income (loss) $ 10,687 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,477 ) Other comprehensive income (loss), net of tax: Effect of foreign currency translation adjustments 41 — — — — — — ( 42 ) Total other comprehensive income (loss), net of tax 41 — — — — — — ( 42 ) Comprehensive income (loss) $ 10,728 $ ( 1,812 ) $ 8,875 $ ( 4,979 ) $ 11,898 $ ( 1,812 ) $ 10,086 $ ( 4,519 ) Series A Preferred Common Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount Capital Deficit Deficit Equity (Deficit) (As restated) Balance, January 1, 2022 238,729 $ — 2,827,410 $ 2 $ 45,743 $ ( 53,804 ) $ ( 617 ) $ ( 8,676 ) Share based compensation — — — — 4 — — 4 Other comprehensive loss — — — — — ( 8 ) ( 41 ) ( 49 ) Net income — — — — — 1,211 — 1,211 Balance, April 2, 2022 238,729 — 2,827,410 2 45,747 ( 52,601 ) ( 658 ) ( 7,510 ) Series A-1 preferred converted ( 16,141 ) — 322,820 — — — — — Other comprehensive income — — — — — — 41 41 Net income, as restated — — — — — 10,687 — 10,687 Balance, July 2, 2022 222,588 $ — 3,150,230 $ 2 $ 45,747 $ ( 41,914 ) $ ( 617 ) $ 3,218 For the Twenty Six Weeks Ended July 2, 2022 July 3, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 11,898 $ ( 12,129 ) $ ( 231 ) $ ( 4,477 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating Depreciation and amortization 270 — 270 2,090 Amortization of debt issuance costs 7 — 7 — Stock based compensation expense 4 — 4 180 Accretion of note receivable discount ( 27 ) ( 38 ) ( 65 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 941 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 376 — 376 — Changes in assets and liabilities: Accounts receivable ( 53 ) — ( 53 ) ( 204 ) Income taxes receivable ( 12 ) — ( 12 ) 173 Prepaid expenses and other current assets 554 — 554 110 Inventories 610 — 610 303 Right of use assets ( 597 ) — ( 597 ) ( 681 ) Lease liability 595 — 595 650 Accounts payable and accrued expenses 713 — 713 2,485 Deposits and other Assets ( 6 ) — ( 6 ) ( 123 ) Net cash provided by (used in) operating activities 1,489 ( 10,317 ) ( 8,828 ) ( 2,307 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 721 ) — ( 721 ) ( 1,458 ) Purchases of intangibles ( 189 ) — ( 189 ) ( 65 ) Net cash used in investing activities ( 910 ) — ( 910 ) ( 1,523 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 366 — 366 1,835 Payments on related party notes payable ( 53 ) — ( 53 ) — Payments on notes payable ( 128 ) — ( 128 ) ( 59 ) Payments on short-term notes payable ( 288 ) — ( 288 ) ( 144 ) Net cash provided by (used in) financing activities ( 103 ) — ( 103 ) 7,203 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 476 ( 10,317 ) ( 9,841 ) 3,331 CASH AND CASH EQUIVALENTS, beginning of period 705 705 379 CASH AND CASH EQUIVALENTS, end of period $ 1,181 $ ( 10,317 ) $ ( 9,136 ) $ 3,710 Supplemental cash flow disclosures: Interest paid $ 120 $ — $ 120 $ 84 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,451 — 1,451 1,244 October 1, January 1, (Unaudited) Previously Reported Effect of Restatement As restated Assets Cash and cash equivalents $ 868 $ — $ 868 $ 705 Trade and other receivables, net 6,834 — 6,834 4,220 Inventories 415 — 415 1,209 Prepaid expenses and other current assets 1,248 — 1,248 1,423 Total current assets 9,365 — 9,365 7,557 Property and equipment, net 2,656 — 2,656 2,113 Right to use asset - operating leases 5,733 — 5,733 3,671 Intangible assets, net 328 — 328 268 Note receivable, net 11,345 ( 1,719 ) 9,626 — Marketable securities 300 — 300 — Deposits and other assets 1,577 — 1,577 1,556 Total assets $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 Liabilities and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 6,065 — $ 6,065 $ 5,266 Accrued liabilities - other 5,575 — 5,575 5,232 Accrued liability - California Sales Taxes 6,202 — 6,202 6,022 Lease obligation short – term - operating leases 1,711 — 1,711 1,304 Short – term debt 3,657 — 3,657 288 Current portion of notes payable 406 — 406 261 Current portion of related party note payable 228 — 228 1,000 Total current liabilities 23,844 — 23,844 19,373 Lease obligation long term - operating leases 4,179 — 4,179 2,470 Notes payable - long term portion 1,425 — 1,425 1,318 Long-term portion related party note payable 665 — 665 — Other noncurrent liabilities 46 — 46 680 Total liabilities 30,159 — 30,159 23,841 Commitments and contingencies (Note 16) Stockholders' equity (deficit): Preferred stock, series A - par value $ 0.001 per share 2,000,000 authorized, 222,588 and 238,729 shares issued and outstanding at October 1, 2022 and — — — — Common stock, par value $ 0.001 per share, 200,000,000 shares authorized, 3,150,230 and 2,827,410 shares issued and outstanding at October 1, 2022 3 — 3 2 Additional paid-in capital 45,747 — 45,747 45,743 Accumulated deficit ( 43,988 ) ( 1,719 ) ( 45,707 ) ( 53,804 ) Accumulated other comprehensive loss ( 617 ) — ( 617 ) ( 617 ) Total stockholders' equity (deficit) 1,145 ( 1,719 ) ( 574 ) ( 8,676 ) Total liabilities and stockholders' equity (deficit) $ 31,304 $ ( 1,719 ) $ 29,585 $ 15,165 For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended October 1, October 2, October 1, October 2, Previously Reported Effect of Restatement As restated Previously Reported Effect of Restatement As restated Revenues $ 8,587 $ — $ 8,587 $ 12,113 $ 28,449 $ — $ 28,449 $ 29,391 Cost of revenues 7,553 — 7,553 9,032 23,913 — 23,913 23,146 Gross profit 1,034 — 1,034 3,081 4,536 — 4,536 6,245 Operating expenses: Selling, general and administrative expenses 2,858 — 2,858 3,925 8,711 — 8,711 12,050 Gain on sale of GeoTraq — — — — ( 12,091 ) 12,091 — — Operating income (loss) ( 1,824 ) — ( 1,824 ) ( 844 ) 7,916 ( 12,091 ) ( 4,175 ) ( 5,805 ) Other income (expense): Interest income (expense), net 36 ( 68 ) ( 32 ) ( 125 ) ( 254 ) ( 106 ) ( 360 ) ( 323 ) Gain on Payroll Protection Program loan forgiveness — — — — — — — 1,872 Gain (loss) on litigation settlement, net — — — — 1,835 — 1,835 ( 1,950 ) Gain on settlement of vendor advance payments — — — 11 — — — 952 Gain on reversal of contingency loss — — — — 637 — 637 — Unrealized loss on marketable securities ( 270 ) — ( 270 ) — ( 646 ) — ( 646 ) — Other income, net — — — 23 359 — 359 45 Total other income (expense), net ( 234 ) ( 68 ) ( 302 ) ( 91 ) 1,931 ( 106 ) 1,825 596 Income (loss) from operations before provision for income taxes ( 2,058 ) ( 68 ) ( 2,126 ) ( 935 ) 9,847 ( 12,197 ) ( 2,350 ) ( 5,209 ) Provision for income taxes 16 — 16 33 23 23 236 Net income (loss) ( 2,074 ) ( 68 ) ( 2,142 ) ( 968 ) 9,824 ( 12,197 ) ( 2,373 ) ( 5,445 ) Net income from discontinued operations — 94 94 — — 10,478 10,478 Net income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,445 ) Net income (loss) per share: Basic income per share from continuing operations $ ( 0.66 ) $ ( 0.02 ) $ ( 0.68 ) $ ( 0.34 ) $ 3.12 $ ( 3.87 ) $ ( 0.75 ) $ ( 2.09 ) Diluted income per share from continuing operations $ ( 0.66 ) $ ( 0.02 ) $ ( 0.68 ) $ ( 0.34 ) $ 2.81 $ ( 3.87 ) $ ( 0.75 ) $ ( 2.09 ) Basic income per share from discontinued operations $ — $ 0.03 $ 0.03 $ — $ — $ 3.33 $ 3.33 $ — Diluted income per share from discontinued operations $ — $ 0.03 $ 0.03 $ — $ — $ 3.00 $ 3.00 $ — Basic income per share $ ( 0.66 ) $ 0.01 $ ( 0.65 ) $ ( 0.34 ) $ 3.12 $ ( 0.55 ) $ 2.57 $ ( 2.09 ) Diluted income per share $ ( 0.66 ) $ 0.01 $ ( 0.65 ) $ ( 0.34 ) $ 2.81 $ ( 0.55 ) $ 2.32 $ ( 2.09 ) Weighted average common shares outstanding: Basic 3,150,230 3,150,230 3,150,230 2,827,410 3,150,230 3,150,230 3,150,230 2,601,827 Diluted 3,150,230 3,150,230 3,150,230 2,827,410 3,496,003 3,496,003 3,496,003 2,601,827 Net income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,445 ) Other comprehensive loss, net of tax: Effect of foreign currency translation adjustments — — — — — — — ( 42 ) Total other comprehensive income loss, net of tax — — — — — — — ( 42 ) Comprehensive income (loss) $ ( 2,074 ) $ 26 $ ( 2,048 ) $ ( 968 ) $ 9,824 $ ( 1,719 ) $ 8,105 $ ( 5,487 ) Series A Preferred Common Stock Additional Accumulated Accumulated Total Shares Amount Shares Amount Capital Deficit Deficit Equity (Deficit) (As restated) Balance, January 1, 2022 238,729 $ — 2,827,410 $ 2 $ 45,743 $ ( 53,804 ) $ ( 617 ) $ ( 8,676 ) Share based compensation — — — — 4 — — 4 Other comprehensive loss — — — — — ( 8 ) ( 41 ) ( 49 ) Net income — — — — — 1,211 — 1,211 Balance, April 2, 2022 238,729 — 2,827,410 2 45,747 ( 52,601 ) ( 658 ) ( 7,510 ) Series A-1 preferred converted ( 16,141 ) — 322,820 1 — — — 1 Other comprehensive income — — — — — — 41 41 Net income, as restated — — — — — 10,687 — 10,687 Balance, July 2, 2022 222,588 — 3,150,230 3 45,747 ( 41,914 ) ( 617 ) 3,219 Net income, as restated — — — — — ( 2,074 ) — ( 2,074 ) Balance, October 1, 2022 222,588 $ — 3,150,230 $ 3 $ 45,747 $ ( 43,988 ) $ ( 617 ) $ 1,145 For the Thirty-Nine Weeks Ended October 1, 2022 October 2, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 9,824 $ ( 12,197 ) $ ( 2,373 ) $ ( 5,445 ) Adjustments to reconcile net income (loss) to net cash used in operating Depreciation and amortization 347 — 347 3,136 Amortization of debt issuance costs 10 — 10 — Stock based compensation expense 4 — 4 274 Accretion of note receivable discount ( 95 ) ( 131 ) ( 226 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 952 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 646 — 646 — Changes in assets and liabilities: Accounts receivable ( 2,614 ) — ( 2,614 ) ( 1,931 ) Income taxes receivable — — — 196 Prepaid expenses and other current assets 176 — 176 ( 71 ) Inventories 689 — 689 478 Right of use assets 54 — 54 ( 995 ) Lease liability — — — 971 Accounts payable and accrued expenses 1,440 — 1,440 2,840 Deposits and other Assets ( 29 ) — ( 29 ) ( 114 ) Net cash used in operating activities ( 2,391 ) ( 10,478 ) ( 12,869 ) ( 3,485 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 736 ) — ( 736 ) ( 1,530 ) Purchases of intangibles ( 214 ) — ( 214 ) ( 65 ) Net cash used in investing activities ( 950 ) — ( 950 ) ( 1,595 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from issuance of short-term notes payable 648 — 648 538 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 4,052 — 4,052 1,835 Payments on related party notes payable ( 107 ) — ( 107 ) — Payments on notes payable — — — ( 58 ) Payments on short-term notes payable ( 1,089 ) — ( 1,089 ) ( 323 ) Net cash provided by financing activities 3,504 — 3,504 7,563 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 163 ( 10,478 ) ( 10,315 ) 2,441 CASH AND CASH EQUIVALENTS, beginning of period 705 — 705 379 CASH AND CASH EQUIVALENTS, end of period $ 868 $ ( 10,478 ) $ ( 9,610 ) $ 2,820 Supplemental cash flow disclosures: Interest paid $ 235 — $ 235 $ 146 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,902 — 1,902 1,815 Note 29: Subsequent events The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to disclosures in its consolidated financial statements other than as discussed below: ARCA and Subsidiaries Disposition On March 19, 2023, the Company entered into a Stock Purchase Agreement with VM7 Corporation, a Delaware corporation, under which the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation, (b) Customer Connexx LLC, a Nevada limited liability company, and (c) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement was consummated simultaneously with the execution of the Purchase Agreement. The Company's Board of Directors unanimously approved the Purchase Agreement and the Disposition Transaction. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $ 17.6 million, excluding those related to the California Business Fee and Tax Division; (ii) the Company will receive not less than $ 24.0 million in aggregate monthly payments from the Buyer, which payments are subject to potential increase due to the Subsidiaries’ future performance; and (iii) during the next five years, the Company may request that the Buyer prepay aggregate monthly payments in the aggregate amount of $ 1 million. The Company also received one thousand dollars for the equity of each of the Subsidiaries at the closing. