Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 27, 2020 | Jul. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 27, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | JAN | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | JANONE INC. | |
Entity Central Index Key | 0000862861 | |
Current Fiscal Year End Date | --12-28 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 2,023,846 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-19621 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 41-1454591 | |
Entity Address, Address Line One | 325 E. Warm Springs Road | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89119 | |
City Area Code | 702 | |
Local Phone Number | 997-5968 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Assets | ||
Cash and cash equivalents | $ 883 | $ 481 |
Trade and other receivables, net | 3,276 | 6,578 |
Income taxes receivable | 43 | 76 |
Inventories | 1,829 | 1,348 |
Prepaid expenses and other current assets | 845 | 356 |
Total current assets | 6,876 | 8,839 |
Property and equipment, net | 304 | 324 |
Right of use asset - operating leases | 2,579 | 1,894 |
Intangible assets, net | 15,816 | 17,705 |
Deposits and other assets | 243 | 272 |
Deferred income taxes, net | 203 | 0 |
Total assets | 26,021 | 29,034 |
Liabilities: | ||
Accounts payable | 1,900 | 4,365 |
Accrued liabilities - other | 4,741 | 3,938 |
Accrued liability - California Sales Taxes | 5,603 | 5,438 |
Lease obligation short term - operating leases | 1,245 | 1,079 |
Short term debt | 3,469 | 280 |
Related party note | 1,493 | 2,473 |
Total current liabilities | 18,451 | 17,573 |
Lease obligation long term - operating leases | 1,471 | 850 |
Deferred income taxes, net | 0 | 270 |
Total liabilities | 19,922 | 18,693 |
Commitments and contingencies (Note 15) | 0 | 0 |
Stockholders' equity: | ||
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized, 259,729 shares issued and outstanding at June 27, 2020 and December 28, 2019, respectively | 0 | 0 |
Common stock, par value $0.001 per share, 10,000,000 shares authorized, 1,993,578 and 1,919,048 shares issued and outstanding at June 27, 2020 and at December 28, 2019, respectively | 2 | 2 |
Additional paid in capital | 39,802 | 39,291 |
Accumulated other comprehensive loss | (561) | (533) |
Accumulated deficit | (33,144) | (28,419) |
Total stockholders' equity | 6,099 | 10,341 |
Total liabilities and stockholders' equity | $ 26,021 | $ 29,034 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 27, 2020 | Dec. 28, 2019 |
Statement Of Financial Position [Abstract] | ||
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) | 259,729 | 259,729 |
Preferred stock, outstanding shares (in shares) | 259,729 | 259,729 |
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) | 1,993,578 | 1,919,048 |
Common stock, outstanding shares (in shares) | 1,993,578 | 1,919,048 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,007 | $ 7,601 | $ 12,457 | $ 13,894 |
Cost of revenues | 2,962 | 5,733 | 9,938 | 10,877 |
Gross profit | 1,045 | 1,868 | 2,519 | 3,017 |
Operating expenses: | ||||
Selling, general and administrative expenses | 3,363 | 4,257 | 8,236 | 8,281 |
Operating loss | (2,318) | (2,389) | (5,717) | (5,264) |
Other income (expense): | ||||
Interest income (expense), net | (54) | (14) | (167) | (6) |
Other income, net | (8) | 639 | 810 | 778 |
Total other income (expense), net | (62) | 625 | 643 | 772 |
Loss from operations before benefit (expense) from income taxes | (2,380) | (1,764) | (5,074) | (4,492) |
Income tax benefit (expense) | (62) | 393 | 349 | 1,093 |
Net loss | $ (2,442) | $ (1,371) | $ (4,725) | $ (3,399) |
Loss per share: | ||||
Basic loss per share | $ (1.22) | $ (0.81) | $ (2.41) | $ (2.01) |
Diluted loss per share | $ (1.22) | $ (0.81) | $ (2.41) | $ (2.01) |
Weighted average common shares outstanding: | ||||
Basic | 1,993,578 | 1,694,565 | 1,961,210 | 1,694,565 |
Diluted | 1,993,578 | 1,694,565 | 1,961,210 | 1,694,565 |
Net loss | $ (2,442) | $ (1,371) | $ (4,725) | $ (3,399) |
Other comprehensive income (loss), net of tax: | ||||
Effect of foreign currency translation adjustments | (34) | 10 | (28) | 17 |
Total other comprehensive income (loss), net of tax | (34) | 10 | (28) | 17 |
Comprehensive loss | $ (2,476) | $ (1,361) | $ (4,753) | $ (3,382) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (4,725) | $ (3,399) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,044 | 1,970 |
Amortization of debt issuance costs | 20 | 74 |
Stock based compensation expense | 511 | 120 |
Non cash lease expense | 102 | 30 |
Change in deferred rent | (48) | |
Change in deferred compensation | (148) | |
Change in deferred income taxes | (473) | (1,094) |
Other | 29 | 381 |
Changes in assets and liabilities: | ||
Accounts receivable | 3,304 | 914 |
Income taxes receivable | 33 | (131) |
Prepaid expenses and other current assets | (489) | (363) |
Inventories | (481) | (210) |
Accounts payable and accrued expenses | (1,497) | 783 |
Net cash used in operating activities | (1,622) | (1,121) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (21) | (227) |
Purchases of intangibles | (114) | |
Net payments received from ApplianceSmart note receivable | 1,118 | |
Net cash (used in) provided by investing activities | (135) | 891 |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of short term debt | 3,469 | |
Proceeds from issuance of long term debt obligations | 471 | |
Payment of related party note | (1,000) | |
Payments on debt obligations | (280) | (103) |
Net cash provided by financing activities | 2,189 | 368 |
Effect of changes in exchange rate on cash and cash equivalents | (30) | 37 |
INCREASE IN CASH AND CASH EQUIVALENTS | 402 | 175 |
CASH AND CASH EQUIVALENTS, beginning of period | 481 | 1,195 |
CASH AND CASH EQUIVALENTS, end of period | 883 | 1,370 |
Supplemental cash flow disclosures: | ||
Interest paid | 103 | 13 |
Income taxes paid | 131 | |
Right to use asset - operating leases capitalized | $ 930 | $ 2,272 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Series A Preferred | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Deficit | Accumulated Deficit |
Beginning balance at Dec. 29, 2018 | $ 21,611 | $ 288,588 | $ 2 | $ 38,660 | $ (533) | $ (16,518) |
Beginning balance, shares at Dec. 29, 2018 | 1,694,565 | |||||
Other comprehensive income | 17 | 17 | ||||
Net loss | (3,399) | (3,399) | ||||
Ending balance at Jun. 29, 2019 | 18,229 | 288,588 | $ 2 | 38,660 | (516) | (19,917) |
Ending balance, shares at Jun. 29, 2019 | 1,694,565 | |||||
Beginning balance at Mar. 30, 2019 | 19,590 | 288,588 | $ 2 | 38,660 | (526) | (18,546) |
Beginning balance, shares at Mar. 30, 2019 | 1,694,565 | |||||
Other comprehensive income | 10 | 10 | ||||
Net loss | (1,371) | (1,371) | ||||
Ending balance at Jun. 29, 2019 | 18,229 | $ 288,588 | $ 2 | 38,660 | (516) | (19,917) |
Ending balance, shares at Jun. 29, 2019 | 1,694,565 | |||||
Beginning balance at Dec. 28, 2019 | 10,341 | $ 2 | 39,291 | (533) | (28,419) | |
Beginning balance, shares at Dec. 28, 2019 | 259,729 | 1,919,048 | ||||
Share based compensation | 511 | 511 | ||||
Share-based compensation, shares | 74,530 | |||||
Other comprehensive income | (28) | (28) | ||||
Net loss | (4,725) | (4,725) | ||||
Ending balance at Jun. 27, 2020 | 6,099 | $ 2 | 39,802 | (561) | (33,144) | |
Ending balance, shares at Jun. 27, 2020 | 259,729 | 1,993,578 | ||||
Beginning balance at Mar. 28, 2020 | 8,440 | $ 2 | 39,667 | (527) | (30,702) | |
Beginning balance, shares at Mar. 28, 2020 | 259,729 | 1,993,578 | ||||
Share based compensation | 135 | 135 | ||||
Other comprehensive income | (34) | (34) | ||||
Net loss | (2,442) | (2,442) | ||||
Ending balance at Jun. 27, 2020 | $ 6,099 | $ 2 | $ 39,802 | $ (561) | $ (33,144) | |
Ending balance, shares at Jun. 27, 2020 | 259,729 | 1,993,578 |
Background
Background | 6 Months Ended |
Jun. 27, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background | The accompanying consolidated financial statements include the accounts of JanOne Inc., a Nevada corporation, and its subsidiaries (collectively the “Company” or “JanOne”). On September 10, 2019, Appliance Recycling Centers of America, Inc. changed its name to JanOne Inc. The Company has three operating segments – Biotechnology, Recycling, and Technology. During September 2019, JanOne, through its biotechnology segment, broadened its business perspectives to become a pharmaceutical company focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties ARCA Recycling, Inc. (“ARCA Recycling”) 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 provides call center services for ARCA Recycling and ARCA Canada. GeoTraq Inc. (“GeoTraq”) is engaged in the development, design and, ultimately, we expect the sale, of cellular transceiver modules, also known as Mobile IoT modules, and associated wireless services. The Company reports on a 52- or 53-week fiscal year. The 2020 fiscal year (“2020”) will end on December 26, 2020, and the fiscal year (“2019”) ended on December 28, 2019, each fiscal year is 52 weeks in length. Going concern The Company currently faces a challenging competitive environment and are focused on improving our overall profitability, which includes managing expenses. The Company reported a net loss of $2,442 and $1,371 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and net loss of $4,725 and $3,399 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. In addition, as of June 27, 2020, the Company has total current assets of $6,876 and total current liabilities $18,451 resulting in a net negative working capital of $11,575. The Company has available cash balances and funds available under an accounts receivable factoring program with Prestige Capital Finance, LLC (“Prestige Capital”) to provide sufficient liquidity to fund the entity’s operations, the entity’s continued investments in center openings, and remodeling activities for at least the next twelve months. The Company expects to generate cash from operations for the remainder of fiscal year 2020 given its cost cutting measures in response to the revenue reductions resulting from the Coronavirus. However, depending on the U.S.’s continued restrictions related to the coronavirus public health crisis, the Company cannot be certain its efforts will suffice. The agreement with Prestige Capital allows the Company to get advance funding of 80% of an unpaid customer’s invoice amount within 2 days and the balance less a mutually agreed upon fee upon ultimate collection in cash of the invoice. The Company expects that it will be able to utilize the available funds under the accounts receivable factoring agreement to provide liquidity and to pursue acquisitions and other strategic transactions to expand and grow the business to enhance shareholder value. Management also regularly monitors capital market conditions to ensure no other conditions or events exist that may materially affect the Company’s financial conditions and liquidity and the Company may raise additional funds through borrowings or public or private sales of debt or equity securities, if necessary. In March 2020, there was a global outbreak of COVID-19 (Coronavirus) that has resulted in changes in global supply of certain products. These changes, including a potential economic downturn, and any potential resulting direct and indirect negative impact to the Company cannot be determined but may have a material prospective impact to the Company’s operations, cash flows, financial condition, and liquidity. Beginning in March 2020, the outbreak has started to have a material adverse impact on our operations. For example, several customers in our recycling business have suspended our ability to pick up their customers’ appliances resulting in . During April 2020, and in response to the impacts of the COVID-19 virus and public health crisis, in an effort to manage its financial position and further preserve financial flexibility and longevity, the Company temporarily closed its corporate office and call center, and idled all of its recycling processing centers in the United States and Canada. The future impact of the outbreak is highly uncertain and cannot be predicted and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus. During April 2020, as a result of the COVID-19 pandemic, the Company entered into an amendment to its contract services agreement with certain customers, whereby those customers agreed to advance the Company $1,168 against the provision of future services. The advanced payment may only be utilized for the costs associated with labor and sustaining ARCA Recycling’s workforce. The advance agreement provides for partial loan forgiveness if certain conditions are met. See Note 14 for a complete discussion of these advances. On May 1, 2020, the Company entered into a promissory note with Texas Capital Bank, N.A. for $1,872 under Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). See Note 14 for a complete discussion about this loan. Based on the above, management has concluded that as of the filing date on this quarterly report, the Company is not aware and did not identify any other conditions or events that would cause the Company to not be able to continue business as a going concern for the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 27, 2020 | |
