Lendway (LDWY) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 27, 2024	Jun. 30, 2023
Cover [Abstract]
Entity Registrant Name	LENDWAY, INC.
Entity Central Index Key	0000875355
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		1,742,599
Entity Public Float			$ 4,692,000
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-13471
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	41-1656308
Entity Address Address Line 1	5000 West 36th Street
Entity Address Address Line 2	Suite 220
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55416
City Area Code	763
Icfr Auditor Attestation Flag	false
Auditor Name	Boulay PLLP
Auditor Location	Minneapolis, Minnesota
Auditor Firm Id	542
Local Phone Number	392-6200
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	LDWY
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 16,077,000	$ 14,439,000
Restricted cash	0	85,000
Receivable from escrow account	200,000	0
Income tax receivable	14,000	28,000
Prepaid expense	38,000	30,000
Other current assets related to discontinued operations	292,000	6,171,000
Total Current Assets	16,621,000	20,753,000
Other Assets:
Property and equipment, net	35,000	0
Operating lease right-of-use assets	7,000	0
Other, net	10,000	0
Non-current assets related to discontinued operations	0	215,000
Total Other Assets	52,000	215,000
Total Assets	16,673,000	20,968,000
Current Liabilities:
Accounts payable	32,000	138,000
Accrued liabilities:
Compensation	635,000	264,000
Other	168,000	306,000
Current portion of operating lease liabilities	4,000	0
Current liabilities related to discontinued operations	257,000	6,666,000
Total Current Liabilities	1,096,000	7,374,000
Long-Term Liabilities:
Accrued income taxes	42,000	53,000
Operating lease liabilities	3,000	0
Non-current liabilities related to discontinued operations	0	140,000
Total Long-Term Liabilities	45,000	193,000
Commitments and Contingencies	0	0
Stockholders Equity:
Common stock, par value $.01: Authorized shares - 5,714,000 Issued and outstanding shares - 1,743,000 and 1,797,000 at December 31, 2023 and 2022, respectively	17,000	18,000
Additional paid-in capital	16,176,000	16,458,000
Accumulated deficit	(661,000)	(3,075,000)
Total Stockholders Equity	15,532,000	13,401,000
Total Liabilities and Stockholders Equity	$ 16,673,000	$ 20,968,000

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	5,714,000	5,714,000
Common Stock, Shares Issued	1,743,000	1,797,000
Common Stock, Shares Outstanding	1,743,000	1,797,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Expenses:
Sales and marketing	$ 196,000	$ 0
General and administrative	3,323,000	2,442,000
Total Operating Expenses	3,519,000	2,442,000
Operating Loss	(3,519,000)	(2,442,000)
Interest income	518,000	154,000
Loss from continuing operations before income taxes	(3,001,000)	(2,288,000)
Income tax expense	20,000	6,000
Net loss from continuing operations	(3,021,000)	(2,294,000)
Income from discontinued operations, net of tax	2,474,000	12,340,000
Gain from sale of discontinued operations, net of tax	2,961,000	0
Net Income	$ 2,414,000	$ 10,046,000
Net income (loss) per basic and diluted share:
Continuing operations	$ (1.70)	$ (1.28)
Discontinued operations	3.06	6.89
Basic and diluted earnings per share	$ 1.36	$ 5.61
Shares used in calculation of net income (loss) per share:
Basic and diluted	1,781,000	1,791,000