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month . The Buyer will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Subsidiaries to the Seller on or after March 19, 2023. Securities Purchase Agreement On March 22, 2023, the Company entered into a Securities Purchase Agreement with certain institutional investors for the sale by the Company in a registered direct offering of 361,000 shares of the Company’s common stock, par value $ 0.001 per share, at a purchase price per share of Common Stock of $ 1.17 . The offering closed on March 24, 2023. The aggregate gross proceeds for the sale of the shares of Common Stock were approximately $ 422,000 , before deducting the placement agent fees and related expenses. The Company intends to use the net proceeds for working capital and general corporate purposes. ITEM 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosures None. ITEM 9A. Control s and Procedures Evaluation of Disclosure control and Procedures . We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2022, the period covered in this report, our disclosure controls and procedures were not effective because of the material weaknesses discussed below. In light of the conclusion that our internal disclosure controls are ineffective as of December 31, 2022, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this annual report. Accordingly, the Company believes, based on its knowledge, that: (i) this annual report does not contain any untrue statement of a material fact or omit a material fact; and (ii) the financial statements, and other financial information included in this annual report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this annual report. Management’s Report on Internal Control Over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022. Management noted material weaknesses in internal control when conducting their evaluation of internal control as of December 31, 2022. (1) Insufficient information technology general controls and segregation of duties. (2) inadequate control design or lack of sufficient controls over significant accounting processes; (3) insufficient assessment of the impact of potentially significant transactions; and (4) insufficient processes and procedures related to proper recordkeeping of agreements and contracts. These material weaknesses remained outstanding as of the filing date of this Form 10-K and management is currently working to remedy these outstanding material weaknesses. The Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all error and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgements in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. Other Information None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE The directors and executive officers of the Company and their ages as of December 31, 2022, are as follows: Name Age Position Richard D. Butler, Jr. 72 Director Nael Hajjar 38 Director John Bitar 60 Director Tony Isaac 69 President and Chief Executive Officer Virland A. Johnson 62 Chief Financial Officer Richard D. Butler, Jr. has been a director of the Company since May 2015. Mr. Butler is the owner of an advisory firm that provides real estate, corporate, and financial advisory services since 1999, and is the co-Founder, Managing Director, and, since 2005, a major stockholder of Ref-Razzer Company, a whistle manufacturing and vending company. Prior to this, Mr. Butler was the Co-Founder and Executive Vice President of Aspen Healthcare, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Butler was a Managing Director at Landmark Financial and from 1989 to 1993 he was a Partner at Cal Ventures Real Estate Investment Group. Prior to this, Mr. Butler has also served as the President and Chief Executive Officer of Mt. Whitney Savings Bank, Chief Executive Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer and Member of the President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings & Loan Association (NYSE: FCA; peak assets $34 billion). Mr. Butler has served on the board of directors of Live Ventures (Nasdaq: Live)”) since August 2006. On December 9, 2019, ApplianceSmart, a subsidiary of Live Ventures, filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. Mr. Butler attended Bowling Green University in Ohio, San Joaquin Delta College in California, and Southern Oregon State College. We believe that Mr. Butler brings to the Board extensive experience in financial management and executive roles, which enable him to provide important expertise in financial, operating and strategic matters that impact our Company. Nael Hajjar has been a director of the Company since August 2018. Mr. Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a Senior Analyst – Economist of Statistics Canada’s Producer Prices Division where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects. We believe that Mr. Hajjar brings to the Board extensive experience in research and analysis of financial statistics, economics, and business practices in a variety of industries including manufacturing, logging, Wholesale Trade, and financial services. We believe that Mr. Hajjar also has extensive experience in project management, and he holds a Bachelor of Social Science, Honors in Economics, and Bachelor of Commerce, Option in Finance, from the University of Ottawa. John Bitar has been a director of the Company since January 2020. Since 2012, Mr. Bitar has been providing consulting services to companies and clients on business and legal strategies, management, operations, and cost controls. From 2007 to 2012, Mr. Bitar co-founded and was Managing Partner of a worker’s compensation law firm. Mr. Bitar has been an attorney admitted to the California State Bar since 1999. Mr. Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University of the Pacific, McGeorge School of Law. We believe that Mr. Bitar has significant business experience and brings operational expertise to the Board. Tony Isaac has been a director of the Company since May 2015 and Chief Executive Officer of the Company since May 2016. He served as Interim Chief Executive Officer of the Company from February 2016 until May 2016. Mr. Isaac has served as Financial Planning and Strategist/Economist of Live Ventures since July 2012. He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company. Mr. Isaac has invested in various companies, both private and public from 1980 to the present. Mr. Isaac’s specialty is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac has served as a director of Live Ventures since December 2011. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration and Economics. We believe that Mr. Isaac has significant investment and financial expertise and public board experience that he brings to the Board. Virland A. Johnson was appointed Chief Financial Officer of the Company on August 21, 2017. Mr. Johnson had previously served the Company as a consultant beginning in February 2017. Mr. Johnson also served as Chief Financial Officer for Live Ventures from January 3, 2017 through October 1, 2021. Mr. Johnson is a director and Chief Financial Officer and Secretary of ApplianceSmart. Prior to joining Live Ventures Incorporated, Mr. Johnson was Sr. Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert. Prior to joining JDA, Mr. Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc. and Younger Brothers Group, Inc. Mr. Johnson’s more than 25 years of experience is primarily in the areas of process improvement, complex debt financings, SEC and financial reporting, turn-arounds, corporate restructuring, global finance, merger and acquisitions and returning companies to profitability and enhancing stockholder value. Mr. Johnson holds a Bachelor’s degree in Accountancy from Arizona State University, and holds an active CPA license in the State of Arizona. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 31, 2022, all of its officers, directors and 10% stockholders complied with all Section 16(a) timely filing requirements. Code of Ethics Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of the SEC and The Nasdaq Stock Market. A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Investor Relations, JanOne Inc., 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. The code of ethics is also posted on our website at www.janone.com under “Investor Relations — Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information. Audit Committee The Audit Committee of the Board of Directors is comprised entirely of non-employee directors. In fiscal 2021, the members of the Audit Committee were Mr. Butler (Chair), Mr. Bitar, and Mr. Hajjar. Each of Messrs. Bitar, Butler, and Hajjar was an “independent” director as defined under the rules of The Nasdaq Stock Market. The Audit Committee is responsible for selecting and approving the Company’s independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. The Audit Committee operates under a written charter adopted by the Board of Directors, which is posted on the Company’s website at www.janone.com under the caption “Investor Relations - Governance.” The Board has determined that Mr. Butler is an “audit committee financial expert” as defined in SEC rules. Compensation and Benefits Committee The Compensation Committee of the Board of Directors is comprised entirely of non-employee directors. In fiscal 2021, the members of the Compensation Committee were Mr. Butler (Chair) and Mr. Hajjar, each of whom was also an “independent” director as defined under the rules of The Nasdaq Stock Market. The Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for the Company’s executive officers, other than the CEO, is recommended by the CEO and approved by the Compensation Committee. The annual compensation for the CEO is recommended by the Compensation Committee and formally approved by the full Bo |
Schdeule of Cash Flow Statement Table | For the Twenty Six Weeks Ended July 2, 2022 July 3, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 11,898 $ ( 12,129 ) $ ( 231 ) $ ( 4,477 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating Depreciation and amortization 270 — 270 2,090 Amortization of debt issuance costs 7 — 7 — Stock based compensation expense 4 — 4 180 Accretion of note receivable discount ( 27 ) ( 38 ) ( 65 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 941 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 376 — 376 — Changes in assets and liabilities: Accounts receivable ( 53 ) — ( 53 ) ( 204 ) Income taxes receivable ( 12 ) — ( 12 ) 173 Prepaid expenses and other current assets 554 — 554 110 Inventories 610 — 610 303 Right of use assets ( 597 ) — ( 597 ) ( 681 ) Lease liability 595 — 595 650 Accounts payable and accrued expenses 713 — 713 2,485 Deposits and other Assets ( 6 ) — ( 6 ) ( 123 ) Net cash provided by (used in) operating activities 1,489 ( 10,317 ) ( 8,828 ) ( 2,307 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 721 ) — ( 721 ) ( 1,458 ) Purchases of intangibles ( 189 ) — ( 189 ) ( 65 ) Net cash used in investing activities ( 910 ) — ( 910 ) ( 1,523 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 366 — 366 1,835 Payments on related party notes payable ( 53 ) — ( 53 ) — Payments on notes payable ( 128 ) — ( 128 ) ( 59 ) Payments on short-term notes payable ( 288 ) — ( 288 ) ( 144 ) Net cash provided by (used in) financing activities ( 103 ) — ( 103 ) 7,203 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 476 ( 10,317 ) ( 9,841 ) 3,331 CASH AND CASH EQUIVALENTS, beginning of period 705 705 379 CASH AND CASH EQUIVALENTS, end of period $ 1,181 $ ( 10,317 ) $ ( 9,136 ) $ 3,710 Supplemental cash flow disclosures: Interest paid $ 120 $ — $ 120 $ 84 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,451 — 1,451 1,244 For the Thirty-Nine Weeks Ended October 1, 2022 October 2, 2021 Previously Reported Effect of Restatement As restated OPERATING ACTIVITIES: Net income (loss) $ 9,824 $ ( 12,197 ) $ ( 2,373 ) $ ( 5,445 ) Adjustments to reconcile net income (loss) to net cash used in operating Depreciation and amortization 347 — 347 3,136 Amortization of debt issuance costs 10 — 10 — Stock based compensation expense 4 — 4 274 Accretion of note receivable discount ( 95 ) ( 131 ) ( 226 ) — Gain on legal settlement ( 115 ) — ( 115 ) — Gain on Payroll Protection Program loan forgiveness — — — ( 1,872 ) Gain on settlement of vendor advance payments — — — ( 952 ) Gain on reversal of contingent liability ( 637 ) — ( 637 ) — Gain on sale of GeoTraq ( 12,091 ) 1,850 ( 10,241 ) — Unrealized loss on marketable securities 646 — 646 — Changes in assets and liabilities: Accounts receivable ( 2,614 ) — ( 2,614 ) ( 1,931 ) Income taxes receivable — — — 196 Prepaid expenses and other current assets 176 — 176 ( 71 ) Inventories 689 — 689 478 Right of use assets 54 — 54 ( 995 ) Lease liability — — — 971 Accounts payable and accrued expenses 1,440 — 1,440 2,840 Deposits and other Assets ( 29 ) — ( 29 ) ( 114 ) Net cash used in operating activities ( 2,391 ) ( 10,478 ) ( 12,869 ) ( 3,485 ) INVESTING ACTIVITIES: Purchases of property and equipment ( 736 ) — ( 736 ) ( 1,530 ) Purchases of intangibles ( 214 ) — ( 214 ) ( 65 ) Net cash used in investing activities ( 950 ) — ( 950 ) ( 1,595 ) FINANCING ACTIVITIES: Proceeds from equity financing, net — — — 5,544 Proceeds from issuance of short-term notes payable 648 — 648 538 Proceeds from stock option exercise — — — 27 Proceeds from notes payable 4,052 — 4,052 1,835 Payments on related party notes payable ( 107 ) — ( 107 ) — Payments on notes payable — — — ( 58 ) Payments on short-term notes payable ( 1,089 ) — ( 1,089 ) ( 323 ) Net cash provided by financing activities 3,504 — 3,504 7,563 Effect of changes in exchange rate on cash and cash equivalents — — ( 42 ) INCREASE IN CASH AND CASH EQUIVALENTS 163 ( 10,478 ) ( 10,315 ) 2,441 CASH AND CASH EQUIVALENTS, beginning of period 705 — 705 379 CASH AND CASH EQUIVALENTS, end of period $ 868 $ ( 10,478 ) $ ( 9,610 ) $ 2,820 Supplemental cash flow disclosures: Interest paid $ 235 — $ 235 $ 146 Income taxes paid 54 — 54 28 Right to use asset - operating leases capitalized 1,902 — 1,902 1,815 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 19, 2023 USD ($) | Jul. 03, 2021 USD ($) | Oct. 02, 2021 USD ($) | Dec. 31, 2022 USD ($) Segment | Jan. 01, 2022 USD ($) | Oct. 01, 2022 USD ($) | Jul. 02, 2022 USD ($) | Apr. 02, 2022 USD ($) | Jan. 02, 2021 USD ($) | Aug. 28, 2019 USD ($) | |
Number of operating segments | Segment | 3 | |||||||||
Net income (loss) from continuing operations | $ 3,589,000 | $ (3,314,000) | ||||||||
Net cash used in operating activities | $ (2,307,000) | $ (3,485,000) | (3,056,000) | (5,292,000) | ||||||
Gain on Disposition | 9,700,000 | |||||||||
Net income (loss) | (4,477,000) | (5,445,000) | 10,992,000 | (16,887,000) | ||||||
Current assets | 9,173,000 | 7,557,000 | ||||||||
Current liabilities | 23,938,000 | 19,373,000 | ||||||||
Working capital | (14,800,000) | |||||||||
Stockholders Equity | 2,307,000 | (8,676,000) | $ 1,145,000 | $ 3,219,000 | $ (7,510,000) | $ 2,366,000 | ||||
Gross proceeds before deducting placement agent fees and other offering expenses | $ 5,544,000 | $ 5,544,000 | 0 | 5,544,000 | ||||||
Common Stock | ||||||||||
Stockholders Equity | 2,000 | $ 2,000 | $ 2,000 | $ 2,000 | $ 2,000 | |||||
Stock Purchase Agreement | Subsequent Event | ||||||||||
Debt maturity period | 3 years | |||||||||
Debt interest rate | 5% | |||||||||
Refund received from previous payments | 25% | |||||||||
Proceeds from government grants | $ 931,000 | |||||||||
Percentage of payment of reduction to tax division | 50% | |||||||||
Stock Purchase Agreement | Subsequent Event | Mr. Johnson | ||||||||||
Officers compensation | $ 400,000 | |||||||||
Annually adjusted officer compensation, percentage | 1% | |||||||||
Stock Purchase Agreement | Subsequent Event | Subsidiaries | ||||||||||
Reduction in liabilities | $ 17,600,000 | |||||||||
Revolving Credit Facility | ||||||||||
Availability under revolving credit facility | $ 2,500,000 | |||||||||