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, our 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 28, 2019. 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. Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss or stockholders’ equity. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets and estimated useful lives for intangible assets and property and equipment. Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of short-term debt at June 27, 2020 and December 28, 2019 approximate fair value. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. Trade Receivables and Allowance for Doubtful Accounts We carry unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. We write off trade receivables when we deem them uncollectible. We record recoveries of trade receivables previously written off when we receive them. We consider a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days. We do not charge interest on past due receivables. Our management considers the allowance for doubtful accounts of $29 and $29 to be adequate to cover any exposure to loss as of June 27, 2020, and December 28, 2019, respectively. Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value. We provide estimated provisions for the obsolescence of our appliance inventories, including adjustment to market, based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions. We look at historical inventory aging reports and margin analyses in determining our provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. The Company does not have a reserve for excess or obsolete inventory at June 27, 2020 and December 28, 2019. Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful life of building and improvements is 3 to 30 years, transportation equipment is 3 to 15 years, machinery and equipment is 5 to 10 years, furnishings and fixtures is 3 to 5 years and office and computer equipment is 3 to 5 years. We periodically review our property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to maintaining our facilities and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other Property, Plant, and Equipment Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. After the asset group determination is completed, a two-step testing is performed. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test must then be performed. The recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to their carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. If the recoverability test is failed a second fair market value test is required to calculate the amount of the impairment (if any). This second test calculates the fair value of the asset or asset group, with the impairment being the amount by which the carrying value exceeds the asset or asset group’s fair value. Under this test, the financial projections have been created using market participant assumptions and fair value concepts. There was no impairment of intangibles as of June 27, 2020 or December 28, 2019 based on the intangible asset impairment review performed as of those dates. The Company’s intangible assets consist of customer relationship intangibles, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, patent USPTO reference No. 10,182,402, and historical know-how, designs and related manufacturing procedures. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. Revenue Recognition We provide replacement appliances and provide appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. As part of our de-manufacturing and recycling process, we receive revenue from scrap dealers for refrigerant, steel, plastic, glass, copper and other residual items. We account for revenue in accordance with Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) and related ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20, which provide supplementary guidance, and clarifications. Under the revenue standard we determine revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer, b. Identification of the performance obligations in the contract, c. Determination of the transaction price, d. Allocation of the transaction price to the performance obligations in the contract, and e. Recognition of revenue when, or as, we satisfy a performance obligation. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product or service based on its relative standalone selling price. The product or service price as specified on the contract is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances. Replacement Product Revenue We generate revenue by providing replacement appliances. We recognize revenue at the point in time when control over the replacement product is transferred to the end user, when our performance obligations are satisfied, which typically occur upon delivery from our center facility and installation at the end user’s home. Recycling Services Revenue We generate revenue by providing pickup and recycling services. We recognize revenue at the point in time when we have picked up a to be recycled appliance and transfer of ownership has occurred, and therefore our performance obligations are satisfied, which typically occur upon pickup from our end user’s home. Byproduct Revenue We generate other recycling byproduct revenue (the sale of refrigerant gas and copper, steel, aluminum, and other recoverable non-refrigerant byproducts) as part of our de-manufacturing process. We recognize byproduct revenue upon delivery and transfer of control of byproduct to a third-party recycling customer, having a mutually agreed upon price per pound and collection reasonably assured. Transfer of control occurs at the time the customer is in possession of the byproduct material. Revenue recognized is a function of byproduct weight, type and in some cases volume of the byproduct delivered multiplied by the market rate as quoted. Biotechnology Revenue We currently are not generating any revenue from our Biotechnology segment . Technology Revenue We currently are not generating any revenue from our Technology segment. Contract Liability Receivables are recognized in the period we ship the product or provide the service. Payment terms on invoiced amounts are based on contractual terms with each customer. When we receive consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. We recognize a contract liability as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met and any constraints have been resolved. We defer the product costs until recognition of the related revenue occurs. Assets Recognized from Costs to Obtain a Contract with a Customer We recognize an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. We have concluded that no material costs have been incurred to meet the capitalization criteria, and as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at June 27, 2020 or December 28, 2019 under FASB Accounting Standards Codification ASC 606. Other: a. Taxes collected from customers and remitted to government authorities and that are related to sales of our products are excluded from revenues. b. Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in Selling, General and Administrative expense. c. We do not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed. Revenue recognized for Company contracts was $3,664 and $6,835 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. Revenue recognized for Company contracts was $11,677 and $12,506 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Byproduct revenue is non-contract revenue and amounts for Byproduct revenue have been excluded from Revenue recognized for Company contracts for all periods presented. Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled $31 and $345 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively and $122 and $455 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Lease Accounting We account for leases in accordance with Accounting Standards Update No. 2016-02, Leases In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company uses an estimate of its incremental borrowing rate based on information available at lease commencement in determining present value of lease payments. We lease warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2023 with various renewal options for additional periods. The agreements, which have and continue to be classified as operating leases, generally provide for base rent and require us to pay all insurance, taxes and other maintenance costs. The Company’s operating leases are exclusively for building space in the different cities we have operations. The lease terms typically last from 2-3 years with some being longer or shorter depending on needs of the business and the lease partners. The Company has also engaged in month to month leases for parking spaces that the Company has elected to expense as incurred. Our lease agreements do not include variable lease payments. Our lessors do offer options to extend lease terms as leases expire and management evaluates against current rental markets and other strategic factors in making the decision to renew management will estimate probabilities of renewing for an additional term based on market and strategic factors and if the probability is more likely than not that the lease will be renewed, the financials will assume the lease is renewed under the lease renewal option The operating leases we have do not contain residual value guarantees and do not contain restrictive covenants. The Company currently has one sublease in Ontario, Canada. Leases accounted under ASC 842 were determined based on analysis of the lease contracts using lease payments and timing as documented in the contract. Non lease contracts were also evaluated to understand if the contract terms provided for an asset that we controlled and provided us with substantially all the economic benefits. We did not observe any contracts with embedded leases. Lease contracts were reviewed, and distinctions made between non lease and lease payments. Only payments related to the lease of the asset were included in lease payment calculations. Management uses an estimation of its incremental borrowing rate at lease commencement over similar terms as the lease contracts in determining the present value of its lease obligations . The weighted average lease term for operating leases is 33 months and the weighted average discount rate is 8%. Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees (including executives), non-employees, and members of the Board of Directors and Scientific Advisory Board. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the vesting period. Foreign Currency The financial statements of the Company’s non-U.S. subsidiary are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Under ASC 830, if the assets and liabilities of the Company are recorded in certain non-U.S. functional currencies other than the U.S. dollar, they are translated at rates of exchange at year end. Revenue and expense items are translated at the average monthly exchange rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income (loss). Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share Segment Reporting ASC Topic 280, “ Segment Reporting Concentration of Credit Risk The Company maintains cash balances at several banks in several states including, Minnesota, California, and Nevada. Accounts are insured by the Federal Deposit Insurance Corporation up to $250 per institution as of June 27, 2020. At times, balances may exceed federally insured limits. |