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		1,782,000
Balance, amount at Dec. 31, 2021	$ 3,193,000	$ 18,000	$ 16,296,000	$ (13,121,000)
Issuance of common stock, net, shares		6,000
Issuance of common stock, net, amount	39,000	$ 0	39,000	0
Issuance of common stock upon vesting of restricted stock units, shares		9,000
Issuance of common stock upon vesting of restricted stock units, amount	0	$ 0	0	0
Value of stock-based compensation	123,000	0	123,000	0
Net income	10,046,000	$ 0	0	10,046,000
Balance, shares at Dec. 31, 2022		1,797,000
Balance, amount at Dec. 31, 2022	13,401,000	$ 18,000	16,458,000	(3,075,000)
Issuance of common stock, net, shares		24,000
Issuance of common stock, net, amount	155,000	$ 0	155,000	0
Issuance of common stock upon vesting of restricted stock units, shares		6,000
Issuance of common stock upon vesting of restricted stock units, amount	0	$ 0	0	0
Value of stock-based compensation	44,000	0	44,000	0
Net income	2,414,000	$ 0	0	2,414,000
Repurchase of common stock, shares		(84,000)
Repurchase of common stock, amount	(482,000)	$ (1,000)	(481,000)	0
Balance, shares at Dec. 31, 2023		1,743,000
Balance, amount at Dec. 31, 2023	$ 15,532,000	$ 17,000	$ 16,176,000	$ (661,000)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities:
Net income	$ 2,414,000	$ 10,046,000
Income from discontinued operations, net of tax	(2,474,000)	(12,340,000)
Gain from sale of discontinued operations, net of tax	(2,961,000)	0
Net loss from continuing operations	(3,021,000)	(2,294,000)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities of continuing operations:
Depreciation and amortization	7,000	0
Stock-based compensation expense	44,000	123,000
Changes in operating assets and liabilities:
Receivable from escrow account	(200,000)	0
Income tax receivable	14,000	(24,000)
Prepaid expenses and other	(8,000)	151,000
Accounts payable	(106,000)	52,000
Accrued liabilities	376,000	(187,000)
Accrued income taxes	(11,000)	(658,000)
Net cash used in operating activities of continuing operations	(2,905,000)	(2,837,000)
Net cash provided by operating activities of discontinued operations	3,423,000	13,500,000
Net cash provided by operating activities	518,000	10,663,000
Investing Activities:
Proceeds from sale of business	1,581,000	0
Purchase of other long-term assets	(10,000)	0
Purchases of property and equipment	(39,000)	0
Net cash provided by investing activities of continuing operations	1,532,000	0
Net cash used in investing activities of discontinued operations	(24,000)	(29,000)
Net cash provided by (used in) investing activities	1,508,000	(29,000)
Financing Activities:
Proceeds from issuance of common stock, net	9,000	39,000
Repurchase of common stock, net	(482,000)	0
Net cash (used in) provided by financing activities	(473,000)	39,000
Increase in cash, cash equivalents and restricted cash	1,553,000	10,673,000
Cash, cash equivalents and restricted cash at beginning of period	14,524,000	3,851,000
Cash, cash equivalents and restricted cash at end of period	16,077,000	14,524,000
Supplemental disclosures for cash flow information:
Cash paid during the period for income taxes	88,000	464,000
Non-cash investing and financing activity:
Operating lease right-of-use asset obtained in exchange for lease obligations	8,000	38,000
Purchase of property and equipment included in accrued liabilities	3,000	1,000
Common stock issued for settlement of accrued liabilities	$ 146,000	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies
Summary Of Significant Accounting Policies	1. Summary of Significant Accounting Policies Description of Business. The Company has evolved into a specialty agricultural and finance company with operational focus on its agricultural investments. In April 2023, the Company launched its lending business, through the hiring of a Senior Vice President of Lending with over 20 years of experience in credit and lending. The Company is seeking to build a scalable non-bank lending business (the “Lending Business”) to purchase existing loans or originate and fund new loans, all of which will be secured by collateral. As described further in Note 2, on August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages (the “In-Store Marketing Business”). The operations of the In-Store Marketing Business are presented as discontinued operations. All prior periods presented have been restated to present the In-Store Marketing Business as discontinued operations. As described further in Note 9, on February 22, 2024, the Company acquired majority ownership in Bloomia B.V. and its affiliated entities (“Bloomia”) for a price of $47.5 million financed with Company cash, a new credit facility and a note payable to the sellers. Bloomia produces fresh cut tulip stems. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores. Cash and Cash Equivalents December 31 2023 2021 Cash and cash equivalents $ 16,077,000 $ 14,439,000 Restricted cash - 85,000 Total cash, cash equivalents and restricted cash $ 16,077,000 $ 14,524,000 Restricted Cash. Fair Value of Financial Instruments . The hierarchy is divided into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the Company had no financial assets or liabilities measured at a fair value on a recurring basis. The Company records certain financial assets and liabilities at their carrying amounts that approximate fair value, based on their short-term nature. These financial assets and liabilities included cash and cash equivalents, other current assets related to discontinued operations, and accounts payable. Property and Equipment Office furniture and fixtures 1 – 3 years Computer equipment and software 3 – 5 years Leasehold improvements 12 – 18 months Leases. Impairment of Long-Lived Assets Restructuring. Income Taxes Stock-Based Compensation . The expected lives of the options and employee stock purchase plan rights are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at grant date. Volatility is based on historical and expected future volatility of the Company’s stock. The Company has not historically issued any dividends beyond one-time dividends declared in 2011 and 2016 and does not expect to in the future. Net Income (Loss) Per Share In determining diluted net income (loss) per share, whether net income from continuing operations is positive or negative controls whether dilutive shares are included in the determination. For all periods presented, net income from continuing operations is negative, a net loss. Accordingly, since including dilutive shares would dilute the loss from continuing operations, no dilutive shares are included in any of the per share calculations. Due to the net loss from continuing operations incurred during the year ended December 31, 2023 and 2022, all outstanding stock awards were considered anti-dilutive for those periods. Options to purchase approximately 1,000 shares of common stock with a weighted average exercise price of $15.54 were outstanding at December 31, 2023. Options to purchase approximately 53,000 shares of common stock with a weighted average exercise price of $11.69 were outstanding at December 31, 2022. Weighted average common shares outstanding for the years ended December 31, 2023 and 2022 were as follows: Year ended December 31 2023 2022 Denominator for basic net income (loss) per share - weighted average shares 1,781,000 1,791,000 Effect of dilutive securities: Stock options, restricted stock units and restricted stock awards - - Denominator for diluted net income (loss) per share - weighted average shares 1,781,000 1,791,000 Use of Estimates

