Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 01, 2023 | May 19, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 01, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | JAN | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | JANONE INC. | |
Entity Central Index Key | 0000862861 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 3,614,937 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-19621 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 41-1454591 | |
Entity Address, Address Line One | 325 E. Warm Springs Road | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89119 | |
City Area Code | 702 | |
Local Phone Number | 997-5968 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 01, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 353,000 | $ 61,000 |
Trade and other receivables, net | 15,000 | 106,000 |
Prepaid expenses and other current assets | 269,000 | 394,000 |
Current assets from discontinued operations | 0 | 8,612,000 |
Total current assets | 637,000 | 9,173,000 |
Other intangible assets, net | 4,000 | 4,000 |
Note receivable- SPYR, net | 9,175,000 | 8,974,000 |
Note receivable - VM7, net | 6,052,000 | 0 |
Marketable securities | 162,000 | 315,000 |
Deposits and other assets | 16,000 | 18,000 |
Other assets from discontinued operations | 0 | 8,979,000 |
Total assets | 34,976,000 | 46,756,000 |
Liabilities: | ||
Accounts payable | 2,664,000 | 2,276,000 |
Accrued liabilities - other | 744,000 | 1,006,000 |
Short term debt | 69,000 | 274,000 |
Current liabilities from discontinued operations | 0 | 20,382,000 |
Total current liabilities | 3,477,000 | 23,938,000 |
Deferred income taxes, net | 3,153,000 | 0 |
Other noncurrent liabilities | 276,000 | 241,000 |
Noncurrent liabilities from discontinued operations | 0 | 5,760,000 |
Total liabilities | 6,906,000 | 29,939,000 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized, 222,588and 222,588 shares issued and outstanding at April 1, 2023 and December 31 2022, respectively | 0 | 0 |
Common stock, par value $0.001 per share, 10,000,000 shares authorized, 3,614,937 and 2,827,410 shares issued and outstanding at April 1, 2023 and at December 31, 2022, respectively | 3,000 | 2,000 |
Additional paid in capital | 46,294,000 | 45,748,000 |
Accumulated deficit | (32,737,000) | (42,822,000) |
Accumulated other comprehensive loss | 0 | (621,000) |
Total stockholders' equity | 13,560,000 | 2,307,000 |
Total liabilities and stockholders' equity | 34,976,000 | 46,756,000 |
Series S [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized,100,000 and 100,000 shares issued and outstanding at April1,2023 and December 31,2022, respectively. | 14,510,000 | 14,510,000 |
Soin Therapeutics LLC Member | ||
Assets | ||
Intangible assets - Soin, net | $ 18,930,000 | $ 19,293,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 01, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 222,588 | 222,588 |
Preferred stock, outstanding shares (in shares) | 222,588 | 222,588 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, issued shares (in shares) | 3,614,937 | 2,827,410 |
Common stock, outstanding shares (in shares) | 3,614,937 | 2,827,410 |
Series S [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Preferred stock, outstanding shares (in shares) | 100,000 | 100,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Revenues | $ 0 | $ 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Selling, general and administrative expenses | 1,099,000 | 681,000 |
Other income (expense): | ||
Interest income (expense), net | 475,000 | (2,000) |
Gain on litigation settlement, net | 0 | 1,950,000 |
Unrealized loss on marketable securities | (247,000) | 0 |
Gain on reversal of contingency loss | 0 | 637,000 |
Other income, net | (18,000) | 715,000 |
Total other income, net | 210,000 | 3,300,000 |
Income (loss) from continuing operations before provision for income taxes | (889,000) | 2,619,000 |
Income tax benefit | (227,000) | 0 |
Net income (loss) from continuing operations | (662,000) | 2,619,000 |
Gain (loss) from discontinued operations (including a $15.8 million gain on sale) | 13,976,000 | (1,405,000) |
Net income (loss) from discontinued operations | 10,747,000 | (1,408,000) |
Net income | $ 10,085,000 | $ 1,211,000 |
Net income (loss) per share: | ||
Net income (loss) per share from continuing operations, basic | $ (0.21) | $ 0.93 |
Net income (loss) per share from continuing operations, diluted | (0.21) | 0.80 |
Net income (loss) per share from discontinued operations, basic | 3.36 | (0.50) |
Net income (loss) per share from discontinued operations, diluted | 3.36 | (0.43) |
Net income per shares, basic | 3.15 | 0.43 |
Diluted income per share | $ 3.15 | $ 0.37 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding | 3,199,061 | 2,827,410 |
Diluted | 3,199,061 | 3,274,123 |
Net income | $ 10,085,000 | $ 1,211,000 |
Continuing Operations [Member] | ||
Operating expenses: | ||
Operating loss | (1,099,000) | (681,000) |
Other income (expense): | ||
Net income (loss) from continuing operations | (662,000) | 2,619,000 |
Net income | 640,000 | |
Weighted average common shares outstanding: | ||
Net income | 640,000 | |
Discontinued Operations [Member] | ||
Revenues | 3,795,000 | 9,324,000 |
Cost of revenues | 3,992,000 | 7,471,000 |
Gross profit | (197,000) | 1,853,000 |
Other income (expense): | ||
Interest income (expense), net | 181,000 | 190,000 |
Income (loss) from continuing operations before provision for income taxes | 13,976,000 | (1,405,000) |
Income tax provision for discontinued operations | $ 3,229,000 | $ 3,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) $ in Millions | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Income Statement [Abstract] | |
Gain (loss) from discontinued operations including gain on sale | $ 15.8 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
OPERATING ACTIVITIES: | ||
Net income (loss) from continuing operations | $ (662) | $ 2,619 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 364 | 0 |
Stock based compensation expense | 8 | 4 |
Accretion of note receivable discount | (230) | 0 |
Loss on legal settlement | 0 | (115) |
Unrealized loss on marketable securities | 247 | 0 |
Gain on reversal of contingent liability | 0 | (637) |
Changes in assets and liabilities: | ||
Accounts receivable, net of acquisitions and dispositions | (3) | 130 |
Prepaid expenses and other current assets, net of dispositions | 125 | 173 |
Accounts payable and accrued expenses, net of dispositions | 256 | 91 |
Other Assets | 1 | (3) |
Operating cash flows provided by (used in) discontinued operations | 2,320 | (207) |
Net cash provided by operating activities | 2,426 | 2,055 |
INVESTING ACTIVITIES: | ||
Investing cash flows used in discontinued operations | (156) | (127) |
Net cash used in investing activities | (156) | (127) |
FINANCING ACTIVITIES: | ||
Proceeds from equity financing, net | 368 | 0 |
Payments on short-term notes payable | (205) | (216) |
Financing cash flows from discontinued operations | (2,212) | (63) |
Net cash used in financing activities | (2,049) | (279) |
Effect of changes in exchange rate on cash and cash equivalents | 17 | (41) |
DECREASE IN CASH AND CASH EQUIVALENTS | 238 | 1,608 |
CASH AND CASH EQUIVALENTS, beginning of period | 115 | 705 |
LESS CASH OF DISCONTINUED OPERATIONS, end of period | 0 | (266) |
CASH AND CASH EQUIVALENTS, end of period | 353 | 2,047 |
Supplemental cash flow disclosures: | ||
Interest paid | 117 | 22 |
Noncash recognition of new leases | $ 0 | $ 323 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Series A Preferred | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Deficit |
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 | ||||
Share based compensation | 4 | 4 | ||||
Other comprehensive income | (49) | (8) | (41) | |||
Net 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 Dec. 31, 2022 | 2,307 | $ 2 | 45,748 | (42,822) | (621) | |
Beginning balance, shares at Dec. 31, 2022 | 222,588 | 3,150,230 | ||||
Common Stock Issued For Equity Financing Value | 369 | $ 1 | 368 | |||
Common Stock Issued For Equity Financing Share | 361,000 | |||||
Common stock issued for legal settlement value | 170 | 170 | ||||
Common stock issued for legal settlement shares | 103,707 | |||||
Share based compensation | 8 | 8 | ||||
Other comprehensive income | 621 | 621 | ||||
Net loss | 10,085 | 10,085 | ||||
Ending balance at Apr. 01, 2023 | $ 13,560 | $ 3 | $ 46,294 | $ (32,737) | $ 0 | |
Ending balance, shares at Apr. 01, 2023 | 222,588 | 3,614,937 |
Background
Background | 3 Months Ended |
