Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 29, 2018 | Jun. 30, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | JanOne Inc. | |
Entity Central Index Key | 0000862861 | |
Current Fiscal Year End Date | --01-02 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 29, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | true | |
Entity Common Stock, Shares Outstanding | 8,472,651 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 4,744,002 | |
Amendment Description | Restatement of Note Receivable |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,195 | $ 3,313 |
Trade and other receivables, net | 5,804 | 10,036 |
Due From Appliancesmart Holdings LLC a subsidiary of Live Ventures Incorporated | 0 | 6,500 |
Income taxes receivable | 101 | 0 |
Inventories | 801 | 762 |
Prepaid expenses and other current assets | 617 | 506 |
Total current assets | 8,518 | 21,117 |
Note receivable - ApplianceSmart Holdings, LLC a subsidiary of Live Ventures Incorporated | 3,837 | 0 |
Property and equipment, net | 617 | 538 |
Intangible assets, net | 20,988 | 24,718 |
Deposits and other assets | 661 | 518 |
Total assets | 34,621 | 46,891 |
Current liabilities: | ||
Accounts payable | 3,169 | 3,321 |
Accrued liabilities - other | 1,118 | 1,998 |
Accrued liability - California Sales Taxes | 4,722 | 4,563 |
Notes payable - short term | 0 | 300 |
Accrued income taxes | 0 | 3 |
Short term debt | 256 | 5,577 |
Total current liabilities | 9,265 | 15,762 |
Deferred income taxes, net | 3,549 | 4,577 |
Other noncurrent liabilities | 196 | 314 |
Total liabilities | 13,010 | 20,653 |
Stockholders' equity: | ||
Preferred stock, series A - par value $.001 per share 2,000 authorized, 288 shares issued and outstanding at December 29, 2018 and December 30, 2017 | 0 | 0 |
Common stock, par value $.001 per share, 50,000 shares authorized, 8,472 and 6,875 shares issued and outstanding at December 29, 2018 and at December 30, 2017, respectively | 8 | 7 |
Additional paid in capital | 38,654 | 37,634 |
Accumulated deficit | (16,518) | (10,910) |
Accumulated other comprehensive loss | (533) | (493) |
Total stockholders' equity | 21,611 | 26,238 |
Total liabilities and shareholders' equity | $ 34,621 | $ 46,891 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized (in shares) | 2,000 | 2,000 |
Preferred Stock, shares issued (in shares) | 288 | 288 |
Preferred Stock, outstanding shares (in shares) | 288 | 288 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized (in shares) | 50,000 | 50,000 |
Common Stock, issued shares (in shares) | 8,472 | 6,875 |
Common Stock, outstanding shares (in shares) | 8,472 | 6,875 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 36,794 | $ 41,544 |
Cost of revenues | 25,741 | 28,399 |
Gross profit | 11,053 | 13,145 |
Operating expenses: | ||
Selling, general and administrative expenses | 17,150 | 13,376 |
Operating loss | (6,097) | (231) |
Other income (expense): | ||
Gain on the sale of property | 0 | 5,163 |
Gain on the sale of AAP equity interest | 0 | 81 |
Interest expense, net | (668) | (894) |
Other income (expense) | 430 | (52) |
Total other income (expense), net | (238) | 4,298 |
Income (loss) from continuing operations before provision for (benefit from) income taxes | (6,335) | 4,067 |
Total benefit from income taxes | (727) | (1,330) |
Net income (loss) | (5,608) | 5,397 |
Net (loss) attributed to noncontrolling interest | 0 | 496 |
Net income (loss) from continuing operations attributed to company | (5,608) | 5,893 |
Net income from discontinued operations, net of tax | 0 | (5,775) |
Net income (loss) attributed to company | $ (5,608) | $ 118 |
Earnings (loss) per share: | ||
Basic earnings (loss) per share from continued operations | $ (0.75) | $ 0.88 |
Basic earnings (loss) per share - discontinued operations, net of tax | 0 | (0.86) |
Basic earnings (loss) per share | (0.75) | 0.02 |
Diluted earnings (loss) per share from continued operations | (0.75) | 0.87 |
Diluted earnings (loss) per share - discontinued operations, net of tax | 0 | (0.85) |
Diluted earnings (loss) per share | $ (0.75) | $ 0.02 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 7,475 | 6,708 |
Diluted (in shares) | 7,475 | 6,758 |
Net income (loss) | $ (5,608) | $ 5,397 |
Net loss from discontinued operations, net of tax | 0 | (5,775) |
Other comprehensive income (loss), net of tax | ||
Effect of foreign currency translation adjustments | (40) | 81 |
Total other comprehensive income (loss), net of tax | (40) | 81 |
Comprehensive income (loss) | (5,648) | (297) |
Comprehensive income (loss) attributable to noncontrolling interest | 0 | 496 |
Comprehensive income (loss) attributable to controlling interest | $ (5,648) | $ 199 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Series A Preferred | Additional Paid-In Capital | Accumulated Other Comprehensive Deficit | Accumulated Deficit | Total | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2016 | 6,655 | |||||||
Beginning balance, value at Dec. 31, 2016 | $ 7 | $ 0 | $ 22,398 | $ (574) | $ (11,028) | $ 10,803 | $ 406 | $ 11,209 |
Issuance of Series A Preferred Stock, shares | 288 | |||||||
Issuance of Series A Preferred Stock, value | 12,323 | 12,323 | 12,323 | |||||
Deconsolidation of noncontrolling interest | 90 | 90 | ||||||
Beneficial Conversation of Series A Preferred Stock Issued | 2,641 | 2,641 | 2,641 | |||||
Share-based compensation, shares | 220 | |||||||
Share-based compensation, value | 272 | 272 | 272 | |||||
Other comprehensive income, net of tax | 81 | 81 | 81 | |||||
Net loss | 118 | (118) | (496) | (378) | ||||
Ending balance, shares at Dec. 30, 2017 | 6,875 | 288 | ||||||
Ending balance, value at Dec. 30, 2017 | $ 7 | $ 0 | 37,634 | (493) | (10,910) | 26,238 | 0 | 26,238 |
Beneficial Conversation of Series A Preferred Stock Issued | 0 | |||||||
Share-based compensation, shares | 1,597 | |||||||
Share-based compensation, value | $ 1 | 919 | 920 | 920 | ||||
EEI conversion of note payable into common | 101 | 101 | 101 | |||||
Other comprehensive income, net of tax | (40) | (40) | (40) | |||||
Net loss | (5,608) | (5,608) | (5,608) | |||||
Ending balance, shares at Dec. 29, 2018 | 8,472 | 288 | ||||||
Ending balance, value at Dec. 29, 2018 | $ 8 | $ 0 | $ 38,654 | $ (533) | $ (16,518) | $ 21,611 | $ 0 | $ 21,611 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net income (loss) attributable to Company | $ (5,608) | $ 118 |
Less: loss attributable to noncontrolling interest | 0 | 496 |
Net loss | (5,608) | (378) |
Loss from discontinued operations | 0 | 5,775 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,998 | 2,147 |
Amortization of debt issuance costs | 589 | 253 |
Stock based compensation expense | 656 | 272 |
Change in provision for doubtful accounts | (32) | 7 |
Gain on sale of property | 0 | (5,163) |
Gain on sale of variable interest entity equity | 0 | (81) |
Gain on sale of property and equipment | (5) | (134) |
Change in deferred rent | (14) | (78) |
Change in deferred compensation | 120 | 28 |
Change in deferred income taxes | (1,028) | (1,633) |
Other | (146) | (833) |
Changes in assets and liabilities: | ||
Accounts receivable | 3,947 | (1,159) |
Prepaid expenses and other current assets | 153 | 513 |
Income taxes receivable | (101) | 0 |
Inventories | (41) | 264 |
Accounts payable and accrued expenses | 1,660 | (2,081) |
Accrued income taxes | (3) | 19 |
Net cash provided by (used in) operating activities - continuing operations | 4,145 | (2,262) |
Net cash provided by operating activities - discontinued operations | 0 | 3,488 |
Net cash provided by operating activities | 4,145 | 1,226 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (401) | (22) |
Proceeds from the sale of property and equipment | 59 | 6,785 |
Purchase of intangible asset, GeoTraq Inc, net of debt and Series A preferred stock issued | 0 | (199) |
Proceeds from sale of equity in AAP less cash retained by AAP as a result of deconsolidation | 0 | 765 |
Net payments received from Live Ventures Incorporated note receivable | 170 | 0 |
Net cash provided by (used) in investing activities - continuing operations | (172) | 7,329 |
Net cash provided by (used) in investing activities - discontinued operations | 0 | 0 |
Net cash provided by (used) in investing activities | (172) | 7,329 |
FINANCING ACTIVITIES: | ||
Net payments under line of credit - PNC Bank | 0 | (10,333) |
Net borrowing (payments) under the line of credit - MidCap Financial Trust | (5,605) | 5,605 |
Proceeds from issuance of short term debt obligations | 562 | 1,237 |
Payments on short term notes payable | (1,066) | (500) |
Payment of debt issuance costs | (546) | |
Payments on debt obligations | 0 | (1,731) |
Net cash used in financing activities - continuing operations | (6,109) | (6,268) |
Net cash used in financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (6,109) | (6,268) |
Effect of changes in exchange rate on cash and cash equivalents | 18 | 58 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,118) | 2,345 |
CASH AND CASH EQUIVALENTS, beginning of period | 3,313 | 968 |
CASH AND CASH EQUIVALENTS, end of period | 1,195 | 3,313 |
Supplemental cash flow disclosures: | ||
Interest paid | 526 | 779 |
Income taxes refunded (paid) | (199) | 48 |
Notes payable issued to sellers of GeoTraq, Inc. | 0 | 800 |
Net liabilities assumed by ApplianceSmart | 1,901 | 0 |
Series A convertible preferred stock issued to sellers of GeoTraq, Inc. | 0 | 12,322 |
Beneficial conversion feature attributable to Series A convertible preferred stock issued | 0 | 2,641 |
EEI note balance conversion into common stock | 101 | 0 |
Due from buyer of Appliancesmart - Live Ventures Incorporated | $ 0 | $ 6,500 |
1. Background and Basis of Pres
1. Background and Basis of Presentation | 12 Months Ended |
Dec. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying consolidated financial statements include the accounts of Appliance Recycling Centers of America, Inc., a Nevada corporation, and its subsidiaries (collectively the “Company” or “ARCA”). The Company has two operating segments for fiscal year 2018 – Recycling and Technology, and the Company had three operating segments for fiscal year 2017 – Retail, Recycling and Technology. ARCA is in the business of providing turnkey appliance recycling and replacement services for electric utilities and other sponsors of energy efficiency programs. Through our GeoTraq Inc. (“GeoTraq”) subsidiary, we are engaged in the development, design and, ultimately, we expect the sale of cellular transceiver modules, also known as Mobile IoT modules. ARCA’s Recycling segment is comprised of three entities, ARCA Recycling Inc., ARCA Canada Inc., and Customer Connexx, LLC. ARCA Recycling, Inc., a California corporation, is a wholly owned subsidiary that was formed in November 1991 to provide turnkey recycling services for electric utility efficiency programs. ARCA Canada Inc., a Canadian corporation, is a wholly owned subsidiary that was formed in September 2006 to provide turnkey recycling services for electric utility energy efficiency programs. Customer Connexx, LLC, a Nevada limited liability company, is a wholly owned subsidiary formed in October 2016 to provide call center services for electric utility programs. On August 15, 2017, we sold our 50% interest in a joint venture operating under the name ARCA Advanced Processing, LLC (AAP”), which recycles appliances from twelve states in the Northeast and Mid-Atlantic regions of the United States. AAP was a joint venture that was formed in October 2009 between ARCA and 4301 Operations, LLC (“4301”). Both ARCA and 4301 had a 50% interest in AAP. AAP established a regional processing center in Philadelphia, Pennsylvania, at which the recyclable appliances were processed. AAP commenced operations in February 2010. The financial position and results of operations of AAP had been consolidated in our financial statements since AAP was formed in October 2009 through August 15, 2017, based on our conclusion that AAP was a variable interest entity due to our contribution in excess of 50% of the total equity, subordinated debt and other forms of financial support. We had a controlling financial interest in AAP during the period of October 2009 through August 15, 2017, whereby we provided substantially all of the financial support to fund the operations of AAP. On December 30, 2017, we sold our 100% interest in ApplianceSmart, Inc. ApplianceSmart, Inc., a Minnesota corporation, was a wholly owned subsidiary that was formed through a corporate reorganization in July 2011 to hold our retail business of selling new major household appliances through a chain of Company-owned retail stores under the name ApplianceSmart ® We report on a 52- or 53-week fiscal year. Our 2018 fiscal year (“2018”) ended on December 29, 2018, and our fiscal year (“2017”) ended on December 30, 2017, each fiscal year 52 weeks in length. Restatement During the periods presented, the Company did not disclose the following potential obligations arising from lease guarantees. As disclosed and as discussed in Note 7: Note Receivable – Sale of Discontinued Operations, 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 29, 2018, the Company has an aggregate amount of future real property lease payments of approximately $5,000, 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”). There are six ApplianceSmart Leases with Company guarantees, one terminating February 28, 2019, December 31, 2020, April 30, 2021, August 14, 2021, December 31, 2022 and June 30, 2025, respectively. It cannot be determined either at period end or on a prospective basis that the Company will incur any loss related to its contractual liability for a maximum potential amount of future undiscounted lease payments. The following table provides the undiscounted lease payments at the end of each period: December 30, 2017 $7,000 March 31, 2018 $6,400 June 30, 2018 $5,900 September 29, 2018 $5,300 December 29, 2018 $5,000 The Company evaluated the fair value of its potential obligation under the guidance of ASC 450: Contingencies and ASC 460: Guarantees. The Company has not recorded any accrued liability associated with these future guaranteed lease payments as the fair value of the potential liability is immaterial and it is not probable the Company will have any cash outflow resulting from the guarantee. The fair value was calculated based on the undiscounted lease payments, a discount rate equivalent to current interest rates associated with the leased real estate and a remote probability weighting of 1%. 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 – See Notes 7 and 26. 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. |
