Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | SCOTT’S LIQUID GOLD-INC. | ||
Entity Central Index Key | 0000088000 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 5,903,122 | ||
Entity Common Stock, Shares Outstanding | 12,797,423 | ||
Entity File Number | 001-13458 | ||
Entity Incorporation, State or Country Code | CO | ||
Entity Tax Identification Number | 84-0920811 | ||
Entity Address, Address Line One | 8400 E. Crescent Parkway | ||
Entity Address, Address Line Two | Suite 450 | ||
Entity Address, City or Town | Greenwood Village | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80111 | ||
City Area Code | (303) | ||
Local Phone Number | 373-4860 | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Title of 12(g) Security | Common Stock, $0.10 Par Value | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Plante & Moran, PLLC | ||
Auditor Location | Broomfield, Colorado | ||
Auditor Firm ID | 166 | ||
Documents Incorporated by Reference | Certain information required by Part III is incorporated by reference to the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders for fiscal year ended December 31, 2022 to be filed within 120 days after December 31, 2022 . |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 16,570 | $ 29,742 |
Cost of sales | 9,024 | 16,805 |
Impairment of inventories | 461 | 404 |
Total cost of sales | 9,485 | 17,209 |
Gross profit | 7,085 | 12,533 |
Operating expenses: | ||
Advertising | 641 | 639 |
Selling | 6,477 | 8,956 |
General and administrative | 2,786 | 4,611 |
Intangible asset amortization | 325 | 802 |
Impairment of goodwill and intangible assets | 5,172 | 4,050 |
Total operating expenses | 15,401 | 19,058 |
Loss from operations | (8,316) | (6,525) |
Interest expense | (534) | (341) |
Loss before income taxes and discontinued operations | (8,850) | (6,866) |
Income tax expense | (63) | (1,079) |
Loss from continuing operations | (8,913) | (7,945) |
Income (loss) from discontinued operations, net of taxes | 62 | (3,146) |
Net loss | $ (8,851) | $ (11,091) |
Basic net loss per common shares: | ||
Loss from continuing operations | $ (0.70) | $ (0.63) |
Income (loss) from discontinued operations | 0 | (0.25) |
Net loss | (0.70) | (0.88) |
Diluted net loss per common shares: | ||
Loss from continuing operations | (0.70) | (0.63) |
Income (loss) from discontinued operations | 0 | (0.25) |
Net loss | $ (0.70) | $ (0.88) |
Weighted average shares outstanding: | ||
Basic | 12,758 | 12,678 |
Diluted | 12,758 | 12,678 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 49 | $ 770 |
Restricted cash | 500 | |
Accounts receivable, net | 1,833 | 3,516 |
Inventories | 4,692 | 4,937 |
Income taxes receivable | 239 | 320 |
Prepaid expenses | 243 | 436 |
Total current assets | 7,056 | 10,479 |
Property and equipment, net | 1 | 7 |
Goodwill | 0 | 1,710 |
Intangible assets, net | 1,137 | 4,809 |
Operating lease right-of-use assets | 2,491 | 2,735 |
Other assets | 46 | 38 |
Assets of discontinued operations | 1,091 | |
Total assets | 10,731 | 20,869 |
Current liabilities: | ||
Accounts payable | 1,407 | 2,647 |
Accrued expenses | 311 | 747 |
Current portion of long-term debt, net of debt issuance costs | 3,384 | 1,000 |
Operating lease liabilities, current portion | 270 | 251 |
Total current liabilities | 5,372 | 4,645 |
Long-term debt, net of current portion and debt issuance costs | 1,876 | |
Operating lease liabilities, net of current | 2,512 | 2,780 |
Other liabilities | 27 | 27 |
Total liabilities | 7,911 | 9,328 |
Shareholders’ equity: | ||
Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding | ||
Common Stock; $0.10 par value, authorized 50,000 shares; issued and outstanding 12,797 shares (2022) and 12,727 shares (2021) | 1,280 | 1,273 |
Capital in excess of par | 7,912 | 7,789 |
(Accumulated deficit) retained earnings | (6,372) | 2,479 |
Total shareholders’ equity | 2,820 | 11,541 |
Total liabilities and shareholders’ equity | $ 10,731 | $ 20,869 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 12,797,000 | 12,727,000 |
Common stock, shares outstanding | 12,797,000 | 12,727,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Capital in Excess of Par | (Accumulated Deficit) Retained Earnings |
Beginning Balance, Value at Dec. 31, 2020 | $ 22,465 | $ 1,262 | $ 7,633 | $ 13,570 |
Beginning Balance, Shares at Dec. 31, 2020 | 12,618 | 12,618 | ||
Stock-based compensation, Value | $ (9) | (9) | ||
Stock options exercised, Value | 57 | $ 4 | 53 | |
Stock options exercised, Shares | 45 | |||
Restricted stock unit vesting | 119 | $ 7 | 112 | |
Restricted stock unit vesting, Shares | 64 | |||
Net loss | (11,091) | (11,091) | ||
Ending Balance, Value at Dec. 31, 2021 | $ 11,541 | $ 1,273 | 7,789 | 2,479 |
Ending Balance, Shares at Dec. 31, 2021 | 12,727 | 12,727 | ||
Stock-based compensation, Value | $ 89 | 89 | ||
Restricted stock unit vesting | 41 | $ 7 | 34 | |
Restricted stock unit vesting, Shares | 70 | |||
Net loss | (8,851) | (8,851) | ||
Ending Balance, Value at Dec. 31, 2022 | $ 2,820 | $ 1,280 | $ 7,912 | $ (6,372) |
Ending Balance, Shares at Dec. 31, 2022 | 12,797 | 12,797 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,851) | $ (11,091) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 622 | 1,820 |
Stock-based compensation | 130 | 110 |
Deferred income taxes | 784 | |
Loss on disposal of discontinued operations | 155 | 834 |
Impairment of inventories | 461 | 404 |
Impairment of goodwill and intangible assets | 5,172 | 6,294 |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,683 | 996 |
Inventories | 194 | (2,093) |
Prepaid expenses and other assets | 185 | 272 |
Income taxes receivable | 81 | 215 |
Accounts payable, accrued expenses, and other liabilities | (1,681) | 1,133 |
Total adjustments to net loss | 7,002 | 10,769 |
Net cash used in operating activities | (1,849) | (322) |
Cash flows from investing activities: | ||
Purchase of software | (142) | (469) |
Proceeds from sale of discontinued operations | 480 | 4,850 |
Net cash provided by investing activities | 338 | 4,381 |
Cash flows from financing activities: | ||
Proceeds from term loans | 2,000 | |
Repayments on term loans | (2,000) | (1,583) |
Proceeds from revolving credit facility | 25,816 | 40,677 |
Repayments of revolving credit facility | (23,526) | (43,885) |
Payments for debt issuance costs | (60) | |
Proceeds from exercise of stock options | 57 | |
Net cash provided by (used in) financing activities | 290 | (2,794) |
Net (decrease) increase in cash and restricted cash | (1,221) | 1,265 |
Cash and restricted cash, beginning of period | 1,270 | 5 |
Cash and restricted cash, end of period | 49 | 1,270 |
Supplemental disclosures: | ||
Cash paid during the period for interest | $ 316 | $ 561 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies (a) Company Background Scott’s Liquid Gold-Inc., a Colorado corporation, was incorporated on February 15, 1954. Scott’s Liquid Gold-Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our,” or “us”) develop, market, and sell quality household and health and beauty care products. Our business is comprised of two segments; household products and health and beauty care products. (b) Principles of Consolidation Our Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On December 15, 2022, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Prell ® product line. We have reflected the operations the Prell ® product line as discontinued operations for all periods presented, which was previously classified under our household products segment. See Note 3 for further information. On December 23, 2021, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Dryel ® product line. We have reflected the operations the Dryel ® product line as discontinued operations for all periods presented, which was previously classified under our household products segment. See Note 3 for further information. (c) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain previously reported financial information has been reclassified to conform to the current year’s presentation. (d) Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in our financial statements of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, the realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances, intangible asset useful lives and amortization method, fair value of assets acquired in business combinations, future cash flows associated with impairment testing of goodwill and other long-lived assets, and stock-based compensation. Actual results could differ from our estimates. (e) Cash and Restricted Cash Cash and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash $ 49 $ 770 Restricted Cash - 500 $ 49 $ 1,270 (f) Inventories Valuation Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We specifically identify impairment write downs for slow moving and obsolete products and raw materials based upon, among other things, an assessment of historical and anticipated sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted. During the years ended December 31, 2022 and 2021 respectively, we specifically identified slow moving and obsolete raw material and finished goods inventories, resulting in impairment charges that are reflected on the Consolidated Statements of Operations. (g) Property and Equipment Property and equipment are recorded at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to 20 years . Office furniture and office machines are estimated to have useful lives of 10 to 20 and three to five years , respectively. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the asset or provide improved efficiency are capitalized. (h) Leases Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Certain nonlease components, such as maintenance and other services provided by the lessor, are included in the valuation of the lease. Leases with an initial term of 12 months or less, which are not material to our financial statements, are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Lease agreements with lease and nonlease components are combined as a single lease component. (i) Intangible Assets and Goodwill Goodwill is subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired. Other intangible assets with finite lives, such as customer relationships, trade names, and formulas, are amortized over their estimated useful lives, generally ranging from 5 to 20 years . Amortization expense related to intangible assets is included in operating expenses on the Consolidated Statement of Operations. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. In the second quarter of 2022, our internal-use software was implemented for its intended use with an estimated useful life of five years. Amortization expense is recorded on a straight-line basis and is included in general and administrative expenses on the Consolidated Statements of Operations. (j) Financial Instruments Financial instruments which potentially subject us to concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain our cash balances in the form of bank demand deposits with financial institutions that we believe are creditworthy. We establish an allowance for doubtful accounts, which is generally not material to our financial statements, based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have no significant financial instruments with off-balance sheet risk of accounting loss, such as foreign exchange contracts, option contracts or other foreign currency hedging arrangements. The recorded amounts for cash and cash equivalents, receivables, other current assets, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these financial instruments. (k) Income Taxes Income taxes reflect the tax effects of transactions reported in the Consolidated Financial Statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is established when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the Consolidated Statements of Operations or accrued on the Consolidated Balance Sheets. On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In particular, under the CARES Act, NOLs arising in 2018, 2019, and 2020 taxable years may be carried back to each of the preceding five years to generate a refund. The tax impact of the carryback of 2020 and 2019 losses were recorded in the first quarter 2021 and 2020 income tax provisions, respectively. We elected to defer our portion of social security tax payments, and we paid this liability in the third quarter of 2021. (l) Revenue Recognition Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue contracts are identified when purchase orders are received and accepted from customers and represent a single performance obligation to sell our products to a customer. Net sales reflect the transaction prices for contracts, which include products shipped at selling list prices reduced by variable consideration. Variable consideration includes estimates for expected customer allowances, promotional programs for consumers, and sales returns. Based on our customer-by-customer history, our variable consideration estimates are generally accurate and subsequent adjustments are generally immaterial. Variable consideration is primarily comprised of customer allowances. Customer allowances primarily include reserves for trade promotions to support price features, displays, slotting fees, and other merchandising of our products to our customers. Promotional programs for consumers primarily include coupons, rebates, and certain other promotional programs, and do not represent a significant portion of variable consideration. The costs of customer allowances and promotional programs for consumers are estimated using either the expected value or most likely amount approach, depending on the nature of the allowance, using all reasonably available information, including our historical experience and current expectations. Customer allowances and promotional programs for consumers are reflected in the transaction price when sales are recorded. We may adjust our estimates based on actual results and consideration of other factors that cause allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted. Sales returns are generally not material to our financial statements, and do not comprise a significant portion of variable consideration. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce our revenue in that period. Sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted. Customer allowances for trade promotions and allowance for doubtful accounts at December 31 were as follows: 2022 2021 Trade promotions $ 361 $ 1,242 Allowance for doubtful accounts 59 14 $ 420 $ 1,256 (m) Advertising Costs We expense advertising costs as incurred. (n) Stock-Based Compensation We account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determine the estimated grant-date fair value of stock options with only service conditions using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. We recognize compensation costs ratably over the vesting period using the straight-line method, which approximates the service period. The Company issues restricted stock unit (“RSUs”) awards with restrictions that lapse upon the passage of time (service vesting) and satisfaction of market conditions targeted to our Company’s stock price. For those restricted stock unit awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both market and service conditions, the Company starts recognizing compensation cost over the requisite service period, with the effect of the market conditions reflected in the calculation of the award's fair value at grant date. The Company values awards with only service vesting requirements based on the grant date share price. The Company values awards with market and service conditions using a Monte Carlo simulation. The Company determines the requisite service period for awards with both market and service conditions based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the average number of shares that would be issued based on the highest 30-day average market price at the end during the reporting periods, if their effect is dilutive. If the condition is based on an average of market prices over some period of time, the corresponding average for the period is used. (o) Operating Costs and Expenses Classification Cost of sales includes costs associated with purchasing finished goods from contract manufacturers, labor, freight-in, quality control, repairs, maintenance, and other indirect costs. We classify freight-out as selling expenses. Other selling expenses consist primarily of costs for sales and sales support personnel, brokerage commissions and promotional costs. Freight-out costs included in selling expenses totaled $ 1,771 and $ 2,879 , for the years ended December 31, 2022 and 2021, respectively. General and administrative expenses consist primarily of wages and benefits associated with management and administrative support departments, business insurance costs, professional fees, office facility related expenses and other general support costs. On April 29, 2021, the Company announced that Mark E. Goldstein, the President and Chief Executive Officer of the Company and a member of the Board of Directors, retired effective as of April 26, 2021 . In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a Separation Agreement, Waiver and Release (the “Separation Agreement”), pursuant to which the Company will pay Mr. Goldstein $ 720 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. Severance costs of $ 805 were recognized in the second quarter of 2021 and are included in general and administrative expenses. Accrued severance costs are included in accrued expenses on the Consolidated Balance Sheets. (p) Recently Issued Accounting Standards In September 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact of this guidance on our financial statements. (q) Recently Adopted Accounting Standards In December 2022, the FASB issues ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferred of the Sunset Date of Topic 848”. This guidance defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2022-06 effective December 31, 2022 . The adoption did not have a material impact on our financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. Primarily due to a decline in net sales, disruption of our international sales to China, and increases in costs associated with the manufacture and distribution of our products, the Company used net cash in operating activities of $ 1,849 during the year ended December 31, 2022. In February 2023, the Company terminated its Loan and Security Agreement with UMB Bank, N.A. and repaid its revolving credit facility in full. The Company’s debt agreement with La Plata Capital, LLC matures on November 9, 2023 . See Note 7 - “Long-Term Debt and Line of Credit” in the Notes to Consolidated Financial Statements for further information. Management’s assessment of cash flow forecasts indicate that, absent any other action, the Company likely will require additional liquidity to continue its operations over the next 12 months. Management has implemented actions to reduce the Company’s operating expenses and has restructured debt facilities through the adjustments to the timing of required principal payments and covenant compliance periods. Management is considering additional various strategic actions including asset sales, obtaining additional debt or equity financing (potentially in conjunction with acquisitions), workforce reduction, deferring or eliminating certain capital expenditures, and further reduction of other operating expenses to ensure alignment with customer demand in order to address liquidity needs and pursue its business plan. The Company expects that these strategic actions will reduce expenses and outstanding debt balances and provide required liquidity for ongoing operations. However, given the impact of the economic downturn on the U.S., the Company may be unable to sell assets or access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. The Consolidated Financial Statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On December 15, 2022, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Prell ® product line. The total consideration paid to us was $ 150 , plus an amount equal to the value of the Prell ® inventory of $ 330 , subject to post-close adjustment. Additionally, the buyer will pay a royalty equal to 3 % of collections on net sales for four years after the closing date (the “Prell ® Royalty”). The Prell ® Royalty required recognition of a gain upon derecognition of the sale of assets under FASB ASC 610-20. Because the Prell ® Royalty is variable consideration and is contingent on the outcome of future events that are largely outside of the Company’s control, the variable consideration from the Prell ® Royalty has been fully constrained and no amount is included in the loss on the sale of discontinued operations. Consideration for the Prell ® Royalty will be recognized as received from the buyer. The constraint on the variable consideration will be reassessed at each subsequent reporting period. On December 23, 2021, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Dryel ® product line. The total consideration paid to us was $ 4,850 , plus an amount equal to the value of the Dryel ® inventory of $ 440 , subject to post-close adjustment. At closing, $ 500 of the total consideration is held in escrow for a twelve-month period following the closing date, and was released ratably in four installments in 2022. This consideration is reflected as Restricted Cash on the Consolidated Balance Sheets. A long-lived asset group should be classified as held for sale if all of the established criteria are met. The sales of Prell ® and Dryel ® did not meet these criteria during the years ended December 31, 2022, and 2021, respectively, because we had not established active programs to locate a buyer and because the brands were not being marketed for sale. All efforts between the buyers and the Company occurred during the fourth quarter of 2022 and 2021, respectively. As a result, there were no adjustments to fair value related to held for sale assets, and the difference between the consideration paid to us and the carrying amount of all assets is reflected in the loss on sale of discontinued operations. We have reflected the operations of the Prell ® and Dryel ® and product lines as discontinued operations. Our Consolidated Balance Sheets and Consolidated Statements of Operations report discontinued operations separate from continuing operations. Our Consolidated Statements of Equity and Statements of Cash Flows combine the results of continuing and discontinued operations. A summary of financial information related to our discontinued operations is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations in the Consolidated Statements of Operations for the years ended December 31: 2022 Prell ® Dryel ® Total Net sales $ 3,140 $ - $ 3,140 Cost of sales 2,006 - 2,006 Gross profit 1,134 - 1,134 Operating expenses: Selling 831 - 831 General and administrative 14 - 14 Intangible asset amortization 18 - 18 Income from discontinued operations, before tax 271 - 271 Interest expense ( 54 ) - ( 54 ) Loss on sale of discontinued operations ( 155 ) - ( 155 ) Income from discontinued operations, net of tax $ 62 $ - $ 62 2021 Prell ® Dryel ® Total Net sales $ 3,339 $ 2,827 $ 6,166 Cost of sales 2,277 1,482 3,759 Gross profit 1,062 1,345 2,407 Operating expenses: Selling 841 625 1,466 General and administrative - 34 34 Intangible asset amortization 309 492 801 Impairment of goodwill and intangible assets 2,244 - 2,244 Loss from discontinued operations, before tax ( 2,332 ) 194 ( 2,138 ) Interest expense ( 32 ) ( 398 ) ( 430 ) Income tax benefit 71 185 256 Loss on sale of discontinued operations - ( 834 ) ( 834 ) Loss from discontinued operations, net of tax $ ( 2,293 ) $ ( 853 ) $ ( 3,146 ) There were no capital expenditures or significant operating and investing noncash items related to discontinued operations during the years ended December 31, 2022 and 2021, respectively. Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Consolidated Balance Sheets as of December 31: 2022 2021 Assets Current assets: Inventories $ - $ 740 Intangible assets, net - 351 Total assets $ - $ 1,091 All assets and liabilities in the above table are related to the discontinued operations of Prell ® . There were no assets or liabilities related to Dryel ® as of December 31, 2022 or 2021, respectively. The following summarizes the carrying values of intangible assets, and the resulting loss on sale of discontinued operations associated with Prell ® at the date of disposition: Trade names $ 152 Formulas and batching processes 153 $ 305 Proceeds from sale of Prell ® 150 Loss on sale of discontinued operations $ ( 155 ) The following summarizes the carrying values of goodwill, intangible assets, and the resulting loss on sale of discontinued operations associated with Dryel ® at the date of disposition: Customer relationships $ 2,663 Trade names 1,064 Formulas and batching processes 488 Non-compete 12 Goodwill 1,457 $ 5,684 Proceeds from sale of Dryel ® 4,850 Loss on sale of discontinued operations $ ( 834 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventories Inventories, consisting of materials, labor and overhead at December 31 were comprised of the following: 2022 2021 Finished goods $ 4,568 $ 4,759 Raw materials 124 178 $ 4,692 $ 4,937 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment at December 31 were comprised of the following: 2022 2021 Office furniture and equipment $ 151 $ 151 Less accumulated depreciation ( 150 ) ( 144 ) $ 1 $ 7 Depreciation expense for the years ended December 31, 2022 and 2021 was $ 6 and $ 11 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets The changes in the carrying amount of goodwill by reporting unit for the fiscal years ended December 31, 2022 and 2021 were as follows: Detergent Shampoo All-Purpose Total Balance, January 1, 2022 $ - $ - $ 1,710 $ 1,710 Additions - - - - Impairment - - ( 1,710 ) ( 1,710 ) Balance, December 31, 2022 $ - $ - $ - $ - Balance, January 1, 2021 $ 593 $ 760 $ 1,710 $ 3,063 Additions - - - - Impairment ( 593 ) ( 760 ) - ( 1,353 ) Balance, December 31, 2021 $ - $ - $ 1,710 $ 1,710 Intangible assets consisted of the following: As of December 31, 2022 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets: Customer relationships $ - $ - $ - $ 2,103 $ 329 $ 1,774 Trade names 309 97 212 1,680 151 1,529 Formulas and batching processes 412 283 129 1,036 299 737 Internal-use software 898 105 793 756 - 756 Non-compete agreement 33 30 3 48 35 13 $ 1,652 $ 515 $ 1,137 $ 5,623 $ 814 $ 4,809 The change in the net carrying amounts of intangible assets during 2022 was primarily due to cash paid for our internal-use software, the impact of impairment charges related to intangible assets in our reporting units more fully described below, and amortization expense. Amortization expense for the years ended December 31, 2022 and 2021 was $ 325 and $ 802 , respectively. Estimated amortization expense for 2023 and subsequent years is as follows: 2023 $ 219 2024 219 2025 218 2026 217 2027 112 Thereafter 152 Total $ 1,137 During the second quarter of 2022, we experienced a significant decline in our stock price and market capitalization and revised internal forecasts relating to all reporting units due to inflationary related pressures at our customers which have caused sales decreases, which resulted in impairment charges to goodwill and certain intangible assets in our All-Purpose reporting unit. We made revisions to the internal forecasts relating to all reporting units during the fourth quarter of 2022 and 2021 due primarily to the sale of our Prell ® and Dryel ® brands as well as the impact of rising costs associated with the manufacture and distribution of our products. Through our annual assessments conducted on December 31, 2022 and 2021, respectively, we concluded that the changes in circumstances in these reporting units triggered the need for a quantitative review of the carrying values of goodwill and certain intangible assets and resulted in impairment charges to each of our Detergent, All-Purpose, and Shampoo reporting units. During the year ended December 31, 2022 and 2021, respectively, we incurred the impairment charges to the following reporting units: 2022 2021 Intangible Assets Goodwill Total Intangible Assets Goodwill Total All-Purpose $ 2,717 $ 1,710 $ 4,427 $ 1,084 $ 593 $ 1,677 Shampoo 194 - 194 1,483 760 2,243 Detergent 551 - 551 130 - 130 $ 3,462 $ 1,710 $ 5,172 $ 2,697 $ 1,353 $ 4,050 The Company used the income approach and market approach to determine the fair value of the reporting units that required significant judgments and estimates by management regarding several key inputs, including future cash flows consistent with management’s strategic plans, sales growth rates and the selection of royalty rate and a discount rate, among others. Estimating sales growth rates requires significant judgment by management in areas such as future economic conditions, category and industry growth rates, product pricing, consumer tastes and preferences and future expansion expectations. |
Long-Term Debt and Line-of-Cred
Long-Term Debt and Line-of-Credit | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Line-of-Credit | Note 7. Long-Term Debt and Line-of-Credit UMB Loan Agreement On July 1, 2020, we entered into a Loan and Security Agreement (as amended, the “UMB Loan Agreement”) with UMB Bank, N.A. (“UMB”). Under the UMB Loan Agreement we obtained a $ 3,000 term loan, with equal monthly payments fully amortized over three years , which was repaid in full in the second quarter of 2022, and a revolving credit facility, with a maximum commitment of $ 4,000 bearing interest at the one-month term SOFR rate + 6.83 % with a floor of 7.75 %. On January 23, 2023, we entered into the Consent and Seventh Amendment to Loan and Security Agreement, which consents to the sale of Scott's Liquid Gold ® Wood Care and Scott's Liquid Gold ® Floor Restore assets, updates defined terms and financial covenants under the UMB Agreement, and reduces the maximum commitment on the revolving credit facility to $ 500 , contingent on a further reduction to $ 250 if a tax refund is received from the Internal Revenue Service. The UMB Loan Agreement required compliance with affirmative, negative, and financial covenants, as determined on a monthly basis. The Company was in compliance with the UMB Loan Agreement covenants as of December 31, 2022. As of December 31, 2022, our UMB term loan and UMB revolving credit facility had an outstanding balance of $ 0 and $ 2,504 , respectively, with an all-in interest rate of 10.67 % and 11.19 % , respectively. UMB unamortized loan costs were $ 100 and $ 297 as of December 31, 2022 and 2021, respectively. The UMB Loan Agreement was terminated on February 27, 2023 and the revolving credit facility was paid in full on February 28, 2023. The loans were secured by all of the assets of the Company and all of its subsidiaries. La Plata Loan Agreement On November 9, 2021 , we entered into a loan and security agreement (the “La Plata Loan Agreement”) with La Plata Capital, LLC (“La Plata”). Under the La Plata Loan Agreement, we obtained a $ 2,000 term loan that bears interest at 14 % and a maturity date of November 9, 2023 . Interest-only payments are required on a monthly basis beginning in January 2022 and ending on December 31, 2022. Beginning on January 1, 2023, monthly principal payments of $ 30 are required in addition to accrued and unpaid interest. All remaining unpaid principal and interest are fully due on November 9, 2023. We repaid $ 1,000 of principal against the La Plata Loan Agreement during the first quarter of 2022. The La Plata Loan Agreement requires compliance with affirmative, negative, and financial covenants, as determined on a monthly basis. The La Plata Loan Agreement is secured by all of the assets of the Company and all of its subsidiaries, subordinate to the security of the UMB Loan Agreement. In conjunction with this agreement, we also entered into an intercreditor and subordination agreement with UMB and La Plata, effective November 9, 2021. On January 25, 2023, we entered into the First Amendment to La Plata Loan Agreement (the “First Amendment”). The First Amendment states interest-only payments are required on a monthly basis through March 31, 2023. The First Amendment revises the timing of principal and interest payments and provides updated financial covenants. On February 28, 2023, we entered into the Second Amendment to La Plata Loan Agreement (the “Second Amendment”). The Second Amendment provides an additional $ 250 through a promissory note with an interest rate of 15 % per annum. Interest-only payments are required on a monthly basis through June 30, 2023, with monthly principal payments of $ 30 beginning on July 1, 2023. The Second Amendment also revised the date as of which certain financial covenants would be required to June 30, 2023. The Company was in compliance with the La Plata Loan Agreement covenants as of December 31, 2022. As of December 31, 2022, our La Plata term loan had an outstanding balance of $ 1,000 . La Plata unamortized loan costs were $ 20 and $ 41 as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the total principal payments due on our outstanding debt were as follows: Revolving Credit Facility Term Loan Total 2023 $ 2,504 $ 1,000 $ 3,504 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 8. Leases We have entered into a lease for our corporate headquarters with a remaining lease term of 8 years. This lease includes both lease and non-lease components, which are accounted for as a single lease component as we have elected the practical expedient to combine these components for all leases. As the lease does not provide an implicit rate, we