Apr. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Note 1: Background The accompanying consolidated financial statements include the accounts of JanOne Inc., a Nevada corporation, and its subsidiaries (collectively the “Company” or “JanOne”). The Company had three operating segments – Biotechnology, Recycling, and Technology. In connection with the sale of GeoTraq, Inc. (“GeoTraq”) and the sale of ARCA Recycling, Inc. (“ARCA Recycling”) (see Note 18), the accounts for the Recycling and Technology segments have been presented as discontinued operations in the accompanying consolidated financial statements (see Note 3). Biotechnology 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. Effective 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, (“JAN123”). 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. Recycling ARCA Recycling was 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, retroactive to March 1, 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 (see Note 17). The Company's Board of Directors unanimously approved the Purchase Agreement and the Disposition Transaction. In connection with the disposition of ARCA Recycling, accounts for the Recycling segment have been presented as discontinued operations in the accompanying consolidated financial statements (see Note 3). Technology GeoTraq Inc. (“GeoTraq”) was the Company’s Technology segment. 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 23, 2027 . The Company reports on a 52- or 53-week fiscal year. The Company’s 2022 fiscal year (“2022”) ended on December 31, 2022, and the current fiscal year (“2023”) will end on December 30, 2023. 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 loss from continuing operations of approximately $ 640,000 for the 13 weeks ended April 1, 2023. Additionally, as of April 1, 2023 , the Company has total current assets of approximately $ 637,000 and total current liabilities of approximately $ 3.5 million resulting in a net negative working capital of approximately $ 2.8 million. Cash provided by operations from continuing operations was approximately $ 128,000 . Additionally, stockholders' equity, as of April 1, 2023 , is approximately $ 13.6 million. The Company intends to fund operations by using cash on hand and monthly receipts in connection with the sale of its Subsidiaries and funds received from approved Employee Retention Credits (“ERC’s”) (see Note 18). The Company has approximately $ 69,000 in debt recorded in associated with the financing of its insurance policies. The Company intends to raise funds to support future development of JAN 123 and JAN 101 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 and JAN 101, 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 | 3 Months Ended |
Apr. 01, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies B asis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 31, 2022 . 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 3). Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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, Series S convertible preferred stock issued in the Soin merger, and the receivable in connection with the sale of ARCA, 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 receivable, 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 approximate fair value. The Company has no long-term debt as of April 1, 2023 due to the disposition of ARCA Recycling (see Note 18). 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 has adopted this new accounting standard, however, as of 13 weeks ended April 1, 2023 , there is no material impact on our Consolidated Financial Statements and related disclosures. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Apr. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3: Discontinued Operations As of April 1, 2023, the Company discontinued operations of its Recycling and Technology segments as follows: On March 9, 2023, the Company executed a Stock Purchase Agreement with VM7 Corporation, a Delaware corporation, under which, as of March 1, 2023, 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 (see Note 18). 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. No GeoTraq assets or liabilities were included in discontinued operations at December 31, 2022. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilitie s have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following: December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company's property and equipment consisted of the following: Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 85 Equipment 3 - 15 3,915 Projects under construction 1,447 Property and equipment 5,447 Less accumulated depreciation ( 2,742 ) Total property and equipment, net, from discontinued operations $ 2,705 Depreciation expense was $ 60,000 and $ 79,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. 2 The Company's intangible assets consisted of the following: December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization ( 966 ) Total intangible assets $ 735 Amortization expense was $ 36,000 and $ 54,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. 3 The Company's accrued liabilities consisted of the following: December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically t he Company operated its recycling business 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 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. As a result, 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 the years 2011, 2012, and 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 $ 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 has continued to accrue until the matter is settled. 4 The Company's accrual relating to the California sales tax assessment consisted of the following: December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company's short-term debt consisted of the following: December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees ( 34 ) Total $ 4,172 6 The Company's long-term debt consisted of the following: December 31, KLC Financial $ 1,781 KLC Financial loan origination fees ( 61 ) Total 1,720 Less current portion ( 381 ) Total $ 1,339 Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“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 amortized ratably through its maturity date of March 2026 . The principal amount of the note was $ 1.0 million, and was to bear interest at 8.75 % per annum. Monthly payments on this note were 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, previously, ARCA Recycling. 7 The Company's related party debt consisted of the following: December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion ( 233 ) Total $ 605 In accordance with the provisions of ASC 205-20, 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 these entities for the 13 weeks ended April 1, 2023 and April 2, 2022 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following: 13 weeks ended April 1, 2023 April 2, 2022 Revenues $ 3,795 $ 9,324 Cost of revenues 3,992 7,471 Gross profit ( 197 ) 1,853 Operating expenses from discontinued operations: Selling, general and administrative expenses $ ( 14,355 ) $ 2,263 Total operating expenses from discontinued operations ( 14,355 ) 2,263 Operating loss from discontinued operations 14,158 ( 410 ) Other income (expense) from discontinued operations Interest expense, net ( 181 ) ( 190 ) Loss on litigation settlement ( 115 ) Other expense, net ( 1 ) ( 690 ) Total other income (loss), net ( 182 ) ( 995 ) Income (loss) before provision for income taxes from discontinued operations 13,976 ( 1,405 ) Income tax provision 3,229 3 Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the 13 weeks ended April 1, 2023 and April 2, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following: 13 weeks ended April 1, 2023 April 2, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income (loss) from discontinued operations 10,747 ( 1,408 ) Depreciation and amortization 96 133 Amortization of debt issuance costs 11 3 Amortization of right-of-use assets 53 ( 16 ) Change in deferred taxes 3,229 — Gain on sale of ARCA, net of cash ( 15,967 ) — Changes in assets and liabilities: Accounts receivable 2,932 ( 740 ) Inventories 299 ( 40 ) Prepaid expenses and other current assets 55 19 Accounts payable and accrued expenses 866 1,802 Other assets ( 1 ) 40 Net cash provided by (used in) operating activities from discontinued operations $ 2,320 $ ( 207 ) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment ( 123 ) ( 127 ) Purchase of intangible assets ( 33 ) — Net cash used in investing activities from discontinued operations $ ( 156 ) $ ( 127 ) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 — Payment on related party note ( 38 ) — Proceeds from issuance of short term notes payable ( 7,291 ) — Payments on notes payable ( 45 ) ( 63 ) Net cash used in financing activities from discontinued operations $ ( 2,212 ) $ ( 63 ) Effect of changes in exchange rate on cash and cash equivalents ( 5 ) ( 41 ) DECREASE IN CASH AND CASH EQUIVALENTS ( 53 ) ( 438 ) CASH AND CASH EQUIVALENTS, beginning of period 53 704 CASH AND CASH EQUIVALENTS, end of period $ — $ 266 |
Trade and Other Receivables
Trade and Other Receivables | 3 Months Ended |
Apr. 01, 2023 | |
Receivables [Abstract] | |
Trade and Other Receivables | Note 4: Trade and other receivables The Company’s trade and other receivables as of April 1, 2023 and December 31, 2022, respectively, were as follows (in $000’s): April 1, December 31, Trade and other receivables, net, from discontinued operations $ — $ 7,816 Other receivables 15 106 Trade and other receivables, net $ 15 $ 7,922 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 3 Months Ended |
Apr. 01, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and Other Current Assets | Note 5: Prepaids and other current assets Prepaids and other current assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Prepaid insurance $ 87 $ 364 Prepaid other 182 30 Prepaid expenses from discontinued operations — 377 Total prepaid expenses and other current assets $ 269 $ 771 |
Note Receivable
Note Receivable | 3 Months Ended |