Sale of In-Store Marketing Busi

Sale of In-Store Marketing Business and Presentation as Discontinued Operations	12 Months Ended
	Dec. 31, 2023
Sale of In-Store Marketing Business and Presentation as Discontinued Operations
Sale of In-Store Marketing Business and Presentation as Discontinued Operations	2. Sale of In-Store Marketing Business and Presentation as Discontinued Operations. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $3.5 million to TIMIBO LLC, an affiliate of Park Printing, Inc. (the “Buyer”), under an Asset Purchase Agreement (the “Purchase Agreement”). The Company retained accounts receivable, as well as cash, cash equivalents and marketable securities. The cash consideration for the sale was subject to a post-closing adjustment depending on the net balance of (i) cash received by the Company for programs that remained unexecuted as of August 3, 2023, minus (ii) the payments made by the Company to vendors for unexecuted programs. The final purchase adjustment for the net balance was to reduce the cash consideration by $1.5 million, with the Company retaining an equal amount of cash that had been received for unexecuted programs. Under the Purchase Agreement, $200,000 was escrowed for a twelve-month period for any future claims, as defined in the Purchase Agreement, by the Buyer against the Company. The gain on sale (before income taxes) of the In-Store Marketing Business was determined as follows: Gross sale price $ 3,500,000 Adjustments per Purchase Agreement (1,555,000 ) Adjusted Price 1,945,000 Liabilities assumed in excess of assets 1,308,000 Transaction costs not previously expensed (209,000 ) Gain on sale of In-Store Marketing Business $ 3,044,000 The Company incurred transaction-related severance and other separation benefits in connection with the termination of certain officers and employees of the discontinued operations of approximately $490,000, as well as retention award payouts totaling $343,000, of which $48,000 was included in continuing operations, and employee bonuses totaling $164,000, each of which was recorded as expense in the year ended December 31, 2023. The results of the In-Store Marketing Business have been presented as discontinued operations and the related assets and liabilities have been classified as related to discontinued operations, for all periods presented. The carrying amounts of major classes of assets and liabilities that were reclassified as related to discontinued operations on the Consolidated Balance Sheets were as follows: December 31, December 31, 2023 2022 Current Assets: Accounts receivable $ 292,000 $ 5,557,000 Inventories - 29,000 Prepaid production costs - 535,000 Other prepaid expense - 50,000 Current assets related to discontinued operations $ 292,000 $ 6,171,000 Other Assets: Property and equipment, net $ - $ 71,000 Operating lease right-of-use assets - 144,000 Non-current assets related to discontinued operations $ - $ 215,000 Current Liabilities: Accounts payable $ 7,000 $ 2,515,000 Sales tax 169,000 717,000 Accrued liabilities 81,000 1,003,000 Current portion of operating lease liabilities - 4,000 Deferred revenue - 2,427,000 Current liabilities related to discontinued operations $ 257,000 $ 6,666,000 Long-Term Liabilities: Operating lease liabilities $ - $ 140,000 Non-current liabilities related to discontinued operations $ - $ 140,000 Results of discontinued operations are summarized below: Years Ended December 31 2023 2022 Net services revenues $ 21,078,000 $ 18,800,000 Cost of services 16,087,000 15,499,000 Gross Profit 4,991,000 3,301,000 Operating Expenses: Selling 1,136,000 1,325,000 Marketing 805,000 1,050,000 General and administrative 679,000 878,000 Total Operating Expenses 2,620,000 3,253,000 Gain from litigation settlement, net - 12,000,000 Operating Income 2,371,000 12,048,000 Other income 91,000 68,000 Income from discontinued operations before income taxes 2,462,000 12,116,000 Income tax benefit (12,000 ) (224,000 ) Income from discontinued operations, net of tax $ 2,474,000 $ 12,340,000 Gain from sale of discontinued operations before income taxes $ 3,044,000 $ - Income tax expense 83,000 - Gain from sale of discontinued operations, net of tax $ 2,961,000 $ - In July 2019, the Company filed suit against News Corporation, News America Marketing FSI L.L.C., and News America Marketing In-Store Services L.L.C. (collectively, “News America”), alleging violations of federal and state antitrust and tort laws by News America. On July 1, 2022, the Company entered into a $20 million settlement agreement with News America. The agreement resulted in net proceeds before income tax of $12,000,000 for the Company, which was recorded as a gain on litigation settlement in the discontinued operations of the In-Store Marketing Business for the year ended December 31, 2022. The income tax benefit for 2022 included a decrease of approximately $678,000 in unrecognized tax benefits related to state exposure in the third quarter of 2022, which reduced accrued income taxes and increased the current tax benefit.

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases
Leases	3. Leases. The amounts included in “Other” below relate to an office lease that was terminated on September 30, 2023. The cost components in continuing operations of the Company’s operating leases were as follows: Year ended December 31, 2023 Year ended December 31, 2022 Corporate Headquarters Other Total Operating Leases - Other Operating lease cost $ 1,000 $ 4,000 $ 5,000 $ 14,000 Short-term lease costs 2,000 10,000 12,000 - Total $ 3,000 $ 14,000 $ 17,000 $ 14,000 Maturities of the Company’s lease liabilities for its corporate headquarters and its warehouse operating leases were as follows as of December 31, 2023: 2024 $ 5,000 2025 3,000 Total lease payments $ 8,000 Less: Interest (1,000 ) Present value of lease liabilities $ 7,000 The Company used its incremental borrowing rate of approximately 6.0% in determining the present value of the lease payments based on the information available at the lease commencement date. The remaining lease term as of December 31, 2023 for the Company’s corporate headquarters is 1.8 years. The cash outflow for operating leases including discontinued operations for the years ended December 31, 2023 and 2022 were $28,000 and $28,000, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	4. Commitments and Contingencies. Legal