Trade and Other Receivables
Trade and Other Receivables | 6 Months Ended |
Jun. 27, 2020 | |
Receivables [Abstract] | |
Trade and Other Receivables | Note 3: Trade and other receivables June 27, 2020 December 28, 2019 Trade receivables, net $ 3,273 $ 7,226 Factored accounts receivable (281 ) (2,165 ) Prestige Capital reserve receivable 34 415 Due from Recleim — 913 Other receivables 250 189 Trade and other receivables, net $ 3,276 $ 6,578 Trade accounts receivable $ 2,288 $ 5,928 Un-billed trade receivables 1,014 1,327 A/R Reserve (29 ) (29 ) Total trade receivables, net $ 3,273 $ 7,226 |
Inventory
Inventory | 6 Months Ended |
Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4: Inventory Appliances held for resale are stated at the lower of cost, determined on a specific identification basis, or net realizable value. Inventory raw material - chips, are stated at the lower of average cost or net realizable value. Total inventory consists of the following as of June 27, 2020 and December 28, 2019: June 27, 2020 December 28, 2019 Appliances held for resale $ 1,629 $ 1,148 Inventory - raw material - chips 200 200 Total inventory $ 1,829 $ 1,348 We provide estimated provisions for the obsolescence of inventories, including adjustments to net realizable value, based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions. We review historical inventory aging reports and margin analyses in determining our provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. At June 27, 2020 and December 28, 2019, we do not have an inventory reserve. |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 6 Months Ended |
Jun. 27, 2020 | |
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 June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Prepaid insurance $ 677 $ 282 Prepaid other 168 74 Total prepaid expenses and other current assets $ 845 $ 356 |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 27, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Note Receivable | Note 6: Note receivable On December 30, 2017, we sold our retail appliance segment, ApplianceSmart, Inc. (“ApplianceSmart”), to ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, pursuant to a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, the Purchaser purchased from the Company all the issued and outstanding shares of capital stock (the “Stock”) of ApplianceSmart in exchange for $6,500 (the “Purchase Price”). Per the Agreement, the Purchase Price was due and payable on or before March 31, 2018. Between March 31, 2018 and April 24, 2018, the Purchaser and the Company negotiated in good faith the method of payment of the remaining outstanding balance of the Purchase Price. On April 25, 2018, the Purchaser delivered to the Company a promissory note (the “ApplianceSmart Note”) in the original principal amount of $3,919 (the “Original Principal Amount”), as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart Note is effective as of April 1, 2018 and matures on April 1, 2021 (the “Maturity Date”). The ApplianceSmart Note bears interest at 5% per annum with interest and principal payable at the Maturity Date. ApplianceSmart provided the Company a guaranty of repayment of the ApplianceSmart Note. The remaining $2,581 of the Purchase Price was paid in cash by the Purchaser to the Company. On December 26, 2018, the ApplianceSmart Note was amended and restated to grant the Company a security interest in the assets of the Purchaser, ApplianceSmart, and ApplianceSmart Contracting Inc. in exchange for modifying the repayments terms to provide for the payment in full of all accrued interest and principal on April 1, 2021, the maturity date of the ApplianceSmart Note. On March 15, 2019, the Company entered into agreements with third parties pursuant to which it agreed to subordinate the payment of indebtedness under the ApplianceSmart Note and the Company’s security interest in the assets of ApplianceSmart in exchange for a prepayment of up to $1,200. On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. As a result, the Company has recorded an impairment charge of $2,992 for the amount owed by ApplianceSmart to the Company as of December 28, 2019. The Company continues to record interest income on the ApplianceSmart Note and a corresponding impairment charge. The outstanding balance of the ApplianceSmart Note at June 27, 2020 and December 28, 2019 was $3,062 and $2,992, respectively, exclusive of the impairment charges. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 27, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 7: Property and Equipment Property and equipment as of June 27, 2020 and December 28, 2019 consist of the following: Useful Life (Years) June 27, 2020 December 28, 2019 Buildings and improvements 3-30 $ 72 $ 69 Equipment 3-15 2,332 2,314 Projects under construction 120 120 Property and equipment 2,524 2,503 Less accumulated depreciation and amortization (2,220 ) (2,179 ) Total property and equipment, net $ 304 $ 324 Depreciation expense was $22 and $24 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. Depreciation expense was $41 and $104 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 27, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8: Intangible Assets Intangible assets as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Intangible assets GeoTraq, net $ 26,096 $ 26,096 Patent and domains 23 23 Computer software 4,281 4,167 Intangible assets 30,400 30,286 Less accumulated amortization (14,584 ) (12,581 ) Total intangible assets $ 15,816 $ 17,705 The useful life and amortization period of the GeoTraq intangible acquired is seven years from the acquisition date of August 18, 2017. Intangible amortization expense was $1,005 and $933 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. Intangible amortization expense was $2,003 and $1,866 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. |
Deposits and Other Assets
Deposits and Other Assets | 6 Months Ended |
Jun. 27, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Deposits and Other Assets | Note 9: Deposits and other assets Deposits and other assets as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Deposits $ 168 $ 195 Other 75 77 Total deposits and other assets $ 243 $ 272 Deposits are primarily refundable security deposits with landlords the Company leases property from. |
Leases
Leases | 6 Months Ended |
Jun. 27, 2020 | |
Leases [Abstract] | |
Leases | Note 10: Leases We account for leases in accordance with ASC 842. The amount recorded is the present value of all remaining lease payments for leases with terms greater than 12 months. The right of use asset is offset by a corresponding liability. The discount rate is based on an estimate of our incremental borrowing rate for terms similar to our lease terms at the time of lease commencement. The asset will be amortized over remaining lease terms. See Lease Accounting in Note 2. Total present value of lease payments as of June 27, 2020: Remainder 2020 $ 748 2021 1,165 2022 575 2023 341 2024 196 2025 10 Total 3,035 Less Interest (319 ) Present Value of Payments $ 2,716 During the 26 weeks ended June 27, 2020 and June 29, 2019, $542 and $586, respectively, was included in operating cash flow for amounts paid for operating leases. Additionally, we obtained right-of-use assets in exchange for lease liabilities of approximately $1,164 upon commencement of operating leases during the 26 weeks ended June 27, 2020 . Additionally, we exercised an early termination clause in one our leases which reduces our right of use assets by $234 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 27, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Note 11: Accrued Liabilities Accrued liabilities as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Compensation and benefits $ 1,222 $ 809 Contract liability 827 515 Accrued incentive and rebate checks 596 988 Accrued rent — 228 Accrued guarantees 767 767 Accrued purchase orders 1,067 — Other 262 631 Total accrued expenses $ 4,741 $ 3,938 |
Accrued Liability - California
Accrued Liability - California Sales Tax | 6 Months Ended |
Jun. 27, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Liability - California Sales Tax | Note 12: Accrued Liability – California Sales Tax We operate in fourteen states in the U.S. and in various provinces in Canada. From time to time, we are 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 years 2011, 2012, 2013 and extended through the nine-month period ended September 30, 2014 . On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012 and 2013 in the amount of $4,132 plus applicable interest of $500 . As of June 27, 2020 and December 28, 2019, our accrued liability for California sales tax was $5,603 and $5,438, respectively . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13: Income Taxes Our overall effective tax rate was negative 6.9% for the 26 weeks ended June 27, 2020, and we recorded a tax provision benefit of $349 against a pre-provision loss of $5,074. Our overall effective tax rate was 24.2% for the 26 weeks ended June 29, 2019, and we had a tax benefit of $1,093 against a pre-provision loss of $4,492. The effective tax rates and related provisional tax amounts vary from the U.S. federal statutory rate due to state taxes, foreign taxes, share-based compensation, valuation allowance, and certain non-deductible expenses. We regularly evaluate both positive and negative evidence related to retaining a valuation allowance against certain deferred tax assets. The realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. We have concluded based on the weight of evidence that a valuation allowance should be maintained against certain deferred tax assets that we do not expect to utilize in the near future. The Company continues to have a full valuation allowance against its Canadian operations. The Company recorded a full valuation allowance against its U.S. deferred tax assets except for $203, the portion of NOL that will be carried back due to prior years under the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was signed into law on March 27, 2020 . |
Short Term Debt
Short Term Debt | 6 Months Ended |
Jun. 27, 2020 | |
Debt Disclosure [Abstract] | |