Apr. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note receivable | Note 6: Note receivable SPYR Note 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. 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. As of April 1, 2023 , the Company has accrued receivables of approximately $ 249,000 in interest income related to the Promissory Note. 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 initially valued at approximately $ 11.3 million, but was revised to be approximately $ 9.5 million upon review of the original valuation by the Company. The amount of the revised discount amount, or approximately $ 3.2 million, was 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. No charges against income relating to the value of the Note have been recorded for the 13 weeks ended April 1, 2023. The Company will continue to review SPYR's financial trends going further to determine whether additional charges against income should occur. 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 13 weeks ended April 1, 2023 and April 2, 2022 , approximately $ 201,000 and $ 0.00 , respectively, of the discount was recorded as interest income. As of April 1, 2023 , the net carrying value of the Note was approximately $ 9.2 million. VM7 Note On March 9, 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 Stock Purchase Agreement is retroactive to March 1, 2023 (see Note 18). The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $ 1.6 million per year for 15 years, or $ 24.0 million in the aggregate, plus cash of $ 3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20 % when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $ 6.0 million, which, in addition to the $ 3,000 paid at close, comprises the approximately $ 6.0 million of net consideration. The amount of the revised discount amount, or approximately $ 18.0 million, was 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. As of April 1, 2023 , the net carrying value of the note was approximately $ 6.1 million. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Apr. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7: Intangible Assets Intangible assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Patent and domains $ 4 $ 4 Soin intangibles * $ 19,293 $ 19,293 Computer software 3,563 3,563 Intangible assets from discontinued operations — 735 Intangible assets 22,860 23,595 Less accumulated amortization ( 3,926 ) ( 3,563 ) Total intangible assets $ 18,934 $ 20,032 * The Soin intangibles acquired by the Company consist of the following: 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. Intangible amortization expense from continuing operations was $ 363,000 and $ 0 for the 13 weeks ended April 1, 2023 and April 2, 2022 . |
Deposits and Other Assets
Deposits and Other Assets | 3 Months Ended |
Apr. 01, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deposits and Other Assets | Note 8: Deposits and other assets Deposits and other assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Deposits and other assets from discontinued operations $ — $ 249 Other 16 18 Total deposits and other assets $ 16 $ 267 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Apr. 01, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9: Accrued Liabilities Accrued liabilities as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Compensation and benefits $ 101 $ 81 Accrued guarantees 130 130 Accrued taxes 47 5 Accrued litigation settlement 340 510 Other 126 280 Accrued expenses from discontinued operations — 3,278 Total accrued expenses $ 744 $ 4,284 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10: Income Taxes The Company recorded an income tax benefit from continuing operations of approximately $ 227,000 and $ 0 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively, and an income tax expense from discontinued operations of approximately $ 3.2 million and $ 3,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. The Company’s overall effective tax rate was 22.9 % and 0.2 % for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. The effective tax rates and related provisional tax amounts vary from the U.S. federal statutory rate primarily due to state taxes and certain non-deductible expenses. |
Short Term Debt
Short Term Debt | 3 Months Ended |
Apr. 01, 2023 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 11: Short Term Debt Short term debt and other financing obligations as of April 1, 2023 and December 31, 2022, consist of the following (in $000’s): April 1, December 31, AFCO Finance $ 69 $ 274 Total short-term debt $ 69 $ 274 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 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12: 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 its 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 sought 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 18). 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 each 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. On March 17, 2023, the Company issued 103,707 shares of the Company's common stock as payment for its quarterly installment. As of April 1, 2023, two GeoTraq installments remain to be paid: June 30, 2023 and September 30, 2023. 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 $ 340,000 and $ 510,000 as of April 1, 2023 and December 31, 2022, respectively. 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 On December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to Live Ventures Incorporated, a related party. 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. As of April 1, 2023 , 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 April 1, 2023 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Apr. 01, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 13: Stockholders’ Equity Common Stock : Our 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. During the 13 weeks ended April 1, 2023 and April 2, 2022 , no shares of common stock were issued in lieu of professional services. 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. As of April 1, 2023, and December 31, 2022 , there were 3,614,937 and 2,827,410 shares, respectively, of common stock issued and outstanding. 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. The 2016 Plan provides for the issuance of up to 800,000 shares of common stock pursuant to awards granted under the 2016 Plan. The vesting period is determined by the Board of Directors at the time of the stock option grant. As of April 1, 2023, and December 31, 2022 , 100,000 and 90,000 options were outstanding under the 2016 Plan, respectively. The Company's 2011 Plan, which has expired, 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. As of April 1, 2023, and December 31, 2022 , 20,000 were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. There were 10,000 options granted during the 13 weeks ended April 1, 2023. Additional information relating to all outstanding options is as follows: Weighted Aggregate Weighted Options Exercise Intrinsic Contractual 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 Granted 10,000 1.53 Balance at April 1, 2023 120,000 $ 5.87 $ — 6.5 Exercisable at April 1, 2023 115,000 $ 6.06 $ — 6.4 The Company recognized approximately $ 8,000 and $ 4,000 of share-based compensation expense for the 13 weeks ended April 1, 2023 and April 2, 2022, respectively. As of April 1, 2023 , the Company has approximately $ 5,400 of unrecognized share-based compensation expense associated with stock option awards which the company expects to recognize as share-based compensation expense through Q3 2023 . Series A-1 Preferred Stock Shares of Series A-1 Preferred Stock are convertible into the Company’s common shares at a ratio of 1:20 . No shares were converted during the 13 weeks ended April 1, 2023. As of April 1, 2023 and December 31, 2022 , there were 222,588 shares of Series A-1 Preferred Stock outstanding. |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Apr. 01, 2023 | |
Stockholders' Equity Note [Abstract] | |
Mezzanine Equity | Note 14: Mezzanine Equity Series S Preferred Stock On December 28, 2022 the Company 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. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1 . As of April 1, 2023 and December 31, 2022 , there were 100,000 shares of Series S Convertible Preferred Stock outstanding. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Apr. 01, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 15: Earnings Per Share Net income (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 income (loss) 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 in respect of restricted share awards, stock options and convertible preferred stock. The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data): For the Thirteen Weeks Ended April 1, 2023 April 2, 2022 Continuing Operations Basic Net income (loss) from continuing operations $ ( 662 ) $ 2,619 Weighted average common shares outstanding 3,199,061 2,827,410 Basic income (loss) per share from continuing operations $ ( 0.21 ) $ 0.93 Diluted Net income (loss) from continuing operations $ ( 662 ) $ 2,619 Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income (loss) per share from continuing operations $ ( 0.21 ) $ 0.80 Discontinued Operations Basic Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) Weighted average common shares outstanding 3,199,061 2,827,410 Basic income (loss) per share from discontinued operations $ 3.36 $ ( 0.50 ) Diluted Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income (loss) per share from discontinued operations $ 3.36 $ ( 0.43 ) Total Basic Net income $ 10,085 $ 1,211 Weighted average common shares outstanding 3,199,061 2,827,410 Basic income per share $ 3.15 $ 0.43 Diluted Net income $ 10,085 $ 1,211 Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income per share $ 3.15 $ 0.37 Potentially dilutive securities totaling 120,000 and 116,500 were excluded from the calculation of diluted earnings per share for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively, because the effects were anti-dilutive based on the application of the treasury stock method. Additionally, 222,588 shares of Series A-1 Preferred Stock, convertible into approximately 4.5 million of the Company’s common shares, and 100,000 shares of Series S Preferred Stock, convertible into 100,000 of the Company's commons shares, were excluded from the calculation of diluted earnings per share as, by agreement, these shares could not be converted as of April 1, 2023 . |