Stockholders Equity

Stockholders Equity	12 Months Ended
	Dec. 31, 2023
Stockholders Equity
Shareholders' Equity	5. Stockholders’ Equity Stock-Based Compensation Stock-based compensation expense that was recognized in the continuing operations of the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022 was $39,000 and $91,000, respectively. Stock based compensation for discontinued operations for the years ended December 31, 2023 and 2022 was $5,000 and $32,000, respectively The Company uses the Black-Scholes option pricing model to estimate fair value of stock-based awards with the following weighted-average assumptions: 2023 2022 Employee Stock Purchase Plan: Expected life (years) 1.0 1.0 Expected volatility 95 % 169 % Dividend yield 0 % 0 % Risk-free interest rate 4.7 % 0.4 % The Company uses the graded attribution method to recognize expense for unvested stock-based awards. Forfeitures are recognized as incurred. Stock Options, Restricted Stock, Restricted Stock Units, and Other Stock-Based Compensation Awards Under the terms of the Plans, the Company may grant awards in a variety of instruments including stock options, restricted stock and restricted stock units to employees, consultants and directors generally at an exercise price at or above 100% of fair market value at the close of business on the date of grant. Stock options expire 10 years after the date of grant and generally vest over three years. The Company issues new shares of common stock upon grant of restricted stock, when stock options are exercised, and when restricted stock units are vested and/or settled. The following table summarizes activity under the Plans: Plan Shares Available for Grant Plan Options Outstanding Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at January 1, 2022 97,648 19,122 $ 13.23 Restricted stock units and awards granted (6,248 ) — Stock options exercised — (1,300 ) 8.26 $ 2,422 Cancelled or forfeited options 1,462 (3,736 ) 11.41 Balance at December 31, 2022 92,862 14,086 14.17 Cancelled or forfeited options 12,623 (12,623 ) 14.02 Balance at December 31, 2023 105,485 1,463 15.54 The following table summarizes information about the stock options outstanding at December 31, 2023: Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Exercise Price Per Share $ 15.54 1,463 0.39 years $ 15.54 1,463 $ 15.54 Options outstanding under the Plans expire in May 2024. Options outstanding at December 31, 2023 and 2022 had no intrinsic value. Options exercisable at December 31, 2022 had a weighted average remaining life of 4.44 years and no intrinsic value. During the year ended December 31, 2023 and 2022, no equity awards were issued by the Company except for the following awards to non-employee members of the Board of Directors. In August 2022, non-employee members of the Board of Directors received restricted stock grants totaling 6,248 shares. The shares underlying the awards were assigned a value of $9.60 per share, which was the closing price of the Company’s common stock on the date of grant, for a total grant date value of $60,000. The shares vested July 26, 2023. Restricted stock and restricted stock unit transactions during the years ended December 31, 2023 and 2022 are summarized as follows: As of December 31, 2023, there was no unrecognized compensation costs related to outstanding stock options or restricted stock. Number of Shares Weighted average grant date fair value Unvested shares at January 1, 2022 8,531 $ 10.01 Granted 6,248 9.60 Vested (8,910 ) 10.25 Unvested shares at December 31, 2022 5,869 $ 9.21 Granted — Vested (5,869 ) 7.66 Unvested shares at December 31, 2023 — — Employee Stock Purchase Plan. Dividends.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes
Income Taxes	6. Income Taxes Year Ended December 31 2023 2022 Current taxes - Federal $ - $ - Current taxes - State 20,000 6,000 Income tax expense $ 20,000 $ 6,000 The actual tax (expense) benefit attributable to income (loss) from continuing operations before taxes differs from the expected tax benefit (expense) computed by applying the U.S. federal corporate income tax rate of 21% as follows: Year Ended December 31 2023 2022 Federal statutory rate 21.0 % 21.0 % Stock-based awards (0.5 ) (0.7 ) State benefit 3.1 2.7 Valuation allowance (24.6 ) (24.6 ) Other 0.3 1.3 Effective federal income tax rate (0.7 )% (0.3 )% Components of resulting noncurrent deferred tax assets (liabilities) are as follows: As of December 31 2023 2022 Deferred tax assets Accrued expenses $ 117,000 $ 231,000 Inventory reserve - 23,000 Stock-based awards 9,000 24,000 Reserve for bad debts 2,000 26,000 Net operating loss and credit carryforwards 529,000 824,000 Other 2,000 23,000 Depreciation - 43,000 Valuation allowance (645,000 ) (1,175,000 ) Total deferred tax assets $ 14,000 $ 19,000 Deferred tax liabilities Depreciation $ (5,000 ) $ - Prepaid expenses (9,000 ) (19,000 ) Total deferred tax liabilities (14,000 ) (19,000 ) Net deferred income tax $ - $ - As of December 31, 2023, the Company had a Federal pre-tax net operating loss (NOL) to carry forward of approximately $1,607,000 and state pre-tax NOLs of approximately $2,914,000 to carry forward. The Federal NOLs can be carried forward indefinitely. The expiration of state NOLs carried forward varies by taxing jurisdiction. Future utilization of NOLs carried forward may be subject to certain limitations under Section 382 of the Internal Revenue Code. The Company evaluates all significant available positive and negative evidence, including the existence of losses in prior years and its forecast of future taxable income, in assessing the need for a valuation allowance. The underlying assumptions the Company uses in forecasting future taxable income require significant judgment and take into consideration the Company’s recent performance. The change in the valuation allowance for the years ended December 31, 2023 and 2022 was a decrease of $530,000 and $1,970,000, respectively. The valuation allowance decreases in 2023 and 2022 were primarily related to the utilization of the Company’s net operating losses carried forward against the Company’s taxable income. Such utilization was limited to 80% of the Company’s taxable income for the year. The Company has recorded a liability of $42,000 and $53,000 for uncertain tax positions taken on tax returns in previous years as of December 31, 2023 and 2022, respectively. This liability is reflected as accrued income taxes on the Company’s balance sheets. The Company files income tax returns in the United States and numerous state and local tax jurisdictions. Tax years 2020 and forward are open for examination and assessment by the Internal Revenue Service. With limited exceptions, tax years prior to 2020 are no longer open in major state and local tax jurisdictions. The Company has recorded a decrease of approximately $16,000 in unrecognized tax benefits related to state exposure in the third quarter of 2023, which reduced accrued income taxes and increased the current income tax benefit. The Company determined it was no longer more likely than not that the Company would realize the tax expense. A reconciliation of the beginning and ending amount of the liability for uncertain tax positions is as follows: Balance at January 1, 2022 $ 711,000 Decrease due to state tax expense (678,000 ) Increases due to interest and state tax 20,000 Balance at December 31, 2022 $ 53,000 Decrease due to state tax expense $ (16,000 ) Increases due to interest and state tax 5,000 Balance at December 31, 2023 $ 42,000

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2023
Employee Benefit Plans
Employee Benefit Plans	7. Employee Benefit Plans