calculated the right-of-use assets and lease liabilities using our secured incremental borrowing rate at the lease commencement date. We currently do not have any finance leases outstanding. Information related to leases was as follows: 2022 2021 Operating lease information: Operating lease cost $ 400 $ 411 Operating cash flows from operating leases 400 411 Net assets obtained in exchange for new operating lease liabilities - - Weighted average remaining lease term in years 7.92 8.91 Weighted average discount rate 5.1 % 5.1 % Future minimum annual lease payments are as follows: 2023 $ 406 2024 413 2025 420 2026 427 2027 434 Thereafter 1,305 Total minimum lease payments $ 3,405 Less imputed interest ( 623 ) Total operating lease liability $ 2,782 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The provision for income tax attributable to continuing operations for the years ended December 31 is as follows: 2022 2021 Current provision: Federal $ 63 $ 39 State - - Total current provision 63 39 Deferred provision: Federal - 1,040 State - - Total deferred provision - 1,040 Provision: Federal 63 1,079 State - - Total provision $ 63 $ 1,079 The current tax provision related to discontinued operations for the years ended December 31, 2022 and 2021 was $ 58 and $ 0 , respectively. The deferred tax benefit related to discontinued operations for the years ended December 31, 2022 and 2021 was $( 45 ) and $( 256 ) , respectively. These amounts are combined with amounts related to continuing operations on the consolidated statements of cash flows. Income tax expense at the statutory tax rate is reconciled to the overall income tax expense for the years ended December 31 as follows: 2022 2021 Federal income tax at statutory rates $ ( 1,845 ) $ ( 1,442 ) State income taxes, net of federal tax effect ( 74 ) ( 132 ) Permanent differences - ( 6 ) Rate difference in NOL Carryback 57 11 Other 22 ( 55 ) Change in state tax rate 149 57 Change in valuation allowance 1,754 2,646 Provision for income taxes $ 63 $ 1,079 The effective tax rate for the years ended December 31, 2022 and 2021 was ( 0.7 %) and ( 10.9 %) respectively, which can differ from the statutory income tax rate due to various factors, including the establishment and change in a valuation allowance. During the year ended 2021, the Company established a valuation allowance on our deferred tax asset, which is reflected in income tax expense on the Consolidated Statements of Operations. The valuation allowance represents our determination that, more likely than not, we will be unable to realize the value of such assets at this time due to the uncertainty of future profitability. ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. The net deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following: 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,659 $ 531 Accounts receivable 20 30 Inventories 231 410 Accrued vacation and bonus 67 161 Intangibles and Goodwill 2,622 1,771 Operating lease liabilities 610 697 Other 231 168 Total deferred tax assets 5,440 3,768 Deferred tax liabilities: Operating lease right-of-use assets ( 546 ) ( 629 ) Prepaid expenses ( 22 ) ( 21 ) Total deferred tax liabilities ( 568 ) ( 650 ) Net deferred tax asset, before allowance 4,872 3,118 Valuation allowance ( 4,872 ) ( 3,118 ) Net deferred tax asset $ - $ - Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Expiration Years Net operating losses, state (After December 31, 2017) $ 2,452 Do not expire Tax credits, federal $ 8 2042 Accounting for uncertainty in income taxes is based on a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize in our Consolidated Financial Statements only those tax positions that are more-likely-than-not to be sustained as of the adoption date, based on the technical merits of the position. Each year we perform a comprehensive review of our material tax positions. A valuation allowance has been provided as there is uncertainty that the deferred tax assets will be realized. The valuation allowance as of December 31, 2022, primarily relates to net operating loss carryforwards, goodwill, and intangible assets. Our policy is to recognize interest and penalties related to uncertain tax benefits in income tax expense. As we had no uncertain tax benefits during 2022 and 2021 , we had no accrued interest or penalties related to uncertain tax positions in either year. We and our subsidiaries are subject to the following material taxing jurisdictions: United States and Colorado. The tax years that remain open to examination by the Internal Revenue Service are 2019 and years thereafter. The tax years that remain open to examination by the State of Colorado are 2018 and years thereafter. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 10. Shareholders’ Equity In 2015, we adopted, and shareholders approved, an equity incentive plan for our employees, officers and directors (the “2015 Plan”). On January 18, 2022, we granted 25 RSUs to an employee (the “2022 Individual Employee Grant”) with a grant date fair value of $ 10 . The 2022 Individual Employee Grant vested one-third on the initial grant date, and the remaining two-thirds will vest on each anniversary of the grant date. On March 2, 2022, we granted 15 shares of restricted stock to one executive all of which vested on the grant date with a fair value of $ 18 . On November 9, 2021, we awarded 107 RSUs to executives and employees (the “2021 Employee Grant”). The 2021 Employee Grant vests in thirds on each anniversary of the grant date. During 2022 and 2021 , we did no t grant any options to acquire shares of our common stock. Compensation cost related to stock options recognized in operating results (included in general and administrative expenses) totaled $ 10 and $ 54 for the years ended December 31, 2022 and 2021, respectively. Approximately $ 0 of total unrecognized compensation costs related to non-vested stock options is expected to be recognized over the next two years , depending on the vesting provisions of the options. There was no tax benefit from recording the non-cash expense as it relates to the options granted to employees, as these were qualified stock options which are not normally tax deductible. Compensation cost related to RSUs totaled $ 79 and $ 56 for the year ended December 31, 2022 and 2021, respectively. Approximately $ 145 of total unrecognized compensation costs related to non-vested RSUs is expected to be recognized over the next three years . Stock option activity under the 2015 Plan is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value 2015 Plan Maximum number of shares under the plan 2,000 Outstanding, December 31, 2020 470 $ 1.80 3.3 years 125 Granted - $ - Exercised ( 45 ) $ 1.26 Cancelled/Expired ( 118 ) $ 2.17 Outstanding, December 31, 2021 307 $ 1.80 2.6 years 45 Exercisable, December 31, 2021 289 $ 1.76 2.7 years 45 Available for issuance, December 31, 2021 1,530 Granted - $ - Exercised - $ - Cancelled/Expired 158 $ 2.08 Outstanding, December 31, 2022 149 $ 1.42 2.7 years - Exercisable, December 31, 2022 149 $ 1.32 2.7 years - Available for issuance, December 31, 2022 1,851 A summary of additional information related to the options outstanding as of December 31, 2022 under the 2015 Plan is as follows: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2015 Plan $ 1.20 -$ 1.25 76 2.7 years $ 1.25 $ 1.26 -$ 1.38 40 3.9 years $ 1.26 $ 1.80 -$ 2.25 33 1.4 years $ 2.02 Total 149 2.7 years $ 1.42 Under our 2015 Plan, we have 1,706 shares available for future equity grants, which comprises our maximum shares available under the plan less all options and RSUs granted. We have an Employee Stock Ownership Plan to provide retirement benefits for our employees which was terminated on December 1, 2021. At December 31, 2022 and 2021, a total of 0 and 14 shares of our common stock, respectively, have been allocated and earned by our employees. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11. Earnings per Share Per share data is determined by using the weighted average number of common shares outstanding. Common equivalent shares are considered only for diluted earnings per share, unless considered anti-dilutive. Common equivalent shares, determined using the treasury stock method, result from stock options with exercise prices that are below the average market price of the common stock. Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential of securities that could share in our earnings. A reconciliation of the weighted average number of common shares outstanding (in thousands) for the years ended December 31 is as follows: 2022 2021 Common shares outstanding, beginning of the period 12,727 12,618 Weighted average common shares issued 31 60 Weighted average number of common shares outstanding 12,758 12,678 Dilutive effect of common share equivalents - - Diluted weighted average number of common shares outstanding 12,758 12,678 Common stock equivalents (in thousands) that have been excluded from the calculation of earnings per share as of December 31 because they would have been anti-dilutive are as follows: 2022 2021 Stock options 148 188 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12. Segment Information Segments We operate in two different segments: household products and health and beauty care products. We have chosen to organize our business around these segments based on differences in the products sold. Accounting policies for our segments are the same as those described in Note 1. We evaluate segment performance based on segment income or loss before income taxes. The following provides information on our segments as of and for the years ended December 31: 2022 Household Products Health and Beauty Care Products Corporate Total Net sales $ 11,763 $ 4,807 $ - $ 16,570 Loss from operations ( 6,574 ) ( 1,742 ) - ( 8,316 ) Identifiable assets 5,968 3,730 1,033 10,731 Capital and intangible asset expenditures - - 142 142 Depreciation and amortization 487 135 - 622 2021 Household Products Health and Beauty Care Products Corporate Total Net sales $ 14,152 $ 15,590 $ - $ 29,742 Loss from operations ( 3,963 ) ( 2,562 ) - ( 6,525 ) Identifiable assets 13,207 6,398 1,264 20,869 Capital and intangible asset expenditures - - 469 469 Depreciation and amortization 1,202 618 - 1,820 Corporate assets noted above are comprised of our income tax receivable and internal-use software. Customers Net sales to significant customers were the following for the years ended December 31, 2022 and 2021, respectively: 2022 2021 Walmart $ 7,111 $ 11,102 Ulta $ 146 $ 6,764 Outstanding accounts receivable from significant customers represented the following percentages of our total accounts receivable as of December 31, 2022 and 2021, respectively: 2022 2021 Walmart 32.7 % 51.7 % Ulta 0.0 % 2.9 % A loss of any of our significant customers could have a material adverse effect on us because it is uncertain whether our consumer base served by these customers would purchase our products at other retail outlets. No long-term contracts exist between us and our other significant customers. Geographic Area Information Information about continuing operations in different geographic areas is as follows for the years ended December 31, 2022 and 2021, respectively: 2022 2021 Net sales United States $ 15,776 $ 26,730 PRC 673 2,448 Canada 121 564 Total $ 16,570 $ 29,742 All net sales to the PRC were to HK NFS, our former exclusive distributor. There were no long-lived assets held outside the United States as of December 31, 2022 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies As of December 31, 2022 , the Company had no material commitments or contingencies. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events Sale of Scott's Liquid Gold ® brand On January 23, 2023, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell all of our right, title and interest in and to certain assets of the Scott's Liquid Gold ® Wood Care and Scott's Liquid Gold ® Floor Restore product lines. The total consideration paid to us was $ 800 , plus an amount equal to the value of the Scott's Liquid Gold ® Wood Care and Scott's Liquid Gold ® Floor Restore inventory of $ 1,100 , subject to post-close adjustment. Additionally, the buyer will pay a royalty equal to 2 % of net sales for four years after the closing date. The assets sold did not meet all criteria to be classified as assets held for sale as of the balance sheet date, and as such are not presented and disclosed as assets held for sale in the Consolidated Financial Statements. Net sales of Scott’s Liquid Gold ® Wood Care and Floor Restore were $ 4,075 and $ 5,028 for the years ended December 31, 2022 and 2021, respectively. In conjunction with the sale of the Scott’s Liquid Gold ® brand, the Company may continue to use names “Scott’s Liquid Gold” and “SLG” for up to one year following the closing date of the agreement on January 23, 2023. Following this transitional name period, the Company will only be able to use the aforementioned names in connection with retaining records and other historical or archived documents and any use required by or permitted as a fair use or otherwise under applicable law. Entry into employment agreements Effective as of March 31, 2023, Tisha Pedrazzini, President and Principal Executive Officer, and David Arndt, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Corporate Secretary, entered into employment agreements with the Company. The employment agreements for Ms. Pedrazzini and Mr. Arndt provide for annual salaries of $ 240 and $ 205 , respectively and have the potential to earn bonuses for each individual based on individual and/or Company’s performance. The initial term of the agreements are one year and will renew automatically for 120 day periods thereafter unless either party provides 90 days’ notice on non-renewal. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (b) Principles of Consolidation Our Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. On December 15, 2022, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Prell ® product line. We have reflected the operations the Prell ® product line as discontinued operations for all periods presented, which was previously classified under our household products segment. See Note 3 for further information. On December 23, 2021, we entered into an asset purchase agreement with a buyer, pursuant to which we agreed to sell to all of our right, title and interest in and to certain assets of the Dryel ® product line. We have reflected the operations the Dryel ® product line as discontinued operations for all periods presented, which was previously classified under our household products segment. See Note 3 for further information. |
Basis of Presentation | (c) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain previously reported financial information has been reclassified to conform to the current year’s presentation. |
Use of Estimates | (d) Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts in our financial statements of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, the realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances, intangible asset useful lives and amortization method, fair value of assets acquired in business combinations, future cash flows associated with impairment testing of goodwill and other long-lived assets, and stock-based compensation. Actual results could differ from our estimates. |
Cash and Restricted Cash | (e) Cash and Restricted Cash Cash and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash $ 49 $ 770 Restricted Cash - 500 $ 49 $ 1,270 |
Inventories Valuation | (f) Inventories Valuation Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We specifically identify impairment write downs for slow moving and obsolete products and raw materials based upon, among other things, an assessment of historical and anticipated sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted. During the years ended December 31, 2022 and 2021 respectively, we specifically identified slow moving and obsolete raw material and finished goods inventories, resulting in impairment charges that are reflected on the Consolidated Statements of Operations. |
Property and Equipment | (g) Property and Equipment Property and equipment are recorded at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to 20 years . Office furniture and office machines are estimated to have useful lives of 10 to 20 and three to five years , respectively. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the asset or provide improved efficiency are capitalized. |
Leases | (h) Leases Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Certain nonlease components, such as maintenance and other services provided by the lessor, are included in the valuation of the lease. Leases with an initial term of 12 months or less, which are not material to our financial statements, are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. Lease agreements with lease and nonlease components are combined as a single lease component. |
Intangible Assets and Goodwill | (i) Intangible Assets and Goodwill Goodwill is subject to impairment tests at least annually or when events or changes in circumstances indicate that an asset may be impaired. Other intangible assets with finite lives, such as customer relationships, trade names, and formulas, are amortized over their estimated useful lives, generally ranging from 5 to 20 years . Amortization expense related to intangible assets is included in operating expenses on the Consolidated Statement of Operations. Internal-use software costs recognized as an intangible asset relates to capitalizable costs of computer software obtained for internal-use as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-40-30-1. All other internal-use software costs are expensed as incurred by the Company. In the second quarter of 2022, our internal-use software was implemented for its intended use with an estimated useful life of five years. Amortization expense is recorded on a straight-line basis and is included in general and administrative expenses on the Consolidated Statements of Operations. |
Financial Instruments | (j) Financial Instruments Financial instruments which potentially subject us to concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain our cash balances in the form of bank demand deposits with financial institutions that we believe are creditworthy. We establish an allowance for doubtful accounts, which is generally not material to our financial statements, based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have no significant financial instruments with off-balance sheet risk of accounting loss, such as foreign exchange contracts, option contracts or other foreign currency hedging arrangements. The recorded amounts for cash and cash equivalents, receivables, other current assets, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these financial instruments. |
Income Taxes | (k) Income Taxes Income taxes reflect the tax effects of transactions reported in the Consolidated Financial Statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is established when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the Consolidated Statements of Operations or accrued on the Consolidated Balance Sheets. On March 27, 2020, President Trump signed into U.S. federal law the CARES Act, which among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. In particular, under the CARES Act, NOLs arising in 2018, 2019, and 2020 taxable years may be carried back to each of the preceding five years to generate a refund. The tax impact of the carryback of 2020 and 2019 losses were recorded in the first quarter 2021 and 2020 income tax provisions, respectively. We elected to defer our portion of social security tax payments, and we paid this liability in the third quarter of 2021. |
Revenue Recognition | (l) Revenue Recognition Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. When consideration is received in advance of the delivery of goods or services, a contract liability is recorded. Our revenue contracts are identified when purchase orders are received and accepted from customers and represent a single performance obligation to sell our products to a customer. Net sales reflect the transaction prices for contracts, which include products shipped at selling list prices reduced by variable consideration. Variable consideration includes estimates for expected customer allowances, promotional programs for consumers, and sales returns. Based on our customer-by-customer history, our variable consideration estimates are generally accurate and subsequent adjustments are generally immaterial. Variable consideration is primarily comprised of customer allowances. Customer allowances primarily include reserves for trade promotions to support price features, displays, slotting fees, and other merchandising of our products to our customers. Promotional programs for consumers primarily include coupons, rebates, and certain other promotional programs, and do not represent a significant portion of variable consideration. The costs of customer allowances and promotional programs for consumers are estimated using either the expected value or most likely amount approach, depending on the nature of the allowance, using all reasonably available information, including our historical experience and current expectations. Customer allowances and promotional programs for consumers are reflected in the transaction price when sales are recorded. We may adjust our estimates based on actual results and consideration of other factors that cause allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted. Sales returns are generally not material to our financial statements, and do not comprise a significant portion of variable consideration. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce our revenue in that period. Sales are recorded at the time that control of the products is transferred to customers. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including significant risks and rewards of products, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to customers. We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted. Customer allowances for trade promotions and allowance for doubtful accounts at December 31 were as follows: 2022 2021 Trade promotions $ 361 $ 1,242 Allowance for doubtful accounts 59 14 $ 420 $ 1,256 |
Advertising Costs | (m) Advertising Costs We expense advertising costs as incurred. |