Segment Information
Segment Information | 3 Months Ended |
Apr. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16: Segment Information The Company operates through its biotechnology segment for continuing operations. 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 included all fees charged and costs incurred for collecting, recycling and installing appliances for utilities and other customers. The recycling segment also included byproduct revenue, which was primarily generated through the recycling of appliances. The technology segment designed wireless modules to connect devices to the Mobile Internet of Things (“IoT”) which contained 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. As discussed above (see Note 3), the recycling and technology are being presented as discontinued operations for the 13 weeks ended April 1, 2023 and April 2, 2022. The following tables present our segment information for the 13 weeks ended April 1, 2023 and April 2, 2022 (in $000's): Thirteen Weeks Ended April 1, 2023 April 2, 2022 Revenues Biotechnology $ — $ — Discontinued operations 3,795 9,324 Total Revenues $ 3,795 $ 9,324 Gross profit Biotechnology $ — $ — Discontinued operations ( 197 ) 1,853 Total Gross profit $ ( 197 ) $ 1,853 Operating loss Biotechnology $ ( 1,099 ) $ ( 681 ) Discontinued operations 14,158 ( 410 ) Total Operating loss $ 13,059 $ ( 1,091 ) Depreciation and amortization Biotechnology $ 364 $ — Discontinued operations 96 133 Total Depreciation and amortization $ 460 $ 133 Interest (income) expense, net Biotechnology $ ( 475 ) $ 2 Discontinued operations 181 190 Total Interest expense, net $ ( 294 ) $ 192 Net income (loss) before income taxes Biotechnology $ ( 867 ) $ 2,619 Discontinued operations 13,976 ( 1,405 ) Total Net income before income taxes $ 13,109 $ 1,214 |
Related Parties
Related Parties | 3 Months Ended |
Apr. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 17: Related Parties Shared Services 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 Isaac Capital Group LLC (“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 members of the Board of Directors of Live Ventures. The Company also shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $ 32,000 and $ 72,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. Customer Connexx rents approximately 9,900 square feet of office space from Live Ventures in Las Vegas, Nevada. The total rent and common area expense was approximately $ 36,000 and $ 62,000 for the 13 weeks ended April 1, 2023 and April 2, 2022, respectively. Sale of ARCA and Connexx On March 9, 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 Stock Purchase Agreement is retroactive to March 1, 2023 (see Note 18). |
Sale of ARCA and Connexx
Sale of ARCA and Connexx | 3 Months Ended |
Apr. 01, 2023 | |
Sale of ARCA and Connexx [Abstract] | |
Sale of ARCA and Connexx | Note 18. Sale of ARCA and Subsidiaries On March 9, 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 Stock Purchase Agreement is retroactively effective as of March 1, 2023. The economic aspects of the Disposition Transaction are: (i) the Company reduced the liabilities on its consolidated balance sheets by approximately $ 17.6 million, and includes those liabilities 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 9, 2023. Additionally, 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 the Company 50 % of the amount of the reduction between the current assessment and any such settlement. Further, 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. ARCA and Connexx have received these two ERC payments and, as of April 1, 2023 , have paid $ 454,000 to the Company. The balance of the ERC payments due, as of April 1, 2023 , was $ 477,000 . The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. In connection with the Disposition Transaction, the Company used a discount rate of 20 % when it valued the aggregate minimum consideration. Management determined that discount rate appropriately addresses any risk that the minimum payments would not be received. The valuation, factoring in that discount rate, yielded a present value of approximately $ 6.0 million, which, in addition to the $ 3,000 paid at close, comprises the approximately $ 6.0 million of net consideration. Additionally, the calculation of the gain on disposition includes the book value in excess of assets disposed of, or approximately $ 9.8 million. The following table details the calculation of the gain on sale of ARCA and subsidiaries, as shown on the income statement (in $000's): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 3,187 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 4,530 Accumulated other comprehensive loss ( 604 ) Total disposal of liabilities 24,041 Total consideration 30,067 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 15,823 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Apr. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 19. Subsequent event The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | B asis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 31, 2022 . |
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 3). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP 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, Series S convertible preferred stock issued in the Soin merger, and the receivable in connection with the sale of ARCA, 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 receivable, 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 approximate fair value. The Company has no long-term debt as of April 1, 2023 due to the disposition of ARCA Recycling (see Note 18). |
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 has adopted this new accounting standard, however, as of 13 weeks ended April 1, 2023 , there is no material impact on our Consolidated Financial Statements and related disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of discontinued amount included in assets and liabilities | The assets and liabilitie s have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following: December 31, 2022 Assets from discontinued operations Cash and cash equivalents $ 53 Trade and other receivables, net 7,816 Inventories 366 Prepaid expenses and other current assets 377 Total current assets from discontinued operations 8,612 Property and equipment, net 1 2,705 Right of use asset - operating leases 5,290 Intangible assets, net 2 735 Deposits and other assets 249 Total other assets from discontinued operations 8,979 Total assets from discontinued operations $ 17,591 Liabilities from discontinued operations Accounts payable $ 4,423 Accrued liabilities - other 3 3,278 Accrued liability - California sales taxes 4 6,264 Lease obligation short-term - operating leases 1,631 Short term debt 5 4,172 Current portion of note payable 381 Related party note 233 Total current liabilities from discontinued operations 20,382 Lease obligation long-term - operating leases 3,816 Notes payable - long-term portion 6 1,339 Long-term portion related party note payable 7 605 Total noncurrent liabilities from discontinued operations 5,760 Total liabilities from discontinued operations $ 26,142 1 The Company's property and equipment consisted of the following: Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 85 Equipment 3 - 15 3,915 Projects under construction 1,447 Property and equipment 5,447 Less accumulated depreciation ( 2,742 ) Total property and equipment, net, from discontinued operations $ 2,705 Depreciation expense was $ 60,000 and $ 79,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. |
Schedule of discontinued operations in the consolidated statements of operations | The results of operations for these entities for the 13 weeks ended April 1, 2023 and April 2, 2022 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following: 13 weeks ended April 1, 2023 April 2, 2022 Revenues $ 3,795 $ 9,324 Cost of revenues 3,992 7,471 Gross profit ( 197 ) 1,853 Operating expenses from discontinued operations: Selling, general and administrative expenses $ ( 14,355 ) $ 2,263 Total operating expenses from discontinued operations ( 14,355 ) 2,263 Operating loss from discontinued operations 14,158 ( 410 ) Other income (expense) from discontinued operations Interest expense, net ( 181 ) ( 190 ) Loss on litigation settlement ( 115 ) Other expense, net ( 1 ) ( 690 ) Total other income (loss), net ( 182 ) ( 995 ) Income (loss) before provision for income taxes from discontinued operations 13,976 ( 1,405 ) Income tax provision 3,229 3 Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) |
Schedule of discontinued operations in the consolidated statements of cash flows | The cash flow activity from discontinued operations for the 13 weeks ended April 1, 2023 and April 2, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following: 13 weeks ended April 1, 2023 April 2, 2022 DISCONTINUED OPERATING ACTIVITIES: Net income (loss) from discontinued operations 10,747 ( 1,408 ) Depreciation and amortization 96 133 Amortization of debt issuance costs 11 3 Amortization of right-of-use assets 53 ( 16 ) Change in deferred taxes 3,229 — Gain on sale of ARCA, net of cash ( 15,967 ) — Changes in assets and liabilities: Accounts receivable 2,932 ( 740 ) Inventories 299 ( 40 ) Prepaid expenses and other current assets 55 19 Accounts payable and accrued expenses 866 1,802 Other assets ( 1 ) 40 Net cash provided by (used in) operating activities from discontinued operations $ 2,320 $ ( 207 ) DISCONTINUED INVESTING ACTIVITIES: Purchases of property and equipment ( 123 ) ( 127 ) Purchase of intangible assets ( 33 ) — Net cash used in investing activities from discontinued operations $ ( 156 ) $ ( 127 ) DISCONTINUED FINANCING ACTIVITIES: Proceeds from note payable 5,162 — Payment on related party note ( 38 ) — Proceeds from issuance of short term notes payable ( 7,291 ) — Payments on notes payable ( 45 ) ( 63 ) Net cash used in financing activities from discontinued operations $ ( 2,212 ) $ ( 63 ) Effect of changes in exchange rate on cash and cash equivalents ( 5 ) ( 41 ) DECREASE IN CASH AND CASH EQUIVALENTS ( 53 ) ( 438 ) CASH AND CASH EQUIVALENTS, beginning of period 53 704 CASH AND CASH EQUIVALENTS, end of period $ — $ 266 |