Short Term Debt | Note 14: Short Term Debt Short term debt and other financing obligations as of June 27, 2020 and December 28, 2019, consist of the following: June 27, 2020 December 28, 2019 AFCO Finance $ 429 $ 155 GE 8% loan agreement — 125 Payroll protection plan 1,872 — Vendor advance payments 1,168 — Total short term debt $ 3,469 $ 280 AFCO Finance Annually, we enter into a financing agreement with AFCO Credit Corporation (“AFCO”) purchased through Marsh Insurance to fund the annual premiums on insurance policies due June 1 of each year. These policies are related 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 during June 2020 was $429 with an interest rate of 3.3%. An initial down payment of $143 was due before July 1, 2020 with additional monthly payments of $48 made beginning July 1, 2020 and ending December 1, 2020. The outstanding principal due AFCO at June 27, 2020 and December 28, 2019 was $429 and $155, respectively. GE On August 14, 2017 as a part of the sale of the Company’s equity interest in AAP, Recleim LLC, a Delaware limited liability company (“Recleim”), agreed to undertake, pay or assume the Company’s GE obligations consisting of a promissory note (GE 8% loan agreement) and other payables which were incurred after the issuance of such promissory note. Recleim has agreed to indemnify and hold the Company harmless from any action to be taken by GE relating to such obligations. The Company had an offsetting receivable due from Recleim. Recleim has paid into an escrow account the money to pay the GE 8% loan agreement in full. The funds were remitted to GE upon settlement of the arbitration of the legal matter as described in Note 15. Payroll Protection Program On May 1, 2020, the Company entered into a promissory note (the “Promissory Note”) with Texas Capital Bank, N.A. that provides for a loan in the amount of $1,872 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 27, 2022 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the use of the PPP Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company intends to apply for forgiveness of a portion of the loan in accordance with the terms of the CARES Act to the extent applicable. Customer Advance Payments As of the period ending June 27, 2020, the Company received advance payments authorized by the California Public Utilities Commission and processed through two California utilities for the purposes of sustaining the workforce during the COVID-19 pandemic shutdown. The use of these funds was limited to labor and labor benefits for impacted employees. Portions of these advances are forgivable if certain conditions are met the specifics which have not been finalized. Advance payments that are not forgiven will need to be paid back in full by December 31, 2021. Total funding received under this program as of June 27, $1,168 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 27, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15: Commitments and Contingencies Litigation On December 29, 2016, the Company served a Minnesota state court complaint for breach of contract on Skybridge Americas, Inc. (“SA”), the Company’s primary call center vendor throughout 2015 and most of 2016. The Company seeks damages in the millions of dollars as a result of alleged overcharging by SA and lost client contracts. On January 25, 2017, SA served a counterclaim for unpaid invoices in the amount of approximately $460 $614, . On November 15, 2016, the Company served an arbitration demand on Haier US Appliance Solutions, Inc., dba GE Appliances (“GEA”), alleging breach of contract and interference with prospective business advantage. The Company seeks over $2,000 in damages. On April 18, 2017, GEA served a counterclaim for approximately $337 $530 , GEA was awarded approximately $125 in damages. AMTIM Capital, Inc. (“AMTIM”) acts as our representative to market our recycling services in Canada under an arrangement that pays AMTIM for revenues generated by recycling services in Canada as set forth in the agreement between the parties. A dispute has arisen between AMTIM and us with respect to the calculation of amounts due to AMTIM pursuant to the agreement. In a lawsuit filed in the province of Ontario, AMTIM claims a discrepancy in the calculation of fees due to AMTIM by us of approximately $2,000. Other Commitments As previously disclosed and as discussed in Note 6: Note receivable, on December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to the Purchaser. In connection with that sale, as of December 28, 2019 the Company has an aggregate amount of future real property lease payments of $767, which represents amounts guaranteed or which may be owed under certain lease agreements to third party landlords in which the Company either remains the counterparty, is a guarantor, or has agreed to remain contractually liable under the lease (“ApplianceSmart Leases”). The Company evaluated the fair value of its potential obligation under the guidance of ASC 450: Contingencies and ASC 460: Guarantees. As a result, the Company accrued the amount of liability associated with these future guaranteed lease payments. The fair value was calculated based on the amounts reported as part of the bankruptcy proceedings as ApplianceSmart terminated the leases prior to the lease termination date. The ApplianceSmart Leases either have the Company as the contract tenant only, or in the contract reflects a joint tenancy with ApplianceSmart. ApplianceSmart is the occupant of the ApplianceSmart Leases. The Company does not have the right to use the ApplianceSmart lease assets nor is the Company the primary obligor of the lease payments, hence capitalization under ASC 840 is not required. The ApplianceSmart Leases have historically been used by ApplianceSmart for their operations and the consideration has and is being paid by ApplianceSmart historically and in the future. Any potential amounts paid out for the Company obligations and or guarantees under ApplianceSmart Leases would be recoverable to the extent there are assets available from ApplianceSmart. ApplianceSmart Leases are related party transactions. The Company divested itself of the ApplianceSmart Leases and leaseholds with the sale to Purchaser on December 30, 2017 . 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 June 27, 2020. Other litigation On October 4, 2018, the Company initiated litigation against a former professional services provider (“PSP”), in Illinois state court, as well as a private arbitration proceeding that was scheduled to be held in Minneapolis, Minnesota, arising from PSP’s rendering of certain professional services to the Company during the period from 2011 through 2014. PSP filed a counterclaim in the arbitration seeking an award of its legal fees and costs arising from that proceeding. The parties subsequently agreed to consolidate their respective claims into the arbitration. The Company’s arbitration demand, as amended, sought an award of more than $50 and other relief. On March 23, 2020, the parties entered into a settlement agreement, whereby, without any admission of liability, they exchanged mutual releases, agreed to dismiss their respective claims with prejudice, and PSP agreed to pay $800 to the Company to, among other things, assist it with certain of its costs and obligations that related to various issues underlying the arbitration proceeding. Contract liabilities rollforward The following table summarizes the contract liability activity for the 26 weeks ended June 27, 2020: Beginning balance, December 28, 2019 $ 515 Accrued 358 Settled (46 ) Ending balance, June 27, 2020 $ 827 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 27, 2020 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Equity | Note 16: Shareholders’ Equity Common Stock : Our Articles of Incorporation authorize 10,000,000 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 26 weeks ended June 27, 2020 and June 29, 2019, 74,530 and nil shares of common stock were granted and issued in lieu of professional services at a fair value of $376 and nil, respectively. On November 8, 2016, the Company entered into a securities purchase agreement with Energy Efficiency Investments, LLC (“EEI”) pursuant to which the Company agreed to issue up to $7,732 principal amount of 3% Original Issue Discount Senior Convertible Promissory Notes of the Company and related common stock purchase warrants. On December 31, 2019, the Company terminated its agreement with EEI, as a result, EEI returned 122,257 common shares. As of June 27, 2020, and December 28, 2019, there were 1,993,578 and 1,919,048 shares, respectively, of common stock issued and outstanding. Additionally, the Company is amortizing the fair value of 223,214 common shares granted during September 2019, but not vested, in lieu of professional services at a fair value of $1,000. The share-based compensation expense remaining of $188 is being amortized through September 2021. 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 400,000 shares of common stock pursuant to awards granted under the 2016 Plan. Options granted to employees typically vest over two years, while grants to non-employee directors vest in six months. As of June 27, 2020, and December 28, 2019, 38,000 and 4,000 options were outstanding under the 2016 Plan, respectively. Our 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares, and expires on the earlier of May 12, 2021, or the date that all shares reserved under the 2011 Plan are issued or no longer available. As of June 27, 2020, and December 28, 2019, 40,400 and 40,400 options, respectively, were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan. We issue shares of new common stock when stock options are exercised. The Company periodically grants stock options that vest based upon the achievement of performance targets. For performance-based options, the Company evaluates the likelihood of the targets being met and records the expense over the probable vesting period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model for the 34,000 options granted during the 26 weeks ended June 27, 2020. Additional information relating to all outstanding options is as follows: Weighted Average Aggregate Weighted Average Remaining Options Outstanding Exercise Price Intrinsic Value Contractual Life Balance December 30, 2018 100,900 $ 11.07 $ — 3.84 Cancelled/expired/forfeited (56,500 ) 9.30 Balance at December 28, 2019 44,400 $ 13.31 $ — 3.00 Granted 34,000 3.85 Balance at June 27, 2020 78,400 $ 11.16 $ — 5.60 As of June 27, 2020, 52,900 stock options are exercisable with a weighted average exercise price of $11.51. We recognized $41 and $60 share-based compensation expense related to option grants for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. We recognized $72 and $120 share-based compensation expense related to option grants for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. There is estimated future share-based compensation expense as of June 27, 2020 of $39 to be amortized until February 2021. Warrants: As of June 27, 2020, and December 28, 2019, we had fully vested warrants outstanding to purchase 33,363 shares of common stock at a price of $3.40 per share and expire in November 2021. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 27, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 17: Loss Per Share Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net earnings per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. The following table presents the computation of basic and diluted net loss per share: For the Thirteen Weeks Ended For the Twenty Six Weeks Ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Net loss $ (2,442 ) $ (1,371 ) $ (4,725 ) $ (3,399 ) Basic loss per share $ (1.22 ) $ (0.81 ) $ (2.41 ) $ (2.01 ) Diluted loss per share $ (1.22 ) $ (0.81 ) $ (2.41 ) $ (2.01 ) Potentially dilutive securities were excluded from the calculation of diluted net loss per share. The number of dilutive securities excluded were 111,763 and 134,363 respectively, during the 26 weeks ended June 27, 2020 and June 29, 2019, because the effects were anti-dilutive based on the application of the treasury stock method. |
Major Customers and Suppliers
Major Customers and Suppliers | 6 Months Ended |
Jun. 27, 2020 | |
Risks And Uncertainties [Abstract] | |