Stock-based Compensation | (n) Stock-Based Compensation We account for share based payments by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. We determine the estimated grant-date fair value of stock options with only service conditions using the Black-Scholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding the components of the model, including the estimated fair value of underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause significant adjustments to the valuation. We recognize compensation costs ratably over the vesting period using the straight-line method, which approximates the service period. The Company issues restricted stock unit (“RSUs”) awards with restrictions that lapse upon the passage of time (service vesting) and satisfaction of market conditions targeted to our Company’s stock price. For those restricted stock unit awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both market and service conditions, the Company starts recognizing compensation cost over the requisite service period, with the effect of the market conditions reflected in the calculation of the award's fair value at grant date. The Company values awards with only service vesting requirements based on the grant date share price. The Company values awards with market and service conditions using a Monte Carlo simulation. The Company determines the requisite service period for awards with both market and service conditions based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the average number of shares that would be issued based on the highest 30-day average market price at the end during the reporting periods, if their effect is dilutive. If the condition is based on an average of market prices over some period of time, the corresponding average for the period is used. |
Operating Costs and Expenses Classification | (o) Operating Costs and Expenses Classification Cost of sales includes costs associated with purchasing finished goods from contract manufacturers, labor, freight-in, quality control, repairs, maintenance, and other indirect costs. We classify freight-out as selling expenses. Other selling expenses consist primarily of costs for sales and sales support personnel, brokerage commissions and promotional costs. Freight-out costs included in selling expenses totaled $ 1,771 and $ 2,879 , for the years ended December 31, 2022 and 2021, respectively. General and administrative expenses consist primarily of wages and benefits associated with management and administrative support departments, business insurance costs, professional fees, office facility related expenses and other general support costs. On April 29, 2021, the Company announced that Mark E. Goldstein, the President and Chief Executive Officer of the Company and a member of the Board of Directors, retired effective as of April 26, 2021 . In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a Separation Agreement, Waiver and Release (the “Separation Agreement”), pursuant to which the Company will pay Mr. Goldstein $ 720 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. Severance costs of $ 805 were recognized in the second quarter of 2021 and are included in general and administrative expenses. Accrued severance costs are included in accrued expenses on the Consolidated Balance Sheets. |
Recently Issued Accounting Standards | (p) Recently Issued Accounting Standards In September 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact of this guidance on our financial statements. |
Recently Adopted Accounting Standards | (q) Recently Adopted Accounting Standards In December 2022, the FASB issues ASU No. 2022-06, “Reference Rate Reform (Topic 848): Deferred of the Sunset Date of Topic 848”. This guidance defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2022-06 effective December 31, 2022 . The adoption did not have a material impact on our financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Restricted Cash | Cash and restricted cash consist of the following: December 31, 2022 December 31, 2021 Cash $ 49 $ 770 Restricted Cash - 500 $ 49 $ 1,270 |
Summary of Customer Allowances for Trade Promotions and Allowance for Doubtful Accounts | Customer allowances for trade promotions and allowance for doubtful accounts at December 31 were as follows: 2022 2021 Trade promotions $ 361 $ 1,242 Allowance for doubtful accounts 59 14 $ 420 $ 1,256 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Summary of Financial Information Related to Discontinued Operations | A summary of financial information related to our discontinued operations is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations in the Consolidated Statements of Operations for the years ended December 31: 2022 Prell ® Dryel ® Total Net sales $ 3,140 $ - $ 3,140 Cost of sales 2,006 - 2,006 Gross profit 1,134 - 1,134 Operating expenses: Selling 831 - 831 General and administrative 14 - 14 Intangible asset amortization 18 - 18 Income from discontinued operations, before tax 271 - 271 Interest expense ( 54 ) - ( 54 ) Loss on sale of discontinued operations ( 155 ) - ( 155 ) Income from discontinued operations, net of tax $ 62 $ - $ 62 2021 Prell ® Dryel ® Total Net sales $ 3,339 $ 2,827 $ 6,166 Cost of sales 2,277 1,482 3,759 Gross profit 1,062 1,345 2,407 Operating expenses: Selling 841 625 1,466 General and administrative - 34 34 Intangible asset amortization 309 492 801 Impairment of goodwill and intangible assets 2,244 - 2,244 Loss from discontinued operations, before tax ( 2,332 ) 194 ( 2,138 ) Interest expense ( 32 ) ( 398 ) ( 430 ) Income tax benefit 71 185 256 Loss on sale of discontinued operations - ( 834 ) ( 834 ) Loss from discontinued operations, net of tax $ ( 2,293 ) $ ( 853 ) $ ( 3,146 ) There were no capital expenditures or significant operating and investing noncash items related to discontinued operations during the years ended December 31, 2022 and 2021, respectively. Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Consolidated Balance Sheets as of December 31: 2022 2021 Assets Current assets: Inventories $ - $ 740 Intangible assets, net - 351 Total assets $ - $ 1,091 All assets and liabilities in the above table are related to the discontinued operations of Prell ® . There were no assets or liabilities related to Dryel ® as of December 31, 2022 or 2021, respectively. The following summarizes the carrying values of intangible assets, and the resulting loss on sale of discontinued operations associated with Prell ® at the date of disposition: Trade names $ 152 Formulas and batching processes 153 $ 305 Proceeds from sale of Prell ® 150 Loss on sale of discontinued operations $ ( 155 ) The following summarizes the carrying values of goodwill, intangible assets, and the resulting loss on sale of discontinued operations associated with Dryel ® at the date of disposition: Customer relationships $ 2,663 Trade names 1,064 Formulas and batching processes 488 Non-compete 12 Goodwill 1,457 $ 5,684 Proceeds from sale of Dryel ® 4,850 Loss on sale of discontinued operations $ ( 834 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Composition of Inventory | Inventories, consisting of materials, labor and overhead at December 31 were comprised of the following: 2022 2021 Finished goods $ 4,568 $ 4,759 Raw materials 124 178 $ 4,692 $ 4,937 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31 were comprised of the following: 2022 2021 Office furniture and equipment $ 151 $ 151 Less accumulated depreciation ( 150 ) ( 144 ) $ 1 $ 7 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill by Reporting Unit | The changes in the carrying amount of goodwill by reporting unit for the fiscal years ended December 31, 2022 and 2021 were as follows: Detergent Shampoo All-Purpose Total Balance, January 1, 2022 $ - $ - $ 1,710 $ 1,710 Additions - - - - Impairment - - ( 1,710 ) ( 1,710 ) Balance, December 31, 2022 $ - $ - $ - $ - Balance, January 1, 2021 $ 593 $ 760 $ 1,710 $ 3,063 Additions - - - - Impairment ( 593 ) ( 760 ) - ( 1,353 ) Balance, December 31, 2021 $ - $ - $ 1,710 $ 1,710 |
Schedule of Intangible Assets | Intangible assets consisted of the following: As of December 31, 2022 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Intangible assets: Customer relationships $ - $ - $ - $ 2,103 $ 329 $ 1,774 Trade names 309 97 212 1,680 151 1,529 Formulas and batching processes 412 283 129 1,036 299 737 Internal-use software 898 105 793 756 - 756 Non-compete agreement 33 30 3 48 35 13 $ 1,652 $ 515 $ 1,137 $ 5,623 $ 814 $ 4,809 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for 2023 and subsequent years is as follows: 2023 $ 219 2024 219 2025 218 2026 217 2027 112 Thereafter 152 Total $ 1,137 |
Schedule of Goodwill and Certain intangible Assets and Resulted In Impairment Charges | 2022 2021 Intangible Assets Goodwill Total Intangible Assets Goodwill Total All-Purpose $ 2,717 $ 1,710 $ 4,427 $ 1,084 $ 593 $ 1,677 Shampoo 194 - 194 1,483 760 2,243 Detergent 551 - 551 130 - 130 $ 3,462 $ 1,710 $ 5,172 $ 2,697 $ 1,353 $ 4,050 |
Long-Term Debt and Line-of-Cr_2
Long-Term Debt and Line-of-Credit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Principal Payments Due on Outstanding Debt | As of December 31, 2022, the total principal payments due on our outstanding debt were as follows: Revolving Credit Facility Term Loan Total 2023 $ 2,504 $ 1,000 $ 3,504 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Information Related to Leases | Information related to leases was as follows: 2022 2021 Operating lease information: Operating lease cost $ 400 $ 411 Operating cash flows from operating leases 400 411 Net assets obtained in exchange for new operating lease liabilities - - Weighted average remaining lease term in years 7.92 8.91 Weighted average discount rate 5.1 % 5.1 % |
Schedule of Future Minimum Annual Lease Payments | Future minimum annual lease payments are as follows: 2023 $ 406 2024 413 2025 420 2026 427 2027 434 Thereafter 1,305 Total minimum lease payments $ 3,405 Less imputed interest ( 623 ) Total operating lease liability $ 2,782 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Attributable to Continuing Operations | The provision for income tax attributable to continuing operations for the years ended December 31 is as follows: 2022 2021 Current provision: Federal $ 63 $ 39 State - - Total current provision 63 39 Deferred provision: Federal - 1,040 State - - Total deferred provision - 1,040 Provision: Federal 63 1,079 State - - Total provision $ 63 $ 1,079 |
Schedule of Income Tax Expense at the Statutory Tax Rate | Income tax expense at the statutory tax rate is reconciled to the overall income tax expense for the years ended December 31 as follows: 2022 2021 Federal income tax at statutory rates $ ( 1,845 ) $ ( 1,442 ) State income taxes, net of federal tax effect ( 74 ) ( 132 ) Permanent differences - ( 6 ) Rate difference in NOL Carryback 57 11 Other 22 ( 55 ) Change in state tax rate 149 57 Change in valuation allowance 1,754 2,646 Provision for income taxes $ 63 $ 1,079 The effective tax rate for the years ended December 31, 2022 and 2021 was ( 0.7 %) and ( 10.9 %) respectively, which can differ from the statutory income tax rate due to various factors, including the establishment and change in a valuation allowance. During the year ended 2021, the Company established a valuation allowance on our deferred tax asset, which is reflected in income tax expense on the Consolidated Statements of Operations. The valuation allowance represents our determination that, more likely than not, we will be unable to realize the value of such assets at this time due to the uncertainty of future profitability. |