Schedule of company's property and equipment | 1 The Company's property and equipment consisted of the following: Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 85 Equipment 3 - 15 3,915 Projects under construction 1,447 Property and equipment 5,447 Less accumulated depreciation ( 2,742 ) Total property and equipment, net, from discontinued operations $ 2,705 |
Schedule of company's intangible assets | 2 The Company's intangible assets consisted of the following: December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization ( 966 ) Total intangible assets $ 735 |
Summary of company's accrued liabilities | 3 The Company's accrued liabilities consisted of the following: December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically t |
Summary of company's accrual relating to the California sales tax assessment | 4 The Company's accrual relating to the California sales tax assessment consisted of the following: December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 |
Summary of company's short term debt | 5 The Company's short-term debt consisted of the following: December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees ( 34 ) Total $ 4,172 |
Summary of company's long-term debt | 6 The Company's long-term debt consisted of the following: December 31, KLC Financial $ 1,781 KLC Financial loan origination fees ( 61 ) Total 1,720 Less current portion ( 381 ) Total $ 1,339 |
Summary of Company's related party debt | 7 The Company's related party debt consisted of the following: December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion ( 233 ) Total $ 605 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Receivables [Abstract] | |
Schedule of Trade and Other Receivables | The Company’s trade and other receivables as of April 1, 2023 and December 31, 2022, respectively, were as follows (in $000’s): April 1, December 31, Trade and other receivables, net, from discontinued operations $ — $ 7,816 Other receivables 15 106 Trade and other receivables, net $ 15 $ 7,922 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Prepaid insurance $ 87 $ 364 Prepaid other 182 30 Prepaid expenses from discontinued operations — 377 Total prepaid expenses and other current assets $ 269 $ 771 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Patent and domains $ 4 $ 4 Soin intangibles * $ 19,293 $ 19,293 Computer software 3,563 3,563 Intangible assets from discontinued operations — 735 Intangible assets 22,860 23,595 Less accumulated amortization ( 3,926 ) ( 3,563 ) Total intangible assets $ 18,934 $ 20,032 * The Soin intangibles acquired by the Company consist of the following: 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. |
Deposits and Other Assets (Tabl
Deposits and Other Assets (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Assets | Deposits and other assets as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Deposits and other assets from discontinued operations $ — $ 249 Other 16 18 Total deposits and other assets $ 16 $ 267 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of April 1, 2023 and December 31, 2022 consist of the following (in $000’s): April 1, December 31, Compensation and benefits $ 101 $ 81 Accrued guarantees 130 130 Accrued taxes 47 5 Accrued litigation settlement 340 510 Other 126 280 Accrued expenses from discontinued operations — 3,278 Total accrued expenses $ 744 $ 4,284 |
Short Term Debt (Tables)
Short Term Debt (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Debt and Other Financing Obligations | Short term debt and other financing obligations as of April 1, 2023 and December 31, 2022, consist of the following (in $000’s): April 1, December 31, AFCO Finance $ 69 $ 274 Total short-term debt $ 69 $ 274 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of All Outstanding Options Activity | Additional information relating to all outstanding options is as follows: Weighted Aggregate Weighted Options Exercise Intrinsic Contractual 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 Granted 10,000 1.53 Balance at April 1, 2023 120,000 $ 5.87 $ — 6.5 Exercisable at April 1, 2023 115,000 $ 6.06 $ — 6.4 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Earnings per Share | The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data): For the Thirteen Weeks Ended April 1, 2023 April 2, 2022 Continuing Operations Basic Net income (loss) from continuing operations $ ( 662 ) $ 2,619 Weighted average common shares outstanding 3,199,061 2,827,410 Basic income (loss) per share from continuing operations $ ( 0.21 ) $ 0.93 Diluted Net income (loss) from continuing operations $ ( 662 ) $ 2,619 Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income (loss) per share from continuing operations $ ( 0.21 ) $ 0.80 Discontinued Operations Basic Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) Weighted average common shares outstanding 3,199,061 2,827,410 Basic income (loss) per share from discontinued operations $ 3.36 $ ( 0.50 ) Diluted Net income (loss) from discontinued operations $ 10,747 $ ( 1,408 ) Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income (loss) per share from discontinued operations $ 3.36 $ ( 0.43 ) Total Basic Net income $ 10,085 $ 1,211 Weighted average common shares outstanding 3,199,061 2,827,410 Basic income per share $ 3.15 $ 0.43 Diluted Net income $ 10,085 $ 1,211 Weighted average common shares outstanding 3,199,061 3,274,123 Diluted income per share $ 3.15 $ 0.37 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present our segment information for the 13 weeks ended April 1, 2023 and April 2, 2022 (in $000's): Thirteen Weeks Ended April 1, 2023 April 2, 2022 Revenues Biotechnology $ — $ — Discontinued operations 3,795 9,324 Total Revenues $ 3,795 $ 9,324 Gross profit Biotechnology $ — $ — Discontinued operations ( 197 ) 1,853 Total Gross profit $ ( 197 ) $ 1,853 Operating loss Biotechnology $ ( 1,099 ) $ ( 681 ) Discontinued operations 14,158 ( 410 ) Total Operating loss $ 13,059 $ ( 1,091 ) Depreciation and amortization Biotechnology $ 364 $ — Discontinued operations 96 133 Total Depreciation and amortization $ 460 $ 133 Interest (income) expense, net Biotechnology $ ( 475 ) $ 2 Discontinued operations 181 190 Total Interest expense, net $ ( 294 ) $ 192 Net income (loss) before income taxes Biotechnology $ ( 867 ) $ 2,619 Discontinued operations 13,976 ( 1,405 ) Total Net income before income taxes $ 13,109 $ 1,214 |
Sale of ARCA and Subsidiaries (
Sale of ARCA and Subsidiaries (Tables) | 3 Months Ended |
Apr. 01, 2023 | |
Sale of ARCA and Subsidiaries | |
Schedule of calculation of the gain on sale of ARCA and subsidiariesTableTextBlock | The following table details the calculation of the gain on sale of ARCA and subsidiaries, as shown on the income statement (in $000's): Total minimum consideration $ 6,023 Payment from buyer 3 Net consideration $ 6,026 Accounts payable 5,323 Accrued liabilities 3,187 Accrued liabilities - California state sales tax 6,320 Lease liabilities 5,285 Debt 4,530 Accumulated other comprehensive loss ( 604 ) Total disposal of liabilities 24,041 Total consideration 30,067 Cash 145 Accounts receivable 4,884 Inventory 67 Property, plant and equipment 2,767 Intangible assets 732 Right-of-use assets 5,075 Other assets 574 Total disposal of assets 14,244 Total gain on sale $ 15,823 |
Background - Additional Informa
Background - Additional Information (Details) | 3 Months Ended | ||||
Apr. 01, 2023 USD ($) Segment $ / shares shares | Apr. 02, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | May 24, 2022 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of operating segments | Segment | 3 | ||||
Working capital | $ 2,800,000 | ||||
Common stock, issued shares (in shares) | shares | 3,614,937 | 2,827,410 | |||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Net income (loss) from continuing operations | $ (662,000) | $ 2,619,000 | |||
Stockholders' equity | 13,560,000 | 7,510,000 | $ 2,307,000 | $ (8,676,000) | |
Net loss | 10,085,000 | 1,211,000 | |||
Current assets | 637,000 | 9,173,000 | |||
Current liabilities | 3,477,000 | $ 23,938,000 | |||
Current debt | 69,000 | ||||
Continuing Operations [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Net income (loss) from continuing operations | (662,000) | $ 2,619,000 | |||
Net loss | 640,000 | ||||
Cash used in operations from continuing operations | $ 128,000 | ||||
SPYR Technologies Inc. | Asset Purchase Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Agreed prepayment amount | $ 13,500,000 | ||||
Common stock, issued shares (in shares) | shares | 30,000,000 | ||||
Common Stock, par value | $ / shares | $ 0.03 | ||||
Note receivable face amount | $ 12,600,000 | ||||
Note receivable interest rate | 8% | ||||
Note receivable maturity date | May 23, 2027 |
Discontinued Operations - Sched
Discontinued Operations - Schedule Of discontinued amount included in assets and liabilities (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Prepaid expenses and other current assets | $ 0 | $ 377 | |