VM7 Corporation | Stock Purchase Agreement | Subsequent Event | Subsidiaries | ||||||||||
Reduction in liabilities | $ 17,600,000 | |||||||||
Sale of stock, description of transaction | Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. | |||||||||
Discount rate percentage | 5% | |||||||||
VM7 Corporation | Stock Purchase Agreement | Subsequent Event | Subsidiaries | During Next Five Years | ||||||||||
Monthly payment receive upon sale of equity | $ 1,000,000 | |||||||||
VM7 Corporation | Stock Purchase Agreement | Maximum [Member] | Subsequent Event | Subsidiaries | ||||||||||
Percentage of capital stock owned | 50% | |||||||||
VM7 Corporation | Stock Purchase Agreement | Maximum [Member] | Subsequent Event | Subsidiaries | Mr. Johnson | ||||||||||
Percentage of capital stock owned | 75% | |||||||||
VM7 Corporation | Stock Purchase Agreement | Minimum [Member] | Subsequent Event | Subsidiaries | ||||||||||
Monthly payment receive upon sale of equity | $ 24,000,000 | |||||||||
Nasdaq | ||||||||||
Stockholders Equity | $ 2,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment Sublease | Jan. 01, 2022 USD ($) | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 |
Reserve for obsolete inventory | $ 0 | 0 | 0 |
Estimated useful life of intangible assets | 10 years | ||
Deferred costs | $ 0 | 0 | 0 |
Revenue from contracts | 35,000,000 | 40,000,000 | |
Recycling Services and Byproduct revenue | 23,200,000 | 21,600,000 | |
Replacement Appliances revenue | 16,300,000 | 18,400,000 | |
Advertising expense | $ 0 | 6,000 | |
Operating lease, lease expire year | 2025 | ||
Operating lease, lease renewal term | 6 months | 6 months | |
Number of reportable segments | Segment | 3 | ||
Impairment charges | $ 0 | 9,786,000 | |
Ontario, Canada | |||
Number of sub leases | Sublease | 1 | ||
Technology Intangibles | |||
Impairment of intangible asset | $ 0 | ||
Estimated useful life of intangible assets | 7 years | ||
Impairment charges | $ 9,800,000 | ||
Minimum | |||
Operating lease, lease term | 2 years | 2 years | |
Minimum | Domain Name and Marketing | |||
Estimated useful life of intangible assets | 3 years | ||
Minimum | Software | |||
Estimated useful life of intangible assets | 3 years | ||
Minimum | Customer Relationships | |||
Estimated useful life of intangible assets | 7 years | ||
Minimum | Building and Improvements | |||
Estimated useful life of property and equipment | 3 years | ||
Minimum | Transportation Equipment | |||
Estimated useful life of property and equipment | 3 years | ||
Minimum | Machinery and Equipment | |||
Estimated useful life of property and equipment | 5 years | ||
Minimum | Furnishings and Fixtures | |||
Estimated useful life of property and equipment | 3 years | ||
Minimum | Office and Computer Equipment | |||
Estimated useful life of property and equipment | 3 years | ||
Maximum | |||
Operating lease, lease term | 5 years | 5 years | |
Federal Deposit Insurance Corporation insured per institution | $ 250,000 | ||
Maximum | Domain Name and Marketing | |||
Estimated useful life of intangible assets | 20 years | ||
Maximum | Software | |||
Estimated useful life of intangible assets | 5 years | ||
Maximum | Customer Relationships | |||
Estimated useful life of intangible assets | 15 years | ||
Maximum | Building and Improvements | |||
Estimated useful life of property and equipment | 30 years | ||
Maximum | Transportation Equipment | |||
Estimated useful life of property and equipment | 15 years | ||
Maximum | Machinery and Equipment | |||
Estimated useful life of property and equipment | 10 years | ||
Maximum | Furnishings and Fixtures | |||
Estimated useful life of property and equipment | 5 years | ||
Maximum | Office and Computer Equipment | |||
Estimated useful life of property and equipment | 5 years |
Mergers and Acquisitions (Addit
Mergers and Acquisitions (Additional Information) (Details) - USD ($) | Dec. 31, 2022 | Dec. 28, 2022 | Jan. 01, 2022 |
Business Acquisition [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | |
Deferred Tax Liabilities | $ 195,000 | $ 0 | |
Estimated useful life of intangible assets | 10 years | ||
Series S [Member] | |||
Business Acquisition [Line Items] | |||
Fair Value of Stock Issued | $ 14,500,000 | ||
Deferred Tax Liabilities | 4,800,000 | ||
Intangible Assets | $ 19,300,000 | ||
Estimated useful life of intangible assets | 10 years | ||
Soin Therapeutics LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, description | Dr. Soin may convert up to three million dollars of value of the Series S Stock into shares of the Company's common stock commencing one year from the closing and may convert up to an additional $10 million of value of the Series S Stock into shares of the Company's common stock from and after the sooner of (y) the issuance by the FDA of New Drug Approval for low-dose naltrexone for treating pain or (z) 10 years from the closing. Further, during the 10-year period following the closing, Dr. Soin may convert up to an additional $17 million of value at a rate of five percent of the gross revenues that the Company receives in connection with sales or license revenue from the product. | ||
Soin Therapeutics LLC [Member] | Series S [Member] | Stock Conversion 1 [Member] | |||
Business Acquisition [Line Items] | |||
Conversion of stock, amount converted | $ 3,000,000 | ||
Soin Therapeutics LLC [Member] | Series S [Member] | Stock Conversion 2 [Member] | |||
Business Acquisition [Line Items] | |||
Conversion of stock, amount converted | 10,000,000 | ||
Soin Therapeutics LLC [Member] | Series S [Member] | Stock Conversion 3 [Member] | |||
Business Acquisition [Line Items] | |||
Conversion of stock, amount converted | $ 17,000,000 | ||
Soin Therapeutics LLC [Member] | STI Merger Sub, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding, percentage | 4.99% | ||
Soin Therapeutics LLC [Member] | STI Merger Sub, Inc. [Member] | Series S [Member] | |||
Business Acquisition [Line Items] | |||
Preferred stock, shares authorized (in shares) | 200,000 | ||
Convertible preferred stock, par value | $ 300 | ||
Stock issued during period, shares, acquisition | 100,000 | ||
Stock issued during period, value, acquisition | $ 13,000,000 | ||
Stock issued during period, additional value, acquisitions | 17,000,000 | ||
Busienss acquisition, shares issued, fair value | $ 30,000,000 |
Trade and Other Receivables - S
Trade and Other Receivables - Schedule of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Receivables [Abstract] | ||
Total trade receivables, net | $ 7,312 | $ 6,105 |
Factored accounts receivable | 0 | (2,194) |
Prestige Capital reserve receivable | 0 | 172 |
Other receivables | 610 | 137 |
Trade and other receivables, net | 7,922 | 4,220 |
Trade accounts receivable | 5,497 | 4,449 |
Un-billed trade receivables | $ 1,815 | $ 1,656 |
Trade and other receivables (Ad
Trade and other receivables (Additional Information) (Details) $ in Millions | Mar. 26, 2018 USD ($) |
Receivables [Abstract] | |
Accounts receivable, outstanding balance | $ 7 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 28, 2019 | Jul. 02, 2022 | Jul. 02, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 30, 2017 | May 24, 2022 | Jan. 10, 2022 | Apr. 25, 2018 | |
Additional amount charge aganist income | $ 813,000 | |||||||||
Impairment charges | 0 | $ 9,786,000 | ||||||||
Discount charges | $ 1,850,000 | $ 1,850,000 | ||||||||
GeoTraq Inc. | ||||||||||
Note receivable face amount | $ 12,600,000 | |||||||||
Note receivable interest rate | 8% | |||||||||
Shares received against accrued interest | 550 | |||||||||
Notes Receivable from Related Parties | 11,300,000 | |||||||||
Discount Recorded As Offset To The Principal Amount | $ 1,300,000 | $ 1,300,000 | ||||||||
Original issuance discount rate percentage | 10.50% | |||||||||
Debt revised discount rate | 14.50% | |||||||||
Interest income | $ 387,000 | 0 | ||||||||
Accrued liability | 9,000,000 | 9,000,000 | ||||||||
Accrued interest | 610,000 | 610,000 | ||||||||
Interest reversed | 517,000 | 517,000 | ||||||||
Accrued receivables | 610,000 | 610,000 | ||||||||
ApplianceSmart Holdings LLC | ||||||||||
Purchase price | $ 6,500,000 | |||||||||
Note receivable face amount | $ 3,900,000 | |||||||||
Impairment charges | $ 3,000,000 | |||||||||
Note receivable balance outstanding | $ 0 | $ 0 | $ 3,000,000 | |||||||
Payment of debt for settlement | $ 25,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Inventory [Line Items] | ||
Appliances held for resale | $ 366 | $ 1,104 |
Total inventory | 366 | 1,209 |
Continuing Operations | ||
Inventory [Line Items] | ||
Total inventory | 366 | 1,104 |
Discontinued Operations | ||
Inventory [Line Items] | ||
Total inventory | $ 0 | $ 105 |
Inventory (Additional Informati
Inventory (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Inventory Disclosure [Abstract] | ||
Reserve for obsolete inventory | $ 0 | $ 0 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets - Schedule of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 465 | $ 493 |
Prepaid rent | 0 | 180 |
Prepaid other | 305 | 750 |
Total prepaid expenses and other current assets | $ 770 | $ 1,423 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 5,447 | $ 4,528 |
Less accumulated depreciation | (2,742) | (2,417) |
Total property and equipment, net | 2,705 | 2,113 |
Continuing Operations | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, net | 2,705 | 2,111 |
Discontinued Operations | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, net | 0 | 2 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 85 | 80 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 30 years | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 3,915 | 3,597 |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 15 years | |
Projects Under Construction | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 1,447 | $ 851 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |||
May 04, 2022 | Mar. 25, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 328,000 | $ 192,000 | ||
Equipment Finance Agreement | ARCA Recycling, Inc. | ||||
Property, Plant and Equipment [Line Items] | ||||
Credit Facility, payments and terms description | ARCA Recycling will make monthly payments of $31,000, inclusive of principal and interest, over a period of five years | |||
Equipment Finance Agreement | ARCA Recycling, Inc. | KLC Financial, Inc. | ||||
Property, Plant and Equipment [Line Items] | ||||
Initial loan amount, secured by existing equipment and new equipment | $ 366,280 | $ 1,800,000 | ||
Credit Facility, payments and terms description | ARCA Recycling will make an advance payment of $7,665, and then monthly payments of $7,665, inclusive of principal and interest, which is not specifically stated in the agreement, over a period of five years | |||
Credit facility monthly payments | $ 7,665 | $ 31,000 | ||
Credit facility advance payment | $ 7,665 | |||
Credit facility payment terms | 5 years | |||
Credit facility interest rate | 7.59% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,561 | $ 4,582 |
Less accumulated amortization | (4,528) | (4,314) |
Intangible assets, net | 20,033 | 268 |
Soin intangibles | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 19,293 | 0 |
Patents and Domains | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 23 | 23 |
Computer Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5,245 | $ 4,559 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 10 years | ||
Amortization of Intangible Assets | $ 229,000 | $ 4,000,000 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Finite-Lived Intangible Assets, Net | ||
GeoTraq Inc. | |||
Finite Lived Intangible Assets [Line Items] | |||
Write-down of intangible asset | $ 9,800,000 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Marketable Securities [Abstract] | |
Beginning balance, January 1, 2022 | shares | 0 |
Ending balance, December 31, 2022 | shares | 30,000,000 |
Securities received, Shares | shares | shares | 30,000,000 |
Securities Received | $ 946 |
Mark-to-market | (631) |
Beginning balance, January 1, 2022 | 0 |
Ending balance, December 31, 2022 | $ 315 |
Marketable Securities (Addition
Marketable Securities (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Marketable Securities [Abstract] | ||||||
Unrealized loss on marketable securities | $ 0 | $ 0 | $ 0 | $ 0 | $ (631,000) | $ 0 |
Deposits and Other Assets - Sch
Deposits and Other Assets - Schedule of Deposits and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits | $ 251 | $ 1,513 |
Other | 15 | 43 |
Total deposits and other assets | $ 266 | $ 1,556 |
Deposits and other assets (Addi
Deposits and other assets (Additional Information) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Refundable deposit in lieu of bond | $ 1.3 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 1,998 |
2024 | 1,698 |
2025 | 1,158 |
2026 | 981 |
2027 | 445 |
Total | 6,280 |
Less interest | (832) |
Present value of payments | $ 5,448 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Leases [Abstract] | ||
Payment for operating leases | $ 3,700 | $ 1,500,000 |
Right-of-use assets in exchange for lease liabilities | $ 4,000,000 | |
Weighted average lease term for operating leases | 3 years 7 months 6 days | |
Weighted average discount term | 8.15% |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Payables and Accruals [Abstract] | ||||
Compensation and benefits | $ 767 | $ 731 | ||
Contract liability | 290 | 17 | $ 292 | |
Accrued incentive and rebate checks | 2,037 | 1,427 | ||
Accrued transportation costs | [1] | 0 | 904 | |
Accrued guarantees | 130 | 767 | ||
Accrued purchase orders | 0 | 23 | ||
Accrued taxes | 223 | 543 | ||
Accrued litigation settlement | 510 | 680 | ||
Other | 326 | 140 | ||
Total accrued liabilities | $ 4,283 | $ 5,232 | ||
[1] *Accrued transportation costs are related to delayed billing from certain vendors. |
Accrued Liabilities - Schedul_2
Accrued Liabilities - Schedule of Contract Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 17 | $ 292 |