2. Significant Accounting Polic
2. Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Appliance Recycling Centers of America, Inc. and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. ARCA Recycling, Inc., a California corporation, is a wholly owned subsidiary that was formed in November 1991 to provide turnkey recycling services for electric utility energy efficiency programs. ARCA Canada Inc., a Canadian corporation, is a wholly owned subsidiary that was formed in September 2006 to provide turnkey recycling services for electric utility energy efficiency programs. Customer Connexx, LLC, a Nevada Corporation, is a wholly owned subsidiary that was formed in formed in October 2016 to provide call center services for electric utility programs. On August 15, 2017, ARCA sold its 50% interest in AAP and is no longer consolidating the results of AAP in its consolidated financial statements as of that date. AAP was a joint venture formed in October 2009 between ARCA and 4301 Operations, LLC (“4301”). ARCA and 4301 owned a 50% interest in AAP through August 15, 2017. The financial position and results of operations of AAP were consolidated in our financial statements through August 15, 2017, based on our conclusion that AAP was a variable interest entity due to our contribution in excess of 50% of the total equity, subordinated debt and other forms of financial support. See Note 6 – Sale and deconsolidation of variable interest entity AAP to these consolidated financial statements. On August 18, 2017, we acquired GeoTraq. GeoTraq is engaged in the development, design, and, ultimately, we expect, sale of cellular transceiver modules, also known as Mobile IoT modules. GeoTraq has created a dedicated Mobile IoT transceiver module that we believe can enable the design of extremely small, inexpensive products that can operate for years on a single charge, powered by standardly available batteries of diminutive size without the need of recharge. Accordingly, and utilizing Mobile IoT technology exclusively, we believe that GeoTraq will provide an exclusive, low-cost solution and service life that will enable new global markets for location-based services (“LBS”). As a result of this transaction, GeoTraq became a wholly-owned subsidiary and, therefore, the results of GeoTraq are included in our consolidated results as of August 18, 2017. On December 30, 2017, we sold our 100% interest in ApplianceSmart, Inc., a Minnesota corporation. ApplianceSmart, Inc. was formed through a corporate reorganization in July 2011 to hold our business of selling new major household appliances through a chain of Company-owned retail stores. Reincorporation in the State of Nevada On March 12, 2018, we changed our state of incorporation from the State of Minnesota to the State of Nevada (the “Reincorporation”) pursuant to a plan of conversion, dated March 12, 2018 (the “Plan of Conversion”). The Reincorporation was accomplished by the filing of (i) articles of conversion (the “Minnesota Articles of Conversion”) with the Secretary of State of the State of Minnesota and (ii) articles of conversion (the “Nevada Articles of Conversion”) and articles of incorporation (the “Nevada Articles of Incorporation”) with the Secretary of State of the State of Nevada. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Nevada Bylaws”). The Reincorporation was previously submitted to a vote of, and approved by, the Company’s stockholders at its 2017 Annual Meeting of Stockholders held on November 21, 2017 (the “Annual Meeting”). Upon the effectiveness of the Reincorporation: – the affairs of the Company ceased to be governed by the Minnesota Business Corporation Act, the Company’s existing Articles of Incorporation and the Company’s existing Bylaws, and the affairs of the Company became subject to the Nevada Revised Statutes, the Nevada Articles of Incorporation and the Nevada Bylaws; – each outstanding share of the Minnesota corporation’s common stock and Series A Preferred Stock converted into an outstanding share of the Nevada corporation’s common stock and Series A Preferred Stock, respectively; – each outstanding option to acquire shares of the Minnesota corporation’s common stock converted into an equivalent option to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of the Nevada corporation’s common stock; – each employee benefit, stock option or other similar plan of the Minnesota corporation continued to be an employee benefit, stock option or other similar plan of the Nevada corporation; and – each director and officer of the Minnesota corporation continued to hold his or her respective position with the Nevada corporation. Certain rights of the Company’s stockholders were also changed as a result of the Reincorporation, as described in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on October 25, 2017, under the section entitled “Proposal 3 – Approval of the Reincorporation of the Company from the State of Minnesota to the State of Nevada – Significant Differences Related to State Law”, which description is incorporated in its entirety herein by reference. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company. The Reincorporation changed the par value of the Company’s common shares from no par value to a par value of $.001 per common share. 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 long-term debt at December 29, 2018 and December 30, 2017 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 $61 to be adequate to cover any exposure to loss as of December 29, 2018, and December 30, 2017, respectively. Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or market. 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 obsolete inventory at December 29, 2018 and December 30, 2017. Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are three to thirty years, transportation equipment is three to fifteen years, machinery and equipment are five to ten years, furnishings and fixtures are three to five years and office and computer equipment are three to five years. Depreciation expense was $270 and $750 for the fiscal years ended December 29, 2018 and December 30, 2017, respectively. 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. We last performed intangible asset impairment testing as of December 29, 2018. Based on the testing, there was no impairment of intangibles as of December 29,2018. 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. Intangible amortization expense is $3,730 and $1,397 for the years ended December 29, 2018, and December 30, 2017, respectively. Revenue Recognition We provide replacement appliances and provide appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. We receive as part of our de-manufacturing and recycling process revenue from scrap dealers for refrigerant, steel, plastic, glass, cooper and other residual items. We adopted 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, effective December 30, 2017. We adopted ASC 606 using the modified retrospective method. The results for the reporting period beginning after December 30, 2017, are presented in accordance with the new standard, although comparative information for the prior year has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. Adoption of the new standard did not have a significant impact on the current period revenues or on the prior year Consolidated Financial Statements. No transition adjustment was required to our retained earnings as of December 30, 2017. Under the new standard revenue is recognized as follows: 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 copper, steel, plastic 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. Technology Revenue We currently are not generating any Technology revenue. 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 obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts, meet the capitalization criteria, and as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at December 29, 2018. Practical Expedients and Exemptions: 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 - $32,459 and $36,351 for the 52 weeks ended December 29, 2018 and December 30, 2017, respectively. 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 $1,101 and $1,667 for the years ended December 29, 2018 and December 30, 2017, 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 lease warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2022 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases percentage rent and require us to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line basis as a reduction to rent expense over the lease term. We record the unamortized portion of tenant improvement allowances as a part of deferred rent. We do not have leases with capital improvement funding. Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees, non-employees and Company executives and directors. 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 $250,000 per institution as of December 29, 2018. At times, balances may exceed federally insured limits. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, Revenue from Contracts with Customers Subsequently, the FASB has issued the following standards related to ASU 2014-09 and ASU No. 2016-08: ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In September 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The Company has adopted this guidance during its 2017 fiscal year and it did not have a significant impact on its consolidated results of operations, financial condition and cash flows. ASU 2016-02, Leases (Topic 842) ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ASU 2017-09, Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivative and Hedging (Topic 815). The standard is intended to simplify the accounting for certain financial instruments with down round features. This ASU changes the classification analysis of particular equity-linked financial instruments (e.g. warrants, embedded conversion features) allowing the down round feature to be disregarded when determining whether the instrument is to be indexed to an entity’s own stock. Because of this, the inclusion of a down round feature by itself exempts an instrument from having to be remeasured at fair value each earnings period. The standard requires that entities recognize the effect of the down round feature on EPS when it is triggered (i.e., when the exercise price is adjusted downward due to the down round feature) equivalent to the change in the fair value of the instrument instantly before and after the strike price is modified. An adjustment to diluted EPS calculation may be required. The standard does not change the accounting for liability-classified instruments that occurred due to a different feature or term other than a down round feature. Additionally, entities must disclose the presence of down round features in financial instruments they issue, when the down round feature triggers a strike price adjustment, and the amount of the adjustment necessary. ASU 2017-11 is effective for all fiscal years beginning after December 15, 2018. The Company decided to early adopt ASU 2017-11 and it did not have a significant impact on its consolidated results of operations, financial condition and cash flows. |
3. Comprehensive Income
3. Comprehensive Income | 12 Months Ended |
Dec. 29, 2018 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Comprehensive Income | Note 3: Comprehensive Income Comprehensive income is the sum of net income and other items that must bypass the income statement because they have not been realized, including items like an unrealized holding gain or loss from available for sale securities and foreign currency translation gains or losses. For years ended December 29, 2018 and December 30, 2017, our comprehensive income includes foreign currency translation gains and losses. |
4. Reclassifications
4. Reclassifications | 12 Months Ended |
Dec. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Note 4: 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 income or stockholders’ equity. On March 12, 2018, the Company changed its state of incorporation from Minnesota to Nevada. Nevada requires a stated par value, which the company stated at $.001 per share. Amounts for common stock and additional paid in capital for fiscal year 2017 have been reclassified to reflect this change of incorporation. |