Total current assets from discontinued operations | 0 | 8,612 | |
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Total current liabilities from discontinued operations | 0 | 20,382 | |
Total noncurrent liabilities from discontinued operations | $ 0 | 5,760 | |
Discontinued Operations | |||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | |||
Cash and cash equivalents | 53 | ||
Trade and other receivables, net | 7,816 | ||
Inventories | 366 | ||
Prepaid expenses and other current assets | 377 | ||
Total current assets from discontinued operations | 8,612 | ||
Right of use asset - operating leases | 5,290 | ||
Property and equipment, net | [1] | 2,705 | |
Intangible assets, net | [2] | 735 | |
Deposits and other assets | 249 | ||
Total other assets from discontinued operations | 8,979 | ||
Total assets from discontinued operations | 17,591 | ||
Disposal Group, Including Discontinued Operation, Liabilities [Abstract] | |||
Accounts payable | 4,423 | ||
Accrued liabilities - other | [3] | 3,278 | |
Accrued liability - California sales taxes | [4] | 6,264 | |
Lease obligation short term - operating leases | 1,631 | ||
Short term debt | [5] | 4,172 | |
Current portion of note payable | 381 | ||
Related party note | 233 | ||
Total current liabilities from discontinued operations | 20,382 | ||
Lease obligation long term - operating leases | 3,816 | ||
Notes payable - long term portion | [6] | 1,339 | |
Long-term portion related party note payable | [7] | 605 | |
Total noncurrent liabilities from discontinued operations | 5,760 | ||
Total liabilities from discontinued operations | $ 26,142 | ||
[1] 1 The Company's property and equipment consisted of the following: Useful Life December 31, 2022 Buildings and improvements 3 - 30 $ 85 Equipment 3 - 15 3,915 Projects under construction 1,447 Property and equipment 5,447 Less accumulated depreciation ( 2,742 ) Total property and equipment, net, from discontinued operations $ 2,705 2 The Company's intangible assets consisted of the following: December 31, Patent and domains $ 19 Computer software 1,682 Intangible assets 1,701 Less accumulated amortization ( 966 ) Total intangible assets $ 735 Amortization expense was $ 36,000 and $ 54,000 for the 13 weeks ended April 1, 2023 and April 2, 2022 , respectively. 3 The Company's accrued liabilities consisted of the following: December 31, Compensation and benefits $ 685 Contract liability 290 Accrued incentive and rebate checks 2,037 Accrued taxes 219 Other 47 Total accrued expenses $ 3,278 Historically t he Company operated its recycling business 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 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. As a result, 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 the years 2011, 2012, and 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 $ 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 has continued to accrue until the matter is settled. 4 The Company's accrual relating to the California sales tax assessment consisted of the following: December 31, Accrued liability - CA sales tax assessment $ 4,132 Accrued liability - interest on CA sales tax assessment 2,132 Total $ 6,264 5 The Company's short-term debt consisted of the following: December 31, Gulf Coast Bank and Trust Company $ 4,206 Gulf Coast Bank and Trust Company loan origination fees ( 34 ) Total $ 4,172 6 The Company's long-term debt consisted of the following: December 31, KLC Financial $ 1,781 KLC Financial loan origination fees ( 61 ) Total 1,720 Less current portion ( 381 ) Total $ 1,339 Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“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 amortized ratably through its maturity date of March 2026 . The principal amount of the note was $ 1.0 million, and was to bear interest at 8.75 % per annum. Monthly payments on this note were 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, previously, ARCA Recycling. 7 The Company's related party debt consisted of the following: December 31, Isaac Capital Group LLC $ 838 Total 838 Less current portion ( 233 ) Total $ 605 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Company's property and equipment (Parenthetical) (Details) - Discontinued Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 5,447 | |
Less accumulated depreciation and amortization | (2,742) | |
Total property and equipment, net, from discontinued operations | 2,705 | |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,915 | |
Equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life(Years) | 15 years | |
Equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life(Years) | 3 years | |
Projects under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,447 | |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 85 | |
Buildings and Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life(Years) | 30 years | |
Buildings and Improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life(Years) | 3 years |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Company's intangible assets (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 22,860 | $ 23,595 |
Less accumulated amortization | $ (3,926) | (3,563) |
Discontinued Operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,701 | |
Less accumulated amortization | 966 | |
Total intangible assets | 735 | |
Patent and domains | Discontinued Operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 19 | |
Computer software | Discontinued Operations | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,682 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Company's accrued liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Compensation and benefits | $ 101 | $ 81 |
Accrued taxes | 47 | 5 |
Total accrued expenses | $ 744 | 4,284 |
Discontinued Operations | ||
Compensation and benefits | 685 | |
Contract liability | 290 | |
Accrued incentive and rebate checks | 2,037 | |
Accrued taxes | 219 | |
Other | 47 | |
Total accrued expenses | $ 3,278 |
Discontinued Operations - Sum_4
Discontinued Operations - Summary of Company's accrual relating to the California sales tax assessmen (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 13, 2017 |
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Accrued liability - CA sales tax assessment | $ 4,100 | |
Accrued liability - interest on CA sales tax assessment | $ 500,000 | |
Discontinued Operations | ||
Disposal Group, Including Discontinued Operation, Assets [Abstract] | ||
Accrued liability - CA sales tax assessment | $ 4,132 | |
Accrued liability - interest on CA sales tax assessment | 2,132 | |
Total | $ 6,264 |
Discontinued Operations - Sum_5
Discontinued Operations - Summary of company's short term debt (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Short-term Debt, Total | $ 69 | $ 274 |
Discontinued Operations | ||
Short-Term Debt [Line Items] | ||
Short-term Debt, Total | 4,172 | |
Discontinued Operations | Gulf Coast Bank and Trust Company [Member] | ||
Short-Term Debt [Line Items] | ||
Loan origination fee | (34) | |
Short-term Debt, Total | $ 4,206 |
Discontinued Operations - Sum_6
Discontinued Operations - Summary of company's long-term debt (Parenthetical) (Details) - Discontinued Operations $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total | $ 1,720 |
Klc Financial [Member] | |
Debt Instrument [Line Items] | |
Total | 1,781 |
Loan origination fee | (61) |
Less current portion | (381) |
Total | $ 1,339 |
Discontinued Operations - Sum_7
Discontinued Operations - Summary of company's related party debt (Parenthetical) (Details) - Discontinued Operations $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Isaac Capital Group LLC | $ 1,720 |
Total | 1,720 |
ICG Note [Member] | |
Debt Instrument [Line Items] | |
Isaac Capital Group LLC | 838 |
Total | 838 |
Less current portion | (233) |
Total | $ 605 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of discontinued operations in the consolidated statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | $ 0 | $ 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 3,795 | 9,324 |
Cost of revenues | 3,992 | 7,471 |
Gross profit | (197) | 1,853 |
Operating expenses from discontinued operations: | ||
Selling, general and administrative expenses | (14,355) | 2,263 |
Total operating expenses from discontinued operations | (14,355) | 2,263 |
Operating loss from discontinued operations | 14,158 | (410) |
Other income (expense) from discontinued operations | ||
Interest expense, net | (181) | (190) |
Loss on litigation settlement | (115) | |
Other expense, net | (1) | (690) |
Total other income (loss), net | (182) | (995) |
Income (loss) before provision for income taxes from discontinued operations | 13,976 | (1,405) |
Income tax provision | 3,229 | 3 |
Net loss from discontinued operations | $ 10,747 | $ (1,408) |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of discontinued operations in the consolidated statements of cash flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
DISCONTINUED OPERATING ACTIVITIES: | ||
Depreciation and amortization | $ 60,000 | $ 79,000 |
Changes in assets and liabilities: | ||
Accounts receivable | (3) | 130 |
Other assets | (1) | 3 |
Net cash provided by (used in) operating activities from discontinued operations | 2,320 | (207) |
DISCONTINUED INVESTING ACTIVITIES: | ||
Net cash used in investing activities from discontinued operations | (156) | (127) |
DISCONTINUED FINANCING ACTIVITIES: | ||
Net cash used in financing activities from discontinued operations | (2,212) | (63) |
Effect of changes in exchange rate on cash and cash equivalents | 17 | (41) |
DECREASE IN CASH AND CASH EQUIVALENTS | 238 | 1,608 |
CASH AND CASH EQUIVALENTS, beginning of period | 115 | 705 |