Accrued | 2,109 | 180 |
Settled | (1,836) | (455) |
Ending balance | $ 290 | $ 17 |
Accrued Liability - Californi_2
Accrued Liability - California Sales Tax - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Jan. 01, 2022 | Apr. 13, 2017 |
Payables and Accruals [Abstract] | |||
Sales and excise tax payable, current | $ 6,264,000 | $ 6,022,000 | $ 4,100,000 |
Interest payable, current | $ 500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Income tax (benefit) provision | $ 33,000 | $ 205,000 | $ 203,000 | $ 236,000 | $ (6,671,000) | $ 273,000 |
Operating Loss Carryforwards | 18,800,000 | |||||
Valuation allowance to reduce deferred tax assets | $ 904,000 | 7,502,000 | ||||
Open tax year subject to selection for examination | 2018 2019 2020 2021 2022 | |||||
Future valuation allowance | $ 6,600,000 | |||||
Discontinued Operations | ||||||
Income tax (benefit) provision | 2,200,000 | $ 0 | ||||
Continuing Operations | ||||||
Income tax (benefit) provision | $ 6,700,000 |
Income Taxes - Schedule of Bene
Income Taxes - Schedule of Benefit of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Current tax expense: | ||
State | $ 32 | $ 75 |
Federal | 45 | 0 |
Current tax expense | 77 | 75 |
Deferred tax benefit - domestic | (4,589) | 198 |
Total (benefit) provision of income taxes | $ (4,512) | $ 273 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Our Benefit of Income Taxes with the Federal Statutory Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Reconciliation of provision for income taxes with federal statutory rate | ||
U.S statutory rate | 21% | 21% |
Federal income tax for installment sale | 0.60% | 0% |
State tax rate | 5.50% | 4.30% |
Foreign rate differential | (0.20%) | 0.20% |
Permanent differences | 0.40% | 2.30% |
Change in tax rates | 2.80% | 0.20% |
Benefit from CARES Act carryback claim | 0% | (1.20%) |
Change in valuation allowance | (96.40%) | (27.50%) |
Other | 0.40% | (0.90%) |
Effective income tax rate | (65.90%) | (1.60%) |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Benefit of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 6,717 | $ (16,074) |
Canada | (237) | (540) |
Loss before provision of income taxes, Total | $ 6,480 | $ (16,614) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Deferred tax assets (liabilities): | ||
Allowance for bad debts | $ 0 | $ 795 |
Accrued expenses | 1,723 | 2,118 |
Accrued compensation | 82 | 91 |
Section 174 Expenses | 92 | 0 |
Prepaid expenses | (184) | (375) |
Net operating loss | 5,494 | 4,440 |
Lease liability | 39 | 25 |
Tax credits | 3 | 92 |
Share-based compensation | 171 | 219 |
Intangibles | (4,782) | (5) |
Property and equipment | (483) | (407) |
Installment Sale | (2,114) | 0 |
Unrealized losses (gains) | 305 | 148 |
Section 163(j) interest | 363 | 361 |
Total deferred tax assets (liabilities) | 709 | 7,502 |
Less: valuation allowance | (904) | (7,502) |
Net deferred tax assets (liabilities) | $ (195) | $ 0 |
Long-term debt - Summary of Lon
Long-term debt - Summary of Long Term Debt and Other Financing Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 6,166 | $ 1,868 |
Total Debt | 6,261 | 1,942 |
Less: unamortized debt issuance costs | (95) | (74) |
Less current portion | (4,827) | (550) |
Total Long Term Debt | 1,339 | 1,318 |
AFCO Finance | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 274 | 288 |
KLC Financial | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 1,781 | 1,654 |
Gulf Coast Bank and Trust Company | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 4,206 | $ 0 |
Long-term debt - Future maturit
Long-term debt - Future maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 4,827 | |
2024 | 336 | |
2025 | 403 | |
2026 | 435 | |
2027 | 165 | |
Total long-term debt | 6,166 | $ 1,868 |
Total future maturities of related party debt | $ 838 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||
Sep. 26, 2022 | May 04, 2022 | Jul. 01, 2021 | Mar. 25, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | Jul. 31, 2022 | May 01, 2020 | |
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 6,166,000 | $ 1,868,000 | ||||||
Un-billed trade receivables | 1,815,000 | 1,656,000 | ||||||
Reserve for obsolete inventory | 0 | 0 | ||||||
Inventories | 366,000 | 1,209,000 | ||||||
Availability oF Credit Facility | 470,000,000 | |||||||
Gulf Coast Bank and Trust Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term debt | $ 4,206,000 | 0 | ||||||
Maximum | Gulf Coast Bank and Trust Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable Interest rate | 8.75% | |||||||
Minimum | Gulf Coast Bank and Trust Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable Interest rate | 3.25% | |||||||
Promissory Note | PPP Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-Term Line of Credit | $ 1,800,000 | |||||||
Loan amount | $ 1,800,000 | |||||||
Prestige Capital | Gulf Coast Bank and Trust Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of Eligible Receivables | 85% | |||||||
Debt maturity date | Sep. 25, 2024 | |||||||
Credit facility outstanding amount | $ 4,200,000 | 0 | ||||||
Principal limit of the refinanced facility | $ 7,000,000 | |||||||
Un-billed trade receivables | $ 750,000 | |||||||
Percentage of eligible unbilled receivables | 50% | |||||||
Reserve for obsolete inventory | $ 400,000 | |||||||
Capital Expenditures | $ 2,000,000 | |||||||
Percentage of Eligible Capital Expenditures | 80% | |||||||
Inventories | $ 1,000,000 | |||||||
Percentage of Whirlpool percentage | 50% | |||||||
Equipment Finance Agreement | Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-Term Line of Credit | $ 366,280,000 | $ 1,800,000 | ||||||
Loan amount | 366,280,000 | 1,800,000 | ||||||
Equipment Finance Agreement | Subsidiaries | KLC Financial, Inc. | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 1,700,000 | $ 2,000,000 | ||||||
Credit facility monthly payments | $ 7,665,000 | $ 31,000 | ||||||
Credit Facility, payments and terms description | monthly payments of $7,665, inclusive of principal and interest, which is not specifically stated in the agreement, over a period of five years | ARCA Recycling will make monthly payments of $31,000, inclusive of principal and interest, over a period of five years | ||||||
Credit facility interest rate | 7.59% | |||||||
Credit facility advance payment | $ 7,665,000 | |||||||
AFCO Credit Corporation | AFCO Financing Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 516,000 | |||||||
Initial down payment | $ 129,000 | |||||||
Frequency of periodic payment | 59,000 | monthly | ||||||
Debt instrument, redemption period, end date | Apr. 01, 2023 | |||||||
Monthly principal payments | $ 69,000 | |||||||
Debt instrument, redemption period, start date | Aug. 01, 2022 | |||||||
Total long-term debt | $ 274,000 | $ 288,000 | ||||||
AFCO Credit Corporation | AFCO Financing Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest rate | 6% | |||||||
ARCA | Equipment Finance Agreement | Subsidiaries | KLC Financial, Inc. | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility outstanding amount | $ 429,279,000 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |||||||
Oct. 19, 2022 USD ($) | Jun. 01, 2021 USD ($) | Apr. 09, 2021 | Feb. 01, 2021 USD ($) | Feb. 28, 2018 USD ($) | Jan. 25, 2017 USD ($) | Dec. 31, 2022 USD ($) Quarterly | Jan. 01, 2022 USD ($) | |
Offsetting Assets [Line Items] | ||||||||
Number of installments | Quarterly | 10 | |||||||
GeoTraq Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | $ 1,950,000 | |||||||
Payments for Legal Settlements | $ 170,000 | 250,000 | ||||||
Percent of prepayment tender restrictions | 50% | |||||||
Accrued liability | 9,000,000 | |||||||
GeoTraq Inc. | Mr. Sullivan | ||||||||
Offsetting Assets [Line Items] | ||||||||
Accrued liability | 510,000 | $ 1,200,000 | ||||||
Appliance Smart, Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Amount owed by company | 767,000 | |||||||
Accrued liability | 130,000 | |||||||
Operating Leases Future Minimum Payments Due1 | 637,000 | |||||||
SA | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | $ 460,000 | |||||||
Damages awarded plus interest and attorney fees | $ 715,000 | $ 614,000 | ||||||
Attorneys fees | $ 475,000 | |||||||
Statutory Interest, Receivable | 382,000 | |||||||
AMTIM Capital Inc | ||||||||
Offsetting Assets [Line Items] | ||||||||
Claims a discrepancy in the calculation of fees | 2,000,000 | |||||||
Alixpartners, LLC | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | $ 345,000 | |||||||
Damages awarded plus interest and attorney fees | 450,000 | |||||||
Agreed Settlement Value | 125,000 | |||||||
Westerville Square | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | 120,000 | |||||||
Main/270 | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | 90,000 | |||||||
Main/270 | Appliance Smart, Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | $ 1,420,000 |
Series A-1 Preferred Stock - Ad
Series A-1 Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Aug. 18, 2017 | |
Conversion Description | Conversion Ratio” per share of the Series A-1 Convertible Preferred Stock in connection with any conversion shall be at a ratio of 20:1, one share of Series A-1 Convertible Preferred Stock | ||
Convertible preferred stock, outstanding shares (in shares) | 222,588 | 238,729 | |
Common Stock, Shares, Issued | 3,150,230 | 2,847,410 | 288,588 |
Aggregate Principal Amount | $ 800,000 | ||
Series A Convertible Preferred Stock | |||
Preferred stock, voting rights | Each holder of a share of Series A Convertible Preferred Stock has a number of votes as is determined by multiplying (i) the number of shares of Series A Preferred Stock held by such holder, and (ii) 17. The holders of Series A-1 Convertible Preferred Stock vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stockholders of the Company, except to the extent that voting as a separate class or series is required by law. | ||
Convertible Preferred Stock value | 12,300,000 | ||
Beneficial Conversion Feature | $ 2,600,000 | ||
Series A1 Convertible Preferred Stock | |||
Number of preferred converted to common stock | 16,141 | 21,000 | |
Number of shares issued upon exchange of Convertible Preferred Stock | 322,820 | 420,000 | |
Conversion Description | Shares of Series A-1 Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:20 | ||
Convertible preferred stock, outstanding shares (in shares) | 222,588 | 238,729 | |
Preferred stock, redemption terms | The Series A-1 Convertible Preferred Stock has no redemption rights by JanOne, or any other entity. | ||
Geo Traq Inc [Member] | |||
Company tendered, shares | 200,000 |
Series S Convertible Preferre_3
Series S Convertible Preferred Stock (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Dec. 28, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | |
Preferred Stock, Shares Outstanding | 222,588 | 238,729 | |
Dr. Soin [Member] | |||
Percentage of gross revenue | 5% | ||
Common stock, shares outstanding, percentage | 4.99% | ||
Series S Convertible Preferred Stock [Member] | |||
Company tendered, shares | 100,000 | ||
Convertible preferred stock outstanding | $ 14,510,000 | $ 0 | |
Preferred Stock, Shares Outstanding | 100,000 | 0 | |
Conversion of stock, description | Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1 | ||
Series S Convertible Preferred Stock [Member] | Stock Conversion 1 [Member] | Dr. Soin [Member] | |||
Conversion of stock, amount converted | $ 3,000,000 | ||
Series S Convertible Preferred Stock [Member] | Stock Conversion 2 [Member] | Dr. Soin [Member] | |||
Conversion of stock, amount converted | 10,000,000 | ||
Series S Convertible Preferred Stock [Member] | Stock Conversion 3 [Member] | Dr. Soin [Member] | |||
Conversion of stock, amount converted | 17,000,000 | ||
Series S Convertible Preferred Stock [Member] | Maximum [Member] | |||
Potential value | $ 30,000,000 |
Series S Convertible Preferre_4
Series S Convertible Preferred Stock - Summary of Series S Convertible Preferred Stock outstanding (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Preferred Stock, Shares Outstanding, Beginning Balance | 238,729 |
Preferred Stock, Outstanding Shares, Ending Balance | 222,588 |
Series S [Member] | |
Preferred Stock, Shares Outstanding, Beginning Balance | 0 |
Convertible Preferred Stock outstanding Value, Beginning balance | $ | $ 0 |
Preferred issued, Shares | 100,000 |
Preferred issued, Amount | $ | $ 14,510 |
Preferred Stock, Outstanding Shares, Ending Balance | 100,000 |
Convertible Preferred Stock outstanding Value, Ending balance | $ | $ 14,510 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2021 | Jan. 29, 2021 | Apr. 02, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2022 | Jan. 02, 2021 | Jan. 01, 2021 | Nov. 04, 2020 | Nov. 03, 2020 | Aug. 18, 2017 | |
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | |||||||||
Gross proceeds reimbursement for accountable legal expenses | $ 420,000 | ||||||||||
Share based compensation, value | $ 4,000 | $ 5,000 | $ 303,000 | ||||||||
Common stock, issued shares (in shares) | 3,150,230 | 2,847,410 | 288,588 | ||||||||
Common stock, outstanding shares (in shares) | 3,150,230 | 2,847,410 | |||||||||
Options outstanding | 110,000 | 117,500 | 113,900 | ||||||||
Stock Options | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Share-based compensation expense | $ 5,000,000 | $ 303,000,000 | |||||||||
Unrecognized compensation expense, net of estimated forfeitures | $ 0 | ||||||||||
2016 Plan | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Options expiration date | Oct. 28, 2026 | ||||||||||
Increased number of shares of common stock reserved for issuance | 400,000 | 800,000 | |||||||||
Options outstanding | 90,000 | 90,000 | |||||||||
2011 Plan | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Options expiration date | May 12, 2021 | ||||||||||
Options outstanding | 20,000 | 27,500 | |||||||||
Additional awards to be granted after adoption of 2016 plan | 0 | ||||||||||