Major Customers and Suppliers | Note 18: Major Customers and Suppliers For the 13 weeks ended June 27, 2020, two customers represented a combined 37% of our total revenues. For the 26 weeks ended June 27, 2020, three customers represented a combined 34% of our total revenue. As of June 27, 2020, three customers represented 59% of our total trade receivables. For the 13 weeks ended June 29, 2019, no customers represented 10% or more of our total revenues. For the 26 weeks ended June 29, 2019, one customer represented 10% or more of our total revenue for a total of 11%. During the 13 weeks and 26 weeks ended June 27, 2020 and June 29, 2019, we purchased appliances for resale from four suppliers. We have and are continuing to secure other vendors from which to purchase appliances. However, the curtailment or loss of one of these suppliers or any appliance supplier could adversely affect our operations. |
Defined Contribution Plan
Defined Contribution Plan | 6 Months Ended |
Jun. 27, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 19: Defined Contribution Plan We have a defined contribution salary deferral plan covering substantially all employees under Section 401(k) of the Internal Revenue Code. We contribute an amount equal to 10 cents for each dollar contributed by each employee up to a maximum of 5% of each employee’s compensation. We recognized expense for contributions to the plans of $3 and nil for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $12 and $17 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 27, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 20: Segment Information We operate within targeted markets through three reportable segments for continuing operations: biotechnology, recycling, and technology. The biotechnology segment started in September 2019 as the Company broadened its business perspectives to being a pharmaceutical company focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties The following tables present our segment information for the 13 and 26 weeks ended June 27, 2020 and June 29, 2019: Thirteen Weeks Ended Twenty Six Weeks Ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Revenues Recycling $ 4,007 $ 7,601 $ 12,457 $ 13,894 Biotechnology — — — — Technology — — — — Total Revenues $ 4,007 $ 7,601 $ 12,457 $ 13,894 Gross profit Recycling $ 1,045 $ 1,868 $ 2,519 $ 3,017 Biotechnology — — — — Technology — — — — Total Gross profit $ 1,045 $ 1,868 $ 2,519 $ 3,017 Operating loss Recycling $ (846 ) $ (1,218 ) $ (2,775 ) $ (2,881 ) Biotechnology (464 ) — (807 ) — Technology (1,008 ) (1,171 ) (2,135 ) (2,383 ) Total Operating loss $ (2,318 ) $ (2,389 ) $ (5,717 ) $ (5,264 ) Depreciation and amortization Recycling $ 91 $ — $ 171 $ 99 Biotechnology — — — — Technology 936 936 1,873 1,871 Total Depreciation and amortization $ 1,027 $ 936 $ 2,044 $ 1,970 Interest expense, net Recycling $ 54 $ 14 $ 167 $ 6 Biotechnology — — — — Technology — — — — Total Interest expense, net $ 54 $ 14 $ 167 $ 6 Net loss before benefit from income taxes Recycling $ (841 ) $ (451 ) $ (2,072 ) $ (2,109 ) Biotechnology (464 ) — (807 ) — Technology (1,075 ) (1,313 ) (2,195 ) (2,383 ) Total Net loss before benefit from income taxes $ (2,380 ) $ (1,764 ) $ (5,074 ) $ (4,492 ) As of June 27, 2020 As of December 28, 2019 Assets Recycling $ 10,392 $ 11,505 Biotechnology — — Technology 15,629 17,529 Total Assets $ 26,021 $ 29,034 Intangible assets Recycling $ 19 $ 465 Biotechnology — — Technology 15,797 17,240 Total Intangible assets $ 15,816 $ 17,705 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 27, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 21: Related Parties Tony Isaac, the Company’s Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures Incorporated (“Live”) and managing member of Isaac Capital Group LLC, a greater than 5% stockholder of the Company. Tony Isaac, Chief Executive Officer, Virland Johnson, Chief Financial Officer, and Richard Butler, Board of Directors member, are members of our Board of Directors, Chief Financial Officer, Board of Directors member, and Board of Directors members, respectively, of Live. The Company also shares certain executive, accounting and legal services with Live. The total services shared were $69 and $52 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $125 and $99 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Customer Connexx rents approximately 9,879 square feet of office space from Live in Las Vegas, Nevada. The total rent and common area expense were $46 and $45 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively, and $90 and $44 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. ApplianceSmart Note O n December 30, 2017, Purchaser entered into the Agreement with the Company and ApplianceSmart. Pursuant to the Agreement, the Purchaser purchased from the Company all of the Stock of ApplianceSmart in exchange for the Purchase Price. Effective April 1, 2018, the Purchaser issued the ApplianceSmart Note with a three-year term in the original principal amount of $3,919 for the balance of the purchase price. ApplianceSmart is guaranteeing the repayment of the ApplianceSmart Note. On December 26, 2018, the ApplianceSmart Note was amended and restated to grant the Company a security interest in the assets of the Purchaser, ApplianceSmart, and ApplianceSmart Contracting Inc. in exchange for modifying the repayment terms to provide for the payment in full of all accrued interest and principal on April 1, 2021, the maturity date of the ApplianceSmart Note. On March 15, 2019, the Company entered into subordination agreements with third parties pursuant to which it agreed to subordinate the payment of indebtedness under the ApplianceSmart Note and the Company’s security interest in the assets of ApplianceSmart and other related parties in exchange for up to $1,200 payable within 15 days of the agreement. ApplianceSmart can re-borrow up to the principal amount of the Note, $3,919. On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). As a result of the Chapter 11 Case, the Company has recorded a full valuation allowance equal to the amount of the ApplianceSmart Note. For discussion related to potential obligations and or guarantees under ApplianceSmart Leases, see Note 16. Related Party Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group, LLC (the “Lender”), a secured revolving line of credit promissory note, whereby the Lender agreed to provide the ARCA Recycling with a $2,500 revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on August 28, 2020. The Revolving Credit Facility 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 Revolving Credit Facility. In connection with entering into the Revolving Credit Facility, 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 Revolving Credit Facility 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 27, 2020 | |
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, our 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 28, 2019. |
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. |
Reclassifications | Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on the previously reported net loss or stockholders’ equity. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets and estimated useful lives for intangible assets and property and equipment. |
Financial Instruments | Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, notes receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of short-term debt at June 27, 2020 and December 28, 2019 approximate fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents approximates carrying value. |
Trade Receivables and Allowance for Doubtful Accounts | Trade Receivables and Allowance for Doubtful Accounts We carry unsecured trade receivables at the original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. We write off trade receivables when we deem them uncollectible. We record recoveries of trade receivables previously written off when we receive them. We consider a trade receivable to be past due if any portion of the receivable balance is outstanding for more than ninety days. We do not charge interest on past due receivables. Our management considers the allowance for doubtful accounts of $29 and $29 to be adequate to cover any exposure to loss as of June 27, 2020, and December 28, 2019, respectively. |
Inventories | Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or net realizable value. We provide estimated provisions for the obsolescence of our appliance inventories, including adjustment to market, based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions. We look at historical inventory aging reports and margin analyses in determining our provision estimate. A revised cost basis is used once a provision for obsolescence is recorded. The Company does not have a reserve for excess or obsolete inventory at June 27, 2020 and December 28, 2019. |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful life of building and improvements is 3 to 30 years, transportation equipment is 3 to 15 years, machinery and equipment is 5 to 10 years, furnishings and fixtures is 3 to 5 years and office and computer equipment is 3 to 5 years. We periodically review our property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with respect to maintaining our facilities and projected discounted cash flows from operations. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. |
Intangible Assets | Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other Property, Plant, and Equipment Under ASC 360, long-lived assets are tested for recoverability whenever events or changes in circumstances (‘triggering event’) indicate that the carrying amount may not be recoverable. In making this determination, triggering events that were considered included: • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and, • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. If a triggering event has occurred, for purposes of recognition and measurement of an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. After the asset group determination is completed, a two-step testing is performed. If after identifying a triggering event it is determined that the asset group’s carrying value may not be recoverable, a recoverability test must then be performed. The recoverability test is performed by forecasting the expected cash flows to be derived from the asset group for the remaining useful life of the asset group’s primary asset compared to their carrying value. The recoverability test relies upon the undiscounted cash flows (excluding interest and taxes) which are derived from the company’s specific use of those assets (not how a market participant would use those assets); and, are based upon the existing service potential of the current assets (excluding any improvements that would materially enhance the assets). If the expected undiscounted cash flows exceed the carrying value, the assets are considered recoverable. If the recoverability test is failed a second fair market value test is required to calculate the amount of the impairment (if any). This second test calculates the fair value of the asset or asset group, with the impairment being the amount by which the carrying value exceeds the asset or asset group’s fair value. Under this test, the financial projections have been created using market participant assumptions and fair value concepts. There was no impairment of intangibles as of June 27, 2020 or December 28, 2019 based on the intangible asset impairment review performed as of those dates. The Company’s intangible assets consist of customer relationship intangibles, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, patent USPTO reference No. 10,182,402, and historical know-how, designs and related manufacturing procedures. Upon acquisition, critical estimates are made in valuing acquired intangible assets, which include but are not limited to: future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, technology intangibles – 7 years, customer relationships – 7 to 15 years. |