Stock Repurchases

Stock Repurchases	12 Months Ended
	Dec. 31, 2023
Stock Repurchases
Stock Repurchase Plan	8. Stock Repurchases.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events
Subsequent Events	9. Subsequent Events Acquisition of Bloomia On February 22, 2024, the Company acquired majority ownership in Bloomia B.V. and its subsidiaries for a price of $47.5 million. The acquisition price was paid with $9.2 million of the Company’s cash, $22.8 million of proceeds from a new credit facility, and notes payable of $15.5 million to the sellers. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores. Lendway owns a significant majority and is the managing member of Tulp 24.1, LLC, which holds the Bloomia enitities. Bloomia’s continuing CEO owns the remaining approximately 18.6% of Tulp 24.1, LLC. The acquisition will be accounted for as a business combination using the acquisition method of accounting. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Due to the limited amount of time since the acquisition date and the complexity of Bloomia’s financial records prepated under Dutch GAAP, the preliminary acquisition valuation for the business combination is incomplete at this time. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for valuation of intangible assets and goodwill. The unaudited pro forma net sales of the combined entity for the twelve months ended December 31, 2023 are approximately $45 million. The unaudited pro forma net sales of the combined entity are based on historical net sales from continuing operations from Lendway and the net sales for Bloomia. The unaudited pro forma net sales values are not necessarily indicative of the results that would have been obtained if the acquisition had occurred as of the beginning of 2023 or that may be obtained in the future. Because the initial accounting for the business combination is incomplete at this time, the Company is unable to provide pro forma net earnings of the combined entity. Credit Agreement To finance the Bloomia acquisition, the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), together with Tulp 24.1 as the borrower. Under the terms of the Credit Agreement, the Company had an $18.0 million term loan funded. The Credit Agreement also contains a $6.0 million revolving credit facility, which may be used by the Company for general business purposes and working capital. Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%. In addition to paying interest on the outstanding principal under the Credit Agreement, Tulp 24.1 is required to pay a commitment fee of 0.50% on the unutilized commitments under the revolving credit facility. The term loans will be repaid in quarterly installments of $450,000, commencing on June 30, 2024. The remaining outstanding balance will be repaid in full after five years. The scheduled maturity of the revolving facility is February 20, 2029. The obligations under the Credit Agreement are secured by substantially all of the personal property assets of Tulp 24.1 and its subsidiaries. The Company provided an unsecured guaranty of the obligations of Tulp 24.1 under the Credit Agreement. Commencing with the fiscal quarter ending on March 31, 2024, the Credit Agreement will require Tulp 24.1 and its subsidiaries to maintain (a) a minimum fixed charge coverage ratio of not less than 1.25 to 1.00 and (b) a maximum senior cash flow leverage ratio of 3.0 to 1.0 until September 30, 2024, and stepping down to 2.00 to 1.00 on December 31, 2027, until the maturity date of the Credit Agreement. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets, make distributions or pay dividends to the Company, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions or grant liens on its assets, subject to certain limitations. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company. Notes Payable to Sellers As part of the financing of the Bloomia acquisition, Tulp 24.1 entered into notes payable with the sellers. Notes payable for $12.8 million have a term of five years, subject to requiring principal payments based on “excess cash flow” as defined. Interest is at 8% per annum in the first year and increase annually by 2 percentage points. Notes payable for $2.7 million have a term of nine calendar weeks after the closing date. Interest is at 8%.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies
Description of Business	Description of Business. The Company has evolved into a specialty agricultural and finance company with operational focus on its agricultural investments. In April 2023, the Company launched its lending business, through the hiring of a Senior Vice President of Lending with over 20 years of experience in credit and lending. The Company is seeking to build a scalable non-bank lending business (the “Lending Business”) to purchase existing loans or originate and fund new loans, all of which will be secured by collateral. As described further in Note 2, on August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages (the “In-Store Marketing Business”). The operations of the In-Store Marketing Business are presented as discontinued operations. All prior periods presented have been restated to present the In-Store Marketing Business as discontinued operations. As described further in Note 9, on February 22, 2024, the Company acquired majority ownership in Bloomia B.V. and its affiliated entities (“Bloomia”) for a price of $47.5 million financed with Company cash, a new credit facility and a note payable to the sellers. Bloomia produces fresh cut tulip stems. Bloomia purchases tulip bulbs, hydroponically grows tulips from the bulbs, and sells the stems to retail stores.
Cash and Cash Equivalents	Cash and Cash Equivalents December 31 2023 2021 Cash and cash equivalents $ 16,077,000 $ 14,439,000 Restricted cash - 85,000 Total cash, cash equivalents and restricted cash $ 16,077,000 $ 14,524,000
Restricted Cash	Restricted Cash.
Fair Value of Financial Instruments	Fair Value of Financial Instruments . The hierarchy is divided into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of December 31, 2023 and 2022, the Company had no financial assets or liabilities measured at a fair value on a recurring basis. The Company records certain financial assets and liabilities at their carrying amounts that approximate fair value, based on their short-term nature. These financial assets and liabilities included cash and cash equivalents, other current assets related to discontinued operations, and accounts payable.
Property and Equipment	Property and Equipment Office furniture and fixtures 1 – 3 years Computer equipment and software 3 – 5 years Leasehold improvements 12 – 18 months
Leases	Leases.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets
Restructuring	Restructuring.
Income Taxes	Income Taxes
Stock-Based Compensation	Stock-Based Compensation . The expected lives of the options and employee stock purchase plan rights are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at grant date. Volatility is based on historical and expected future volatility of the Company’s stock. The Company has not historically issued any dividends beyond one-time dividends declared in 2011 and 2016 and does not expect to in the future.
Net Income (Loss) Per Share	Net Income (Loss) Per Share In determining diluted net income (loss) per share, whether net income from continuing operations is positive or negative controls whether dilutive shares are included in the determination. For all periods presented, net income from continuing operations is negative, a net loss. Accordingly, since including dilutive shares would dilute the loss from continuing operations, no dilutive shares are included in any of the per share calculations. Due to the net loss from continuing operations incurred during the year ended December 31, 2023 and 2022, all outstanding stock awards were considered anti-dilutive for those periods. Options to purchase approximately 1,000 shares of common stock with a weighted average exercise price of $15.54 were outstanding at December 31, 2023. Options to purchase approximately 53,000 shares of common stock with a weighted average exercise price of $11.69 were outstanding at December 31, 2022. Weighted average common shares outstanding for the years ended December 31, 2023 and 2022 were as follows: Year ended December 31 2023 2022 Denominator for basic net income (loss) per share - weighted average shares 1,781,000 1,791,000 Effect of dilutive securities: Stock options, restricted stock units and restricted stock awards - - Denominator for diluted net income (loss) per share - weighted average shares 1,781,000 1,791,000
Use of Estimates	Use of Estimates