Common Stock | Equity Offering [Member] | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 571,428 | ||||||||||
Common Stock, par value | $ 0.001 | ||||||||||
Common Stock Purchase Price Per Share | $ 10.50 | ||||||||||
Common stock gross proceeds before deducting placement agent fees and offering expenses | $ 6,000,000 | ||||||||||
Common Stock | Equity Offering [Member] | Private Placement [Member] | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Percentage of cash fee gross proceeds | 7% | ||||||||||
Common Stock | Maximum [Member] | Equity Offering [Member] | Private Placement [Member] | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Gross proceeds reimbursement for accountable legal expenses | $ 35,000 | ||||||||||
Articles of Incorporation | |||||||||||
Shareholders Equity [Line Items] | |||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | ||||||||||
Common stock, issued shares (in shares) | 3,150,230 | ||||||||||
Common stock, outstanding shares (in shares) | 2,827,410 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options Outstanding, Beginning Balance | 117,500 | 113,900 | |
Options Outstanding, Cancelled/expired | (7,500) | (28,400) | |
Options Outstanding, Granted | 38,000 | ||
Options Outstanding, Exercised | 6,000 | ||
Options Outstanding, Ending Balance | 110,000 | 117,500 | 113,900 |
Options Outstanding, Exercisable | 110,000 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Beginning Balance | $ 7.16 | $ 11.97 | |
Weighted Average Exercise Price, Cancelled/expired | 0 | 9.71 | |
Weighted Average Exercise Price, Granted | 8.16 | ||
Weighted Average Exercise Price, Exercised | 4.32 | ||
Weighted Average Exercise Price, Ending Balance | 6.27 | $ 7.16 | $ 11.97 |
Weighted Average Exercise Price, Exercisable | $ 6.27 | ||
Aggregate Intrinsic Value, Options Outstanding | $ 0 | $ 21 | $ 78 |
Aggregate Intrinsic Value, Options Exercisable | $ 0 | ||
Weighted Average Remaining Contractual Life | 6 years 6 months | 7 years | 7 years |
Weighted Average Remaining Contractual Life, Exercisable | 6 years 6 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Exercise Price for Stock Options Outstanding and Exercisable Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 110,000 |
Number of Options, Exercisable | 110,000 |
$17.35 to $23.45 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 6,000 |
Number of Options, Exercisable | 6,000 |
Exercise Price, Lower Range Limit | $ / shares | $ 17.35 |
Exercise Price, Upper Range Limit | $ / shares | $ 23.45 |
$11.10 to $15.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 0 |
Number of Options, Exercisable | 0 |
Exercise Price, Lower Range Limit | $ / shares | $ 11.10 |
Exercise Price, Upper Range Limit | $ / shares | $ 15 |
$5.70 to $9.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 38,000 |
Number of Options, Exercisable | 38,000 |
Exercise Price, Lower Range Limit | $ / shares | $ 5.70 |
Exercise Price, Upper Range Limit | $ / shares | $ 9.90 |
$3.54 to $5.25 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Number of Options, Outstanding | 66,000 |
Number of Options, Exercisable | 66,000 |
Exercise Price, Lower Range Limit | $ / shares | $ 3.54 |
Exercise Price, Upper Range Limit | $ / shares | $ 5.25 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Information About Non-vested Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Non-vested Shares | ||
Number of Shares, Non-vested, Beginning Balance | 7,500 | 48,500 |
Options Outstanding, Granted | 38,000 | |
Number of Shares, Vested | (7,500) | (44,600) |
Number of options, Exercised | (6,000) | |
Number of Shares, Forfeited | (28,400) | |
Number of Shares, Non-vested, Ending Balance | 0 | 7,500 |
Earnings (Loss) per share - Sch
Earnings (Loss) per share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Basic and diluted | |||||||
Net income (loss) from continuing operations | $ 3,589 | $ (3,314) | |||||
Net income (loss) | $ (4,477) | $ (5,445) | $ 10,992 | $ (16,887) | |||
Weighted average common shares outstanding | 2,827,410 | 2,405,410 | 2,312,024 | 2,601,827 | 3,150,230 | 2,658,686 | |
Net income (loss) per share from continuing operations, basic | $ (0.34) | $ (2.07) | $ (1.94) | $ (2.09) | $ 1.14 | $ (1.25) | |
Net income (loss) per share from continuing operations, diluted | (0.34) | (2.07) | (1.94) | (2.09) | 1.14 | (1.25) | |
Basic earnings (loss) per share | $ (0.34) | $ (2.07) | $ (1.94) | $ (2.09) | $ 3.49 | $ (6.35) | |
Basic and diluted | |||||||
Net income (loss) from discontinued operations | $ 7,403 | $ (13,573) | |||||
Assumed weighted average common shares outstanding | 2,827,410 | 2,405,410 | 2,312,024 | 2,601,827 | 3,150,230 | 2,658,686 | |
Diluted earnings (loss) per share | $ (0.34) | $ (2.07) | $ (1.94) | $ (2.09) | $ 3.49 | $ (6.35) | |
Net income (loss) per share from discontinued operations, basic | 0 | 0 | $ 0 | 0 | 2.35 | (5.11) | |
Net income (loss) per share from discontinued operations, diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ 2.35 | $ (5.11) |
Earnings (Loss) per share - Add
Earnings (Loss) per share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares excluded from earnings per share calculation | 4,600,000 | 4,800,000 |
Major Customers and Suppliers -
Major Customers and Suppliers - Additional Information (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Revenue | Two Customers | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22% | |
Revenue | Five Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 37% | |
Accounts Receivable | Five Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 53% | 38% |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | ||
Employer contributions to employee compensation plan | $ 36,000 | $ 30,000 |
Maximum | ||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | ||
Defined contribution plan, employer matching contribution, percent | 5% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 12,113 | $ 8,606 | $ 17,278 | $ 29,391 | $ 39,611 | $ 40,022 |
Gross profit | 3,081 | 1,743 | 3,164 | 6,245 | 7,619 | 8,868 |
Operating income (loss) | (844) | (2,852) | (4,961) | (5,805) | 5,247 | (16,771) |
Depreciation and amortization | 2,090 | 3,136 | 557 | 4,192 | ||
Interest expense, net | $ (125) | $ (125) | $ (198) | $ (323) | 489 | 773 |
Net income (loss) after provision for income taxes | 10,992 | (16,887) | ||||
Discontinued Operations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Gross profit | 0 | 0 | ||||
Operating income (loss) | 9,418 | (13,550) | ||||
Depreciation and amortization | 2 | 3,744 | ||||
Interest expense, net | 0 | 0 | ||||
Net income (loss) after provision for income taxes | 7,403 | (13,573) | ||||
Continuing Operations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | (4,171) | (3,221) | ||||
Depreciation and amortization | 555 | 448 | ||||
Net income (loss) after provision for income taxes | 3,589 | (3,314) | ||||
Recycling | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 39,611 | 40,022 | ||||
Gross profit | 7,619 | 8,868 | ||||
Operating income (loss) | (3,757) | (1,870) | ||||
Depreciation and amortization | 555 | 448 | ||||
Interest expense, net | 489 | 773 | ||||
Net income (loss) after provision for income taxes | 4,003 | (1,963) | ||||
Biotechnology | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Gross profit | 0 | 0 | ||||
Operating income (loss) | (414) | (1,351) | ||||
Depreciation and amortization | 0 | 0 | ||||
Interest expense, net | 0 | 0 | ||||
Net income (loss) after provision for income taxes | $ (414) | $ (1,351) |
Segment Information - Schedul_2
Segment Information - Schedule of Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Segment Reporting Information [Line Items] | ||
Assets | $ 46,756 | $ 15,165 |
Intangible Assets | 20,033 | 268 |
Discontinued Operations | ||
Segment Reporting Information [Line Items] | ||
Assets | 0 | 107 |
Intangible Assets | 0 | 0 |
Biotechnology | ||
Segment Reporting Information [Line Items] | ||
Assets | 19,293 | 0 |
Intangible Assets | 19,293 | 0 |
Recycling | ||
Segment Reporting Information [Line Items] | ||
Assets | 27,463 | 15,058 |
Intangible Assets | $ 740 | $ 268 |
Related Parties - Additional In
Related Parties - Additional Information (Details) | 12 Months Ended | ||||||
Jan. 10, 2022 USD ($) | Jan. 01, 2022 USD ($) | Aug. 28, 2019 USD ($) | Dec. 31, 2022 USD ($) ft² | Jan. 01, 2022 USD ($) | Apr. 25, 2018 USD ($) | Dec. 30, 2017 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Impairment charges | $ 0 | $ 9,786,000 | |||||
Amount paid as settlement | 838,000 | 1,000,000 | |||||
Revolving Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of revolving line of credit | $ 2,500,000 | ||||||
Appliance Smart, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable balance outstanding | $ 3,000,000 | 0 | 3,000,000 | $ 3,900,000 | $ 6,500,000 | ||
Amount paid as settlement | $ 25,000 | ||||||
ICG Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Note receivable face amount | $ 1,000,000 | ||||||
Credit facility initiation date | Apr. 30, 2022 | ||||||
Amount of revolving line of credit | 1,000,000 | 1,000,000 | |||||
Credit facility maturity date | Mar. 31, 2026 | ||||||
Credit facility interest rate | 8.75% | 8.75% | |||||
Percentage of loan fee on each borrowings | 2% | ||||||
Amount paid as settlement | $ 24,767 | ||||||
ARCA Purchasing Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | 624,000 | ||||||
Paid Broker Fees | 0 | 59,000 | $ 0 | ||||
Record and Beneficial Owner [Member] | ICG Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, Shares Outstanding, Ownership Percentage | 13.90% | ||||||
Live Ventures Incorporated | |||||||
Related Party Transaction [Line Items] | |||||||
Shared expenses with another company | 296,000 | $ 314,000 | |||||
Rented office space | ft² | 9,900 | ||||||
Operating Lease, Expense | $ 227,000 | $ 215,000 | |||||
Live Ventures Incorporated | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, rate | 5% |
Related parties - Schedule of F
Related parties - Schedule of Future maturities of the related party Note (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Related Party Transactions [Abstract] | |
2023 | $ 233 |
2024 | 254 |
2025 | 277 |
2026 | 74 |
Total future maturities of related party debt | $ 838 |
Sale of ARCA and Connexx - Addi
Sale of ARCA and Connexx - Additional Information (Details) - ARCA and Connexx Sale - USD ($) $ in Thousands | Nov. 14, 2021 | Feb. 19, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Break Fee | $ 100,000 | |
Installment | 50,000 | |
Maximum [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale of Subsidiaries | $ 25,000 | |
Asset Purchase Agreement [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Potential break fee receivable upon agreement termination | $ 250,000 |
GeoTraq (Additional Information
GeoTraq (Additional Information) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2022 | May 24, 2022 | Aug. 18, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common Stock, Shares, Issued | 3,150,230 | 2,847,410 | 288,588 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Value, Issued | $ 2,000 | $ 2,000 | ||
Cash flow activity from discontinued operations | 10,000,000 | 23,000,000 | ||
Depreciation | $ 2,000 | $ 12,000 | ||
Asset Purchase Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common Stock, Shares, Issued | 30,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.032 | |||
Common Stock, Value, Issued | $ 946,000 | |||
Stockholders' Equity Note, Subscriptions Receivable | 11,300,000 | |||
Asset Purchase Agreement [Member] | Maximum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common Stock, Value, Issued | 46,000 | |||
Asset Purchase Agreement [Member] | Minimum [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stockholders' Equity Note, Subscriptions Receivable | 1,400,000 | |||
SPYR Technologies Inc. [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Receivable with Imputed Interest, Net Amount | 1,350,000 | |||
Note Receivable Face Amount | 946,000 | |||
Charge against income for increase in discount rate | $ 813,000 | |||
SPYR Technologies Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Common Stock, Shares, Issued | 30,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.03 | |||
Agreed Prepayment Amount | $ 13,500,000 | |||
Note Receivable Face Amount | $ 12,600,000 | |||
Note Receivable Stated Interest Rate | 8% | |||
Note Receivable Maturity Date | May 24, 2027 | |||
Inventory transferred part of the sale, derecognized | $ 105,000 | |||
Note receivable discount rate | 10.50% | |||
Note receivable revised discount rate | 14.50% | |||
Charge against income for increase in discount rate | $ 1,850,000 |
GeoTraq - Schedule of Gain on S
GeoTraq - Schedule of Gain on Sale of GeoTraq (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Sale of GeoTraq [Abstract] | ||
Purchase price | $ 13,500 | |
Discount on note receivable | (4,013) | |
Premium on shares received | 46 | |
Derecognition of GeoTraq inventory | (105) | |
Gain (Loss) on Sale of Project, Total | $ 9,428 | $ 0 |
GeoTraq - Schedule of Consolida
GeoTraq - Schedule of Consolidated Balance Sheet, Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Assets from discontinued operations | ||
Inventory | $ 366 | $ 1,209 |
Total current assets | 9,173 | 7,557 |
Property and equipment, net | 2,705 | 2,113 |
Total assets | 46,756 | 15,165 |
Liabilities from discontinued operations | ||
Accounts payable | 6,699 | 5,071 |
Total current liabilities | 23,938 | 19,373 |
Discontinued Operations [Member] | ||
Assets from discontinued operations | ||
Inventory | 0 | 105 |
Total current assets | 0 | 105 |
Property and equipment, net | 0 | 2 |
Total assets | 0 | 107 |
Liabilities from discontinued operations | ||
Accounts payable | 0 | 195 |
Total current liabilities | 0 | 195 |
Asset Purchase Agreement [Member] | ||
Assets from discontinued operations | ||
Property and equipment, net | $ 0 | $ 2 |
GeoTraq - Schedule of Property
GeoTraq - Schedule of Property and Equipment, Net, Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Jan. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 5,447 | $ 4,528 |