CASH AND CASH EQUIVALENTS, end of period | 353 | 2,047 |
Discontinued Operations | ||
DISCONTINUED OPERATING ACTIVITIES: | ||
Net income (loss) from discontinued operations | (10,747) | (1,408) |
Depreciation and amortization | 96 | 133 |
Amortization of debt issuance costs | 11 | 3 |
Amortization of right-of-use assets | 53 | (16) |
Change in deferred taxes | 3,229 | |
Gain on sale of ARCA net of cash | (15,967) | |
Changes in assets and liabilities: | ||
Accounts receivable | (2,932) | 740 |
Inventories | (299) | 40 |
Prepaid expenses and other current assets | 55 | 19 |
Accounts payable and accrued expenses | 866 | 1,802 |
Other assets | (1) | 40 |
Net cash provided by (used in) operating activities from discontinued operations | 2,320 | (207) |
DISCONTINUED INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (123) | (127) |
Purchase of intangible assets | (33) | 0 |
Net cash used in investing activities from discontinued operations | (156) | (127) |
DISCONTINUED FINANCING ACTIVITIES: | ||
Proceeds from note payable | 5,162 | 0 |
Payment on related party note | 38 | 0 |
Proceeds from issuance of short term notes payable | 7,291 | 0 |
Payments on notes payable | (45) | (63) |
Net cash used in financing activities from discontinued operations | (2,212) | (63) |
Effect of changes in exchange rate on cash and cash equivalents | (5) | (41) |
DECREASE IN CASH AND CASH EQUIVALENTS | (53) | (438) |
CASH AND CASH EQUIVALENTS, beginning of period | 53 | 704 |
CASH AND CASH EQUIVALENTS, end of period | $ 0 | $ 266 |
Discontinued Operations (Additi
Discontinued Operations (Additional Information) (Details) - USD ($) | 3 Months Ended | ||||
Aug. 28, 2019 | Apr. 01, 2023 | Apr. 02, 2022 | Jan. 01, 2022 | Apr. 13, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Depreciation expense | $ 60,000,000 | $ 79,000,000 | |||
Amortization expense | $ 36,000,000 | $ 54,000,000 | |||
Sales and excise tax payable, current | $ 4,100,000 | ||||
Interest payable, current | $ 500,000,000 | ||||
Revolving Credit Facility | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Availability under revolving credit facility | $ 2,500,000 | ||||
ICG Note [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Availability under revolving credit facility | $ 1,000,000 | ||||
Credit facility interest rate | 8.75% | 8.75% | |||
Percentage of loan fee on each borrowings | 2% | ||||
Credit facility initiation date | Apr. 30, 2022 | ||||
Credit facility maturity date | Mar. 31, 2026 | ||||
Note receivable face amount | $ 1,000,000 | ||||
Amount paid as settlement | 24,767 | ||||
Litigation Settlement, Amount Awarded from Other Party | $ 24,767 | ||||
ICG Note [Member] | Record And Beneficial Owner [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Common stock, Shares Outstanding, Ownership Percentage | 13.90% |
Trade and Other Receivables - S
Trade and Other Receivables - Schedule of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade and other receivables, net, from discontinued operations | $ 0 | $ 7,816 |
Other receivables | 15 | 106 |
Trade and other receivables, net | $ 15 | $ 7,922 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets - Schedule of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 87 | $ 364 |
Prepaid other | 182 | 30 |
Prepaid expenses from discontinued operations | 0 | 377 |
Total prepaid expenses and other current assets | $ 269 | $ 771 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 09, 2023 | Apr. 01, 2023 | Apr. 02, 2022 | May 24, 2022 | |
Discount Recorded As Offset To The Principal Amount | $ 6,000,000 | |||
Additional amount charge aganist income | 0 | |||
Stock Purchase Agreement Member | ||||
Notes Receivable from Related Parties | 6,100,000 | |||
Disposition Transaction Consider Amount | $ 1,600,000 | |||
Disposition transaction term period | 15 years | |||
Cash paid for close | $ 3,000 | |||
Disposition Transaction Aggregate cost | $ 24,000,000 | |||
Disposition discount rate | 20% | |||
Note receivable Yielded present value | $ 6,000,000 | |||
Note receivable net consideration amount | 6,000,000 | |||
Revised discount amount | $ 18,000,000 | |||
GeoTraq Inc. | ||||
Note receivable face amount | $ 12,600,000 | |||
Note receivable interest rate | 8% | |||
Accrued receivables | 249,000 | |||
Notes Receivable from Related Parties | 11,300,000 | |||
Discount Recorded As Offset To The Principal Amount | 3,200,000 | |||
Revised original valuation amount upon review | 9,500,000 | |||
Interest income | 201,000 | $ 0 | ||
Accrued liabilities | $ 9,200,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 60,000 | $ 79,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets from discontinued operations | $ 0 | $ 735 | |
Intangible assets, gross | 22,860 | 23,595 | |
Less accumulated amortization | (3,926) | (3,563) | |
Total intangible assets | 18,934 | 20,032 | |
Patents and Domains | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 4 | 4 | |
Computer Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | 3,563 | 3,563 | |
Soin Intangibles [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, gross | [1] | $ 19,293 | $ 19,293 |
[1] The Soin intangibles acquired by the Company consist of the following: 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. |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible amortization expense | $ 363,000 | $ 0 |
Deposits and Other Assets - Sch
Deposits and Other Assets - Schedule of Deposits and Other Assets (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Other | $ 16 | $ 18 |
Total deposits and other assets | 16 | 267 |
Discontinued Operations [Member] | ||
Deposits and other assets from discontinued operations | $ 0 | $ 249 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 101 | $ 81 |
Accrued guarantees | 130 | 130 |
Accrued taxes | 47 | 5 |
Accrued litigation settlement | 340 | 510 |
Other | 126 | 280 |
Accrued expenses from discontinued operations | 0 | 3,278 |
Total accrued expenses | $ 744 | $ 4,284 |
Accrued Liability - California
Accrued Liability - California Sales Tax - Additional Information (Details) $ in Thousands | Apr. 13, 2017 USD ($) |
Payables and Accruals [Abstract] | |
Sales and excise tax payable, current | $ 4,100 |
Interest payable, current | $ 500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 22.90% | 0.20% |
Income tax benefit | $ (227,000) | $ 0 |
Income tax expense | 3,200,000 | 3,000 |
Pre-provision income (loss) | $ (889,000) | $ 2,619,000 |
Short Term Debt - Summary of Sh
Short Term Debt - Summary of Short Term Debt and Other Financing Obligations (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Short Term Debt [Line Items] | ||
Total short term debt | $ 69 | $ 274 |
AFCO Finance | ||
Short Term Debt [Line Items] | ||
Total short term debt | $ 69 | $ 274 |
Short Term Debt - Additional In
Short Term Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jul. 21, 2022 | Dec. 31, 2022 | Apr. 01, 2023 | Jul. 31, 2022 | |
Short Term Debt [Line Items] | ||||
Short term debt | $ 274,000 | $ 69,000 | ||
AFCO Finance | ||||
Short Term Debt [Line Items] | ||||
Short term debt | $ 274,000 | $ 69,000 | ||
AFCO Finance | AFCO Financing Agreement | ||||
Short Term Debt [Line Items] | ||||
Debt face amount | $ 516,000 | |||
Initial down payment | $ 129,000 | |||
Frequency of periodic payment Term | monthly | |||
Monthly principal payments | $ 69,000 | |||
Debt instrument periodic payment | $ 59,000 | |||
Debt instrument, redemption period, start date | Aug. 01, 2022 | |||
Debt instrument, redemption period, end date | Apr. 01, 2023 | |||
AFCO Finance | AFCO Financing Agreement | Minimum [Member] | ||||
Short Term Debt [Line Items] | ||||
Debt interest rate | 6% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | |||||||
Mar. 17, 2023 shares | Jun. 01, 2021 USD ($) | Apr. 09, 2021 | Feb. 01, 2021 USD ($) | Feb. 28, 2018 USD ($) | Jan. 25, 2017 USD ($) | Apr. 01, 2023 USD ($) Quarterly | Dec. 31, 2022 USD ($) | |
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 | ||||||
Accrued liabilities | 9,200,000 | |||||||
Percent of prepayment tender restrictions | 50% | |||||||
Appliance Smart, Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Future lease payments | $ 637,000 | |||||||
Accrued liabilities | 130,000 | |||||||
Amount owed by company | 767,000 | |||||||
SA | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | $ 460,000 | |||||||
Damages assessed plus interest and attorney fees | $ 715,000 | $ 614,000 | ||||||
Legal fees | $ 475,000 | |||||||
Statutory interest receivable | 382,000 | |||||||
Trustees Main/270, LLC [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | 90,000 | |||||||
Trustees Main/270, LLC [Member] | Appliance Smart, Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | 1,420,000 | |||||||
Westerville Square [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Damages sought value | 120,000 | |||||||
Common Stock [Member] | ||||||||
Offsetting Assets [Line Items] | ||||||||
Shares issued, shares | shares | 103,707 | |||||||
Mr. sullivan [Member] | GeoTraq Inc. | ||||||||
Offsetting Assets [Line Items] | ||||||||
Accrued liabilities | $ 340,000 | $ 510,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 3 Months Ended | |||||
Mar. 22, 2023 USD ($) $ / shares shares | Apr. 01, 2023 USD ($) $ / shares shares | Apr. 02, 2022 USD ($) shares | Dec. 31, 2022 $ / shares shares | Dec. 28, 2022 USD ($) shares | Jan. 01, 2022 shares | |
Shareholders Equity [Line Items] | ||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||
Common stock, issued shares (in shares) | 3,614,937 | 2,827,410 | ||||
Common stock, outstanding shares (in shares) | 3,614,937 | 2,827,410 | ||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Options outstanding | 120,000 | 110,000 | 117,500 | |||