5. Acquisition of GeoTraq, Inc.
5. Acquisition of GeoTraq, Inc. | 12 Months Ended |
Dec. 29, 2018 | |
Business Combinations [Abstract] | |
Acquisition of GeoTraq, Inc. | Note 5: Acquisition of GeoTraq, Inc. On August 18, 2017, the Company acquired all of the assets and capital stock of GeoTraq by way of merger. GeoTraq is engaged in the development, design, and, ultimately, the sale of cellular transceiver modules, also known as Mobile IoT modules. As of August 18, 2017, GeoTraq became a wholly-owned subsidiary of the Company. The final fair value of the single identifiable intangible asset acquired in the GeoTraq acquisition is a U.S. patent USPTO reference No. 10,182,402 titled “Locator Device with Low Power Consumption” together with the assignment of intellectual property that included historical know-how, designs and related manufacturing procedures was $26,097, which included the deferred income tax liability associated with the intangible asset. Total consideration paid for GeoTraq included cash $200, unsecured promissory notes bearing interest at the annual rate of 1.29% maturing on August 18, 2018 in the aggregate principal of $800, and 288,588 shares (exact number) of convertible series A preferred stock with a final fair value of $14,963. See Note 19 – Series A Preferred Stock. In connection with the acquisition, an additional intangible asset amount was recorded in the amount of $10,134 and an offsetting deferred tax liability recorded of the same amount, $10,134, to reflect the future tax liability attributable to the GeoTraq asset acquired. There were no other assets acquired or liabilities assumed. At the time of the acquisition of GeoTraq, GeoTraq was a shell company with no business operations, one intangible asset and historical know-how and designs. GeoTraq is in the development stage. The Company elected to early adopt ASU 2017-01, which clarifies the definition of a business for purposes of applying ASC 805. The Company has determined that GeoTraq is a single or group of related assets, not a business as clarified by ASU 2017-01 at the time of acquisition. |
6. Sale and deconsolidation of
6. Sale and deconsolidation of variable Interest Entity - AAP | 12 Months Ended |
Dec. 29, 2018 | |
Sale And Deconsolidation Of Variable Interest Entity - Aap | |
Sale and deconsolidation of variable interest entity - AAP | Note 6: Sale and deconsolidation of variable interest entity - AAP The financial position and results of operations of AAP had been consolidated in our financial statements since AAP’s inception based on our conclusion that AAP was a variable interest entity that we controlled due to our contribution in excess of 50% of the total equity, subordinated debt and other forms of financial support. Since inception we provided substantial financial support to fund the operations of AAP. The financial position and results of operations for AAP were reported in our recycling segment. On August 15, 2017, we sold our 50% interest in AAP, and therefore, as of August 15, 2017, we no longer consolidated the results of AAP in our financial statements. The following table summarizes the assets and liabilities of AAP consolidated in our financial position as of August 1, 2017 (date of deconsolidation) and December 31, 2016: Assets August 15, 2017 December 31, 2016 Current assets $ 367 $ 438 Property and equipment, net 6,809 7,322 Other assets 93 83 Total assets $ 7,269 $ 7,843 Liabilities Accounts payable $ 2,661 $ 1,388 Accrued expenses 619 523 Current maturities of long-term debt obligations 729 3,558 Long-term debt obligations, net of current maturities 3,431 435 Other liabilities (a) – 1,126 Total liabilities $ 7,440 $ 7,030 (a) Other liabilities represent loans and advances between ARCA and AAP that are eliminated in consolidation. The following table summarizes the operating results of AAP consolidated in our financial results for the 52 weeks ended December 30, 2017: 52 Weeks Ended December 30, 2017 (b) Revenues $ 1,433 Gross profit 24 Operating loss (848 ) Net loss (991 ) (b) Operating results for AAP were consolidated in the Company’s operating results from inception of AAP through August 15, 2017, the date of our 50% equity sale in AAP. We recorded a gain of $81 on the sale and deconsolidation of our 50% equity interest in AAP. Net Cash outflow arising from deconsolidation of AAP was $35. The Company received $800 in cash consideration for its 50% equity interest in AAP. |
7. Note receivable - sale of di
7. Note receivable - sale of discontinued operations | 12 Months Ended |
Dec. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note receivable - sale of discontinued operations | Note 7: Note receivable – sale of discontinued operations On December 30, 2017, we signed an agreement to dispose of our retail appliance segment. ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, entered into a Stock Purchase Agreement (the “Agreement”) with the Company and ApplianceSmart, then a subsidiary of the Company. ApplianceSmart is a retail chain specializing in new and out-of-the-box appliances. 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”). The Purchase Price per the Agreement was due and payable on or before March 31, 2018. As of December 30, 2017, the Company had an amount due from the Purchaser in the amount of $6,500 recorded as a current asset. 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. On December 26, 2018, the ApplianceSmart Note was amended and restated to grant ARCA 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 and other related parties in exchange for up to $1,200. The remaining $2,581 of the Purchase Price was paid in cash by the Purchaser to the Company. The Purchaser may reborrow funds, and pay interest on such re-borrowings, from the Company up to the Original Principal Amount. Subsequent to December 30, 2017, ApplianceSmart assumed $1,901 in liabilities from the Company. For the 52 weeks ended December 29, 2018, the original balance owed to the Company of $6,500, increased with new borrowings of $1,819 and decreased with repayments of $2,581 and debt assumed of $1,901 represents a net amount due from the Purchaser, now in the form of a note receivable, in the sum of $3,837 as of December 29, 2018. Discontinued operations include our retail appliance business ApplianceSmart. Results of operations, financial position and cash flows for this business are separately reported as discontinued operations for all periods presented. The Company made the decision to sell ApplianceSmart to eliminate losses and poor financial performance from our retail segment, decrease existing leverage, assign and eliminate long term lease liabilities for store leases, increase cash balances, enhance shareholder value and focus Company resources on its two remaining segments, Recycling and Technology. FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS (In Thousands) 52 Weeks Ended December 30, 2017 Revenue $ 56,296 Cost of revenue 42,252 Gross profit 14,044 Selling, general and administrative expense 15,911 Operating loss - discontinued operations (1,867 ) Other income 862 Other expense (5 ) Net loss - discontinued operations before income tax benefit (1,010 ) Income tax benefit 270 Net loss - discontinued operations, net of tax $ (740 ) DISCONTINUED OPERATIONS (In Thousands) As of December 30, 2017 (date of sale) At December 30, 2017 Accounts Receivable $ 2,356 Inventories 8,836 Prepaid expenses 173 Total current assets held for sale 11,365 Buildings and improvements 2,073 Equipment 1,756 Accumulated depreciation (3,319 ) Restricted cash 1,298 Other assets 204 Total non-current assets held for sale 2,012 Total assets held for sale - discontinued operations $ 13,377 Purchase price 6,500 Loss of sale of assets held for sale (6,877 ) Income tax benefit 1,842 Net loss on sale of assets held for sale and discontinued operations, net of tax $ (5,035 ) |
8. Inventory
8. Inventory | 12 Months Ended |
Dec. 29, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 8: Inventory Inventories of continuing operations, consisting principally of appliances, are stated at the lower of cost, determined on a specific identification basis, or market and consist of the following as of December 29, 2018 and December 30, 2017: December 29, 2018 December 30, 2017 Appliances held for resale $ 801 $ 762 We provide estimated provisions for the obsolescence of our appliance inventories, including adjustments 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. |
9. Prepaids and other current a
9. Prepaids and other current assets | 12 Months Ended |
Dec. 29, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and other current assets | Note 9: Prepaids and other current assets Prepaids and other current assets as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Prepaid insurance $ 271 $ 443 Prepaid rent – 5 Prepaid consulting fees 265 – Prepaid other 81 58 $ 617 $ 506 |
10. Property and Equipment
10. Property and Equipment | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 10: Property and equipment Property and equipment of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: Useful Life (Years) December 29, 2018 December 30, 2017 Buildings and improvements 18-30 $ 67 $ 156 Equipment (including computer software) 3-15 6,049 5,908 Projects under construction 58 29 Property and equipment 6,174 6,093 Less accumulated depreciation and amortization (5,557 ) (5,555 ) Property and equipment, net $ 617 $ 538 Property and equipment are stated at cost. We compute depreciation using straight-line method over a range of estimated useful lives from 3 to 30 years. We amortize leasehold improvements on a straight-line basis over the shorter of their estimated useful lives or the underlying lease term. Repair and maintenance costs are charged to operations as incurred. Depreciation expense for continuing operations was $268 and $750 for fiscal years 2018 and 2017, respectively. During 2018, property and equipment with a net book value of $54 was sold resulting in a gain on sale of $5. |
11. Intangible assets
11. Intangible assets | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Note 11: Intangible assets Intangible assets of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Intangible assets GeoTraq, net $ 20,969 $ 24,699 Patent 19 19 $ 20,988 $ 24,718 The useful life and amortization period of the GeoTraq intangible acquired is seven years. Intangible amortization expense for continuing operations was $3,730 and $1,397 for fiscal years 2018 and 2017, respectively. |
12. Deposits and other assets
12. Deposits and other assets | 12 Months Ended |
Dec. 29, 2018 | |
Assets, Noncurrent [Abstract] | |
Deposits and other assets | Note 12: Deposits and other assets Deposits and other assets of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Deposits $ 561 $ 411 Other 100 107 $ 661 $ 518 Deposits are primarily refundable security deposits with landlords the Company leases property from. |
13. Accrued liabilities
13. Accrued liabilities | 12 Months Ended |
Dec. 29, 2018 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Note 13: Accrued liabilities Accrued liabilities of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Compensation and benefits 567 1,061 Deferred revenue – 300 Accrued incentive and rebate checks 316 285 Accrued rent 16 77 Accrued interest – 115 Accrued payables – 129 Other 219 31 $ 1,118 $ 1,998 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. As previously disclosed, the California Board of Equalization (“BOE”) conducted a sales and use tax examination covering the Company’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 BOE 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 California Board of Equalization’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 BOE assessment for sales tax for tax years 2011, 2012 and 2013 in the amount of $4.1 million plus applicable interest of $0.5 million related to the appliance replacement programs that we administered on behalf of our customers on which we did not assess, collect or remit sales tax. The Company has appealed this assessment and continues to engage the services of our existing retained sales tax experts throughout the appeal process. The BOE tax assessment is subject to protest and appeal and would not need to be funded until the matter has been fully resolved through the appeal process. The Company anticipates that resolution of the BOE assessment could take up to two years. A settlement proposal was filed on February 22, 2019 and we are awaiting a settlement conference date in an attempt to resolve the matter expeditiously. |
14. Line of credit - PNC Bank
14. Line of credit - PNC Bank | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Line of credit - PNC Bank | Note 14: Line of credit - PNC Bank We had a Revolving Credit, Term Loan and Security Agreement, as amended, (“PNC Revolver”) with PNC Bank, National Association (“PNC”) that provided us with a $15,000 revolving line of credit. The PNC Revolver loan agreement included a lockbox agreement and a subjective acceleration clause and as a result we have classified the revolving line of credit as a current liability. The PNC Revolver was collateralized by a security interest in substantially all of our assets and PNC was also secured by an inventory repurchase agreement with Whirlpool Corporation solely with respect to Whirlpool purchases only. In addition, we issued a $750 letter of credit in favor of Whirlpool Corporation. The PNC Revolver required, starting with the fiscal quarter ending April 2, 2016, that we meet a specified amount of minimum earnings before interest, taxes, depreciation and amortization, and continuing at the end of each quarter thereafter, that we meet a minimum fixed charge coverage ratio of 1.1 to 1.0. The PNC Revolver loan agreement limited investments that we could purchase, the amount of other debt and leases that we could incur, the amount of loans that we could issue to our affiliates and the amount we could spend on fixed assets, along with prohibiting the payment of dividends. The interest rate on the PNC Revolver, as stated in our renewal agreement on January 22, 2016, was PNC Base Rate (as defined below) plus 1.75% to 3.25%, or 1-, 2- or 3-month PNC LIBOR Rate plus 2.75% to 4.25%, with the rate being dependent on our level of fixed charge coverage. The PNC Base Rate meant, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the interest rate per annum announced from time to time by PNC as its prime rate, (ii) the Federal Funds Open Rate plus 0.5%, and (iii) the one-month LIBOR rate plus 100 basis points (1%). The amount of available revolving borrowings under the PNC Revolver was based on a formula using accounts receivable and inventories. We did not have access to the full $15,000 revolving line of credit due to such formula, the amount of the letter of credit issued in favor of Whirlpool Corporation and the amount of outstanding loans owed to PNC by out AAP joint venture. As discussed above, the Company sold its the Compton Facility building and land for $7,103. The net proceeds from the sale, after costs of sale and payoff of the Term Loan (as defined below), were used to reduce the outstanding balance under our PNC Revolver. On May 1, 2017, the PNC Revolver loan agreement was amended, and the term was extended through June 2, 2017. The amendment, effective May 2, 2017, also reduced the maximum amount of borrowing under the PNC Revolver to $6 million. On May 10, 2017 we repaid in full and terminated our existing Revolving Credit, Term Loan and Security Agreement, as amended, with PNC Bank, National Association on the same date. The PNC Revolver loan agreement terminated, and the PNC Revolver was paid in full on May 10, 2017 with funds advanced from MidCap Financial Trust. A letter of credit to Whirlpool Corporation remained outstanding with PNC backed by restricted cash collateral of $750 as of December 30, 2017. This restricted cash collateral was transferred with the sale of ApplianceSmart. See Note 17, long term obligations, for additional information. |