Less accumulated depreciation | (2,742) | (2,417) |
Total property and equipment, net | 2,705 | 2,113 |
Discontinued Operations [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total property and equipment, net | 0 | 2 |
Asset Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total property and equipment, net | 0 | 2 |
Asset Purchase Agreement [Member] | Discontinued Operations [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Equipment | 0 | 41 |
Property, Plant and Equipment, Gross, Total | 0 | 41 |
Less accumulated depreciation | $ 0 | $ (39) |
Asset Purchase Agreement [Member] | Discontinued Operations [Member] | Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Estimated useful life of property and equipment | 3 years | |
Asset Purchase Agreement [Member] | Discontinued Operations [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Estimated useful life of property and equipment | 15 years |
GeoTraq - Schedule of Consoli_2
GeoTraq - Schedule of Consolidated Statements of Operations and Comprehensive Income (loss), Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Selling, general and administrative expenses | $ 3,925 | $ 4,595 | $ 8,125 | $ 12,050 | $ 11,790 | $ 12,089 |
Impairment charges | 0 | 9,786 | ||||
Total Operating Expenses | 11,790 | 12,089 | ||||
Operating income (loss) from discontinued operations | (844) | (2,852) | (4,961) | (5,805) | 5,247 | (16,771) |
Other income (expense) from discontinued operations | ||||||
Gain on debt settlement | 0 | 1,799 | ||||
Other income, net | 23 | 22 | 22 | 45 | 630 | 152 |
Total other income, net | $ (91) | $ (1,922) | $ 687 | $ 596 | 1,089 | 180 |
Discontinued Operations [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Selling, general and administrative expenses | 10 | 3,764 | ||||
Impairment charges | 0 | 9,786 | ||||
Gain on sale of GeoTraq | (9,428) | 0 | ||||
Total Operating Expenses | (9,418) | 13,550 | ||||
Operating income (loss) from discontinued operations | 9,418 | (13,550) | ||||
Other income (expense) from discontinued operations | ||||||
Gain on debt settlement | 0 | 73 | ||||
Other income, net | 144 | (96) | ||||
Total other income, net | 144 | (23) | ||||
Income (loss) before benefit from income taxes from discontinued operations, Total | 9,562 | (13,573) | ||||
Income tax provision | $ 2,159 | $ 0 | ||||
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | ||||
Net income (loss) from discontinued operations, Total | $ 7,403 | $ (13,573) |
GeoTraq - Schedule of consoli_3
GeoTraq - Schedule of consolidated statement of cash flows, discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2021 | Jul. 03, 2021 | Jul. 03, 2021 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
DISCONTINUED OPERATING ACTIVITIES: | ||||||
Net income (loss) from continuing operations | $ 3,589 | $ (3,314) | ||||
Net income (loss) from discontinued operations | 7,403 | (13,573) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | $ 2,090 | $ 3,136 | 557 | 4,192 | ||
Amortization of debt issuance costs | 0 | 31 | 9 | |||
Gain on Payroll Protection Program loan forgiveness | $ 0 | $ 0 | 1,872 | 1,872 | 0 | (1,872) |
Impairment charges | 0 | 9,786 | ||||
Changes in assets and liabilities: | ||||||
Accounts payable and accrued expenses | $ 2,485 | $ 2,840 | (265) | 1,842 | ||
Discontinued Operations [Member] | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 2 | 3,744 | ||||
Gain on sale of GeoTraq | (9,428) | 0 | ||||
Impairment charges | $ 0 | $ 9,786 |
Restatement - Schedule of Balan
Restatement - Schedule of Balance Sheet Table (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Jan. 01, 2022 | Jan. 02, 2021 | Apr. 13, 2017 |
Assets | |||||||
Cash and cash equivalents | $ 115 | $ 705 | |||||
Trade and other receivables, net | 7,922 | 4,220 | |||||
Inventories | 366 | 1,209 | |||||
Prepaid expenses and other current assets | 770 | 1,423 | |||||
Total current assets | 9,173 | 7,557 | |||||
Property and equipment, net | 2,705 | 2,113 | |||||
Right of use asset - operating leases | 5,290 | 3,671 | |||||
Intangible assets-Soin, net | 20,033 | 268 | |||||
Note receivable, net | 8,974 | 0 | |||||
Marketable securities | 315 | 0 | |||||
Deposits and other assets | 266 | 1,556 | |||||
Total assets | 46,756 | 15,165 | |||||
Liabilities: | |||||||
Accounts payable | 6,699 | 5,071 | |||||
Accrued liabilities - other | 4,283 | 5,232 | |||||
Accrued liability - California sales taxes | 6,264 | 6,022 | $ 4,100 | ||||
Lease obligation short term - operating leases | 1,632 | 1,304 | |||||
Short-term debt | 4,553 | 288 | |||||
Current portion of notes payable | 274 | 261 | |||||
Current portion of related party note payable | 233 | 1,000 | |||||
Total current liabilities | 23,938 | 19,373 | |||||
Lease obligation long term - operating leases | 3,816 | 2,470 | |||||
Long-term portion of notes payable | 1,339 | 1,318 | |||||
Long-term portion related party note payable | 605 | 0 | |||||
Other noncurrent liabilities | 46 | 680 | |||||
Total liabilities | 29,939 | 23,841 | |||||
Commitments and contingencies | |||||||
Stockholders' equity (deficit): | |||||||
Common Stock, Value | 2 | 2 | |||||
Additional paid in capital | 45,748 | 45,743 | |||||
Accumulated deficit | (42,822) | (53,804) | |||||
Accumulated other comprehensive loss | (621) | (617) | |||||
Total stockholders' equity (deficit) | 2,307 | $ 1,145 | $ 3,219 | $ (7,510) | (8,676) | $ 2,366 | |
Total liabilities and stockholders' equity (deficit) | $ 46,756 | 15,165 | |||||
Previously Reported | |||||||
Assets | |||||||
Cash and cash equivalents | 868 | 1,181 | |||||
Trade and other receivables, net | 6,834 | 4,273 | |||||
Income taxes receivable | 12 | ||||||
Inventories | 415 | 494 | |||||
Prepaid expenses and other current assets | 1,248 | 869 | |||||
Total current assets | 9,365 | 6,829 | |||||
Property and equipment, net | 2,656 | 2,676 | |||||
Right of use asset - operating leases | 5,733 | 4,268 | |||||
Intangible assets-Soin, net | 328 | 345 | |||||
Note receivable, net | 11,345 | 11,277 | |||||
Marketable securities | 300 | 570 | |||||
Deposits and other assets | 1,577 | 1,554 | |||||
Total assets | 31,304 | 27,519 | |||||
Liabilities: | |||||||
Accounts payable | 6,065 | 5,839 | |||||
Accrued liabilities - other | 5,575 | 4,963 | |||||
Accrued liability - California sales taxes | 6,202 | 6,140 | |||||
Lease obligation short term - operating leases | 1,711 | 1,405 | |||||
Short-term debt | 3,657 | 0 | |||||
Current portion of notes payable | 406 | 315 | |||||
Current portion of related party note payable | 228 | 223 | |||||
Total current liabilities | 23,844 | 18,885 | |||||
Lease obligation long term - operating leases | 4,179 | 2,964 | |||||
Long-term portion of notes payable | 1,425 | 1,509 | |||||
Long-term portion related party note payable | 665 | 724 | |||||
Other noncurrent liabilities | 46 | 219 | |||||
Total liabilities | 30,159 | 24,301 | |||||
Commitments and contingencies | |||||||
Stockholders' equity (deficit): | |||||||
Preferred Stock, Value | 0 | 0 | |||||
Common Stock, Value | 3 | 2 | |||||
Additional paid in capital | 45,747 | 45,747 | |||||
Accumulated deficit | (43,988) | (41,914) | |||||
Accumulated other comprehensive loss | (617) | (617) | |||||
Total stockholders' equity (deficit) | 1,145 | 3,218 | |||||
Total liabilities and stockholders' equity (deficit) | 31,304 | 27,519 | |||||
Effect of Restatement | |||||||
Assets | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Trade and other receivables, net | 0 | 0 | |||||
Income taxes receivable | 0 | ||||||
Inventories | 0 | 0 | |||||
Prepaid expenses and other current assets | 0 | 0 | |||||
Total current assets | 0 | 0 | |||||
Property and equipment, net | 0 | 0 | |||||
Right of use asset - operating leases | 0 | 0 | |||||
Intangible assets-Soin, net | 0 | 0 | |||||
Note receivable, net | (1,719) | (1,812) | |||||
Marketable securities | 0 | 0 | |||||
Deposits and other assets | 0 | 0 | |||||
Total assets | (1,719) | (1,812) | |||||
Liabilities: | |||||||
Accounts payable | 0 | 0 | |||||
Accrued liabilities - other | 0 | 0 | |||||
Accrued liability - California sales taxes | 0 | 0 | |||||
Lease obligation short term - operating leases | 0 | 0 | |||||
Short-term debt | 0 | 0 | |||||
Current portion of notes payable | 0 | 0 | |||||
Current portion of related party note payable | 0 | 0 | |||||
Total current liabilities | 0 | 0 | |||||
Lease obligation long term - operating leases | 0 | 0 | |||||
Long-term portion of notes payable | 0 | 0 | |||||
Long-term portion related party note payable | 0 | 0 | |||||
Other noncurrent liabilities | 0 | 0 | |||||
Total liabilities | 0 | 0 | |||||
Commitments and contingencies | |||||||
Stockholders' equity (deficit): | |||||||
Preferred Stock, Value | 0 | 0 | |||||
Common Stock, Value | 0 | 0 | |||||
Additional paid in capital | 0 | 0 | |||||
Accumulated deficit | (1,719) | (1,812) | |||||
Accumulated other comprehensive loss | 0 | 0 | |||||
Total stockholders' equity (deficit) | (1,719) | (1,812) | |||||
Total liabilities and stockholders' equity (deficit) | (1,719) | (1,812) | |||||
As Restated | |||||||
Assets | |||||||
Cash and cash equivalents | 868 | 1,181 | |||||
Trade and other receivables, net | 6,834 | 4,273 | |||||
Income taxes receivable | 12 | ||||||
Inventories | 415 | 494 | |||||
Prepaid expenses and other current assets | 1,248 | 869 | |||||
Total current assets | 9,365 | 6,829 | |||||
Property and equipment, net | 2,656 | 2,676 | |||||
Right of use asset - operating leases | 5,733 | 4,268 | |||||
Intangible assets-Soin, net | 328 | 345 | |||||
Note receivable, net | 9,626 | 9,465 | |||||
Marketable securities | 300 | 570 | |||||
Deposits and other assets | 1,577 | 1,554 | |||||
Total assets | 29,585 | 25,707 | |||||
Liabilities: | |||||||
Accounts payable | 6,065 | 5,839 | |||||
Accrued liabilities - other | 5,575 | 4,963 | |||||
Accrued liability - California sales taxes | 6,202 | 6,140 | |||||
Lease obligation short term - operating leases | 1,711 | 1,405 | |||||
Short-term debt | 3,657 | 0 | |||||
Current portion of notes payable | 406 | 315 | |||||
Current portion of related party note payable | 228 | 223 | |||||
Total current liabilities | 23,844 | 18,885 | |||||
Lease obligation long term - operating leases | 4,179 | 2,964 | |||||
Long-term portion of notes payable | 1,425 | 1,509 | |||||
Long-term portion related party note payable | 665 | 724 | |||||
Other noncurrent liabilities | 46 | 219 | |||||
Total liabilities | 30,159 | 24,301 | |||||
Commitments and contingencies | |||||||
Stockholders' equity (deficit): | |||||||
Preferred Stock, Value | 0 | 0 | |||||
Common Stock, Value | 3 | 2 | |||||
Additional paid in capital | 45,747 | 45,747 | |||||
Accumulated deficit | (45,707) | (43,726) | |||||
Accumulated other comprehensive loss | (617) | (617) | |||||
Total stockholders' equity (deficit) | (574) | 1,406 | |||||
Total liabilities and stockholders' equity (deficit) | $ 29,585 | $ 25,707 | |||||
Restatement | |||||||
Assets | |||||||
Cash and cash equivalents | 705 | ||||||
Trade and other receivables, net | 4,220 | ||||||
Income taxes receivable | 0 | ||||||
Inventories | 1,209 | ||||||
Prepaid expenses and other current assets | 1,423 | ||||||
Total current assets | 7,557 | ||||||
Property and equipment, net | 2,113 | ||||||
Right of use asset - operating leases | 3,671 | ||||||
Intangible assets-Soin, net | 268 | ||||||
Note receivable, net | 0 | ||||||
Marketable securities | 0 | ||||||
Deposits and other assets | 1,556 | ||||||
Total assets | 15,165 | ||||||
Liabilities: | |||||||
Accounts payable | 5,266 | ||||||
Accrued liabilities - other | 5,232 | ||||||
Accrued liability - California sales taxes | 6,022 | ||||||
Lease obligation short term - operating leases | 1,304 | ||||||
Short-term debt | 288 | ||||||
Current portion of notes payable | 261 | ||||||
Current portion of related party note payable | 1,000 | ||||||
Total current liabilities | 19,373 | ||||||
Lease obligation long term - operating leases | 2,470 | ||||||
Long-term portion of notes payable | 1,318 | ||||||
Long-term portion related party note payable | 0 | ||||||
Other noncurrent liabilities | 680 | ||||||
Total liabilities | 23,841 | ||||||
Stockholders' equity (deficit): | |||||||
Preferred Stock, Value | 0 | ||||||
Common Stock, Value | 2 | ||||||
Additional paid in capital | 45,743 | ||||||
Accumulated deficit | (53,804) | ||||||
Accumulated other comprehensive loss | (617) | ||||||
Total stockholders' equity (deficit) | (8,676) | ||||||
Total liabilities and stockholders' equity (deficit) | $ 15,165 |
Restatement - Schedule of Bal_2
Restatement - Schedule of Balance Sheet Table (Parenthetical) (Details) - $ / shares | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Jan. 01, 2022 | Aug. 18, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||
Preferred stock, outstanding shares (in shares) | 222,588 | 238,729 | |||
Preferred stock, issued shares (in shares) | 222,588 | 238,729 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common stock, outstanding shares (in shares) | 3,150,230 | 2,847,410 | |||
Common stock, issued shares (in shares) | 3,150,230 | 2,847,410 | 288,588 | ||
Restatement | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||
Preferred stock, outstanding shares (in shares) | 222,588 | 238,729 | |||
Preferred stock, issued shares (in shares) | 222,588 | 238,729 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Common stock, outstanding shares (in shares) | 3,150,230 | 2,827,410 | |||
Common stock, issued shares (in shares) | 3,150,230 | 2,827,410 | |||
As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |||
Preferred stock, outstanding shares (in shares) | 222,588 | 238,729 | |||
Preferred stock, issued shares (in shares) | 222,588 | 238,729 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||
Common stock, outstanding shares (in shares) | 3,150,230 | 2,827,410 | |||
Common stock, issued shares (in shares) | 3,150,230 | 2,827,410 |
Restatement - Schdeule of Incom