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies
Schedule of Cash And Cash Equivalents	December 31 2023 2021 Cash and cash equivalents $ 16,077,000 $ 14,439,000 Restricted cash - 85,000 Total cash, cash equivalents and restricted cash $ 16,077,000 $ 14,524,000
Summary of Estimmated useful lives of the assets	Office furniture and fixtures 1 – 3 years Computer equipment and software 3 – 5 years Leasehold improvements 12 – 18 months
Schdule of Weighted Average Common Shares Outstanding	Year ended December 31 2023 2022 Denominator for basic net income (loss) per share - weighted average shares 1,781,000 1,791,000 Effect of dilutive securities: Stock options, restricted stock units and restricted stock awards - - Denominator for diluted net income (loss) per share - weighted average shares 1,781,000 1,791,000

Sale of In-Store Marketing Bu_2

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2023
Sale of In-Store Marketing Business and Presentation as Discontinued Operations
Summary of gain on sale of buiness	Gross sale price $ 3,500,000 Adjustments per Purchase Agreement (1,555,000 ) Adjusted Price 1,945,000 Liabilities assumed in excess of assets 1,308,000 Transaction costs not previously expensed (209,000 ) Gain on sale of In-Store Marketing Business $ 3,044,000
Summary of balance sheet adjustments	December 31, December 31, 2023 2022 Current Assets: Accounts receivable $ 292,000 $ 5,557,000 Inventories - 29,000 Prepaid production costs - 535,000 Other prepaid expense - 50,000 Current assets related to discontinued operations $ 292,000 $ 6,171,000 Other Assets: Property and equipment, net $ - $ 71,000 Operating lease right-of-use assets - 144,000 Non-current assets related to discontinued operations $ - $ 215,000 Current Liabilities: Accounts payable $ 7,000 $ 2,515,000 Sales tax 169,000 717,000 Accrued liabilities 81,000 1,003,000 Current portion of operating lease liabilities - 4,000 Deferred revenue - 2,427,000 Current liabilities related to discontinued operations $ 257,000 $ 6,666,000 Long-Term Liabilities: Operating lease liabilities $ - $ 140,000 Non-current liabilities related to discontinued operations $ - $ 140,000
Summary of operations adjustments	Years Ended December 31 2023 2022 Net services revenues $ 21,078,000 $ 18,800,000 Cost of services 16,087,000 15,499,000 Gross Profit 4,991,000 3,301,000 Operating Expenses: Selling 1,136,000 1,325,000 Marketing 805,000 1,050,000 General and administrative 679,000 878,000 Total Operating Expenses 2,620,000 3,253,000 Gain from litigation settlement, net - 12,000,000 Operating Income 2,371,000 12,048,000 Other income 91,000 68,000 Income from discontinued operations before income taxes 2,462,000 12,116,000 Income tax benefit (12,000 ) (224,000 ) Income from discontinued operations, net of tax $ 2,474,000 $ 12,340,000 Gain from sale of discontinued operations before income taxes $ 3,044,000 $ - Income tax expense 83,000 - Gain from sale of discontinued operations, net of tax $ 2,961,000 $ -

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of Maturities of Lease Liabilities of operating leases	2024 $ 5,000 2025 3,000 Total lease payments $ 8,000 Less: Interest (1,000 ) Present value of lease liabilities $ 7,000
Schedule of Cost components in continuing operation of operating leases	Year ended December 31, 2023 Year ended December 31, 2022 Corporate Headquarters Other Total Operating Leases - Other Operating lease cost $ 1,000 $ 4,000 $ 5,000 $ 14,000 Short-term lease costs 2,000 10,000 12,000 - Total $ 3,000 $ 14,000 $ 17,000 $ 14,000

Stockholders Equity (Tables)

Stockholders Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Stockholders Equity
Schedule of Weighted average assumptions	2023 2022 Employee Stock Purchase Plan: Expected life (years) 1.0 1.0 Expected volatility 95 % 169 % Dividend yield 0 % 0 % Risk-free interest rate 4.7 % 0.4 %
Schedule of Stock option activity	Plan Shares Available for Grant Plan Options Outstanding Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at January 1, 2022 97,648 19,122 $ 13.23 Restricted stock units and awards granted (6,248 ) — Stock options exercised — (1,300 ) 8.26 $ 2,422 Cancelled or forfeited options 1,462 (3,736 ) 11.41 Balance at December 31, 2022 92,862 14,086 14.17 Cancelled or forfeited options 12,623 (12,623 ) 14.02 Balance at December 31, 2023 105,485 1,463 15.54
Schedule of Stock options outstanding	Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Number Exercisable Weighted Average Exercise Price Per Share $ 15.54 1,463 0.39 years $ 15.54 1,463 $ 15.54
Schedule of Restricted stock and restricted stock unit activity	Number of Shares Weighted average grant date fair value Unvested shares at January 1, 2022 8,531 $ 10.01 Granted 6,248 9.60 Vested (8,910 ) 10.25 Unvested shares at December 31, 2022 5,869 $ 9.21 Granted — Vested (5,869 ) 7.66 Unvested shares at December 31, 2023 — —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes
Income tax benefit	Year Ended December 31 2023 2022 Current taxes - Federal $ - $ - Current taxes - State 20,000 6,000 Income tax expense $ 20,000 $ 6,000
Reconciliation of effective federal income tax rate	Year Ended December 31 2023 2022 Federal statutory rate 21.0 % 21.0 % Stock-based awards (0.5 ) (0.7 ) State benefit 3.1 2.7 Valuation allowance (24.6 ) (24.6 ) Other 0.3 1.3 Effective federal income tax rate (0.7 )% (0.3 )%
Schedule of Deferred tax assets (liabilities)	As of December 31 2023 2022 Deferred tax assets Accrued expenses $ 117,000 $ 231,000 Inventory reserve - 23,000 Stock-based awards 9,000 24,000 Reserve for bad debts 2,000 26,000 Net operating loss and credit carryforwards 529,000 824,000 Other 2,000 23,000 Depreciation - 43,000 Valuation allowance (645,000 ) (1,175,000 ) Total deferred tax assets $ 14,000 $ 19,000 Deferred tax liabilities Depreciation $ (5,000 ) $ - Prepaid expenses (9,000 ) (19,000 ) Total deferred tax liabilities (14,000 ) (19,000 ) Net deferred income tax $ - $ -
Summary of Uncertain tax positions	Balance at January 1, 2022 $ 711,000 Decrease due to state tax expense (678,000 ) Increases due to interest and state tax 20,000 Balance at December 31, 2022 $ 53,000 Decrease due to state tax expense $ (16,000 ) Increases due to interest and state tax 5,000 Balance at December 31, 2023 $ 42,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 16,077,000	$ 14,439,000
Restricted cash	0	85,000
Total cash, cash equivalents and retricted cash	$ 16,077,000	$ 14,524,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Dec. 31, 2023
Minimum | Office Furniture and Fixtures
Estimated useful lives	1 year
Minimum | Computer Equipment and Software
Estimated useful lives	3 years
Minimum | Leasehold Improvements
Estimated useful lives	12 months
Maximum | Office Furniture and Fixtures
Estimated useful lives	3 years
Maximum | Computer Equipment and Software
Estimated useful lives	5 years
Maximum | Leasehold Improvements
Estimated useful lives	18 months