Schedule of Net Deferred Tax Assets and Liabilities | The net deferred tax assets and liabilities as of December 31, 2022 and 2021 are comprised of the following: 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 1,659 $ 531 Accounts receivable 20 30 Inventories 231 410 Accrued vacation and bonus 67 161 Intangibles and Goodwill 2,622 1,771 Operating lease liabilities 610 697 Other 231 168 Total deferred tax assets 5,440 3,768 Deferred tax liabilities: Operating lease right-of-use assets ( 546 ) ( 629 ) Prepaid expenses ( 22 ) ( 21 ) Total deferred tax liabilities ( 568 ) ( 650 ) Net deferred tax asset, before allowance 4,872 3,118 Valuation allowance ( 4,872 ) ( 3,118 ) Net deferred tax asset $ - $ - |
Schedule of Net Operating Losses and Tax Credit Carryforwards | Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Expiration Years Net operating losses, state (After December 31, 2017) $ 2,452 Do not expire Tax credits, federal $ 8 2042 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Activity Under Stock Option Plans | Stock option activity under the 2015 Plan is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value 2015 Plan Maximum number of shares under the plan 2,000 Outstanding, December 31, 2020 470 $ 1.80 3.3 years 125 Granted - $ - Exercised ( 45 ) $ 1.26 Cancelled/Expired ( 118 ) $ 2.17 Outstanding, December 31, 2021 307 $ 1.80 2.6 years 45 Exercisable, December 31, 2021 289 $ 1.76 2.7 years 45 Available for issuance, December 31, 2021 1,530 Granted - $ - Exercised - $ - Cancelled/Expired 158 $ 2.08 Outstanding, December 31, 2022 149 $ 1.42 2.7 years - Exercisable, December 31, 2022 149 $ 1.32 2.7 years - Available for issuance, December 31, 2022 1,851 |
Summary of Additional Information Related to the Options Outstanding | A reconciliation of the weighted average number of common shares outstanding (in thousands) for the years ended December 31 is as follows: 2022 2021 Common shares outstanding, beginning of the period 12,727 12,618 Weighted average common shares issued 31 60 Weighted average number of common shares outstanding 12,758 12,678 Dilutive effect of common share equivalents - - Diluted weighted average number of common shares outstanding 12,758 12,678 |
2015 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Additional Information Related to the Options Outstanding | A summary of additional information related to the options outstanding as of December 31, 2022 under the 2015 Plan is as follows: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2015 Plan $ 1.20 -$ 1.25 76 2.7 years $ 1.25 $ 1.26 -$ 1.38 40 3.9 years $ 1.26 $ 1.80 -$ 2.25 33 1.4 years $ 2.02 Total 149 2.7 years $ 1.42 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Weighted Average Number of Common Shares Outstanding | A reconciliation of the weighted average number of common shares outstanding (in thousands) for the years ended December 31 is as follows: 2022 2021 Common shares outstanding, beginning of the period 12,727 12,618 Weighted average common shares issued 31 60 Weighted average number of common shares outstanding 12,758 12,678 Dilutive effect of common share equivalents - - Diluted weighted average number of common shares outstanding 12,758 12,678 |
Common Stock Equivalents Excluded From the Calculation of Earnings Per Share | Common stock equivalents (in thousands) that have been excluded from the calculation of earnings per share as of December 31 because they would have been anti-dilutive are as follows: 2022 2021 Stock options 148 188 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Information on Segments | The following provides information on our segments as of and for the years ended December 31: 2022 Household Products Health and Beauty Care Products Corporate Total Net sales $ 11,763 $ 4,807 $ - $ 16,570 Loss from operations ( 6,574 ) ( 1,742 ) - ( 8,316 ) Identifiable assets 5,968 3,730 1,033 10,731 Capital and intangible asset expenditures - - 142 142 Depreciation and amortization 487 135 - 622 2021 Household Products Health and Beauty Care Products Corporate Total Net sales $ 14,152 $ 15,590 $ - $ 29,742 Loss from operations ( 3,963 ) ( 2,562 ) - ( 6,525 ) Identifiable assets 13,207 6,398 1,264 20,869 Capital and intangible asset expenditures - - 469 469 Depreciation and amortization 1,202 618 - 1,820 |
Net Sales to Significant Customers | Net sales to significant customers were the following for the years ended December 31, 2022 and 2021, respectively: 2022 2021 Walmart $ 7,111 $ 11,102 Ulta $ 146 $ 6,764 |
Outstanding Accounts Receivable from Significant Customers | Outstanding accounts receivable from significant customers represented the following percentages of our total accounts receivable as of December 31, 2022 and 2021, respectively: 2022 2021 Walmart 32.7 % 51.7 % Ulta 0.0 % 2.9 % |
Information About Continuing Operations in Different Geographic Areas | Information about continuing operations in different geographic areas is as follows for the years ended December 31, 2022 and 2021, respectively: 2022 2021 Net sales United States $ 15,776 $ 26,730 PRC 673 2,448 Canada 121 564 Total $ 16,570 $ 29,742 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Accounting Policies [Abstract] | |
Number of business segment | 2 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Cash | $ 49 | $ 770 | |
Restricted cash | 500 | ||
Cash and restricted cash | $ 49 | $ 1,270 | $ 5 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Additional Information 1 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Significant financial instruments with off-balance sheet risk | $ 0 | |
Interest and penalties recognized in condensed consolidated statements of income | 0 | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Minimum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 3 years | |
Useful lives of intangible assets | 5 years | |
Maximum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 20 years | |
Useful lives of intangible assets | 20 years | |
Office Furniture and Equipment | Minimum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 10 years | |
Office Furniture and Equipment | Maximum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 20 years | |
Office Equipment | Minimum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 3 years | |
Office Equipment | Maximum | ||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||
Useful life of property, plant and equipment | 5 years |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Summary of Customer Allowances for Trade Promotions and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Trade promotions | $ 361 | $ 1,242 |
Allowance for doubtful accounts | 59 | 14 |
Trade promotions and allowance for doubtful accounts | $ 420 | $ 1,256 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Additional Information 2 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 26, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
President and Chief Executive Officer | ||||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||||
Retirement effective date | Apr. 26, 2021 | |||
Severance payments | $ 720 | $ 805 | ||
Retirement benefits, description | pursuant to which the Company will pay Mr. Goldstein $720 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. Severance costs of $805 were recognized in the second quarter of 2021 and are included in general and administrative expenses. Accrued severance costs are included in accrued expenses on the Consolidated Balance Sheets. | |||
Selling Expenses | ||||
Schedule Of Organization And Presentation Of Financial Statements [Line Items] | ||||
Freight-out costs | $ 1,771 | $ 2,879 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Additional Information 3 (Details) - ASU 2022-06 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net cash used in operating activities | $ (1,849) | $ (322) | |
Revolving Credit Facility | La Plata Capital, LLC | Loan Agreement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Credit facility, terminate date | Nov. 09, 2023 | Nov. 09, 2023 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 15, 2022 | Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Capital expenditure discontinued operations | $ 0 | $ 0 | ||
Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 3,140,000 | 6,166,000 | ||
Dryel | Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total consideration paid | $ 4,850,000 | |||
Inventory | 440,000 | |||
Total consideration held in escrow | $ 500,000 | |||
Consideration held in escrow term | At closing, $500 of the total consideration is held in escrow for a twelve-month period following the closing date, and was released ratably in four installments in 2022. | |||
Net sales | 2,827,000 | |||
Prell | Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total consideration paid | $ 150,000 | |||
Inventory | $ 330,000 | 740,000 | ||
Net sales | $ 3,140,000 | $ 3,339,000 | ||
Royalty percentage | 3% |
Discontinued Operations - Summa
Discontinued Operations - Summary of Financial Information Constituting Pretax Loss to After-Tax Loss of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 15, 2022 | Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||
Income (Loss) from discontinued operations, net of tax | $ 62 | $ (3,146) | ||
Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 3,140 | 6,166 | ||
Cost of sales | 2,006 | 3,759 | ||
Gross profit | 1,134 | 2,407 | ||
Operating expenses: | ||||
Selling | 831 | 1,466 | ||
General and administrative | 14 | 34 | ||
Intangible asset amortization | 18 | 801 | ||
Impairment of goodwill and intangible assets | 2,244 | |||
Loss from discontinued operations, before tax | 271 | (2,138) | ||
Interest expense | (54) | (430) | ||
Income tax benefit | 256 | |||
Loss on sale of discontinued operations | (155) | (834) | ||
Income (Loss) from discontinued operations, net of tax | 62 | (3,146) | ||
Dryel | Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 2,827 | |||
Cost of sales | 1,482 | |||
Gross profit | 1,345 | |||
Operating expenses: | ||||
Selling | 625 | |||
General and administrative | 34 | |||
Intangible asset amortization | 492 | |||
Loss from discontinued operations, before tax | 194 | |||
Interest expense | (398) | |||
Income tax benefit | 185 | |||
Loss on sale of discontinued operations | $ 834 | (834) | ||
Income (Loss) from discontinued operations, net of tax | (853) | |||
Prell | Disposal of Product Line | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 3,140 | 3,339 | ||
Cost of sales | 2,006 | 2,277 | ||
Gross profit | 1,134 | 1,062 | ||
Operating expenses: | ||||
Selling | 831 | 841 | ||
General and administrative | 14 | |||
Intangible asset amortization | 18 | 309 | ||
Impairment of goodwill and intangible assets | 2,244 | |||
Loss from discontinued operations, before tax | 271 | (2,332) | ||
Interest expense | (54) | (32) | ||
Income tax benefit | 71 | |||
Loss on sale of discontinued operations | $ 155 | (155) | ||