Restatement - Schdeule of Income Statement Table (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2022 | Jul. 02, 2022 | Oct. 02, 2021 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | $ 12,113,000 | $ 8,606,000 | $ 17,278,000 | $ 29,391,000 | $ 39,611,000 | $ 40,022,000 | ||||
Cost of revenues | 9,032,000 | 6,863,000 | 14,114,000 | 23,146,000 | 31,992,000 | 31,154,000 | ||||
Gross profit | 3,081,000 | 1,743,000 | 3,164,000 | 6,245,000 | 7,619,000 | 8,868,000 | ||||
Operating expenses: | ||||||||||
Selling, general and administrative expenses | 3,925,000 | 4,595,000 | 8,125,000 | 12,050,000 | 11,790,000 | 12,089,000 | ||||
Gain on sale of GeoTraq | 0 | 0 | ||||||||
Gain on sale of GeoTraq | 0 | 0 | ||||||||
Operating loss | (844,000) | (2,852,000) | (4,961,000) | (5,805,000) | 5,247,000 | (16,771,000) | ||||
Other income (expense): | ||||||||||
Interest expense, net | (125,000) | (125,000) | (198,000) | (323,000) | 489,000 | 773,000 | ||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 1,872,000 | 1,872,000 | 0 | (1,872,000) | ||||
Gain (loss) on litigation settlement, net | 0 | (1,950,000) | (1,950,000) | (1,950,000) | 942,000 | (1,950,000) | ||||
Gain on settlement of vendor advance payments | 11,000 | 131,000 | 941,000 | 952,000 | 0 | (952,000) | ||||
Gains on Reversal of Contingency Loss | 0 | 0 | 0 | 0 | 637,000 | 0 | ||||
Unrealized loss on marketable securities | 0 | 0 | 0 | 0 | (631,000) | 0 | ||||
Other income, net | 23,000 | 22,000 | 22,000 | 45,000 | 630,000 | 152,000 | ||||
Total other income, net | (91,000) | (1,922,000) | 687,000 | 596,000 | 1,089,000 | 180,000 | ||||
Income (loss) from operations before provision for income taxes | (935,000) | (4,774,000) | (4,274,000) | (5,209,000) | 3,082,000 | 3,041,000 | ||||
Provision (benefit) for income taxes | 33,000 | 205,000 | 203,000 | 236,000 | (6,671,000) | 273,000 | ||||
Net income (loss) from continuing operations | (968,000) | (4,979,000) | (4,477,000) | (5,445,000) | ||||||
Net income from discontinued operations | $ 0 | $ 0 | 0 | |||||||
Net income (loss) | $ (4,477,000) | $ (5,445,000) | $ 10,992,000 | $ (16,887,000) | ||||||
Net income per share: | ||||||||||
Basic income per share from continuing operations | $ (0.34) | $ (2.07) | $ (1.94) | $ (2.09) | $ 1.14 | $ (1.25) | ||||
Basic income per share from discontinued operations | 0 | 0 | $ 0 | 0 | 2.35 | (5.11) | ||||
Diluted income per share from continuing operations | (0.34) | (2.07) | (1.94) | (2.09) | 1.14 | (1.25) | ||||
Diluted income per share from discontinued operations | 0 | 0 | 0 | 0 | 2.35 | (5.11) | ||||
Basic income per share | (0.34) | (2.07) | (1.94) | (2.09) | 3.49 | (6.35) | ||||
Diluted income per share | $ (0.34) | $ (2.07) | $ (1.94) | $ (2.09) | $ 3.49 | $ (6.35) | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||||
Basic | 2,827,410 | 2,405,410 | 2,312,024 | 2,601,827 | 3,150,230 | 2,658,686 | ||||
Diluted | 2,827,410 | 2,405,410 | 2,312,024 | 2,601,827 | 3,150,230 | 2,658,686 | ||||
Net income (loss) | $ (4,477,000) | $ (5,445,000) | $ 10,992,000 | $ (16,887,000) | ||||||
Net income loss continued and discontinued operations | $ (968,000) | (5,445,000) | ||||||||
Net income (loss) | $ (4,979,000) | (4,477,000) | ||||||||
Other comprehensive income (loss), net of tax: | ||||||||||
Effect of foreign currency translation adjustments | 0 | 0 | (42,000) | (42,000) | (4,000) | (29,000) | ||||
Total other comprehensive loss, net of tax | 0 | 0 | (42,000) | (42,000) | (4,000) | (29,000) | ||||
Comprehensive income (loss) | $ 26,000 | $ (968,000) | $ (4,979,000) | $ (4,519,000) | $ (5,487,000) | $ 10,988,000 | $ (16,916,000) | |||
Previously Reported | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 8,587,000 | $ 10,538,000 | $ 19,862,000 | $ 28,449,000 | ||||||
Cost of revenues | 7,553,000 | 8,889,000 | 16,360,000 | 23,913,000 | ||||||
Gross profit | 1,034,000 | 1,649,000 | 3,502,000 | 4,536,000 | ||||||
Operating expenses: | ||||||||||
Selling, general and administrative expenses | 2,858,000 | 2,908,000 | 5,853,000 | 8,711,000 | ||||||
Gain on sale of GeoTraq | 0 | (12,091,000) | ||||||||
Gain on sale of GeoTraq | (12,091,000) | (12,091,000) | ||||||||
Operating loss | (1,824,000) | 10,832,000 | 9,740,000 | 7,916,000 | ||||||
Other income (expense): | ||||||||||
Interest expense, net | 36,000 | (98,000) | (290,000) | (254,000) | ||||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on litigation settlement, net | 0 | 0 | 1,835,000 | 1,835,000 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gains on Reversal of Contingency Loss | 0 | 0 | 637,000 | 637,000 | ||||||
Unrealized loss on marketable securities | (270,000) | (376,000) | (376,000) | (646,000) | ||||||
Other income, net | 0 | 333,000 | 359,000 | 359,000 | ||||||
Total other income, net | (234,000) | (141,000) | 2,165,000 | 1,931,000 | ||||||
Income (loss) from operations before provision for income taxes | (2,058,000) | 10,691,000 | 11,905,000 | 9,847,000 | ||||||
Provision (benefit) for income taxes | 16,000 | 4,000 | 7,000 | 23,000 | ||||||
Net income (loss) from continuing operations | (2,074,000) | 10,687,000 | 11,898,000 | 9,824,000 | ||||||
Net income from discontinued operations | $ 0 | $ 0 | 0 | 0 | ||||||
Net income (loss) | $ 11,898,000 | $ 9,824,000 | ||||||||
Net income per share: | ||||||||||
Basic income per share from continuing operations | $ (0.66) | $ 3.39 | $ 3.78 | $ 3.12 | ||||||
Basic income per share from discontinued operations | 0 | 0 | 0 | 0 | ||||||
Diluted income per share from continuing operations | (0.66) | 3.06 | 3.40 | 2.81 | ||||||
Diluted income per share from discontinued operations | 0 | 0 | 0 | 0 | ||||||
Basic income per share | (0.66) | 3.39 | 3.78 | 3.12 | ||||||
Diluted income per share | $ (0.66) | $ 3.06 | $ 3.40 | $ 2.81 | ||||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||||
Basic | 3,150,230 | 3,150,230 | 3,150,230 | 3,150,230 | ||||||
Diluted | 3,150,230 | 3,496,250 | 3,496,250 | 3,496,003 | ||||||
Net income (loss) | $ 11,898,000 | $ 9,824,000 | ||||||||
Net income loss continued and discontinued operations | $ (2,074,000) | 9,824,000 | ||||||||
Net income (loss) | $ 10,687,000 | 11,898,000 | ||||||||
Other comprehensive income (loss), net of tax: | ||||||||||
Effect of foreign currency translation adjustments | 0 | 41,000 | 0 | 0 | ||||||
Total other comprehensive loss, net of tax | 0 | 41,000 | 0 | 0 | ||||||
Comprehensive income (loss) | (2,074,000) | 10,728,000 | 11,898,000 | 9,824,000 | ||||||
Effect of Restatement | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 0 | 0 | 0 | 0 | ||||||
Cost of revenues | 0 | 0 | 0 | 0 | ||||||
Gross profit | 0 | 0 | 0 | 0 | ||||||
Operating expenses: | ||||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | ||||||
Gain on sale of GeoTraq | 0 | 12,091,000 | ||||||||
Gain on sale of GeoTraq | 12,091,000 | 12,091,000 | ||||||||
Operating loss | 0 | (12,091,000) | (12,091,000) | (12,091,000) | ||||||
Other income (expense): | ||||||||||
Interest expense, net | (68,000) | 38,000 | (38,000) | (106,000) | ||||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on litigation settlement, net | 0 | 0 | 0 | 0 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gains on Reversal of Contingency Loss | 0 | 0 | 0 | 0 | ||||||
Unrealized loss on marketable securities | 0 | 0 | 0 | 0 | ||||||
Other income, net | 0 | 0 | 0 | 0 | ||||||
Total other income, net | (68,000) | (38,000) | (38,000) | (106,000) | ||||||
Income (loss) from operations before provision for income taxes | (68,000) | (12,129,000) | (12,129,000) | (12,197,000) | ||||||
Provision (benefit) for income taxes | 0 | 0 | 0 | |||||||
Net income (loss) from continuing operations | (68,000) | (12,129,000) | (12,129,000) | (12,197,000) | ||||||
Net income from discontinued operations | $ 94,000 | $ 10,317,000 | 10,317,000 | 10,478,000 | ||||||
Net income (loss) | $ (12,129,000) | $ (12,197,000) | ||||||||
Net income per share: | ||||||||||
Basic income per share from continuing operations | $ (0.02) | $ (3.85) | $ (3.85) | $ (3.87) | ||||||
Basic income per share from discontinued operations | 0.03 | 3.27 | 3.27 | 3.33 | ||||||
Diluted income per share from continuing operations | (0.02) | (3.85) | (3.85) | (3.87) | ||||||
Diluted income per share from discontinued operations | 0.03 | 2.95 | 2.95 | 3 | ||||||
Basic income per share | 0.01 | (0.58) | (0.58) | (0.55) | ||||||
Diluted income per share | $ 0.01 | $ (0.58) | $ (0.58) | $ (0.55) | ||||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||||
Basic | 3,150,230 | 3,150,230 | 3,150,230 | 3,150,230 | ||||||
Diluted | 3,150,230 | 3,496,250 | 3,496,250 | 3,496,003 | ||||||
Net income (loss) | $ (12,129,000) | $ (12,197,000) | ||||||||
Net income loss continued and discontinued operations | $ 26,000 | (1,719,000) | ||||||||
Net income (loss) | $ (1,812,000) | (1,812,000) | ||||||||
Other comprehensive income (loss), net of tax: | ||||||||||
Effect of foreign currency translation adjustments | 0 | 0 | 0 | 0 | ||||||
Total other comprehensive loss, net of tax | 0 | 0 | 0 | 0 | ||||||
Comprehensive income (loss) | (1,812,000) | (1,812,000) | (1,719,000) | |||||||
As Restated | ||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||
Revenues | 8,587,000 | 10,538,000 | 19,862,000 | 28,449,000 | ||||||
Cost of revenues | 7,553,000 | 8,889,000 | 16,360,000 | 23,913,000 | ||||||
Gross profit | 1,034,000 | 1,649,000 | 3,502,000 | 4,536,000 | ||||||
Operating expenses: | ||||||||||
Selling, general and administrative expenses | 2,858,000 | 2,908,000 | 5,853,000 | 8,711,000 | ||||||
Gain on sale of GeoTraq | 0 | 0 | ||||||||
Gain on sale of GeoTraq | 0 | 0 | ||||||||
Operating loss | (1,824,000) | (1,259,000) | (2,351,000) | (4,175,000) | ||||||
Other income (expense): | ||||||||||
Interest expense, net | (32,000) | (136,000) | (328,000) | (360,000) | ||||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on litigation settlement, net | 0 | 0 | 1,835,000 | 1,835,000 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gains on Reversal of Contingency Loss | 0 | 0 | 637,000 | 637,000 | ||||||
Unrealized loss on marketable securities | (270,000) | (376,000) | (376,000) | (646,000) | ||||||
Other income, net | 0 | 333,000 | 359,000 | 359,000 | ||||||
Total other income, net | (302,000) | (179,000) | 2,127,000 | 1,825,000 | ||||||
Income (loss) from operations before provision for income taxes | (2,126,000) | (1,438,000) | (224,000) | (2,350,000) | ||||||
Provision (benefit) for income taxes | 16,000 | 4,000 | 7,000 | 23,000 | ||||||
Net income (loss) from continuing operations | (2,142,000) | (1,442,000) | (231,000) | (2,373,000) | ||||||
Net income from discontinued operations | $ 94,000 | $ 10,317,000 | 10,317,000 | 10,478,000 | ||||||
Net income (loss) | $ 231,000 | $ (2,373,000) | ||||||||
Net income per share: | ||||||||||
Basic income per share from continuing operations | $ (0.68) | $ (0.46) | $ (0.07) | $ (0.75) | ||||||
Basic income per share from discontinued operations | 0.03 | 3.27 | 3.27 | 3.33 | ||||||
Diluted income per share from continuing operations | (0.68) | (0.46) | (0.07) | (0.75) | ||||||
Diluted income per share from discontinued operations | 0.03 | 2.95 | 2.95 | 3 | ||||||
Basic income per share | (0.65) | 2.82 | 3.20 | 2.57 | ||||||
Diluted income per share | $ (0.65) | $ 2.54 | $ 2.88 | $ 2.32 | ||||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||||
Basic | 3,150,230 | 3,150,230 | 3,150,230 | 3,150,230 | ||||||
Diluted | 3,150,230 | 3,496,250 | 3,496,250 | 3,496,003 | ||||||
Net income (loss) | $ 231,000 | $ (2,373,000) | ||||||||
Net income loss continued and discontinued operations | $ (2,048,000) | 8,105,000 | ||||||||
Net income (loss) | $ 8,875,000 | 10,086,000 | ||||||||
Other comprehensive income (loss), net of tax: | ||||||||||
Effect of foreign currency translation adjustments | 0 | 0 | 0 | 0 | ||||||
Total other comprehensive loss, net of tax | 0 | 0 | 0 | 0 | ||||||
Comprehensive income (loss) | $ (2,048,000) | $ 8,875,000 | $ 10,086,000 | $ 8,105,000 |
Restatement - Schedule of Stock
Restatement - Schedule of Stockholders Equity Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2022 | Jan. 01, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | $ 3,219 | $ (7,510) | $ (8,676) | $ (8,676) | $ 2,366 |
Share based compensation | 4 | 5 | 303 | ||
Other comprehensive loss | 41 | (49) | (14) | (29) | |
Net income (loss) | (2,074) | 10,687 | 1,211 | 10,992 | (16,887) |
Series A1 Preferred Converted | 1 | ||||
Ending balance | 1,145 | 3,219 | $ (7,510) | $ 2,307 | $ (8,676) |
Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | 3,218 | ||||
Ending balance | 1,145 | 3,218 | |||
Effect of Restatement | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | (1,812) | ||||
Ending balance | (1,719) | (1,812) | |||
As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | 1,406 | ||||
Ending balance | $ (574) | $ 1,406 | |||
Series A Preferred | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance, shares | 222,588 | 238,729 | 238,729 | 238,729 | 259,729 |
Series A-1 preferred converted, Shares | (16,141) | (16,141) | (21,000) | ||
Ending balance, shares | 222,588 | 238,729 | 222,588 | 238,729 | |
Series A Preferred | As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance, shares | 222,588 | 238,729 | 238,729 | 238,729 | |
Series A-1 preferred converted, Shares | (16,141) | ||||
Ending balance, shares | 222,588 | 222,588 | 238,729 | 238,729 | |
Common Stock | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | $ 2 | $ 2 | $ 2 | $ 2 | $ 2 |
Beginning balance, shares | 3,150,230 | 2,827,410 | 2,827,410 | 2,827,410 | 1,829,982 |
Series A-1 preferred converted, Shares | 322,820 | 322,820 | 420,000 | ||
Ending balance | $ 2 | $ 2 | $ 2 | $ 2 | |
Ending balance, shares | 3,150,230 | 2,827,410 | 3,150,230 | 2,827,410 | |
Common Stock | As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | $ 3 | $ 2 | $ 2 | $ 2 | |
Beginning balance, shares | 3,150,230 | 2,827,410 | 2,827,410 | 2,827,410 | |
Series A1 Preferred Converted | $ 1 | ||||