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details 2) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Denominator for basic net loss per share - weighted average shares	1,781,000	1,791,000
Denominator for diluted net loss per share - weighted average shares	1,781,000	1,791,000

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 22, 2024	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Weighted average exercise price		$ 15.54	$ 11.69
Acquisition of Bisiness	$ 47,500,000
Insured cash sweep account		$ 15,859,000	$ 14,227,000
Administrative Expense		926,000
Accured compensation		$ 305,000
Option to puchase shares of common stock		1,000	53,000

Sale of InStore Marketing Busin

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Sale of In-Store Marketing Business and Presentation as Discontinued Operations
Gross sale price	$ 3,500,000
Adjustments per Purchase Agreement	(1,555,000)
Adjusted Price	1,945,000
Liabilities assumed in excess of assets	1,308,000
Transaction cost not previously expensed	(209,000)
Gain on sale of in-store marketing business	$ 3,044,000

Sale of InStore Marketing Bus_2

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Sale of In-Store Marketing Business and Presentation as Discontinued Operations
Accounts receivable	$ 292,000	$ 5,557,000
Inventories	0	29,000
Prepaid production costs	0	535,000
Other prepaid expense	0	50,000
Current assets related to discountinued operation	292,000	6,171,000
Property and equipment, net	0	71,000
Operating lease right-of-use assets	0	144,000
Non-Current assets related to discontinued opration	0	215,000
Accounts payable	7,000	2,515,000
Sales tax	169,000	717,000
Accrued liabilities	81,000	1,003,000
Current portion of operating lease liabilities	0	4,000
Deferred revenue	0	2,427,000
Current liabilities related to discontinued operation	257,000	6,666,000
Operating lease liabilities	0	140,000
Total Long-Term Liabilities	$ 0	$ 140,000

Sale of InStore Marketing Bus_3

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Sale of In-Store Marketing Business and Presentation as Discontinued Operations
Net services revenues	$ 21,078,000	$ 18,800,000
Cost of services	16,087,000	15,499,000
Gross Profit	4,991,000	3,301,000
Selling	1,136,000	1,325,000
Marketing	805,000	1,050,000
General and administrative	679,000	878,000
Total Operating Expenses	2,620,000	3,253,000
Gain from litigation settlement, net	0	12,000,000
Operating Income	2,371,000	12,048,000
Other income	91,000	68,000
Income from discontinued operations before income taxes	2,462,000	12,116,000
Income tax benefit	(12,000)	(224,000)
Income from discontinued operations, net of tax	2,474,000	12,340,000
Gain from sale of discountinued operation before income taxs	3,044,000	0
Income tax expense	83,000	0
Gain from sale of discountinued operation, net of tax	$ 2,961,000	$ 0

Sale of InStore Marketing Bus_4

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Detail Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2023	Aug. 03, 2023	Jul. 01, 2022
Cash consideration			$ 1,500,000
Escrowed amount			200,000
Market price of business			$ 3,500,000
Addition in continuing operations and employee bonuses		$ 48,000
Employees bonuses		164,000
Retention payout		343,000
Other benefits		$ 490,000
Decrease in income ax benefit	$ 678,000
News America
Note payble				$ 20,000,000
Proceed from notes payble	$ 12,000,000

Leases (Details)

Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating lease cost	$ 5,000
Short-term lease cost	12,000
Total	17,000
Corporate Headquarters
Operating lease cost	1,000
Short-term lease cost	2,000
Total	3,000
Other
Operating lease cost	4,000	$ 14,000
Short-term lease cost	10,000	0
Total	$ 14,000	$ 14,000

Leases (Details 1)

Leases (Details 1)	Dec. 31, 2023 USD ($)
Leases
2024	$ 5,000
2025	3,000
Total lease payments	8,000
Less: interest	(1,000)
Present value of lease liabilities	$ 7,000

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Incremental borrowing rate	6%
Operating lease payment	$ 28,000	$ 28,000
Lease has monthly payments	$ 375
Corporate Headquarters
Remaining lease term	1 year 9 months 18 days

Stockholders Equity (Details)

Stockholders Equity (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders Equity
Expected life	1 year	1 year
Expected volatility	95%	169%
Dividend yield	0%	0%
Risk-free interest rate	4.70%	0.40%

Stockholders Equity (Details 1)