Revenue Recognition | Revenue Recognition We provide replacement appliances and provide appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. As part of our de-manufacturing and recycling process, we receive revenue from scrap dealers for refrigerant, steel, plastic, glass, copper and other residual items. We account for revenue in accordance with Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) and related ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20, which provide supplementary guidance, and clarifications. Under the revenue standard we determine revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer, b. Identification of the performance obligations in the contract, c. Determination of the transaction price, d. Allocation of the transaction price to the performance obligations in the contract, and e. Recognition of revenue when, or as, we satisfy a performance obligation. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product or service based on its relative standalone selling price. The product or service price as specified on the contract is considered the standalone selling price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances. Replacement Product Revenue We generate revenue by providing replacement appliances. We recognize revenue at the point in time when control over the replacement product is transferred to the end user, when our performance obligations are satisfied, which typically occur upon delivery from our center facility and installation at the end user’s home. Recycling Services Revenue We generate revenue by providing pickup and recycling services. We recognize revenue at the point in time when we have picked up a to be recycled appliance and transfer of ownership has occurred, and therefore our performance obligations are satisfied, which typically occur upon pickup from our end user’s home. Byproduct Revenue We generate other recycling byproduct revenue (the sale of refrigerant gas and copper, steel, aluminum, and other recoverable non-refrigerant byproducts) as part of our de-manufacturing process. We recognize byproduct revenue upon delivery and transfer of control of byproduct to a third-party recycling customer, having a mutually agreed upon price per pound and collection reasonably assured. Transfer of control occurs at the time the customer is in possession of the byproduct material. Revenue recognized is a function of byproduct weight, type and in some cases volume of the byproduct delivered multiplied by the market rate as quoted. Biotechnology Revenue We currently are not generating any revenue from our Biotechnology segment . Technology Revenue We currently are not generating any revenue from our Technology segment. Contract Liability Receivables are recognized in the period we ship the product or provide the service. Payment terms on invoiced amounts are based on contractual terms with each customer. When we receive consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, we record deferred revenue, which represents a contract liability. We recognize a contract liability as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have been met and any constraints have been resolved. We defer the product costs until recognition of the related revenue occurs. Assets Recognized from Costs to Obtain a Contract with a Customer We recognize an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. We have concluded that no material costs have been incurred to meet the capitalization criteria, and as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at June 27, 2020 or December 28, 2019 under FASB Accounting Standards Codification ASC 606. Other: a. Taxes collected from customers and remitted to government authorities and that are related to sales of our products are excluded from revenues. b. Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in Selling, General and Administrative expense. c. We do not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed. Revenue recognized for Company contracts was $3,664 and $6,835 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively. Revenue recognized for Company contracts was $11,677 and $12,506 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. Byproduct revenue is non-contract revenue and amounts for Byproduct revenue have been excluded from Revenue recognized for Company contracts for all periods presented. |
Shipping and Handling | Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. |
Advertising Expense | Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled $31 and $345 for the 13 weeks ended June 27, 2020 and June 29, 2019, respectively and $122 and $455 for the 26 weeks ended June 27, 2020 and June 29, 2019, respectively. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Lease Accounting | Lease Accounting We account for leases in accordance with Accounting Standards Update No. 2016-02, Leases In considering the lease asset value, the Company considers fixed or variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The Company uses an estimate of its incremental borrowing rate based on information available at lease commencement in determining present value of lease payments. We lease warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2023 with various renewal options for additional periods. The agreements, which have and continue to be classified as operating leases, generally provide for base rent and require us to pay all insurance, taxes and other maintenance costs. The Company’s operating leases are exclusively for building space in the different cities we have operations. The lease terms typically last from 2-3 years with some being longer or shorter depending on needs of the business and the lease partners. The Company has also engaged in month to month leases for parking spaces that the Company has elected to expense as incurred. Our lease agreements do not include variable lease payments. Our lessors do offer options to extend lease terms as leases expire and management evaluates against current rental markets and other strategic factors in making the decision to renew management will estimate probabilities of renewing for an additional term based on market and strategic factors and if the probability is more likely than not that the lease will be renewed, the financials will assume the lease is renewed under the lease renewal option The operating leases we have do not contain residual value guarantees and do not contain restrictive covenants. The Company currently has one sublease in Ontario, Canada. Leases accounted under ASC 842 were determined based on analysis of the lease contracts using lease payments and timing as documented in the contract. Non lease contracts were also evaluated to understand if the contract terms provided for an asset that we controlled and provided us with substantially all the economic benefits. We did not observe any contracts with embedded leases. Lease contracts were reviewed, and distinctions made between non lease and lease payments. Only payments related to the lease of the asset were included in lease payment calculations. Management uses an estimation of its incremental borrowing rate at lease commencement over similar terms as the lease contracts in determining the present value of its lease obligations . The weighted average lease term for operating leases is 33 months and the weighted average discount rate is 8%. |
Stock-Based Compensation | Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees (including executives), non-employees, and members of the Board of Directors and Scientific Advisory Board. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the vesting period. |
Foreign Currency | Foreign Currency The financial statements of the Company’s non-U.S. subsidiary are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Under ASC 830, if the assets and liabilities of the Company are recorded in certain non-U.S. functional currencies other than the U.S. dollar, they are translated at rates of exchange at year end. Revenue and expense items are translated at the average monthly exchange rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income (loss). |
Earnings Per Share | Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per Share |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at several banks in several states including, Minnesota, California, and Nevada. Accounts are insured by the Federal Deposit Insurance Corporation up to $250 per institution as of June 27, 2020. At times, balances may exceed federally insured limits. |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Receivables [Abstract] | |
Schedule of Trade and Other Receivables | June 27, 2020 December 28, 2019 Trade receivables, net $ 3,273 $ 7,226 Factored accounts receivable (281 ) (2,165 ) Prestige Capital reserve receivable 34 415 Due from Recleim — 913 Other receivables 250 189 Trade and other receivables, net $ 3,276 $ 6,578 Trade accounts receivable $ 2,288 $ 5,928 Un-billed trade receivables 1,014 1,327 A/R Reserve (29 ) (29 ) Total trade receivables, net $ 3,273 $ 7,226 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Total inventory consists of the following as of June 27, 2020 and December 28, 2019: June 27, 2020 December 28, 2019 Appliances held for resale $ 1,629 $ 1,148 Inventory - raw material - chips 200 200 Total inventory $ 1,829 $ 1,348 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaids and Other Current Assets | Prepaids and other current assets as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Prepaid insurance $ 677 $ 282 Prepaid other 168 74 Total prepaid expenses and other current assets $ 845 $ 356 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of June 27, 2020 and December 28, 2019 consist of the following: Useful Life (Years) June 27, 2020 December 28, 2019 Buildings and improvements 3-30 $ 72 $ 69 Equipment 3-15 2,332 2,314 Projects under construction 120 120 Property and equipment 2,524 2,503 Less accumulated depreciation and amortization (2,220 ) (2,179 ) Total property and equipment, net $ 304 $ 324 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Intangible assets GeoTraq, net $ 26,096 $ 26,096 Patent and domains 23 23 Computer software 4,281 4,167 Intangible assets 30,400 30,286 Less accumulated amortization (14,584 ) (12,581 ) Total intangible assets $ 15,816 $ 17,705 |
Deposits and Other Assets (Tabl
Deposits and Other Assets (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Deposits and Other Assets | Deposits and other assets as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Deposits $ 168 $ 195 Other 75 77 Total deposits and other assets $ 243 $ 272 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Leases [Abstract] | |
Schedule of Present Value of Lease Payments | Total present value of lease payments as of June 27, 2020: Remainder 2020 $ 748 2021 1,165 2022 575 2023 341 2024 196 2025 10 Total 3,035 Less Interest (319 ) Present Value of Payments $ 2,716 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of June 27, 2020 and December 28, 2019 consist of the following: June 27, 2020 December 28, 2019 Compensation and benefits $ 1,222 $ 809 Contract liability 827 515 Accrued incentive and rebate checks 596 988 Accrued rent — 228 Accrued guarantees 767 767 Accrued purchase orders 1,067 — Other 262 631 Total accrued expenses $ 4,741 $ 3,938 |
Short Term Debt (Tables)
Short Term Debt (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Debt and Other Financing Obligations | Short term debt and other financing obligations as of June 27, 2020 and December 28, 2019, consist of the following: June 27, 2020 December 28, 2019 AFCO Finance $ 429 $ 155 GE 8% loan agreement — 125 Payroll protection plan 1,872 — Vendor advance payments 1,168 — Total short term debt $ 3,469 $ 280 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Contract Liability Activity | The following table summarizes the contract liability activity for the 26 weeks ended June 27, 2020: Beginning balance, December 28, 2019 $ 515 Accrued 358 Settled (46 ) Ending balance, June 27, 2020 $ 827 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of All Outstanding Options Activity | Additional information relating to all outstanding options is as follows: Weighted Average Aggregate Weighted Average Remaining Options Outstanding Exercise Price Intrinsic Value Contractual Life Balance December 30, 2018 100,900 $ 11.07 $ — 3.84 Cancelled/expired/forfeited (56,500 ) 9.30 Balance at December 28, 2019 44,400 $ 13.31 $ — 3.00 Granted 34,000 3.85 Balance at June 27, 2020 78,400 $ 11.16 $ — 5.60 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