15. Notes payable - short term
15. Notes payable - short term | 12 Months Ended |
Dec. 29, 2018 | |
Notes Payable - Short Term | |
Notes payable - short term | Note 15: Notes payable – short term On August 18, 2017, the Company, as part of its acquisition of GeoTraq, issued unsecured promissory notes to the sellers of GeoTraq with interest at the annual rate of interest of 1.29% maturing on August 18, 2018. The original balance of the notes payable – short term was $800. The outstanding balance of the notes payable – short term as of December 29, 2018 and December 30, 2017 is $0 and $300, respectively. Interest accrued at December 30, 2017 was included in accrued expenses. See Note 5. |
16. Income Taxes
16. Income Taxes | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16: Income taxes For fiscal year 2018, we recorded an income tax benefit of $727. For fiscal year 2017, we recorded an income tax benefit of $3,441. As of December 29, 2017, we maintained a valuation allowance of $407 against our net operating loss carryforwards, foreign tax credits and all deferred tax assets in Canada, principally net operating losses. The benefit of income taxes for fiscal years 2018 and 2017 consisted of the following: For the fiscal years ended December 29, 2018 December 30, 2017 Current tax expense (benefit): Federal $ 8 $ – State 511 34 Foreign – – Current tax expense (benefit) $ 519 $ 34 Deferred tax expense - domestic (1,246 ) (3,475 ) Deferred tax expense - foreign – – Benefit of income taxes $ (727 ) $ (3,441 ) A reconciliation of our benefit of income taxes with the federal statutory tax rate for fiscal years 2018 and 2017 is shown below: For the fiscal years ended December 29, 2018 December 30, 2017 Income tax expense at statutory rate $ (1,155 ) $ (995 ) Portion attributable to noncontrolling interest at statutory rate – – State tax expense, net of federal tax effect 771 (141 ) Permanent differences 28 55 Change in tax rates – (3,107 ) Change in valuation allowance (694 ) 590 Other 323 157 $ (727 ) $ (3,441 ) Loss before benefit of income taxes and noncontrolling interest was derived from the following sources for fiscal years 2018 and 2017 as shown below: For the fiscal years ended December 29, 2018 December 30, 2017 United States $ (5,500 ) $ (2,835 ) Canada (835 ) (90 ) $ (6,335 ) $ (2,925 ) The components of net deferred tax assets (liabilities) as of December 29, 2018 and December 30, 2017, are as follows: December 29, 2018 December 30, 2017 Current deferred tax assets (liabilities): Allowance for bad debts $ 7 $ 16 Accrued expenses 998 1,107 Inventory – 80 Accrued compensation 39 23 Reserves – 4 Prepaid expenses (147 ) (125 ) 897 1,105 Less: valuation allowance – – Total current deferred tax assets (liabilities) 897 1,105 Long term deferred tax assets (liabilities): Net operating loss 292 1,217 Capital loss – – Tax credits 256 473 Share-based compensation 271 302 Intangibles (5,068 ) (6,615 ) Property and equipment (103 ) (72 ) Deferred rent 12 16 Unrealized losses (gains) 129 132 Section 481(a) adjustment – (44 ) Section 163(j) interest 172 11 (4,039 ) (4,580 ) Less: valuation allowance (407 ) (1,102 ) Total long term deferred tax assets (liabilities) (4,446 ) (5,682 ) Net deferred tax assets (liabilities) $ (3,549 ) $ (4,577 ) The deferred tax amounts have been classified in the accompanying consolidated balance sheets as follows: December 29, 2018 December 30, 2017 Non-current assets $ – $ – Non-current liabilities 3,549 4,577 $ 3,549 $ 4,577 As of December 29, 2018, the Company has net operating loss carryforwards of approximately $1.2 million for federal income tax purposes, which will be available to offset future taxable income. Due to recent tax legislation, these net operating losses are eligible for indefinite carryforward, limited by certain taxable income limitations. The Company has certain foreign tax credits available but has recorded a full valuation allowance against these tax credits until the Company has sufficient foreign source income to utilize these credits. The Company continues to have a full valuation allowance against its Canadian operations. The Company released approximately $0.7 of valuation allowance related to state net operating losses due to sufficient income in those jurisdictions or otherwise expired. The Company annually conducts an analysis of its uncertain tax positions and has concluded that it has no uncertain tax positions as of December 29, 2018. The Company’s policy is to record uncertain tax positions as a component of income tax expense. The Company was selected for examination by the IRS for its 2016 tax year. As of March 29, 2019, the IRS has not proposed any adjustments, and the Company is not aware of any adjustments. Due to recent tax legislation that occurred on December 22, 2017 the federal corporate income tax rate was reduced to a flat 21%, which provides a significant income tax benefit to our Company in future reporting periods. The Company recognized a tax benefit of approximately $3.1 million related to adjusting our deferred tax balances to reflect the new corporate tax rate. |
17. Long term obligations
17. Long term obligations | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Long term obligations | Note 17: Long term obligations Long term debt, capital lease and other financing obligations as of December 29, 2018 and December 30, 2017, consist of the following: December 29, 2018 December 30, 2017 MidCap financial trust asset based revolving loan $ – $ 5,605 AFCO Finance 193 367 GE 8% loan agreement 482 482 EEI note – 103 Capital leases and other financing obligations – 30 Debt issuance costs MidCap, net – (442 ) Debt issuance costs EEI, net (419 ) (568 ) Total short term debt $ 256 $ 5,577 MidCap Financial Trust On May 10, 2017, we entered into a Credit and Security Agreement (“Credit Agreement”) with MidCap Financial Trust (“MidCap Financial Trust”), as a lender and as agent for itself and other lenders under the Credit Agreement. The Credit Agreement provided us with a $12,000 revolving line of credit, which may be increased to $16,000 under certain terms and conditions (the “MidCap Revolver”). The MidCap Revolver had a stated maturity date of May 10, 2020, if not renewed. The MidCap Revolver was collateralized by a security interest in substantially all of our assets. The lender was also secured by an inventory repurchase agreement with Whirlpool Corporation for Whirlpool purchases only. The Credit Agreement required that we meet a minimum fixed charge coverage ratio of 1.00:1.00 for the applicable measuring period as of the end of each calendar month. The applicable measuring period was (i) the period commencing May 1, 2017 and ending on the last day of each calendar month from May 31, 2017 through April 30, 2018, and (ii) the twelve-month period ending on the last day of such calendar month thereafter. The Credit Agreement limited the amount of other debt that we could incur, the amount we could spend on fixed assets, and the amount of investments that we could make, along with prohibiting the payment of dividends. The amount of revolving borrowings available under the Credit Agreement was based on a formula using receivables and inventories. We did not have access to the full $12,000 revolving line of credit due to the formula using our receivables and inventories and the amount of any outstanding letters of credit issued by the Lender. The interest rate on the revolving line of credit was the one-month LIBOR rate plus four and one-half percent (4.50%). On December 30, 2017, our available borrowing capacity under the Credit Agreement was $1,031. The weighted average interest rate for the period of May 10, 2017 through December 30, 2017 was 8.29%. We borrowed $62,845 and repaid $57,240 on the Credit Agreement during the period of May 10, 2017 through December 30, 2017, leaving an outstanding balance on the Credit Agreement of $5,605 at December 30, 2017. The debt issuance costs for the MidCap Revolver were $546. The un-amortized debt issuance costs for the MidCap Revolver as of December 30, 2017 were $442. On September 20, 2017, we received a written notice of default, dated September 20, 2017 (the “Notice of Default”), from MidCap Funding X Trust (the “Agent”), asserting that events of default had occurred with respect to the Credit Agreement. The Agent alleged in the Notice of Default that, as a result of the Company’s recent acquisition of GeoTraq, and the issuance of promissory notes to the stockholders of GeoTraq in connection with such acquisition, the Borrowers had failed to comply with certain terms of the Loan Agreement, and that such failure constituted one or more Events of Default under the Loan Agreement. Specifically, the Notice of Default stated that as a result of the acquisition and related issuance of promissory notes, the Borrowers had failed to comply with (i) a covenant not to incur additional indebtedness other than Permitted Debt (as defined in the Loan Agreement), without the Agent’s prior written consent, and a covenant not to make acquisitions or investments other than Permitted Acquisitions or Permitted Investments (as defined in the Credit Agreement). The Notice of Default also stated that the Borrowers’ failure to pledge the stock in GeoTraq as collateral under the Credit Agreement and to make GeoTraq a “Borrower “under the Credit Agreement would become an Event of Default if not cured within the applicable cure period. The Agent reserved the right to avail itself of any other rights and remedies available to it at law or by contract, including the right to (a) withhold funding, increase reserves and suspend making further advances under the Credit Agreement, (b) declare all principal, interest and other sums owing in connection with the Credit Agreement immediately due and payable in full, (c) charge the Default Rate on amounts outstanding under the Credit Agreement, and/or (d) exercise one or more rights and remedies with respect to any and all collateral securing the Credit Agreement. The Agent did not declare the amounts outstanding under the Credit Agreement to be immediately due and payable but imposed the default rate of interest, which was 5% in excess of the rates otherwise payable under the Loan Agreement), effective as of August 18, 2017 and continuing until the Agent notified the Borrowers that the specified Events of Default have been waived and no other Events of Default exist. The Company strongly disagreed with the Lenders that any Event of Default had occurred. On March 22, 2018, the Company terminated the Credit Agreement, together with the related revolving loan note and pledge agreement. The Company did not incur any termination penalties as a result of the termination of the Credit Agreement. The Company classified the MidCap Revolver as a current liability until March 22, 2018, at which time the MidCap Revolver was terminated and paid in full. The security interests held by the Lender in substantially all Company assets were released following termination and payoff on March 22, 2018. AFCO Finance On June 16, 2017, we entered into a financing agreement with AFCO Credit Corporation (“AFCO”) to fund the annual premiums due June 1, 2017 on insurance policies purchased through Marsh Insurance. These policies relate to workers’ compensation and various liability policies including, but not limited to, General, Auto, Umbrella, Property, and Directors’ and Officers’ insurance. The total amount of the premiums financed was $1,070 with an interest rate of 3.567%. An initial down payment of $160 was paid on June 16, 2017 and an additional 10 monthly payments of $92 were made beginning July 1, 2017 and ending April 1, 2018. The June 16, 2017 AFCO agreement had a zero balance as of December 29, 2018. On July 2, 2018, we entered into another financing agreement with AFCO to fund the annual premiums on insurance policies due June 1, 2018 purchased through Marsh Insurance. These policies 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 was $556 with an interest rate of 4.519%. An initial down payment of $56 was due before July 1, 2018 with additional monthly payments of: $57 will be made beginning July 1, 2018 and ending September 1, 2018; and $65 will be made beginning October 1, 2018 and ending March 1, 2019. The outstanding principal due AFCO at December 29, 2018 and December 30, 2017 was $193 and $367, 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 ARCA harmless from any action to be taken by GE relating to such obligations. The Company has an offsetting receivable due from Recleim. Energy Efficiency Investments LLC On November 8, 2016, the Company entered into a securities purchase agreement with Energy Efficiency Investments, LLC, 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. These notes may be issued from time to time, up to such aggregate principal amount, at the request of the Company, subject to certain conditions, or at the option of Energy Efficiency Investments, LLC. Interest accrues at the rate of 8% per annum on the principal amount of the notes outstanding from time to time, and is payable at maturity or, if earlier, upon conversion of these notes. The principal amount of these notes outstanding at December 29, 2018 and December 30, 2017 was $0 and $103, respectively. The debt issuance costs of the EEI note are $740 and are being amortized over 60 months. The un-amortized debt issuance costs of the EEI note as of December 29, 2018 and December 30, 2017 are $419 and $568, respectively. |
18. Commitments and Contingenci
18. Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18: Commitments and Contingencies Litigation On December 29, 2016, ARCA served a Minnesota state court complaint for breach of contract on Skybridge Americas, Inc. (“SA”), ARCA’s primary call center vendor throughout 2015 and most of 2016. ARCA seeks damages in the millions of dollars as a result of alleged overcharging by SA and lost client contracts. On January 25, 2017, SA served a counterclaim for unpaid invoices in the amount of approximately $460,000 plus interest and attorneys’ fees. On March 29, 2017, the Hennepin County district court (the “District Court”) dismissed ARCA’s breach of contract claim based on SA’s overuse of its Canadian call center but permitted ARCA’s remaining claims to proceed. Following motion practice, on January 8, 2018 the District Court entered judgment in SA’s favor, which was amended as of February 28, 2018, for a total amount of $613,566.32, including interest and attorneys’ fees. On March 4, 2019, the Minnesota Court of Appeals (the “Court of Appeals”) ruled and (i) reversed the District Court’s judgment in favor of Skybridge on the call center location claim and remanded the issue back to the District Court for further proceedings, (ii) reversed the District Court’s judgment in favor of Skybridge on the net payment issue and remanded the issue to the District Court for further proceedings, and (iii) affirmed the District Court’s judgment in Skybridge’s favor against ARCA’s claim that Skybridge breached the contract when it failed to meet the service level agreements. As a result of the decision by the Court of Appeals, the District Court’s award of interest and attorneys’ fees of $133,867.50, etc. was reversed. At December 29, 2018, ARCA had recorded a liability in the amount of $497,792 and a refundable escrow deposit of approximately $400,000 related to Skybridge litigation. The District Court is expected to release the escrow funds after a period of 30 days from the Court of Appeals decision. On November 15, 2016, ARCA served an arbitration demand on Haier US Appliance Solutions, Inc., dba GE Appliances (“GEA”), alleging breach of contract and interference with prospective business advantage. ARCA seeks over $2 million in damages. On April 18, 2017, GEA served a counterclaim for approximately $337,000 in alleged obligations under the parties’ recycling agreement. Simultaneously with serving its counterclaim in the arbitration, which is venued in Chicago, GEA filed a complaint in the United States District Court for the Western District of Kentucky seeking damages of approximately $530,000 plus interest and attorneys’ fees allegedly owed under a previous agreement between the parties. On December 12, 2017, the court stayed GEA’s complaint in favor of the arbitration. Under the terms of ARCA’s transaction with Recleim LLC (“Recleim”), Recleim is obligated to pay GEA on ARCA’s behalf the amounts claimed by GEA in the arbitration and in the lawsuit pending in Kentucky. Those amounts Recleim is obligated to pay have been paid into escrow pending the outcome of the arbitration. The arbitration is currently scheduled for August 2019 however the parties have agreed to mediation in advance of the arbitration. 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 $2.0 million. Although the outcome of this claim is uncertain, we believe that no further amounts are due under the terms of the agreement and that we will continue to defend our position relative to this lawsuit. We are party from time to time to other ordinary course disputes that we do not believe to be material. Other commitments For discussion related to potential obligations and or guarantees under ApplianceSmart Leases, see Note 1. Operating Leases The Company leases its office space and recycling centers under non-cancelable operating leases expiring through fiscal year 2022. Rent expense under these leases for continuing operations was $2,252 and $1,450 for the fiscal years ended December 29, 2018 and December 30, 2017, respectively. Rent expense may include certain common area charges such as taxes, maintenance, utilities and insurance. Future minimum annual rental commitments under noncancelable operating lease agreements as of December 29, 2018 are as follows: Fiscal year 2019 $ 789 Fiscal year 2020 459 Fiscal year 2021 129 Fiscal year 2022 98 Fiscal year 2023 58 $ 1,533 |