Series A-1 preferred converted, Shares | 322,820 | ||||
Ending balance | $ 3 | $ 3 | $ 2 | $ 2 | |
Ending balance, shares | 3,150,230 | 3,150,230 | 2,827,410 | 2,827,410 | |
Additional Paid in Capital | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | $ 45,747 | $ 45,747 | $ 45,743 | $ 45,743 | $ 39,869 |
Share based compensation | 4 | 5 | 303 | ||
Ending balance | 45,747 | 45,747 | 45,748 | 45,743 | |
Additional Paid in Capital | As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | 45,747 | 45,747 | 45,743 | 45,743 | |
Share based compensation | 4 | ||||
Ending balance | 45,747 | 45,747 | 45,747 | 45,743 | |
Accumulated Deficit | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | (41,914) | (52,601) | (53,804) | (53,804) | (36,917) |
Other comprehensive loss | (8) | (10) | |||
Net income (loss) | 10,687 | 1,211 | 10,992 | (16,887) | |
Ending balance | (41,914) | (52,601) | (42,822) | (53,804) | |
Accumulated Deficit | As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | (41,914) | (52,601) | (53,804) | (53,804) | |
Other comprehensive loss | (8) | ||||
Net income (loss) | (2,074) | 10,687 | 1,211 | ||
Ending balance | (43,988) | (41,914) | (52,601) | (53,804) | |
Accumulated Other Comprehensive Deficit | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | (617) | (658) | (617) | (617) | (588) |
Other comprehensive loss | 41 | (41) | (4) | (29) | |
Ending balance | (617) | (658) | (621) | (617) | |
Accumulated Other Comprehensive Deficit | As Restated | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Beginning balance | (617) | (658) | (617) | $ (617) | |
Other comprehensive loss | 41 | (41) | |||
Ending balance | $ (617) | $ (617) | $ (658) | $ (617) |
Restatement - Schdeule of Cash
Restatement - Schdeule of Cash Flow Statement Table (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2022 | Jul. 02, 2022 | Oct. 02, 2021 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Dec. 31, 2022 | Jan. 01, 2022 | |
OPERATING ACTIVITIES: | ||||||||||
Net income (loss) | $ (4,477,000) | $ (5,445,000) | $ 10,992,000 | $ (16,887,000) | ||||||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||||
Depreciation and amortization | 2,090,000 | 3,136,000 | 557,000 | 4,192,000 | ||||||
Amortization of debt issuance costs | 0 | 31,000 | 9,000 | |||||||
Stock based compensation expense | 180,000 | 274,000 | 5,000 | 303,000 | ||||||
Accretion of note receivable discount | 0 | (387,000) | 0 | |||||||
Gain on legal settlement | 0 | 1,009,000 | 0 | |||||||
Gain on Payroll Protection Program loan forgiveness | $ 0 | $ 0 | (1,872,000) | (1,872,000) | 0 | 1,872,000 | ||||
Gain on settlement of vendor advance payments | (11,000) | (131,000) | (941,000) | (952,000) | 0 | 952,000 | ||||
Gain on reversal of contingency loss | 0 | (637,000) | 0 | |||||||
Gains and losses on sale of GeoTraq | ||||||||||
Unrealized loss on marketable securities | 0 | 0 | 0 | 0 | 631,000 | 0 | ||||
Changes in assets and liabilities: | ||||||||||
Accounts receivable | (204,000) | (1,931,000) | (3,702,000) | (620,000) | ||||||
Income taxes receivable | 173,000 | 196,000 | 0 | 196,000 | ||||||
Prepaid expenses and other current assets | 110,000 | (71,000) | (653,000) | 287,000 | ||||||
Inventories | 303,000 | 478,000 | (738,000) | (421,000) | ||||||
Right of use assets | (681,000) | (995,000) | ||||||||
Lease liability | 650,000 | 971,000 | ||||||||
Accounts payable and accrued expenses | 2,485,000 | 2,840,000 | (265,000) | 1,842,000 | ||||||
Deposits and other Assets | (123,000) | (114,000) | ||||||||
Net cash used in operating activities | (2,307,000) | (3,485,000) | (3,056,000) | (5,292,000) | ||||||
INVESTING ACTIVITIES: | ||||||||||
Purchases of property and equipment | (1,458,000) | (1,530,000) | (808,000) | (1,659,000) | ||||||
Purchase of intangible assets | (65,000) | (65,000) | (701,000) | (65,000) | ||||||
Net cash used in investing activities | (1,523,000) | (1,595,000) | (1,509,000) | (1,721,000) | ||||||
FINANCING ACTIVITIES: | ||||||||||
Proceeds from equity financing, net | 5,544,000 | 5,544,000 | 0 | 5,544,000 | ||||||
Proceeds from issuance of short term notes payable | 538,000 | 708,000 | 795,000 | |||||||
Proceeds from stock option exercise | 27,000 | 27,000 | 0 | 27,000 | ||||||
Proceeds from note payable | 1,835,000 | 1,835,000 | 16,837,000 | 1,835,000 | ||||||
Payment on related party note | 0 | (162,000) | 0 | |||||||
Payments on notes payable | (59,000) | (58,000) | (12,682,000) | (182,000) | ||||||
Payments on short term notes payable | (144,000) | (323,000) | (722,000) | (651,000) | ||||||
Net cash provided by financing activities | 7,203,000 | 7,563,000 | 3,979,000 | 7,368,000 | ||||||
Effect of changes in exchange rate on cash and cash equivalents | (42,000) | (42,000) | (4,000) | (29,000) | ||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,331,000 | 2,441,000 | (590,000) | 326,000 | ||||||
CASH AND CASH EQUIVALENTS, beginning of period | 3,710,000 | $ 705,000 | 379,000 | $ 705,000 | 379,000 | 705,000 | 379,000 | |||
CASH AND CASH EQUIVALENTS, end of period | $ 2,820,000 | $ 3,710,000 | 3,710,000 | 2,820,000 | 115,000 | 705,000 | ||||
Supplemental cash flow disclosures: | ||||||||||
Interest paid | 84,000 | 146,000 | 407,000 | 475,000 | ||||||
Income taxes paid, net | 28,000 | 28,000 | 108,000 | 40,000 | ||||||
Right to use asset - operating leases capitalized | 1,244,000 | 1,815,000 | ||||||||
Previously Reported | ||||||||||
OPERATING ACTIVITIES: | ||||||||||
Net income (loss) | 11,898,000 | 9,824,000 | ||||||||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||||
Depreciation and amortization | 270,000 | 347,000 | ||||||||
Amortization of debt issuance costs | 7,000 | 10,000 | ||||||||
Stock based compensation expense | 4,000 | 4,000 | ||||||||
Accretion of note receivable discount | (27,000) | (95,000) | ||||||||
Gain on legal settlement | (115,000) | (115,000) | ||||||||
Gain on Payroll Protection Program loan forgiveness | $ 0 | $ 0 | 0 | 0 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gain on reversal of contingency loss | (637,000) | (637,000) | ||||||||
Gains and losses on sale of GeoTraq | (12,091,000) | (12,091,000) | ||||||||
Unrealized loss on marketable securities | 270,000 | 376,000 | 376,000 | 646,000 | ||||||
Changes in assets and liabilities: | ||||||||||
Accounts receivable | (53,000) | (2,614,000) | ||||||||
Income taxes receivable | (12,000) | |||||||||
Prepaid expenses and other current assets | 554,000 | 176,000 | ||||||||
Inventories | 610,000 | 689,000 | ||||||||
Right of use assets | (597,000) | 54,000 | ||||||||
Lease liability | 595,000 | |||||||||
Accounts payable and accrued expenses | 713,000 | 1,440,000 | ||||||||
Deposits and other Assets | (6,000) | (29,000) | ||||||||
Net cash used in operating activities | 1,489,000 | (2,391,000) | ||||||||
INVESTING ACTIVITIES: | ||||||||||
Purchases of property and equipment | (721,000) | (736,000) | ||||||||
Purchase of intangible assets | (189,000) | (214,000) | ||||||||
Net cash used in investing activities | (910,000) | (950,000) | ||||||||
FINANCING ACTIVITIES: | ||||||||||
Proceeds from equity financing, net | 0 | |||||||||
Proceeds from issuance of short term notes payable | 648,000 | |||||||||
Proceeds from stock option exercise | 0 | |||||||||
Proceeds from note payable | 366,000 | 4,052,000 | ||||||||
Payment on related party note | (53,000) | (107,000) | ||||||||
Payments on notes payable | (128,000) | |||||||||
Payments on short term notes payable | (288,000) | (1,089,000) | ||||||||
Net cash provided by financing activities | (103,000) | 3,504,000 | ||||||||
Effect of changes in exchange rate on cash and cash equivalents | 0 | |||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 476,000 | 163,000 | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | 1,181,000 | 705,000 | $ 379,000 | 705,000 | $ 379,000 | 705,000 | 379,000 | |||
CASH AND CASH EQUIVALENTS, end of period | 868,000 | 1,181,000 | 1,181,000 | 868,000 | 705,000 | |||||
Supplemental cash flow disclosures: | ||||||||||
Interest paid | 120,000 | 235,000 | ||||||||
Income taxes paid, net | 54,000 | 54,000 | ||||||||
Right to use asset - operating leases capitalized | 1,451,000 | 1,902,000 | ||||||||
Effect of Restatement | ||||||||||
OPERATING ACTIVITIES: | ||||||||||
Net income (loss) | (12,129,000) | (12,197,000) | ||||||||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||||
Depreciation and amortization | 0 | |||||||||
Amortization of debt issuance costs | 0 | |||||||||
Stock based compensation expense | 0 | |||||||||
Accretion of note receivable discount | (38,000) | (131,000) | ||||||||
Gain on legal settlement | 0 | |||||||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 0 | 0 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gain on reversal of contingency loss | 0 | |||||||||
Gains and losses on sale of GeoTraq | 1,850,000 | 1,850,000 | ||||||||
Unrealized loss on marketable securities | 0 | 0 | 0 | 0 | ||||||
Changes in assets and liabilities: | ||||||||||
Accounts receivable | 0 | |||||||||
Income taxes receivable | 0 | |||||||||
Prepaid expenses and other current assets | 0 | |||||||||
Inventories | 0 | |||||||||
Right of use assets | 0 | |||||||||
Lease liability | 0 | |||||||||
Accounts payable and accrued expenses | 0 | |||||||||
Deposits and other Assets | 0 | |||||||||
Net cash used in operating activities | (10,317,000) | (10,478,000) | ||||||||
INVESTING ACTIVITIES: | ||||||||||
Purchases of property and equipment | 0 | |||||||||
Purchase of intangible assets | 0 | |||||||||
Net cash used in investing activities | 0 | |||||||||
FINANCING ACTIVITIES: | ||||||||||
Proceeds from equity financing, net | 0 | |||||||||
Proceeds from stock option exercise | 0 | |||||||||
Proceeds from note payable | 0 | |||||||||
Payment on related party note | 0 | |||||||||
Payments on notes payable | 0 | |||||||||
Payments on short term notes payable | 0 | |||||||||
Net cash provided by financing activities | 0 | |||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 10,317,000 | (10,478,000) | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | (10,317,000) | |||||||||
CASH AND CASH EQUIVALENTS, end of period | (10,478,000) | (10,317,000) | (10,317,000) | (10,478,000) | ||||||
Supplemental cash flow disclosures: | ||||||||||
Interest paid | 0 | |||||||||
Income taxes paid, net | 0 | |||||||||
Right to use asset - operating leases capitalized | 0 | |||||||||
As Restated | ||||||||||
OPERATING ACTIVITIES: | ||||||||||
Net income (loss) | 231,000 | (2,373,000) | ||||||||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||||
Depreciation and amortization | 270,000 | 347,000 | ||||||||
Amortization of debt issuance costs | 7,000 | 10,000 | ||||||||
Stock based compensation expense | 4,000 | 4,000 | ||||||||
Accretion of note receivable discount | (65,000) | (226,000) | ||||||||
Gain on legal settlement | (115,000) | (115,000) | ||||||||
Gain on Payroll Protection Program loan forgiveness | 0 | 0 | 0 | 0 | ||||||
Gain on settlement of vendor advance payments | 0 | 0 | 0 | 0 | ||||||
Gain on reversal of contingency loss | (637,000) | (637,000) | ||||||||
Gains and losses on sale of GeoTraq | (10,241,000) | (10,241,000) | ||||||||
Unrealized loss on marketable securities | 270,000 | 376,000 | 376,000 | 646,000 | ||||||
Changes in assets and liabilities: | ||||||||||
Accounts receivable | (53,000) | (2,614,000) | ||||||||
Income taxes receivable | (12,000) | |||||||||
Prepaid expenses and other current assets | 554,000 | 176,000 | ||||||||
Inventories | 610,000 | 689,000 | ||||||||
Right of use assets | (597,000) | 54,000 | ||||||||
Lease liability | 595,000 | |||||||||
Accounts payable and accrued expenses | 713,000 | 1,440,000 | ||||||||
Deposits and other Assets | (6,000) | (29,000) | ||||||||
Net cash used in operating activities | (8,828,000) | (12,869,000) | ||||||||
INVESTING ACTIVITIES: | ||||||||||
Purchases of property and equipment | (721,000) | (736,000) | ||||||||
Purchase of intangible assets | (189,000) | (214,000) | ||||||||
Net cash used in investing activities | (910,000) | (950,000) | ||||||||
FINANCING ACTIVITIES: | ||||||||||
Proceeds from equity financing, net | 0 | |||||||||
Proceeds from issuance of short term notes payable | 648,000 | |||||||||
Proceeds from stock option exercise | 0 | |||||||||
Proceeds from note payable | 366,000 | 4,052,000 | ||||||||
Payment on related party note | (53,000) | (107,000) | ||||||||
Payments on notes payable | (128,000) | |||||||||
Payments on short term notes payable | (288,000) | (1,089,000) | ||||||||
Net cash provided by financing activities | (103,000) | 3,504,000 | ||||||||
Effect of changes in exchange rate on cash and cash equivalents | 0 | |||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (9,841,000) | (10,315,000) | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period | 9,136,000 | 705,000 | 705,000 | $ 705,000 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ 9,610,000 | $ 9,136,000 | 9,136,000 | 9,610,000 | $ 705,000 | |||||
Supplemental cash flow disclosures: | ||||||||||
Interest paid | 120,000 | 235,000 | ||||||||
Income taxes paid, net | 54,000 | 54,000 | ||||||||
Right to use asset - operating leases capitalized | $ 1,451,000 | $ 1,902,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 22, 2023 | Mar. 19, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Subsequent Event | Stock Purchase Agreement | Subsidiaries | ||||
Subsequent Event [Line Items] | ||||
Reduction in liabilities | $ 17,600,000 | |||
Advance payment | 1,000,000 | |||
Proceeds for equity | $ 1,000 | |||
Stock purchase agreement description | Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month | |||
Subsequent Event | Stock Purchase Agreement | Subsidiaries | Maximum | ||||
Subsequent Event [Line Items] | ||||
Proceeds from subsidiaries | $ 24,000,000 | |||
Subsequent Event | Securities Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Common Stock Purchase Price Per Share | $ 1.17 | |||
Common stock offering shares | 361,000 | |||
Proceeds from sale of common stock | $ 422,000 |