Options granted | 10,000 | |||||
Preferred stock outstanding | 222,588 | 222,588 | ||||
Stock Options | ||||||
Shareholders Equity [Line Items] | ||||||
Share-based compensation expense | $ | $ 8,000,000 | $ 4,000,000 | ||||
Unrecognized compensation expense, net of estimated forfeitures | $ | $ 5,400,000 | |||||
Unrecognized compensation expense, net of estimated forfeitures, period for recognition | 2022-07 | |||||
2016 Plan | ||||||
Shareholders Equity [Line Items] | ||||||
Options expiration date | Oct. 28, 2026 | |||||
Options authorized for issuance | 800,000 | |||||
Options outstanding | 100,000 | 90,000 | ||||
2011 Plan | ||||||
Shareholders Equity [Line Items] | ||||||
Options outstanding | 20,000 | 20,000 | ||||
Additional awards to be granted after adoption of 2016 plan | 0 | |||||
Series A1 Convertible Preferred Stock | ||||||
Shareholders Equity [Line Items] | ||||||
Conversion of stock, shares issued | 0 | |||||
Common Stock | ||||||
Shareholders Equity [Line Items] | ||||||
Preferred stock, conversion ratio | 0.05 | |||||
Series A Preferred | ||||||
Shareholders Equity [Line Items] | ||||||
Preferred stock outstanding | 222,588 | 222,588 | ||||
Series S Convertible Preferred Stock | ||||||
Shareholders Equity [Line Items] | ||||||
Preferred stock outstanding | 100,000 | 100,000 | ||||
Company Tendered, Shares | 100,000 | |||||
Series S Convertible Preferred Stock | Maximum | ||||||
Shareholders Equity [Line Items] | ||||||
Potential value | $ | $ 30,000,000 | |||||
Contractor | ||||||
Shareholders Equity [Line Items] | ||||||
Stock issued for services, shares | 0 | 0 | ||||
Articles of Incorporation | ||||||
Shareholders Equity [Line Items] | ||||||
Common stock, shares authorized (in shares) | 200,000,000 | |||||
Securities Purchase Agreement | ||||||
Shareholders Equity [Line Items] | ||||||
Common stock offering shares | 361,000 | |||||
Proceeds from sale of common stock | $ | $ 422,000 | |||||
Common stock par value | $ / shares | $ 0.001 | |||||
Common stock purchase price per share | $ / shares | $ 1.17 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of All Outstanding Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options Outstanding, Beginning Balance | 110,000 | 117,500 | |
Options Outstanding, Granted | 10,000 | ||
Options Outstanding, Cancelled/expired/forfeited | (7,500) | ||
Options Outstanding, Ending Balance | 120,000 | 110,000 | 117,500 |
Options outstanding, Exercisable | 115,000 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Beginning Balance | $ 6.27 | $ 7.16 | |
Weighted Average Exercise Price, Granted | 1.53 | ||
Weighted Average Exercise Price, cancelled/expired/forfeited | 0 | ||
Weighted Average Exercise Price, Ending Balance | $ 5.87 | $ 6.27 | $ 7.16 |
Weighted Average Exercise Price, Exercisable | $ 6.06 | ||
Aggregate Intrinsic Value, Options Outstanding | $ 0 | $ 21 | |
Weighted Average Remaining Contractual Life | 6 years 6 months | 6 years 6 months | 7 years |
Weighted Average Remaining Contractual Life, Exercisable | 6 years 4 months 24 days |
Mezzanine Equity - Additional I
Mezzanine Equity - Additional Information (Details) - USD ($) $ in Millions | Dec. 28, 2022 | Apr. 01, 2023 | Dec. 31, 2022 |
Mezzanine Equity [Line Items] | |||
Preferred Stock, Shares Outstanding | 222,588 | 222,588 | |
Series S Convertible Preferred Stock [Member] | |||
Mezzanine Equity [Line Items] | |||
Company Tendered, Shares | 100,000 | ||
Conversion of Stock, Description | Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1 | ||
Preferred Stock, Shares Outstanding | 100,000 | 100,000 | |
Series S Convertible Preferred Stock [Member] | Maximum [Member] | |||
Mezzanine Equity [Line Items] | |||
Mineral Properties, Accumulated Impairment | $ 30 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) from continuing operations | $ (662) | $ 2,619 |
Weighted average common shares outstanding | 3,199,061 | 2,827,410 |
Basic income (loss) per share from continuing operations | $ (0.21) | $ 0.93 |
Net income from continuing operations | $ (662) | $ 2,619 |
Weighted average common shares outstanding | 3,199,061 | 3,274,123 |
Diluted income (loss) per share from continuing operations | $ (0.21) | $ 0.80 |
Discontinued Operations | ||
Net income (loss) from discontinued operations | $ 10,747 | $ (1,408) |
Weighted average common shares outstanding | 3,199,061 | 2,827,410 |
Basic income (loss) per share from discontinued operations | $ 3.36 | $ (0.50) |
Net loss from discontinued operations | $ 10,747 | $ (1,408) |
Weighted average common shares outstanding | 3,199,061 | 3,274,123 |
Net income (loss) per share from discontinued operations, diluted | $ 3.36 | $ (0.43) |
Basic | ||
Net income | $ 10,085 | $ 1,211 |
Weighted average common shares outstanding | 3,199,061 | 2,827,410 |
Basic income per share | $ 3.15 | $ 0.43 |
Diluted | ||
Net loss | $ 10,085 | $ 1,211 |
Weighted average common shares outstanding | 3,199,061 | 3,274,123 |
Diluted income per share | $ 3.15 | $ 0.37 |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Potentially dilutive shares excluded from earnings per share calculation | 120,000 | 116,500 |
Preferred Stock | Series A-1 | ||
Number of shares converted | 222,588 | |
Preferred stock convertible into common shares | 4.5 | |
Preferred Stock | Series S | ||
Number of shares converted | 100,000 | |
Preferred stock convertible into common shares | 100,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2023 | Apr. 02, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 0 | $ 0 |
Gross profit | 0 | 0 |
Depreciation and amortization | 364 | 0 |
Total Interest expense, net | (475) | 2 |
Total Net income before income taxes | (889) | 2,619 |
Discontinued Operations | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,795 | 9,324 |
Gross profit | (197) | 1,853 |
Operating loss | 14,158 | (410) |
Depreciation and amortization | 96 | 133 |
Total Interest expense, net | (181) | (190) |
Total Net income before income taxes | 13,976 | (1,405) |
Biotechnology | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating loss | (1,099) | (681) |
Depreciation and amortization | 364 | 0 |
Total Interest expense, net | 475 | (2) |
Total Net income before income taxes | (867) | 2,619 |
Business Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,795 | 9,324 |
Gross profit | (197) | 1,853 |
Operating loss | (13,059) | (1,091) |
Depreciation and amortization | 460 | 133 |
Total Interest expense, net | 294 | (192) |
Total Net income before income taxes | $ 13,109 | $ 1,214 |
Segment Information - Schedul_2
Segment Information - Schedule of Balance Sheet Information (Details) - USD ($) $ in Thousands | Apr. 01, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Assets | $ 34,976 | $ 46,756 |
Related Parties - Additional In
Related Parties - Additional Information (Details) | 3 Months Ended | |||
Aug. 28, 2019 USD ($) | Apr. 01, 2023 USD ($) ft² | Apr. 02, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Shared expenses with another company | $ 32,000 | $ 72,000 | ||
Operating lease expense | 36,000 | $ 62,000 | ||
Revolving Credit Facility | ||||
Related Party Transaction [Line Items] | ||||
Amount of revolving line of credit | $ 2,500,000 | |||
ICG Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Note receivable face amount | 1,000,000 | |||
Amount paid as settlement | $ 24,767 | |||
Credit facility initiation date | Apr. 30, 2022 | |||
Amount of revolving line of credit | $ 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% | |||
Live Ventures Incorporated | ||||
Related Party Transaction [Line Items] | ||||
Rented office space | ft² | 9,900 | |||
Live Ventures Incorporated | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 5% |
Sale of ARCA and Connexx - Addi
Sale of ARCA and Connexx - Additional Information (Details) | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Guaranteed consideration description | The minimum consideration to be received by the Company from the Disposition Transaction, as discussed above, is $1.6 million per year for 15 years, or $24.0 million in the aggregate, plus cash of $3,000 paid at close. |
Monthly payment 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. |
Discount Rate Percentage | 20% |
Discount Recorded As Offset To The Principal Amount | $ 6,000,000 |
Aggregate monthly payments from the Buyer | 24,000,000 |
Redunction in liabilities | 17,600,000 |
Asssets disposed of, Escess of assets | 9,800,000 |
Asset Acquisition, Contingent Consideration | 6,000,000 |
Consideration paid at close of transactions | 3,000 |
ARCA and Connexx Sale | Internal Revenue Service | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Aggregate amount | $ 931,000 |
Amount of the reduction percentage | 50% |
ERC payable amount | $ 454,000 |
ERC payments due amount | $ 477,000,000 |
Sale of ARCA and Subsidiaries -
Sale of ARCA and Subsidiaries - Schedule of calculation of the gain on sale of ARCA and subsidiaries (Details) $ in Thousands | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Sale of ARCA and Subsidiaries | |
Total guaranteed consideration | $ 6,023 |
Payment from buyer | 3 |
Net consideration | 6,026 |
Accounts payable | 5,323 |
Accrued liability | 3,187 |
Accrued liability - California state sales tax | 6,320 |
Lease liabilities | 5,285 |
Debt | 4,530 |
Accumulated other comprehensive loss | (604) |
Total disposal of liability | 24,041 |
Total considerations | 30,067 |
Cash | 145 |
Accounts receivable | 4,884 |
Inventory | 67 |
Property, plant and equipment | 2,767 |
Intangible assets | 732 |
Right-of-use assets | 5,075 |
Other assets | 574 |
Total disposal of assets | 14,244 |
Total gain on sale | $ 15,823 |