19. Series A Preferred Stock
19. Series A Preferred Stock | 12 Months Ended |
Dec. 29, 2018 | |
Equity [Abstract] | |
Series A Preferred Stock | Note 19: Series A Preferred Stock On August 18, 2017, the Company acquired GeoTraq by way of merger. GeoTraq is engaged in the development, manufacture, and, ultimately, we expect, sale of cellular transceiver modules, also known as Mobile IoT modules. As a result of this transaction, GeoTraq became a wholly-owned subsidiary of the Company. In connection with this transaction, the Company tendered to the owners of GeoTraq $200, issued to them an aggregate of 288 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and entered into one-year unsecured promissory notes in the aggregate principal amount of $800. To accomplish the designation and issuance of the Series A Preferred Stock, we filed a Certificate of Designation with the Secretary of State of the State of Minnesota. On November 9, 2017, we filed a Certificate of Correction with the Minnesota Secretary of State. In connection with the Reincorporation, we filed Articles of Incorporation with the Secretary of State of the State of Nevada on March 12, 2018, and a Certificate of Correction with the Secretary of State of the State of Nevada on August 7, 2018 (collectively, the “Nevada Articles of Incorporation”). The following summary of the Nevada Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to the Nevada Articles of Incorporation, which are filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2018, and as Exhibit 3.1. to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018. Dividends We cannot declare, pay or set aside any dividends on shares of any other class or series of our capital stock unless (in addition to the obtaining of any consents required by our Articles of Incorporation) the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend in the aggregate amount of $1.00, regardless of the number of then-issued and outstanding shares of Series A Preferred Stock. Any remaining dividends allocated by the Board of Directors shall be distributed in an equal amount per share to the holders of outstanding common stock and Series A Preferred Stock (on an as-if-converted to common stock basis pursuant to the Conversion Ratio as defined below). Liquidation Rights Immediately prior to the occurrence of any liquidation, dissolution or winding up of the Company, whether voluntary of involuntary, all shares of Series A Convertible Preferred Stock automatically convert into shares of our common stock based upon the then-applicable “conversion ratio” (as defined below) and shall participate in the liquidation proceeds in the same manner as other shares of our common stock. Conversion The Series A Preferred Stock is not convertible into shares of our common stock except as described below. Subject to the third sentence of this paragraph, each holder of a share of Series A Preferred Stock has the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation, or as restricted below), to convert any or all of such holder’s shares of Series A Preferred Stock into shares of our common stock at the conversion ratio. The “conversation ratio” per share of the Series A Preferred Stock is a ratio of 1:100, meaning one share of Series A Preferred Stock, if and when converted into shares of our common stock, converts into 100 shares of our common stock. Notwithstanding anything to the contrary in the Certificate of Designation, a holder of Series A Preferred Stock may not convert any of such holder’s shares and we may not issue any shares of our common stock in connection with a conversation that would trigger any Nasdaq requirement to obtain shareholder approval prior to such conversion or issuance in connection with such conversion that would be in excess of that number of shares of common stock equivalent to 19.9% of the number of shares of common stock as of August 18, 2017; provided however Redemption The shares of Series A Preferred Stock have no redemption rights. Preemptive Rights Holders of shares of Series A Preferred Stock are not entitled to any preemptive rights in respect to any securities of the Company, except as set forth in the Certificate of Designation or any other document agreed to by us. Voting Rights Each holder of a share of Series A Preferred Stock has a number of votes as is determined by multiplying (i) the number of shares of Series A Preferred Stock held by such holder, and (ii) 100. The holders of Series A Preferred Stock vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the common stockholders of the Company, except to the extent that voting as a separate class or series is required by law. Protective Provisions Without first obtaining the affirmative approval of a majority of the holders of the shares of Series A Preferred Stock, we may not directly or indirectly (i) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock; (ii) effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock, but excluding a stock split or reverse stock split or combination of the common stock or preferred stock; (iii) effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series A Preferred Stock; or (iii) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation; provided, however, that we may, without any vote of the holders of shares of the Series A Preferred Stock, make technical, corrective, administrative or similar changes to the Certificate of Designation that do not, individually or in the aggregate, materially adversely affect the rights or preferences of the holders of shares of the Series A Preferred Stock. |
20. Share-based compensation
20. Share-based compensation | 12 Months Ended |
Dec. 29, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation | Note 20: Share-based compensation We recognized share-based compensation expense of $656 and $272 for the 52 weeks ended December 29, 2018, and December 30, 2017, respectively. There is estimated future share-based compensation expense as of December 29, 2018 of $20 per month for a total of $265. |
21. Shareholders' Equity
21. Shareholders' Equity | 12 Months Ended |
Dec. 29, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 21: Shareholders’ Equity Common Stock Stock options No options were issued in fiscal year 2018 and 2017. Additional information relating to all outstanding options is as follows (in thousands, except per share data): Options Weighted Average Exercise Aggregate Intrinsic Weighted Average Remaining Contractual Outstanding Price Value Life Balance December 31, 2016 710 $ 2.62 $ – 4.66 Granted – Exercised – Cancelled/expired (83 ) 3.04 Forfeited – Balance at December 30, 2017 627 $ 2.56 $ – 4.22 Granted – Exercised – Cancelled/expired (122 ) 3.98 Forfeited – Balance at December 29, 2018 505 $ 2.21 $ – 3.84 The weighted average fair value per option of options granted during fiscal year 2016 was $1.12. We recognized share-based compensation expense related to option grants of $0 and $32 for fiscal years 2018 and 2017, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $0.51 on December 29, 2018, which theoretically could have been received by the option holders had all option holders exercised their options as of that date. As of December 29, 2018, December 30, 2017 and December 31, 2016, there were no in-the-money options exercisable. Based on the value of options outstanding as of December 29, 2018, we do not estimate any future share-based compensation expense for existing options issued. This estimate does not include any expense for additional options that may be granted and vest in subsequent years. Warrants: contains a blocker provision under which EEI does not have the right to exercise this warrant to the extent that such exercise would result in beneficial ownership by EEI, together with any of EEI’s affiliates, of more than 4.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this warrant (the “Beneficial Ownership Limitation”). EEI is entitled to, among other things, upon notice to us, increase the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this warrant, with such increase to take effect 61 days after such notice is delivered to us. EEI elected to increase the Beneficial Ownership Limitation to 9.99% and we elected to waive the 61-day notice period. As of December 29, 2018, and December 30, 2017, we had fully vested warrants outstanding to purchase 24 shares of common stock at a price of $3.55 per share and expire in May 2020 and 167 shares of common stock at a price of $0.68 per share. Preferred Stock |
22. Earnings per Share
22. Earnings per Share | 12 Months Ended |
Dec. 29, 2018 | |
Earnings (loss) per share: | |
Earnings per Share | Note 22: Earnings per share Net earnings 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 earnings per share: For the Fifty Two Weeks Ended December 29, 2018 December 30, 2017 Basic Net income (loss) from continuing operations $ (5,608 ) $ 5,893 Net income from discontinued operations, net of tax – (5,775 ) Net income (loss) $ (5,608 ) $ 118 Basic earnings (loss) per share: Basic earnings (loss) per share from continued operations $ (0.75 ) $ 0.88 Basic earnings per share - discontinued operations, net of tax – (0.86 ) Basic earnings (loss) per share $ (0.75 ) $ 0.02 Weighted average common shares outstanding 7,475 6,708 Diluted Diluted earnings (loss) per share: Diluted earnings (loss) per share from continued operations $ (0.75 ) $ 0.87 Diluted earnings per share - discontinued operations, net of tax – (0.85 ) Diluted earnings (loss) per share $ (0.75 ) $ 0.02 Weighted average common shares outstanding 7,475 6,708 Add: Series A Convertible Preferred Stock – – Add: Common Stock Warrants – 50 Assumed diluted weighted average common shares outstanding 7,475 6,758 Potentially dilutive securities were excluded from the calculation of diluted net income per share for years ended December 29, 2018 and December 30, 2017. The weighted average number of dilutive securities excluded were 651 and 651, respectively for each fiscal year, because the effects were anti-dilutive based on the application of the treasury stock method. Series A preferred shares issued and outstanding are excluded from dilutive securities until the conditions for conversion have been satisfied. See Note 19. |
23. Major Customers and Supplie
23. Major Customers and Suppliers | 12 Months Ended |
Dec. 29, 2018 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Suppliers | Note 23: Major customers and suppliers For the fiscal year ended December 29, 2018, one customer represented 10% or more of our total revenues for a combined total of 19%. For the fiscal year ended December 30, 2017, no customer represented more than 10% of our total revenues. As of December 29, 2018, three customers each represented 10% or more of our total trade receivables for a combined total of 38%. As of December 30, 2017, two customers, each represented more than 10% of our total trade receivables, for a total of 41% of our total trade receivables. During the fiscal years ended December 29, 2018 and December 30, 2017, we purchased appliances for resale from three 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. |
24. Defined Contribution Plan
24. Defined Contribution Plan | 12 Months Ended |
Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 24: 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 $40 and $90 for fiscal years 2018 and 2017, respectively. |
25. Segment Information
25. Segment Information | 12 Months Ended |
Dec. 29, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 25: Segment information We operate within targeted markets through two reportable segments for continuing operations: recycling and technology. The recycling segment includes all fees charged and costs incurred for collecting, recycling and installing appliances for utilities and other customers. The recycling segment also includes byproduct revenue, which is primarily generated through the recycling of appliances and includes all revenues from AAP up until the date of deconsolidation August 15, 2017. The nature of products, services and customers for both segments varies significantly. As such, the segments are managed separately. Our Chief Executive Officer has been identified as the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and allocates resources based on sales and income from operations of each segment. Income (loss) from operations represents revenues less cost of revenues and operating expenses, including certain allocated selling, general and administrative costs. There are no intersegment sales or transfers. Our retail segment comprised of ApplianceSmart was sold on December 29, 2018, see Note 7. The following tables present our segment information for continuing operations for fiscal years 2018 and 2017: Fifty Two Weeks Ended December 29, 2018 December 30, 2017 Revenues Recycling $ 36,794 $ 41,544 Technology – – Total Revenues $ 36,794 $ 41,544 Gross profit Recycling $ 11,053 $ 13,145 Technology – – Total Gross profit $ 11,053 $ 13,145 Operating income (loss) Recycling $ (1,051 ) $ 1,300 Technology (5,046 ) (1,531 ) Total Operating income (loss) $ (6,097 ) $ (231 ) Depreciation and amortization Recycling $ 268 $ 750 Technology 3,730 1,397 Total Depreciation and amortization $ 3,998 $ 2,147 Interest expense Recycling $ 668 $ 894 Technology – – Total Interest expense $ 668 $ 894 Net income (loss) before provision for income taxes Recycling $ (1,289 ) $ 5,598 Technology (5,046 ) (1,531 ) Total Net income (loss) before provision for income taxes $ (6,335 ) $ 4,067 As of As of December 29, December 30, 2018 2017 Assets Recycling $ 13,566 $ 21,745 Technology 21,055 25,146 Total Assets $ 34,621 $ 46,891 Intangible Assets Recycling $ 19 $ 19 Technology 20,969 24,699 Total Intangible Assets $ 20,988 $ 24,718 Certain items have been reclassified from prior year for presentation with no effect to net income. |
26. Related parties
26. Related parties | 12 Months Ended |
Dec. 29, 2018 | |