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 loss per share: For the Thirteen Weeks Ended For the Twenty Six Weeks Ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Net loss $ (2,442 ) $ (1,371 ) $ (4,725 ) $ (3,399 ) Basic loss per share $ (1.22 ) $ (0.81 ) $ (2.41 ) $ (2.01 ) Diluted loss per share $ (1.22 ) $ (0.81 ) $ (2.41 ) $ (2.01 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 27, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables present our segment information for the 13 and 26 weeks ended June 27, 2020 and June 29, 2019: Thirteen Weeks Ended Twenty Six Weeks Ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Revenues Recycling $ 4,007 $ 7,601 $ 12,457 $ 13,894 Biotechnology — — — — Technology — — — — Total Revenues $ 4,007 $ 7,601 $ 12,457 $ 13,894 Gross profit Recycling $ 1,045 $ 1,868 $ 2,519 $ 3,017 Biotechnology — — — — Technology — — — — Total Gross profit $ 1,045 $ 1,868 $ 2,519 $ 3,017 Operating loss Recycling $ (846 ) $ (1,218 ) $ (2,775 ) $ (2,881 ) Biotechnology (464 ) — (807 ) — Technology (1,008 ) (1,171 ) (2,135 ) (2,383 ) Total Operating loss $ (2,318 ) $ (2,389 ) $ (5,717 ) $ (5,264 ) Depreciation and amortization Recycling $ 91 $ — $ 171 $ 99 Biotechnology — — — — Technology 936 936 1,873 1,871 Total Depreciation and amortization $ 1,027 $ 936 $ 2,044 $ 1,970 Interest expense, net Recycling $ 54 $ 14 $ 167 $ 6 Biotechnology — — — — Technology — — — — Total Interest expense, net $ 54 $ 14 $ 167 $ 6 Net loss before benefit from income taxes Recycling $ (841 ) $ (451 ) $ (2,072 ) $ (2,109 ) Biotechnology (464 ) — (807 ) — Technology (1,075 ) (1,313 ) (2,195 ) (2,383 ) Total Net loss before benefit from income taxes $ (2,380 ) $ (1,764 ) $ (5,074 ) $ (4,492 ) As of June 27, 2020 As of December 28, 2019 Assets Recycling $ 10,392 $ 11,505 Biotechnology — — Technology 15,629 17,529 Total Assets $ 26,021 $ 29,034 Intangible assets Recycling $ 19 $ 465 Biotechnology — — Technology 15,797 17,240 Total Intangible assets $ 15,816 $ 17,705 |
Background - Additional Informa
Background - Additional Information (Details) $ in Thousands | Apr. 30, 2020USD ($) | Jun. 27, 2020USD ($) | Jun. 29, 2019USD ($) | Jun. 27, 2020USD ($)Segment | Jun. 29, 2019USD ($) | May 01, 2020USD ($) | Dec. 28, 2019USD ($) |
Number of operating segments | Segment | 3 | ||||||
Net loss | $ (2,442) | $ (1,371) | $ (4,725) | $ (3,399) | |||
Current assets | 6,876 | 6,876 | $ 8,839 | ||||
Current liabilities | 18,451 | 18,451 | $ 17,573 | ||||
Working capital | (11,575) | ||||||
Customer Advance Payments | |||||||
Advance received against provision of future services | $ 1,168 | 1,168 | |||||
PPP Loan | Promissory Note | |||||||
Loan amount | $ 1,872 | $ 1,872 | $ 1,872 | ||||
Prestige Capital | |||||||
Percentage of advance funding on unpaid customer's invoice | 80.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 27, 2020USD ($) | Jun. 29, 2019USD ($) | Jun. 27, 2020USD ($)SegmentSublease | Jun. 29, 2019USD ($) | Dec. 28, 2019USD ($) | |
Allowance for doubtful accounts | $ 29,000 | $ 29,000 | $ 29,000 | ||
Reserve for obsolete inventory | 0 | 0 | 0 | ||
Impairment of intangible asset | 0 | 0 | |||
Deferred costs | 0 | 0 | $ 0 | ||
Revenue from contracts | 3,664,000 | $ 6,835,000 | 11,677,000 | $ 12,506,000 | |
Advertising expense | $ 31,000 | $ 345,000 | $ 122,000 | $ 455,000 | |
Operating lease, lease expire year | 2023 | ||||
Operating lease, lease renewal term | 6 months | 6 months | |||
Weighted average lease term for operating leases | 33 months | 33 months | |||
Weighted average discount term | 8.00% | 8.00% | |||
Number of reportable segments | Segment | 3 | ||||
Ontario, Canada | |||||
Number of sub leases | Sublease | 1 | ||||
Technology Intangibles | |||||
Estimated useful life of intangible assets | 7 years | ||||
Minimum | |||||
Operating lease, lease term | 2 years | 2 years | |||
Minimum | Domain Name and Marketing | |||||
Estimated useful life of intangible assets | 3 years | ||||
Minimum | Software | |||||
Estimated useful life of intangible assets | 3 years | ||||
Minimum | Customer Relationships | |||||
Estimated useful life of intangible assets | 7 years | ||||
Maximum | |||||
Operating lease, lease term | 3 years | 3 years | |||
Federal Deposit Insurance Corporation insured per institution | $ 250,000 | ||||
Maximum | Domain Name and Marketing | |||||
Estimated useful life of intangible assets | 20 years | ||||
Maximum | Software | |||||
Estimated useful life of intangible assets | 5 years | ||||
Maximum | Customer Relationships | |||||
Estimated useful life of intangible assets | 15 years | ||||
Building and Improvements | Minimum | |||||
Estimated useful life of property and equipment | 3 years | ||||
Building and Improvements | Maximum | |||||
Estimated useful life of property and equipment | 30 years | ||||
Transportation Equipment | Minimum | |||||
Estimated useful life of property and equipment | 3 years | ||||
Transportation Equipment | Maximum | |||||
Estimated useful life of property and equipment | 15 years | ||||
Machinery and Equipment | Minimum | |||||
Estimated useful life of property and equipment | 5 years | ||||
Machinery and Equipment | Maximum | |||||
Estimated useful life of property and equipment | 10 years | ||||
Furnishings and Fixtures | Minimum | |||||
Estimated useful life of property and equipment | 3 years | ||||
Furnishings and Fixtures | Maximum | |||||
Estimated useful life of property and equipment | 5 years | ||||
Office and Computer Equipment | Minimum | |||||
Estimated useful life of property and equipment | 3 years | ||||
Office and Computer Equipment | Maximum | |||||
Estimated useful life of property and equipment | 5 years |
Trade and Other Receivables - S
Trade and Other Receivables - Schedule of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Receivables [Abstract] | ||
Total trade receivables, net | $ 3,273 | $ 7,226 |
Factored accounts receivable | (281) | (2,165) |
Prestige Capital reserve receivable | 34 | 415 |
Due from Recleim | 913 | |
Other receivables | 250 | 189 |
Trade and other receivables, net | 3,276 | 6,578 |
Trade accounts receivable | 2,288 | 5,928 |
Un-billed trade receivables | 1,014 | 1,327 |
A/R Reserve | $ (29) | $ (29) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Inventory Disclosure [Abstract] | ||
Appliances held for resale | $ 1,629 | $ 1,148 |
Inventory - raw material - chips | 200 | 200 |
Total inventory | $ 1,829 | $ 1,348 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | Jun. 27, 2020 | Dec. 28, 2019 |
Inventory Disclosure [Abstract] | ||
Reserve for obsolete inventory | $ 0 | $ 0 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets - Schedule of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 677 | $ 282 |
Prepaid other | 168 | 74 |
Total prepaid expenses and other current assets | $ 845 | $ 356 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - ApplianceSmart Holdings LLC - USD ($) | Apr. 25, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 30, 2017 | Jun. 27, 2020 | Mar. 15, 2019 |
Purchase price | $ 6,500,000 | |||||
Note receivable face amount | $ 3,919,000 | |||||
Note receivable maturity date | Apr. 1, 2021 | |||||
Note receivable interest rate | 5.00% | |||||
Proceeds from disposal of business | $ 2,581,000 | |||||
Impairment charges | $ 2,992,000 | |||||
Note receivable balance outstanding | $ 2,992,000 | $ 3,062,000 | ||||
Maximum | ||||||
Agreed prepayment amount | $ 1,200,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2020 | Dec. 28, 2019 | |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 2,524 | $ 2,503 |
Less accumulated depreciation and amortization | (2,220) | (2,179) |
Total property and equipment, net | 304 | 324 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 72 | 69 |
Building and Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Building and Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 30 years | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 2,332 | 2,314 |
Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 15 years | |
Projects Under Construction | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, gross | $ 120 | $ 120 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 22 | $ 24 | $ 41 | $ 104 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 30,400 | $ 30,286 |
Less accumulated amortization | (14,584) | (12,581) |
Total intangible assets | 15,816 | 17,705 |
Patent | GeoTraq Inc. | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 26,096 | 26,096 |
Patents and Domains | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 23 | 23 |
Computer Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,281 | $ 4,167 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||||
Intangible amortization expense | $ 1,005 | $ 933 | $ 2,003 | $ 1,866 |
GeoTraq Inc. | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Estimated useful life of intangible assets | 7 years |
Deposits and Other Assets - Sch
Deposits and Other Assets - Schedule of Deposits and Other Assets (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deposits | $ 168 | $ 195 |
Other | 75 | 77 |
Total deposits and other assets | $ 243 | $ 272 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Lease Payments (Details) $ in Thousands | Jun. 27, 2020USD ($) |
Leases [Abstract] | |
Remainder 2020 | $ 748 |
2021 | 1,165 |
2022 | 575 |
2023 | 341 |
2024 | 196 |
2025 | 10 |
Total | 3,035 |
Less Interest | (319) |
Present Value of Payments | $ 2,716 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Leases [Abstract] | ||
Payment for operating leases | $ 542 | $ 586 |
Right-of-use assets in exchange for lease liabilities | 1,164 | |
Reduction in right of use assets | $ (234) |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Payables And Accruals [Abstract] | ||
Compensation and benefits | $ 1,222 | $ 809 |
Contract liability | 827 | 515 |
Accrued incentive and rebate checks | 596 | 988 |
Accrued rent | 228 | |
Accrued guarantees | 767 | 767 |
Accrued purchase orders | 1,067 | |
Other | 262 | 631 |
Total accrued expenses | $ 4,741 | $ 3,938 |
Accrued Liability - Californi_2
Accrued Liability - California Sales Tax - Additional Information (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 | Apr. 13, 2017 |
Payables And Accruals [Abstract] | |||
Sales and excise tax payable, current | $ 5,603 | $ 5,438 | $ 4,132 |
Interest payable, current | $ 500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (6.90%) | 24.20% | ||
Benefit (provision) for income taxes | $ (62) | $ 393 | $ 349 | $ 1,093 |
Pre-provision loss | 2,380 | $ 1,764 | 5,074 | $ 4,492 |
Valuation allowance | $ 203 | $ 203 |
Short Term Debt - Summary of Sh
Short Term Debt - Summary of Short Term Debt and Other Financing Obligations (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | May 01, 2020 | Dec. 28, 2019 |
Short Term Debt [Line Items] | |||
Total short term debt | $ 3,469 | $ 280 | |
AFCO Finance | |||
Short Term Debt [Line Items] | |||
Total short term debt | 429 | 155 | |
GE 8% Loan Agreement | |||
Short Term Debt [Line Items] | |||
Total short term debt | $ 125 | ||
PPP Loan | Promissory Note | |||
Short Term Debt [Line Items] | |||
Payroll protection plan | 1,872 | $ 1,872 | |
Vendor advance payments | |||
Short Term Debt [Line Items] | |||
Total short term debt | $ 1,168 |
Short Term Debt - Additional In