Stockholders Equity (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders Equity
Plan shares available for grant, begin	92,862	97,648
Granted		(6,248)
Stock options exercised, plan shares available for grant		0
Cancelled or forfeited	12,623	1,462
Plan shares available for grant, ending	105,485	92,862
Plan options outstanding, begin	14,086	19,122
Granted		0
Stock options exercised, plan options outstanding		(1,300)
Cancelled	$ (12,623)	$ (3,736)
Plan options outstanding, ending	1,463	14,086
Weighted average exercise price per share, begin	$ 14.17	$ 13.23
Stock options exercised, weighted average exercise per share		8.26
Cancelled or forfeited per share	14.02	11.41
Weighted average exercise price per share, ending	$ 15.54	$ 14.17
Stock options exercised, aggregate intrinsic value		$ 2,422

Stockholders Equity (Details 2)

Stockholders Equity (Details 2) - Exercise Price Range One	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Options outstanding | shares	1,463
Weighted average remaining contractual life outstanding	4 months 20 days
Weighted average exercise price per share outstanding	$ 15.54
Options exercisable | shares	1,463
Weighted average exercise price per share exercisable	$ 15.54
Ranges of exercise prices upper	$ 15.54

Stockholders Equity (Details 3)

Stockholders Equity (Details 3) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Stockholders Equity
Restricted stock and restricted stock units outstanding, beginning	5,869	8,531
Granted	0	6,248
Vested	(5,869)	(8,910)
Restricted stock and restricted stock units outstanding, ending	0	5,869
Weighted average grant date fair value outstanding, beginning	$ 9.21	$ 10.01
Granted	9.60	9.60
Vested	7.66	10.25
Weighted average grant date fair value outstanding, ending	$ 0	$ 9.21

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Aggregate intrinsic value of options outstanding		$ 0
Weighted average remaining life of options exercisable		4 years 5 months 8 days
Aggregate intrinsic value of options exercisable		$ 0
Stock-based compensation expense		39,000	$ 91,000
Stock based compensation for discontinued operations		$ 5,000	$ 32,000
Employee Stock [Member]
Employees purchased shares		338	1,153
Shares are reserved for future employee purchases		22,945
Stock-based compensation expense		$ 7,000	$ 32,000
Restricted Stock and Restricted Stock Units
Unrecognized compensation costs related to restricted stock units		$ 0
Restricted stock received by non employee members,Total grant value	$ 60,000
Restricted stock received by non employee members,Numbers	6,248
Restricted stock received by non employee members,per share value	$ 9.60

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Current taxes - Federal	$ 0	$ 0
Current taxes - State	20,000	6,000
Income tax expense (benefit)	$ 20,000	$ 6,000

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Federal statutory rate	21%	21%
Stock based awards	0.50%	0.70%
State taxes	(3.10%)	(2.70%)
Valuation allowance	24.60%	24.60%
Other	(0.30%)	(1.30%)
Effective federal income tax rate	(0.70%)	(0.30%)

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Accrued expenses	$ 117,000	$ 231,000
Inventory reserve	0	23,000
Stock-based awards	9,000	24,000
Reserve for bad debts	2,000	26,000
Net operating loss and credit carryforwards	529,000	824,000
Other	2,000	23,000
Depreciation	0	43,000
Valuation allowance	(645,000)	(1,175,000)
Total deferred tax assets	14,000	19,000
Deferred Tax Liabilities:
Depreciation	(5,000)	0
Prepaid expenses	(9,000)	(19,000)
Total deferred tax liabilities	(14,000)	(19,000)
Net deferred income tax liabilities	$ 0	$ 0

Income Taxes (Details 3)

Income Taxes (Details 3) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Liability for uncertain tax positions, beginning	$ 53,000	$ 711,000
Decrease due to state tax expense	(16,000)	(678,000)
Increases due to interest and state tax	5,000	20,000
Liability for uncertain tax positions, ending	$ 42,000	$ 53,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unrecognized tax benefits	$ 16,000
Change in the valuation allowance	530,000	$ 1,970,000
Liability for uncertain tax positions	$ 42,000	$ 53,000	$ 711,000	$ 677,000
Estimated taxable income	80%
Federal corporate income tax rate	21%	21%
State And Local Jurisdiction [Member]
Net operating loss to carry forward	$ 2,914,000
Domestic Country [Member]
Net operating loss to carry forward	$ 1,607,000

Employee Benefit Plans (Details

Employee Benefit Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Benefit Plans
Employee contribution percentage	50%
Matching employer contribution	$ 13,000	$ 8,000

Stock Repurchase Plan (Details

Stock Repurchase Plan (Details Narrative) - Stock Repurchase Plan - USD ($)	12 Months Ended
	Dec. 31, 2023	Aug. 28, 2023
Stock repurchesd during period, value	$ 482,000
Stock repurchesd during period, shares	84,028
Board of Directors
Repurchase limit		400,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 22, 2024	Dec. 31, 2023	Jun. 30, 2024
Acquisition of Bloomia B.V.
Pro forma net sales of combined entity		$ 45
Notes payable		$ 12.8
Interest rate per annum		8%
Notes payable, other		$ 2.7
Other notes payable, interest rate		8%
Remaining lease term		5 years
Acquisition of Bloomia B.V. | Subsequent Events
Acquisition of ownership	$ 47.5
Acquisition payment	9.2
Proceeds from new credit facility	22.8
Notes payable	$ 15.5
Ownership percentage	18.60%
Credit Agreement
Term loan funded amount		$ 18
Revolving credit facility, amount		$ 6
Borrowings under the Credit Agreement bear interest at a rate per annum		Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%. In addition to paying interest on the outstanding principal under the Credit Agreement, Tulp 24.1 is required to pay a commitment fee of 0.50% on the unutilized commitments under the revolving credit facility
Minimum fixed charge coverage ratio		minimum fixed charge coverage ratio of not less than 1.25 to 1.00
Maximum senior cash flow leverage ratio		maximum senior cash flow leverage ratio of 3.0 to 1.0 until September 30, 2024, and stepping down to 2.00 to 1.00 on December 31, 2027
Credit Agreement | Subsequent Events
Term loans quarterly installments			$ 450,000