Related Party Transactions [Abstract] | |
Related Party | Note 26: 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 and managing member of Isaac Capital Group LLC, a 15% shareholder of the Company. Tony Isaac, Chief Executive Officer, Virland Johnson, Chief Financial Officer, Richard Butler, Board of Directors member, and Dennis Gao, Board of Directors member of the Company, are Board of Directors member, Chief Financial Officer, Board of Directors member, and Board of Directors members of, respectively, Live Ventures Incorporated. The Company also shares certain executive and legal services with Live Ventures Incorporated. The total services shared were $211 and $30 for fiscal years ending December 29, 2018 and December 30, 2017, respectively. Customer Connexx rents approximately 9,879 square feet of office space from Live Ventures Incorporated at its Las Vegas, NV office. The total rent and common area expense were $174 and $213 for fiscal years ending December 29, 2018 and December 30, 2017, respectively. On December 30, 2017, ApplianceSmart Holdings LLC (the “Purchaser”), a wholly owned subsidiary of Live Ventures Incorporated, entered into a Stock Purchase Agreement (the “Agreement”) with the Company and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Company. ApplianceSmart is a chain specializing in new and out-of-the-box appliances. 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”). Effective April 1, 2018, the Purchaser issued the Company a promissory note (the “ApplianceSmart Note”) with a three-year term in the original principal amount of $3,919,494 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 ARCA 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 $1,200,000 payable within 15days of the agreement. In connection with the sale to the Purchaser, ApplianceSmart Inc. incurred $270 of transition fee expense for fiscal year 2018. In the Company’s definitive proxy statement on Schedule 14A filed with the SEC on September 18, 2018 (the “Proxy Statement”), under the caption “Transactions with Related Parties” the Company disclosed that Tony Isaac, the Company’s Chief Executive Officer, was the sole stockholder and owner of Negotiart of America, Inc. (“Negotiart of America”), a company that provided consulting services to the Company. After the filing of the Proxy Statement, it was determined that this was an error and that the foregoing disclosure was incorrect and that Negotiart of America is a wholly-owned subsidiary of Negotiart, Inc., a Canadian corporation. Timothy Matula was granted 560,000 shares of common stock at a market price of $0.64 per share for services to be provided over the period of August 10, 2018 through February 9, 2020 on August 10, 2018. Timothy Matula was formerly a director of the Company. |
27. Going Concern
27. Going Concern | 12 Months Ended |
Dec. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 27: Going concern In September 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses. We reported an operating loss of $6,097 and a net loss of $5,608 in 2018. In addition, the Company has total current assets of $8,518 and total current liabilities $9,265 resulting in a net negative working capital of $747. The Company has available cash balances, cash generated from operating activities and funds available under the accounts receivable factoring program with 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 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 fee upon ultimate collection in cash of the invoice. The Company will be able to utilize the available funds under the accounts receivable factoring agreement to provide liquidity, 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 Item 1A. RISK FACTORS, management has addressed and evaluated the risk factors that could materially and adversely affect the entity’s business, financial condition and results of operations, cash flows and liquidity. The Company has determined the risk factors do not materially affect the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Based on the above, management has concluded that at December 28, 2018 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. |
28. Subsequent Event
28. Subsequent Event | 12 Months Ended |
Dec. 29, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 28: Subsequent events Sears Holdings Management Corp – Logistics Services On February 18, 2019, the Company informed Sears Holdings Management Corp – Logistics Services (“Sears”) that Sears may have overcharged ARCA Recycling $642 and that it planned on filing a proof of claim with the trustee in the Sears’ bankruptcy against Sears for the overcharged amount. The Company requested that Sears provide contractual written proof to the contrary supporting their claim for invoices submitted in excess of the contractually agreed upon amounts for transportation services. Sears provided transportation services to ARCA Recycling in fiscal years 2013 through 2018. ARCA Recycling has $559 recorded as outstanding and un-paid accounts payable as of December 30, 2018. The Company is of the opinion that Sears owes ARCA Recycling a net amount due of $83. The overcharged amount has not been corrected in the consolidated results of the Company through December 30, 2018. The Company is in the process of preparing to file such proof of claim. 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 $1,200,000 payable within 15 days of the agreement. |
2. Significant Accounting Pol_2
2. Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Appliance Recycling Centers of America, Inc. and our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. ARCA Recycling, Inc., a California corporation, is a wholly owned subsidiary that was formed in November 1991 to provide turnkey recycling services for electric utility energy efficiency programs. ARCA Canada Inc., a Canadian corporation, is a wholly owned subsidiary that was formed in September 2006 to provide turnkey recycling services for electric utility energy efficiency programs. Customer Connexx, LLC, a Nevada Corporation, is a wholly owned subsidiary that was formed in formed in October 2016 to provide call center services for electric utility programs. On August 15, 2017, ARCA sold its 50% interest in AAP and is no longer consolidating the results of AAP in its consolidated financial statements as of that date. AAP was a joint venture formed in October 2009 between ARCA and 4301 Operations, LLC (“4301”). ARCA and 4301 owned a 50% interest in AAP through August 15, 2017. The financial position and results of operations of AAP were consolidated in our financial statements through August 15, 2017, based on our conclusion that AAP was a variable interest entity due to our contribution in excess of 50% of the total equity, subordinated debt and other forms of financial support. See Note 6 – Sale and deconsolidation of variable interest entity AAP to these consolidated financial statements. On August 18, 2017, we acquired GeoTraq. GeoTraq is engaged in the development, design, and, ultimately, we expect, sale of cellular transceiver modules, also known as Mobile IoT modules. GeoTraq has created a dedicated Mobile IoT transceiver module that we believe can enable the design of extremely small, inexpensive products that can operate for years on a single charge, powered by standardly available batteries of diminutive size without the need of recharge. Accordingly, and utilizing Mobile IoT technology exclusively, we believe that GeoTraq will provide an exclusive, low-cost solution and service life that will enable new global markets for location-based services (“LBS”). As a result of this transaction, GeoTraq became a wholly-owned subsidiary and, therefore, the results of GeoTraq are included in our consolidated results as of August 18, 2017. On December 30, 2017, we sold our 100% interest in ApplianceSmart, Inc., a Minnesota corporation. ApplianceSmart, Inc. was formed through a corporate reorganization in July 2011 to hold our business of selling new major household appliances through a chain of Company-owned retail stores. Reincorporation in the State of Nevada On March 12, 2018, we changed our state of incorporation from the State of Minnesota to the State of Nevada (the “Reincorporation”) pursuant to a plan of conversion, dated March 12, 2018 (the “Plan of Conversion”). The Reincorporation was accomplished by the filing of (i) articles of conversion (the “Minnesota Articles of Conversion”) with the Secretary of State of the State of Minnesota and (ii) articles of conversion (the “Nevada Articles of Conversion”) and articles of incorporation (the “Nevada Articles of Incorporation”) with the Secretary of State of the State of Nevada. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Nevada Bylaws”). The Reincorporation was previously submitted to a vote of, and approved by, the Company’s stockholders at its 2017 Annual Meeting of Stockholders held on November 21, 2017 (the “Annual Meeting”). Upon the effectiveness of the Reincorporation: – the affairs of the Company ceased to be governed by the Minnesota Business Corporation Act, the Company’s existing Articles of Incorporation and the Company’s existing Bylaws, and the affairs of the Company became subject to the Nevada Revised Statutes, the Nevada Articles of Incorporation and the Nevada Bylaws; – each outstanding share of the Minnesota corporation’s common stock and Series A Preferred Stock converted into an outstanding share of the Nevada corporation’s common stock and Series A Preferred Stock, respectively; – each outstanding option to acquire shares of the Minnesota corporation’s common stock converted into an equivalent option to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of the Nevada corporation’s common stock; – each employee benefit, stock option or other similar plan of the Minnesota corporation continued to be an employee benefit, stock option or other similar plan of the Nevada corporation; and – each director and officer of the Minnesota corporation continued to hold his or her respective position with the Nevada corporation. Certain rights of the Company’s stockholders were also changed as a result of the Reincorporation, as described in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on October 25, 2017, under the section entitled “Proposal 3 – Approval of the Reincorporation of the Company from the State of Minnesota to the State of Nevada – Significant Differences Related to State Law”, which description is incorporated in its entirety herein by reference. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company. The Reincorporation changed the par value of the Company’s common shares from no par value to a par value of $.001 per common share. |
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 long-term debt at December 29, 2018 and December 30, 2017 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 $61 to be adequate to cover any exposure to loss as of December 29, 2018, and December 30, 2017, respectively. |
Inventories | Inventories Inventories, consisting primarily of appliances, are stated at the lower of cost, determined on a specific identification basis, or market. 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 obsolete inventory at December 29, 2018 and December 30, 2017. |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are three to thirty years, transportation equipment is three to fifteen years, machinery and equipment are five to ten years, furnishings and fixtures are three to five years and office and computer equipment are three to five years. Depreciation expense was $270 and $750 for the fiscal years ended December 29, 2018 and December 30, 2017, respectively. 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. We last performed intangible asset impairment testing as of December 29, 2018. Based on the testing, there was no impairment of intangibles as of December 29,2018. 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. Intangible amortization expense is $3,730 and $1,397 for the years ended December 29, 2018, and December 30, 2017, respectively. |
Revenue Recognition | Revenue Recognition We provide replacement appliances and provide appliance pickup and recycling services for consumers (“end users”) of public utilities, our customers. We receive as part of our de-manufacturing and recycling process revenue from scrap dealers for refrigerant, steel, plastic, glass, cooper and other residual items. We adopted 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, effective December 30, 2017. We adopted ASC 606 using the modified retrospective method. The results for the reporting period beginning after December 30, 2017, are presented in accordance with the new standard, although comparative information for the prior year has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. Adoption of the new standard did not have a significant impact on the current period revenues or on the prior year Consolidated Financial Statements. No transition adjustment was required to our retained earnings as of December 30, 2017. Under the new standard revenue is recognized as follows: 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 copper, steel, plastic 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. Technology Revenue We currently are not generating any Technology revenue. 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 obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts, meet the capitalization criteria, and as such, there are no material costs deferred and recognized as assets on the consolidated balance sheet at December 29, 2018. Practical Expedients and Exemptions: 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 - $32,459 and $36,351 for the 52 weeks ended December 29, 2018 and December 30, 2017, respectively. |
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 $1,101 and $1,667 for the years ended December 29, 2018 and December 30, 2017, 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 lease warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2022 with various renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for minimum and, in some cases percentage rent and require us to pay all insurance, taxes and other maintenance costs. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis over the lease term and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line basis as a reduction to rent expense over the lease term. We record the unamortized portion of tenant improvement allowances as a part of deferred rent. We do not have leases with capital improvement funding. |
Stock-based compensation | Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees, non-employees and Company executives and directors. 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 $250,000 per institution as of December 29, 2018. At times, balances may exceed federally insured limits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, Revenue from Contracts with Customers Subsequently, the FASB has issued the following standards related to ASU 2014-09 and ASU No. 2016-08: ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets In September 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The Company has adopted this guidance during its 2017 fiscal year and it did not have a significant impact on its consolidated results of operations, financial condition and cash flows. ASU 2016-02, Leases (Topic 842) ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ASU 2017-09, Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivative and Hedging (Topic 815). The standard is intended to simplify the accounting for certain financial instruments with down round features. This ASU changes the classification analysis of particular equity-linked financial instruments (e.g. warrants, embedded conversion features) allowing the down round feature to be disregarded when determining whether the instrument is to be indexed to an entity’s own stock. Because of this, the inclusion of a down round feature by itself exempts an instrument from having to be remeasured at fair value each earnings period. The standard requires that entities recognize the effect of the down round feature on EPS when it is triggered (i.e., when the exercise price is adjusted downward due to the down round feature) equivalent to the change in the fair value of the instrument instantly before and after the strike price is modified. An adjustment to diluted EPS calculation may be required. The standard does not change the accounting for liability-classified instruments that occurred due to a different feature or term other than a down round feature. Additionally, entities must disclose the presence of down round features in financial instruments they issue, when the down round feature triggers a strike price adjustment, and the amount of the adjustment necessary. ASU 2017-11 is effective for all fiscal years beginning after December 15, 2018. The Company decided to early adopt ASU 2017-11 and it did not have a significant impact on its consolidated results of operations, financial condition and cash flows. |