Short Term Debt - Additional Information (Details) - USD ($) $ in Thousands | Jul. 01, 2020 | May 01, 2020 | Apr. 30, 2020 | Jun. 27, 2020 | Dec. 28, 2019 | Aug. 14, 2017 |
Short Term Debt [Line Items] | ||||||
Short term debt | $ 3,469 | $ 280 | ||||
Customer Advance Payments | ||||||
Short Term Debt [Line Items] | ||||||
Debt maturity date | Dec. 31, 2021 | |||||
Short term debt | $ 1,168 | |||||
Total funding received | $ 1,168 | 1,168 | ||||
Amount of debt forgiven | 0 | |||||
Promissory Note | PPP Loan | ||||||
Short Term Debt [Line Items] | ||||||
Debt maturity date | Apr. 27, 2022 | |||||
Loan amount | $ 1,872 | 1,872 | ||||
Credit facility interest rate | 1.00% | |||||
AFCO Financing Agreement | ||||||
Short Term Debt [Line Items] | ||||||
Short term debt | 429 | 155 | ||||
GE 8% Loan Agreement | ||||||
Short Term Debt [Line Items] | ||||||
Debt interest rate | 8.00% | |||||
AFCO Credit Corporation | ||||||
Short Term Debt [Line Items] | ||||||
Debt face amount | $ 429 | |||||
Debt interest rate | 3.30% | |||||
Frequency of periodic payment | monthly | |||||
Debt maturity date | Dec. 1, 2020 | |||||
Short term debt | $ 429 | $ 155 | ||||
AFCO Credit Corporation | Subsequent Event | ||||||
Short Term Debt [Line Items] | ||||||
Initial down payment | $ 143 | |||||
Monthly principal payments | $ 48 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 23, 2020 | Mar. 05, 2020 | Oct. 04, 2018 | Feb. 28, 2018 | Jan. 25, 2017 | Apr. 18, 2017 | Nov. 15, 2016 | Jun. 27, 2020 | Dec. 28, 2019 |
Offsetting Assets [Line Items] | |||||||||
Damages awarded plus interest and attorney fees | $ 800 | ||||||||
Minimum | |||||||||
Offsetting Assets [Line Items] | |||||||||
Damages sought value | $ 50 | ||||||||
Appliance Smart, Inc. | |||||||||
Offsetting Assets [Line Items] | |||||||||
Future lease payments | $ 767 | ||||||||
SA | |||||||||
Offsetting Assets [Line Items] | |||||||||
Damages sought value | $ 460 | ||||||||
Damages awarded plus interest and attorney fees | $ 614 | ||||||||
GEA | |||||||||
Offsetting Assets [Line Items] | |||||||||
Damages sought value | $ 530 | $ 2,000 | |||||||
Damages awarded plus interest and attorney fees | $ 125 | ||||||||
Alleged obligation value | $ 337 | ||||||||
AMTIM Capital Inc | |||||||||
Offsetting Assets [Line Items] | |||||||||
Claims a discrepancy in the calculation of fees | $ 2,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Contract Liability Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 27, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Beginning balance, December 28, 2019 | $ 515 |
Accrued | 358 |
Settled | (46) |
Ending balance, June 27, 2020 | $ 827 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Nov. 08, 2016 | Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | Sep. 28, 2019 | Dec. 28, 2019 | Dec. 29, 2018 |
Shareholders Equity [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Common stock, issued shares (in shares) | 1,993,578 | 1,993,578 | 1,919,048 | ||||||
Common stock, outstanding shares (in shares) | 1,993,578 | 1,993,578 | 1,919,048 | ||||||
Stock issued new during period, shares | 223,214 | ||||||||
Stock issued new during period, value | $ 1,000 | ||||||||
Share based compensation | $ 135 | $ 511 | $ 188 | ||||||
Share based compensation amortized period | 2021-09 | ||||||||
Options outstanding | 78,400 | 78,400 | 44,400 | 100,900 | |||||
Options granted | 34,000 | ||||||||
Estimated future share-based compensation expense | $ 39 | $ 39 | |||||||
Share-based compensation award amortized period | 2021-02 | ||||||||
Warrants outstanding | 33,363 | 33,363 | 33,363 | ||||||
Warrant exercise price | $ 3.40 | $ 3.40 | $ 3.40 | ||||||
Warrant expiration date | Nov. 30, 2021 | ||||||||
Stock Options | |||||||||
Shareholders Equity [Line Items] | |||||||||
Stock options, exercisable | 52,900 | 52,900 | |||||||
Weighted average exercise price, exercisable | $ 11.51 | $ 11.51 | |||||||
Share-based compensation expense | $ 41 | $ 60 | $ 72 | $ 120 | |||||
2016 Plan | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options expiration date | Oct. 28, 2026 | ||||||||
Options authorized for issuance | 400,000 | 400,000 | |||||||
Options outstanding | 38,000 | 38,000 | 4,000 | ||||||
2016 Plan | Employees | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options granted, vesting period | 2 years | ||||||||
2016 Plan | Non-Employee Directors | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options granted, vesting period | 6 months | ||||||||
2011 Plan | |||||||||
Shareholders Equity [Line Items] | |||||||||
Options expiration date | May 12, 2021 | ||||||||
Options outstanding | 40,400 | 40,400 | 40,400 | ||||||
Additional awards to be granted after adoption of 2016 plan | 0 | ||||||||
Energy Efficiency Investments LLC Securities Purchase Agreement | Notes Payable | |||||||||
Shareholders Equity [Line Items] | |||||||||
Debt issuance date | Nov. 8, 2016 | ||||||||
Debt interest rate | 3.00% | ||||||||
Energy Efficiency Investments LLC Securities Purchase Agreement | Notes Payable | Maximum | |||||||||
Shareholders Equity [Line Items] | |||||||||
Debt face amount | $ 7,732 | ||||||||
Common Stock | Energy Efficiency Investments LLC Securities Purchase Agreement | |||||||||
Shareholders Equity [Line Items] | |||||||||
Common shares, returned | 122,257 | ||||||||
Contractor | |||||||||
Shareholders Equity [Line Items] | |||||||||
Stock issued for services, shares | 74,530 | ||||||||
Stock issued for services, value | $ 376 | ||||||||
Articles of Incorporation | |||||||||
Shareholders Equity [Line Items] | |||||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of All Outstanding Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 27, 2020 | Dec. 28, 2019 | Dec. 29, 2018 | Dec. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options Outstanding, Beginning Balance | 44,400 | 100,900 | ||
Options Outstanding, Cancelled/expired/forfeited | (56,500) | |||
Options Outstanding, Granted | 34,000 | |||
Options Outstanding, Ending Balance | 78,400 | 44,400 | 100,900 | |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance | $ 13.31 | $ 11.07 | ||
Weighted Average Exercise Price, cancelled/expired/forfeited | 9.30 | |||
Weighted Average Exercise Price, Granted | 3.85 | |||
Weighted Average Exercise Price, Ending Balance | $ 11.16 | $ 13.31 | $ 11.07 | |
Aggregate Intrinsic Value, Options Outstanding | $ 0 | $ 0 | $ 0 | |
Weighted Average Remaining Contractual Life | 5 years 7 months 6 days | 3 years | 3 years 10 months 2 days |
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 | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (2,442) | $ (1,371) | $ (4,725) | $ (3,399) |
Basic loss per share | $ (1.22) | $ (0.81) | $ (2.41) | $ (2.01) |
Diluted loss per share | $ (1.22) | $ (0.81) | $ (2.41) | $ (2.01) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 27, 2020 | Jun. 29, 2019 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive shares excluded from earnings per share calculation | 111,763 | 134,363 |
Major Customers and Suppliers -
Major Customers and Suppliers - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 27, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | Dec. 28, 2019 | |
Revenue | Two Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 37.00% | 34.00% | ||
Revenue | One Customer | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% | |||
Accounts Receivable | Three Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 59.00% | 49.00% |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 27, 2020 | Jun. 27, 2020 | Jun. 29, 2019 | |
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Employer contributions to employee compensation plan | $ 3 | $ 12 | $ 17 |
Maximum | |||
Deferred Compensation Arrangement With Individual Postretirement Benefits [Line Items] | |||
Defined contribution plan, employer matching contribution, percent | 5.00% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 27, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2020 | Jun. 29, 2019 | Jun. 27, 2020 | Jun. 29, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 4,007 | $ 7,601 | $ 12,457 | $ 13,894 |
Gross profit | 1,045 | 1,868 | 2,519 | 3,017 |
Operating loss | (2,318) | (2,389) | (5,717) | (5,264) |
Depreciation and amortization | 1,027 | 936 | 2,044 | 1,970 |
Interest expense, net | 54 | 14 | 167 | 6 |
Net loss before benefit for income taxes | (2,380) | (1,764) | (5,074) | (4,492) |
Recycling | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,007 | 7,601 | 12,457 | 13,894 |
Gross profit | 1,045 | 1,868 | 2,519 | 3,017 |
Operating loss | (846) | (1,218) | (2,775) | (2,881) |
Depreciation and amortization | 91 | 0 | 171 | 99 |
Interest expense, net | 54 | 14 | 167 | 6 |
Net loss before benefit for income taxes | (841) | (451) | (2,072) | (2,109) |
Biotechnology | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating loss | (464) | 0 | (807) | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Net loss before benefit for income taxes | (464) | 0 | (807) | 0 |
Technology | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating loss | (1,008) | (1,171) | (2,135) | (2,383) |
Depreciation and amortization | 936 | 936 | 1,873 | 1,871 |
Interest expense, net | 0 | 0 | 0 | 0 |
Net loss before benefit for income taxes | $ (1,075) | $ (1,313) | $ (2,195) | $ (2,383) |
Segment Information - Schedul_2
Segment Information - Schedule of Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 27, 2020 | Dec. 28, 2019 |
Segment Reporting Information [Line Items] | ||
Assets | $ 26,021 | $ 29,034 |
Intangible Assets | 15,816 | 17,705 |
Recycling | ||
Segment Reporting Information [Line Items] | ||
Assets | 10,392 | 11,505 |
Intangible Assets | 19 | 465 |
Technology | ||
Segment Reporting Information [Line Items] | ||
Assets | 15,629 | 17,529 |
Intangible Assets | $ 15,797 | $ 17,240 |
Related Parties - Additional In
Related Parties - Additional Information (Details) | Aug. 28, 2019USD ($) | Mar. 15, 2019USD ($) | Jun. 27, 2020USD ($)ft² | Jun. 29, 2019USD ($) | Jun. 27, 2020USD ($)ft² | Jun. 29, 2019USD ($) | Dec. 28, 2019USD ($) | Apr. 01, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||||
Related party note | $ 1,493,000 | $ 1,493,000 | $ 2,473,000 | |||||
Revolving Credit Facility | Isaac Capital Group, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount of revolving line of credit | $ 2,500,000 | |||||||
Credit facility maturity date | Aug. 28, 2020 | |||||||
Credit facility interest rate | 8.75% | |||||||
Percentage of loan fee on each borrowings | 2.00% | |||||||
Related party note | 1,493,000 | $ 1,493,000 | $ 2,473,000 | |||||
Appliance Smart, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Terms and manner of settlement | Purchaser issued the ApplianceSmart Note with a three-year term in the original principal amount | |||||||
Note receivable face amount | $ 3,919,000 | |||||||
Effects of any change in method of establishing terms | On December 26, 2018, the ApplianceSmart Note was amended and restated to grant the Company a security interest in the assets of the Purchaser, ApplianceSmart, and ApplianceSmart Contracting Inc. in exchange for modifying the repayment terms to provide for the payment in full of all accrued interest and principal on April 1, 2021, the maturity date of the ApplianceSmart Note. | |||||||
Minimum | Appliance Smart, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party receivables, repayment term | 15 days | |||||||
Maximum | Appliance Smart, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Note receivable balance outstanding | $ 1,200,000 | |||||||
Live Ventures Incorporated | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shared expenses with another company | $ 69,000 | $ 52,000 | $ 125,000 | $ 99,000 | ||||
Rented office space | ft² | 9,879 | 9,879 | ||||||
Total rent and common area expense | $ 46,000 | $ 45,000 | $ 90,000 | $ 44,000 | ||||
Live Ventures Incorporated | Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 5.00% | 5.00% |