6. Sale and deconsolidation o_2
6. Sale and deconsolidation of variable interest entity (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Sale And Deconsolidation Of Variable Interest Entity - Aap | |
Assets and liabilities of VIE | The following table summarizes the assets and liabilities of AAP consolidated in our financial position as of August 1, 2017 (date of deconsolidation) and December 31, 2016: Assets August 15, 2017 December 31, 2016 Current assets $ 367 $ 438 Property and equipment, net 6,809 7,322 Other assets 93 83 Total assets $ 7,269 $ 7,843 Liabilities Accounts payable $ 2,661 $ 1,388 Accrued expenses 619 523 Current maturities of long-term debt obligations 729 3,558 Long-term debt obligations, net of current maturities 3,431 435 Other liabilities (a) – 1,126 Total liabilities $ 7,440 $ 7,030 (a) Other liabilities represent loans and advances between ARCA and AAP that are eliminated in consolidation. |
Operating results of VIE | The following table summarizes the operating results of AAP consolidated in our financial results for the 52 weeks ended December 30, 2017: 52 Weeks Ended December 30, 2017 (b) Revenues $ 1,433 Gross profit 24 Operating loss (848 ) Net loss (991 ) (b) Operating results for AAP were consolidated in the Company’s operating results from inception of AAP through August 15, 2017, the date of our 50% equity sale in AAP. We recorded a gain of $81 on the sale and deconsolidation of our 50% equity interest in AAP. Net Cash outflow arising from deconsolidation of AAP was $35. The Company received $800 in cash consideration for its 50% equity interest in AAP. |
7. Note receivable - sale of _2
7. Note receivable - sale of discontinued operations (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note receivable - sale of discontinued operations | FINANCIAL INFORMATION FOR DISCONTINUED OPERATIONS (In Thousands) 52 Weeks Ended December 30, 2017 Revenue $ 56,296 Cost of revenue 42,252 Gross profit 14,044 Selling, general and administrative expense 15,911 Operating loss - discontinued operations (1,867 ) Other income 862 Other expense (5 ) Net loss - discontinued operations before income tax benefit (1,010 ) Income tax benefit 270 Net loss - discontinued operations, net of tax $ (740 ) DISCONTINUED OPERATIONS (In Thousands) As of December 30, 2017 (date of sale) At December 30, 2017 Accounts Receivable $ 2,356 Inventories 8,836 Prepaid expenses 173 Total current assets held for sale 11,365 Buildings and improvements 2,073 Equipment 1,756 Accumulated depreciation (3,319 ) Restricted cash 1,298 Other assets 204 Total non-current assets held for sale 2,012 Total assets held for sale - discontinued operations $ 13,377 Purchase price 6,500 Loss of sale of assets held for sale (6,877 ) Income tax benefit 1,842 Net loss on sale of assets held for sale and discontinued operations, net of tax $ (5,035 ) |
8. Inventory (Tables)
8. Inventory (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories of continuing operations, consisting principally of appliances, are stated at the lower of cost, determined on a specific identification basis, or market and consist of the following as of December 29, 2018 and December 30, 2017: December 29, 2018 December 30, 2017 Appliances held for resale $ 801 $ 762 |
9. Prepaids and other current_2
9. Prepaids and other current assets (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaids and other current assets | Deposits and other assets of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Deposits $ 561 $ 411 Other 100 107 $ 661 $ 518 |
10. Property and Equipment (Tab
10. Property and Equipment (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment Table | Property and equipment of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: Useful Life (Years) December 29, 2018 December 30, 2017 Buildings and improvements 18-30 $ 67 $ 156 Equipment (including computer software) 3-15 6,049 5,908 Projects under construction 58 29 Property and equipment 6,174 6,093 Less accumulated depreciation and amortization (5,557 ) (5,555 ) Property and equipment, net $ 617 $ 538 |
11. Intangible assets (Tables)
11. Intangible assets (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Intangible assets GeoTraq, net $ 20,969 $ 24,699 Patent 19 19 $ 20,988 $ 24,718 |
12. Deposits and other assets (
12. Deposits and other assets (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of deposits and other assets | Deposits and other assets of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Deposits $ 561 $ 411 Other 100 107 $ 661 $ 518 |
13. Accrued liabilities (Tables
13. Accrued liabilities (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities of continuing operations as of December 29, 2018 and December 30, 2017 consist of the following: December 29, 2018 December 30, 2017 Compensation and benefits 567 1,061 Deferred revenue – 300 Accrued incentive and rebate checks 316 285 Accrued rent 16 77 Accrued interest – 115 Accrued payables – 129 Other 219 31 $ 1,118 $ 1,998 |
16. Income Taxes (Tables)
16. Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The benefit of income taxes for fiscal years 2018 and 2017 consisted of the following: For the fiscal years ended December 29, 2018 December 30, 2017 Current tax expense (benefit): Federal $ 8 $ – State 511 34 Foreign – – Current tax expense (benefit) $ 519 $ 34 Deferred tax expense - domestic (1,246 ) (3,475 ) Deferred tax expense - foreign – – Benefit of income taxes $ (727 ) $ (3,441 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of our benefit of income taxes with the federal statutory tax rate for fiscal years 2018 and 2017 is shown below: For the fiscal years ended December 29, 2018 December 30, 2017 Income tax expense at statutory rate $ (1,155 ) $ (995 ) Portion attributable to noncontrolling interest at statutory rate – – State tax expense, net of federal tax effect 771 (141 ) Permanent differences 28 55 Change in tax rates – (3,107 ) Change in valuation allowance (694 ) 590 Other 323 157 $ (727 ) $ (3,441 ) |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before benefit of income taxes and noncontrolling interest was derived from the following sources for fiscal years 2018 and 2017 as shown below: For the fiscal years ended December 29, 2018 December 30, 2017 United States $ (5,500 ) $ (2,835 ) Canada (835 ) (90 ) $ (6,335 ) $ (2,925 ) |
Schedule of Deferred Tax Assets and Liabilities | The components of net deferred tax assets (liabilities) as of December 29, 2018 and December 30, 2017, are as follows: December 29, 2018 December 30, 2017 Current deferred tax assets (liabilities): Allowance for bad debts $ 7 $ 16 Accrued expenses 998 1,107 Inventory – 80 Accrued compensation 39 23 Reserves – 4 Prepaid expenses (147 ) (125 ) 897 1,105 Less: valuation allowance – – Total current deferred tax assets (liabilities) 897 1,105 Long term deferred tax assets (liabilities): Net operating loss 292 1,217 Capital loss – – Tax credits 256 473 Share-based compensation 271 302 Intangibles (5,068 ) (6,615 ) Property and equipment (103 ) (72 ) Deferred rent 12 16 Unrealized losses (gains) 129 132 Section 481(a) adjustment – (44 ) Section 163(j) interest 172 11 (4,039 ) (4,580 ) Less: valuation allowance (407 ) (1,102 ) Total long term deferred tax assets (liabilities) (4,446 ) (5,682 ) Net deferred tax assets (liabilities) $ (3,549 ) $ (4,577 ) The deferred tax amounts have been classified in the accompanying consolidated balance sheets as follows: December 29, 2018 December 30, 2017 Non-current assets $ – $ – Non-current liabilities 3,549 4,577 $ 3,549 $ 4,577 |
17. Long term obligations (Tabl
17. Long term obligations (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, capital lease and other financing obligations | Long term debt, capital lease and other financing obligations as of December 29, 2018 and December 30, 2017, consist of the following: December 29, 2018 December 30, 2017 MidCap financial trust asset based revolving loan $ – $ 5,605 AFCO Finance 193 367 GE 8% loan agreement 482 482 EEI note – 103 Capital leases and other financing obligations – 30 Debt issuance costs MidCap, net – (442 ) Debt issuance costs EEI, net (419 ) (568 ) Total short term debt $ 256 $ 5,577 |
18. Commitments and Contingen_2
18. Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum future rental commitments under noncancelable operating leases | Future minimum annual rental commitments under noncancelable operating lease agreements as of December 29, 2018 are as follows: Fiscal year 2019 $ 789 Fiscal year 2020 459 Fiscal year 2021 129 Fiscal year 2022 98 Fiscal year 2023 58 $ 1,533 |
21. Shareholders' Equity (Table
21. Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of all outstanding options, activity | Options Weighted Average Exercise Aggregate Intrinsic Weighted Average Remaining Contractual Outstanding Price Value Life Balance December 31, 2016 710 $ 2.62 $ – 4.66 Granted – Exercised – Cancelled/expired (83 ) 3.04 Forfeited – Balance at December 30, 2017 627 $ 2.56 $ – 4.22 Granted – Exercised – Cancelled/expired (122 ) 3.98 Forfeited – Balance at December 29, 2018 505 $ 2.21 $ – 3.84 |
22. Earnings per Share (Tables)
22. Earnings per Share (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Earnings (loss) per share: | |
Earnings per Share | The following table presents the computation of basic and diluted net earnings per share: For the Fifty Two Weeks Ended December 29, 2018 December 30, 2017 Basic Net income (loss) from continuing operations $ (5,608 ) $ 5,893 Net income from discontinued operations, net of tax – (5,775 ) Net income (loss) $ (5,608 ) $ 118 Basic earnings (loss) per share: Basic earnings (loss) per share from continued operations $ (0.75 ) $ 0.88 Basic earnings per share - discontinued operations, net of tax – (0.86 ) Basic earnings (loss) per share $ (0.75 ) $ 0.02 Weighted average common shares outstanding 7,475 6,708 Diluted Diluted earnings (loss) per share: Diluted earnings (loss) per share from continued operations $ (0.75 ) $ 0.87 Diluted earnings per share - discontinued operations, net of tax – (0.85 ) Diluted earnings (loss) per share $ (0.75 ) $ 0.02 Weighted average common shares outstanding 7,475 6,708 Add: Series A Convertible Preferred Stock – – Add: Common Stock Warrants – 50 Assumed diluted weighted average common shares outstanding 7,475 6,758 |
25. Segment Information (Tables
25. Segment Information (Tables) | 12 Months Ended |
Dec. 29, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment information | The following tables present our segment information for continuing operations for fiscal years 2018 and 2017: Fifty Two Weeks Ended December 29, 2018 December 30, 2017 Revenues Recycling $ 36,794 $ 41,544 Technology – – Total Revenues $ 36,794 $ 41,544 Gross profit Recycling $ 11,053 $ 13,145 Technology – – Total Gross profit $ 11,053 $ 13,145 Operating income (loss) Recycling $ (1,051 ) $ 1,300 Technology (5,046 ) (1,531 ) Total Operating income (loss) $ (6,097 ) $ (231 ) Depreciation and amortization Recycling $ 268 $ 750 Technology 3,730 1,397 Total Depreciation and amortization $ 3,998 $ 2,147 Interest expense Recycling $ 668 $ 894 Technology – – Total Interest expense $ 668 $ 894 Net income (loss) before provision for income taxes Recycling $ (1,289 ) $ 5,598 Technology (5,046 ) (1,531 ) Total Net income (loss) before provision for income taxes $ (6,335 ) $ 4,067 As of As of December 29, December 30, 2018 2017 Assets Recycling $ 13,566 $ 21,745 Technology 21,055 25,146 Total Assets $ 34,621 $ 46,891 Intangible Assets Recycling $ 19 $ 19 Technology 20,969 24,699 Total Intangible Assets $ 20,988 $ 24,718 |
1. Background and Basis of Pr_2
1. Background and Basis of Presentation (Details Narrative) | 12 Months Ended | ||||
Dec. 29, 2018USD ($)W | Dec. 30, 2017USD ($)W | Sep. 28, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | |
Number of weeks reflected in operating results | W | 52 | 52 | |||
Undiscounted lease payments | $ | $ 5,500 | $ 7,000 | $ 5,300 | $ 5,900 | $ 6,400 |
ARCA Advanced Processing, LLC [Member] | |||||
Interest in a joint venture (as a percent) | 50.00% |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Allowance for doubtful accounts | $ 29 | $ 61 |
Depreciation and amortization | 268 | 270 |
Intangible amortization expense | 3,730 | 1,397 |
Advertising expense | 1,101 | 1,667 |
Revenue from contracts | $ 32,459 | $ 36,351 |
Domain name and marketing [Member] | ||
Estimated useful life of intangible assets | 3 to 20 years | |
Software [Member] | ||
Estimated useful life of intangible assets | 3 to 5 years | |
Customer Relationships [Member] | ||
Estimated useful life of intangible assets | 7 to 15 years | |
Technology intangibles [Member] | ||
Estimated useful life of intangible assets | 7 years |
5. Acquisition of GeoTraq, In_2
5. Acquisition of GeoTraq, Inc. (Details Narrative) - USD ($) shares in Thousands, $ in Thousands | 8 Months Ended | 12 Months Ended | |
Aug. 18, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | |
Stock issued, value | $ 0 | $ 12,322 | |
GeoTraq [Member] | |||
Cash paid for acquisition | $ 200 | ||
Promissory notes issued | 800 | ||
Stock issued, value | 14,963 | ||
Total consideration transferred | $ 26,097 | ||
Stock issued, Shares | 288,588 | ||
Offsetting deferred tax liability | $ 10,134 |
6. Sale and deconsolidation o_3
6. Sale and deconsolidation of variable Interest Entity - AAP (Details - Balance sheet of VIE) - ARCA Advanced Processing, LLC [Member] - USD ($) $ in Thousands | Aug. 15, 2017 | Dec. 31, 2016 |
Assets | ||
Current assets | $ 367 | $ 438 |
Property and equipment, net | 6,809 | 7,322 |
Other assets | 93 | 83 |
Total assets | 7,269 | 7,843 |
Liabilities | ||
Accounts payable | 2,661 | 1,388 |
Accrued expenses | 619 | 523 |
Current maturities of long-term debt obligations | 729 | 3,558 |
Long-term debt obligations, net of current maturities | 3,431 | 435 |
Other liabilities (a) | 1,126 | |
Total liabilities | $ 7,440 | $ 7,030 |
6. Sale and deconsolidation o_4
6. Sale and deconsolidation of variable interest entity - AAP (Details - AAP Operating Results) - ARCA Advanced Processing, LLC [Member] $ in Thousands | 12 Months Ended |
Dec. 30, 2017USD ($) | |
Operating results of AAP | |
Revenues | $ 1,433 |
Gross profit | 24 |
Operating loss | (848) |
Net loss | $ (991) |
6. Sale and deconsolidation o_5
6. Sale and deconsolidation of variable Interest Entity (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 30, 2017 | Dec. 29, 2018 | Dec. 30, 2017 | |
Sale And Deconsolidation Of Variable Interest Entity - Aap | |||
Gain on sale of deconsolidation | $ 81 | $ 0 | $ (81) |
Cash received from deconsolidation | 35 | ||
Cash received from sale of VIE | $ 800 |
7. Discontinued operations (Det
7. Discontinued operations (Details - Operations) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Net loss - discontinued operations, net of tax | $ 0 | $ (5,775) |
Discontinued Operations [Member] | ||
Revenue | 56,296 | |
Cost of revenue | 42,252 | |
Gross profit | 14,044 | |
Selling, general and administrative expense | 15,911 | |
Operating loss - discontinued operations | (1,867) | |
Other income | 862 | |
Other expense | (5) | |
Net loss - discontinued operations before income tax benefit | (1,010) | |
Income tax benefits | 270 | |
Net loss - discontinued operations, net of tax | $ (740) |
7. Discontinued operations (D_2
7. Discontinued operations (Details - Balance Sheet) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Income tax benefit | $ 519 | $ 34 |
Discontinued Operations [Member] | ||
Accounts Receivable | 2,356 | |
Inventories | 8,836 | |
Prepaid expenses | 173 | |
Total current assets held for sale | 11,365 | |
Buildings and improvements | 2,073 | |
Equipment | 1,756 | |
Accumulated depreciation | (3,319) | |
Restricted cash | 1,298 | |
Other assets | 204 | |
Total non-current assets held for sale | 2,012 | |
Total assets held for sale - discontinued operations | 13,377 | |
Purchase price | 6,500 | |
Loss of sale of assets held for sale | (6,877) | |
Income tax benefit | 1,842 | |
Net loss on sale of assets held for sale and discontinued operations, net of tax | $ (5,035) |
8. Inventories (Details)
8. Inventories (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Appliances held for resale | $ 801 | $ 762 |
9. Prepaids and other current_3
9. Prepaids and other current assets (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 271 | $ 443 |
Prepaid rent | 0 | 5 |
Prepaid consulting fees | 265 | 0 |
Prepaid other | 81 | 58 |
Prepaid Expense and Other Assets, Current | $ 617 | $ 506 |
10. Property and Equipment (Det
10. Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Property plant and equipment, gross | $ 6,174 | $ 6,093 |
Less accumulated depreciation and amortization | (5,557) | (5,555) |
Property plant and equipment, net | 617 | 538 |
Buildings and improvements [Member] | ||
Property plant and equipment, gross | $ 67 | 156 |
Estimated useful life | 18-30 years | |
Equipment (including computer software | ||
Property plant and equipment, gross | $ 6,049 | 5,908 |
Estimated useful life | 3-15 years | |
Projects under construction [Member] | ||
Property plant and equipment, gross | $ 58 | $ 29 |
10. Property and Equipment (D_2
10. Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 268 | $ 270 |
Sale of property and equipment | 54 | |
Gain on sale of property | $ 5 |
11. Intangible assets (Details)
11. Intangible assets (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Patent | $ 19 | $ 19 |
Intangible assets | 20,988 | 24,718 |
Intangible Asset, GeoTraq [Member] | ||
Intangible assets | $ 20,969 | $ 24,699 |
11. Intangible assets (Details
11. Intangible assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Amortization expense | $ 3,730 | $ 1,397 |
GeoTraq [Member] | ||
Intangible useful life | 7 years |
12. Deposits and other assets_2
12. Deposits and other assets (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Assets, Noncurrent [Abstract] | ||
Deposits | $ 561 | $ 411 |
Other | 100 | 107 |
Total other assets | $ 661 | $ 518 |
13. Accrued liabilities (Detail
13. Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 567 | $ 1,061 |
Deferred revenue | 0 | 300 |
Accrued incentive and rebate checks | 316 | 285 |
Accrued rent | 16 | 77 |
Accrued interest | 0 | 115 |
Accrued payables | 0 | 129 |
Other | 219 | 31 |
Accrued liabilities, current | $ 1,118 | $ 1,998 |
14. Line of credit - PNC Bank (
14. Line of credit - PNC Bank (Details Narrative) - PNC Bank National Association [Member] $ in Thousands | 12 Months Ended |
Dec. 29, 2018USD ($) | |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Amount of revolving line of credit | $ 15,000 |
Credit line maturity date | May 1, 2017 |
Minimum fixed charge coverage ratio | 1.1 to 1.0 |
Interest rate on the revolving line of credit | PNC Base Rate plus 1.75% to 3.25%, or 1-, 2- or 3-month PNC LIBOR Rate plus 2.75% to 4.25%, with the rate being dependent on our level of fixed charge coverage |
Letter of Credit [Member] | |
Line of Credit Facility [Line Items] | |
Letter of credit issued in favor of Whirlpool Corporation | $ 750 |
15. Notes payable - short term
15. Notes payable - short term (Details Narrative) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Notes Payable - Short Term | ||
Unsecured promissory notes | $ 800 | |
Debt stated interest rate | 1.29% | |
Note payable balance outstanding | $ 0 | $ 300 |
16. Income Taxes (Details - Cur
16. Income Taxes (Details - Current tax expense) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Provision for income taxes | ||
Federal | $ 8 | $ 0 |
State | 511 | 34 |
Foreign | 0 | 0 |
Current tax expense (benefit) | 519 | 34 |
Deferred tax expense - domestic | (1,246) | (3,475) |
Deferred tax expense - foreign | 0 | 0 |
Benefit of income taxes | $ (727) | $ (1,330) |
16. Income Taxes (Details - Inc
16. Income Taxes (Details - Income tax reconciliation) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Reconciliation of provision for income taxes with federal statutory rate | ||
Income tax expense at statutory rate | $ (1,155) | $ (995) |
Portion attributable to noncontrolling interest at statutory rate | 0 | 0 |
State tax expense, net of federal tax effect | 771 | (141) |
Permanent differences | 28 | 55 |
Change in valuation allowance | 0 | (3,107) |
Recognition of tax effect for the cumulative undistributed earnings from Canada | (694) | 590 |
Other | 323 | 157 |
Provision for income taxes at effective tax rate | $ (727) | $ (1,330) |
16. Income Taxes (Details - Geo
16. Income Taxes (Details - Geographic breakdown) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Income (loss) before income taxes and noncontrolling interest | ||
United States | $ (5,500) | $ (2,835) |
Canada | (835) | (90) |
Income (loss) before income taxes and noncontrolling interest | $ (6,335) | $ (2,925) |
16. Income Taxes (Details - Def
16. Income Taxes (Details - Deferred income taxes) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Components of net deferred tax assets (liabilities) | ||
Allowance for bad debts | $ 7 | $ 16 |
Accrued expenses | 998 | 1,107 |
Inventory | 0 | 80 |
Accrued compensation | 39 | 23 |
Reserves | 0 | 4 |
Prepaid expenses | (147) | (125) |
Deferred tax assets current, gross | 897 | 1,105 |
Less: valuation allowance | 0 | 0 |
Total current deferred tax assets (liabilities) | 897 | 1,105 |
Long term deferred tax assets (liabilities): | ||
Net operating loss | 292 | 1,217 |
Capital loss | 0 | 0 |
Tax credits | 256 | 473 |
Share-based compensation | 271 | 302 |
Intangibles | (5,068) | (6,615) |
Property and equipment | (103) | (72) |
Deferred rent | 12 | 16 |
Unrealized Currency Exchange | 129 | 132 |
Section 481(a) adjustment | 0 | (44) |
Section 163(j) interest | 172 | 11 |
Total deferred tax assets noncurrent | (4,039) | (4,580) |
Valuation allowance | (407) | (1,102) |
Total long term deferred tax assets (liabilities) | (4,446) | (5,682) |
Net deferred tax assets (liabilities) | $ (3,549) | $ (4,577) |
16. Income Taxes (Details - D_2
16. Income Taxes (Details - Deferred tax classification) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, noncurrent | $ 0 | $ 0 |
Deferred tax liabilties, noncurrent | 3,549 | 4,577 |
Net deferred tax liabilities | $ 3,549 | $ 4,577 |
16. Income Taxes (Details Narra
16. Income Taxes (Details Narrative) $ in Thousands | Dec. 29, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 1,200 |
17. Long term obligations (Deta
17. Long term obligations (Details) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Capital leases and other financing obligations | $ 0 | $ 30 |
Total debt and capital lease obligations | 256 | 5,577 |
MidCap financial trust asset based revolving loan [Member] | ||
Debt issuance costs, net | 0 | (442) |
Total debt and capital lease obligations | 0 | 5,605 |
AFCO Finance [Member] | ||
Total debt and capital lease obligations | 193 | 367 |
GE 8.00% notes [Member] | ||
Total debt and capital lease obligations | 482 | 482 |
EEI note [Member] | ||
Debt issuance costs, net | (419) | (568) |
Total debt and capital lease obligations | $ 0 | $ 103 |
17. Long term obligations (De_2
17. Long term obligations (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Debt and capital lease obligations | $ 256 | $ 5,577 |
Proceeds from line of credit | 5,605 | |
Repayments of line of credit | 0 | 10,333 |
Debt issuance costs | 546 | |
MidCap financial trust asset based revolving loan [Member] | ||
Debt and capital lease obligations | 0 | 5,605 |
MidCap Financial Trust [Member] | Term Loan [Member] | ||
Debt and capital lease obligations | $ 3,616 | |
Debt issuance date | May 10, 2017 | |
Debt interest rate description | one month LIBOR plus 4.50% | |
Weighted average interest rate | 8.29% | |
Debt maturity date | Aug. 18, 2018 | |
Maximum borrowing capacity | $ 12,000 | |
Available borrowing capacity under the Credit Agreement | 1,031 | |
Proceeds from line of credit | 62,845 | |
Repayments of line of credit | 57,240 | |
Debt issuance costs | 546 | |
Unamortized debt issuance costs | 442 | |
AFCO Credit Corp [Member] | Term Loan [Member] | ||
Debt and capital lease obligations | $ 193 | $ 367 |
Debt issuance date | Jul. 2, 2018 | Jun. 16, 2017 |
Debt face amount | $ 556 | $ 1,070 |
Debt interest rate description | 4.519%. | 3.567% |
Energy Efficiency Investments [Member] | Term Loan [Member] | ||
Debt and capital lease obligations | $ 0 | $ 103 |
Debt issuance date | Nov. 8, 2016 | |
Debt face amount | $ 7,732 | |
Debt issuance costs | 740 | |
Unamortized debt issuance costs | $ 419 | $ 568 |
18. Commitments and Contingen_3
18. Commitments and Contingencies (Details) $ in Thousands | Dec. 29, 2018USD ($) |
Minimum future payments operating leases | |
2019 | $ 789 |
2020 | 459 |
2021 | 129 |
2022 | 98 |
2023 | 58 |
Total | $ 1,533 |
18. Commitments and Contingen_4
18. Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense | $ 2,252 | $ 1,450 |
19. Series A Preferred Stock (D
19. Series A Preferred Stock (Details Narrative) - GeoTraq [Member] shares in Thousands, $ in Thousands | 8 Months Ended |
Aug. 18, 2017USD ($)shares | |
Cash paid for acquisition | $ 200 |
Promissory notes issued | $ 800 |
Stock issued | shares | 288,588 |
20. Share-based compensation (D
20. Share-based compensation (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based compensation expense | $ 656 | $ 272 |
21. Shareholders' Equity (Detai
21. Shareholders' Equity (Details - Option activity) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Jan. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance | 627 | 710 | |
Options granted | 0 | 0 | |
Options exercised | 0 | 0 | |
Options cancelled/expired | (122) | (83) | |
Options forfeited | 0 | 0 | |
Options outstanding, ending balance | 505 | 627 | |
Weighted Average Exercise Price | |||
Weighted average exercise price, beginning | $ 2.56 | $ 2.62 | |
Weighted average exercise price, expired | 3.98 | 3.04 | |
Weighted average exercise price, ending | $ 2.21 | $ 2.56 | |
Aggregate intrinsic value, options outstanding | $ 0 | $ 0 | $ 0 |
Weighted average remaining contractual life | 3 years 10 months 3 days | 4 years 2 months 19 days | 4 years 7 months 28 days |
21. Shareholders' Equity (Det_2
21. Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 29, 2018 | Dec. 30, 2017 | Dec. 31, 2016 | |
Common Stock, issued shares (in shares) | 8,472 | 6,875 | |
Common Stock, outstanding shares (in shares) | 8,472 | 6,875 | |
Options outstanding | 505 | 627 | 710 |
Weighted average fair value per option granted | $ 1.12 | ||
Share based compensation expense | $ 0 | $ 32 | |
Aggregate intrinsic value per share outstanding | $ 0.51 | ||
Warrants outstanding | 24 | 24 | |
Warrant exercise price | $ 3.55 | $ 3.55 | |
Warrant expiration date | May 31, 2020 | ||
Series A Preferred Stock [Member] | |||
Stock issued, Shares | 288,588 | ||
2016 Plan [Member] | |||
Options authorized for issuance | 2,000 | ||
Options outstanding | 20 | ||
2011 Plan [Member] | |||
Options outstanding | 485 | ||
Contractor [Member] | |||
Stock issued for services, shares | 1,390 | ||
Stock issued for services, value | $ 920 | ||
Energy Efficiency Investments [Member] | |||
Warrants issued | 167 | ||
Fair value of warrants issued | $ 106 |
22. Earnings per Share (Details
22. Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Basic | ||
Net income (loss) from continuing operations | $ (5,608) | $ 5,893 |
Net income from discontinued operations, net of tax | 0 | (5,775) |
Net income (loss) | $ (5,608) | $ 118 |
Basic income (loss) per share from continued operations | $ (0.75) | $ 0.88 |
Basic loss per share - discontinued operations, net of tax | 0 | (0.86) |
Basic earnings (loss) per share | $ (0.75) | $ 0.02 |
Weighted average common shares outstanding | 7,475 | 6,708 |
Diluted | ||
Diluted earnings (loss) per share from continued operations | $ (0.75) | $ 0.87 |
Diluted earnings per share - discontinued operations, net of tax | 0 | (0.85) |
Diluted income (loss) per share | $ (0.75) | $ 0.02 |
Weighted average common shares outstanding | 7,475 | 6,708 |
Add: Series A Convertible Preferred Stock | 0 | 0 |
Add: common stock warrants | 0 | 50 |
Assumed diluted weighted average common shares outstanding | 7,475 | 6,758 |
22. Earnings per Share (Detai_2
22. Earnings per Share (Details Narrative) - shares shares in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Earnings (loss) per share: | ||
Potentially dilutive shares excluded from earnings per share calculation | 651 | 651 |
23. Major Customers and Suppl_2
23. Major Customers and Suppliers (Details Narrative) | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Revenue [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.00% | |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 38.00% | |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 41.00% |
24. Benefit Contribution Plan (
24. Benefit Contribution Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent | 5.00% | |
Recognized expenses for contributions | $ 40 | $ 90 |
25. Segment Information (Detail
25. Segment Information (Details - Operations) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Revenues | $ 36,794 | $ 41,544 |
Gross profit | 11,053 | 13,145 |
Operating income (loss) | (6,097) | (231) |
Depreciation and amortization | 3,998 | 2,147 |
Interest expense | 668 | 894 |
Net income (loss) before provision for income taxes | (6,335) | (2,925) |
Recycling [Member] | ||
Revenues | 36,794 | 41,544 |
Gross profit | 11,053 | 13,145 |
Operating income (loss) | (1,051) | 1,300 |
Depreciation and amortization | 268 | 750 |
Interest expense | 668 | 894 |
Net income (loss) before provision for income taxes | (1,289) | 5,598 |
Technology [Member] | ||
Revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating income (loss) | (5,046) | (1,531) |
Depreciation and amortization | 3,730 | 1,397 |
Interest expense | 0 | 0 |
Net income (loss) before provision for income taxes | $ (5,046) | $ (1,531) |
25. Segment Information (Deta_2
25. Segment Information (Details - Balance Sheet) - USD ($) $ in Thousands | Dec. 29, 2018 | Dec. 30, 2017 |
Assets | $ 34,621 | $ 46,891 |
Intangible assets | 20,988 | 24,718 |
Recycling [Member] | ||
Assets | 13,566 | 21,745 |
Intangible assets | 19 | 19 |
Technology [Member] | ||
Assets | 21,055 | 25,146 |
Intangible assets | $ 20,969 | $ 24,699 |
26. Related Parties (Details Na
26. Related Parties (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Related Party Transactions [Abstract] | ||
Sublease rent | $ 211 | $ 30 |
Total rent and common area expense | 174 | $ 213 |
Transition services fee | $ 270 |
27. Going concern (Details Narr
27. Going concern (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2018 | Dec. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating loss | $ (6,097) | $ (231) |
Net loss | (5,608) | (378) |
Current assets | 8,518 | 21,117 |
Current liabilities | 9,265 | $ 15,762 |
Working capital | $ (747) |