Income (Loss) from discontinued operations, net of tax | $ 62 | $ (2,293) |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Financial Information Constituting Major Classes of Assets and Liabilities of Discontinued Operations (Details) - Disposal of Product Line - USD ($) $ in Thousands | Dec. 15, 2022 | Dec. 31, 2021 | Dec. 23, 2021 |
Dryel | |||
Current assets: | |||
Inventory | $ 440 | ||
Goodwill | $ 1,457 | ||
Prell | |||
Current assets: | |||
Inventory | $ 330 | $ 740 | |
Intangible assets, net | 351 | ||
Total assets | $ 1,091 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Carrying Values of Goodwill and Intangible Assets and Resulting Loss on Sale of Discontinued Operations (Details) - Disposal of Product Line - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 15, 2022 | Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Loss on sale of discontinued operations | $ 155 | $ 834 | ||
Dryel | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Goodwill | $ 1,457 | |||
Goodwill and intangible assets | 5,684 | |||
Proceeds from sale | 4,850 | |||
Loss on sale of discontinued operations | (834) | 834 | ||
Prell | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | $ 351 | |||
Goodwill and intangible assets | $ 305 | |||
Proceeds from sale | 150 | |||
Loss on sale of discontinued operations | (155) | $ 155 | ||
Customer Relationships | Dryel | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | 2,663 | |||
Trade Names | Dryel | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | 1,064 | |||
Trade Names | Prell | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | 152 | |||
Formulas and Batching Processes | Dryel | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | 488 | |||
Formulas and Batching Processes | Prell | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | $ 153 | |||
Non-compete | Dryel | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Finite lived intangible assets, carrying value | $ 12 |
Inventories - Composition of In
Inventories - Composition of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,568 | $ 4,759 |
Raw materials | 124 | 178 |
Inventories | $ 4,692 | $ 4,937 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment | ||
Office furniture and equipment | $ 151 | $ 151 |
Less accumulated depreciation | (150) | (144) |
Property and Equipment, Total | $ 1 | $ 7 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 6 | $ 11 |
Acquisition - Summary of Aggreg
Acquisition - Summary of Aggregate Fair Values of Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 1,710 | $ 3,063 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 1,710 | $ 3,063 |
Impairment | (1,710) | (1,353) |
Ending balance | 0 | 1,710 |
Detergent | ||
Finite Lived Intangible Assets [Line Items] | ||
Beginning balance | 0 | 593 |
Impairment | (593) | |
Ending balance | 0 | 0 |
Shampoo | ||
Finite Lived Intangible Assets [Line Items] | ||
Beginning balance | 0 | 760 |
Impairment | (760) | |
Ending balance | 0 | 0 |
All-Purpose | ||
Finite Lived Intangible Assets [Line Items] | ||
Beginning balance | 1,710 | 1,710 |
Impairment | (1,710) | (593) |
Ending balance | $ 0 | $ 1,710 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,652 | $ 5,623 |
Accumulated Amortization | 515 | 814 |
Net Carrying Value | 1,137 | 4,809 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,103 | |
Accumulated Amortization | 329 | |
Net Carrying Value | 1,774 | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 309 | 1,680 |
Accumulated Amortization | 97 | 151 |
Net Carrying Value | 212 | 1,529 |
Formulas and Batching Processes | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 412 | 1,036 |
Accumulated Amortization | 283 | 299 |
Net Carrying Value | 129 | 737 |
Internal-use Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 898 | 756 |
Accumulated Amortization | 105 | |
Net Carrying Value | 793 | 756 |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33 | 48 |
Accumulated Amortization | 30 | 35 |
Net Carrying Value | $ 3 | $ 13 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 325 | $ 802 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 219 |
2024 | 219 |
2025 | 218 |
2026 | 217 |
2027 | 112 |
Thereafter | 152 |
Total | $ 1,137 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Goodwill and Certain intangible Assets and Resulted In Impairment Charges (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Intangible Assets | $ 3,462,000 | $ 2,697,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Intangible Assets, Finite-Lived | Impairment of Intangible Assets, Finite-Lived |
Goodwill | $ 1,710,000 | $ 1,353,000 |
Total | 5,172,000 | 4,050,000 |
All-Purpose | ||
Goodwill [Line Items] | ||
Intangible Assets | $ 2,717,000 | $ 1,084,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Intangible Assets, Finite-Lived | Impairment of Intangible Assets, Finite-Lived |
Goodwill | $ 1,710,000 | $ 593,000 |
Total | 4,427,000 | 1,677,000 |
Shampoo | ||
Goodwill [Line Items] | ||
Intangible Assets | $ 194,000 | $ 1,483,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Intangible Assets, Finite-Lived | Impairment of Intangible Assets, Finite-Lived |
Goodwill | $ 0 | $ 760,000 |
Total | 194,000 | 2,243,000 |
Detergent | ||
Goodwill [Line Items] | ||
Intangible Assets | $ 551,000 | $ 130,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Intangible Assets, Finite-Lived | Impairment of Intangible Assets, Finite-Lived |
Goodwill | $ 0 | $ 0 |
Total | $ 551,000 | $ 130,000 |
Long-Term Debt and Line-of-Cr_3
Long-Term Debt and Line-of-Credit - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2023 | Jan. 23, 2023 | Aug. 10, 2022 | Nov. 09, 2021 | Jul. 01, 2020 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 3,504 | |||||||
Repayments of term loan | 2,000 | $ 1,583 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | 2,504 | |||||||
UMB Bank, N.A | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized loan costs | 100 | 297 | ||||||
UMB Bank, N.A | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 2,504 | |||||||
Debt outstanding interest rate | 11.19% | |||||||
UMB Bank, N.A | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 0 | |||||||
Debt outstanding interest rate | 10.67% | |||||||
UMB Bank, N.A | Loan Agreement | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan amount | $ 3,000 | |||||||
Term loan, frequency of commitment fee payment | monthly | |||||||
Term loan, payment term | 3 years | |||||||
UMB Bank, N.A | Consent and Seventh Amendment to Loan and Security Agreement | Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, terminate date | Feb. 27, 2023 | |||||||
UMB Bank, N.A | Maximum | Loan Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Available borrowing capacity amount | $ 4,000 | |||||||
UMB Bank, N.A | Maximum | Consent and Seventh Amendment to Loan and Security Agreement | Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Available borrowing capacity amount | $ 500 | |||||||
UMB Bank, N.A | If Tax Refund Received from Internal Revenue Service | Maximum | Consent and Seventh Amendment to Loan and Security Agreement | Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Available borrowing capacity amount | $ 250 | |||||||
La Plata Capital, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 1,000 | |||||||
Unamortized loan costs | $ 20 | $ 41 | ||||||
La Plata Capital, LLC | Loan Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, terminate date | Nov. 09, 2023 | Nov. 09, 2023 | ||||||
La Plata Capital, LLC | Loan Agreement | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan amount | $ 2,000 | |||||||
Debt outstanding effective interest rate | 14% | |||||||
Term loan, maturity date | Nov. 09, 2021 | |||||||
Term loan, monthly principal payments | $ 30 | |||||||
Repayments of term loan | $ 1,000 | |||||||
Term loan, payment terms | Interest-only payments are required on a monthly basis beginning in January 2022 and ending on December 31, 2022. Beginning on January 1, 2023, monthly principal payments of $30 are required in addition to accrued and unpaid interest. All remaining unpaid principal and interest are fully due on November 9, 2023. | |||||||
La Plata Capital, LLC | First Amendment | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan, payment terms | The First Amendment states interest-only payments are required on a monthly basis through March 31, 2023. | |||||||
La Plata Capital, LLC | Second Amendment | Promissory Note | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional term loan amount | $ 250 | |||||||
Debt outstanding effective interest rate | 15% | |||||||
Term loan, monthly principal payments | $ 30 | |||||||
Term loan, payment terms | Interest-only payments are required on a monthly basis through June 30, 2023, with monthly principal payments of $30 beginning on July 1, 2023. | |||||||
Floor Rate | UMB Bank, N.A | Loan Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable interest rate | 7.75% | |||||||
SOFR Rate | UMB Bank, N.A | Loan Agreement | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable interest rate | 6.83% | |||||||
Debt Instrument, Maturity of Variable interest rate | one-month term SOFR rate |
Long-Term Debt and Line-of-Cr_4
Long-Term Debt and Line-of-Credit - Summary of Principal Payments Due on Outstanding Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total principal payments due | $ 3,504 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Total principal payments due | 2,504 |
Term Loan | |
Debt Instrument [Line Items] | |
Total principal payments due | $ 1,000 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2022 |
Maximum | |
Lessee Lease Description [Line Items] | |
Remaining lease terms | 8 years |
Leases - Schedule of Informatio
Leases - Schedule of Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease information: | ||
Operating lease cost | $ 400 | $ 411 |
Operating cash flows from operating leases | $ 400 | $ 411 |
Weighted average remaining lease term in years | 7 years 11 months 1 day | 8 years 10 months 28 days |
Weighted average discount rate | 5.10% | 5.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 406 |
2024 | 413 |
2025 | 420 |
2026 | 427 |
2027 | 434 |
Thereafter | 1,305 |
Total minimum lease payments | 3,405 |
Less imputed interest | (623) |
Total operating lease liability | $ 2,782 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Tax Attributable to Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current provision: | ||
Federal | $ 63 | $ 39 |
Total current provision | 63 | 39 |
Deferred provision: | ||
Federal | 1,040 | |
Total deferred provision | 1,040 | |
Provision: | ||
Federal | 63 | 1,079 |
Total provision (benefit) | $ 63 | $ 1,079 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | ||
Current tax provision related to discontinued operations | $ 58,000 | $ 0 |
Deferred income tax (benefit) related to discontinued operations | $ (45,000) | $ (256,000) |
Effective income tax rate | (0.70%) | (10.90%) |
Uncertain tax benefits | $ 0 | $ 0 |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 |
Federal Tax Authority | ||
Income Tax [Line Items] | ||
Income tax year open to examination | 2019 | |
State and Local Jurisdiction | ||
Income Tax [Line Items] | ||
Income tax year open to examination | 2018 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense at the Statutory Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of income tax expense at the statutory tax rate | ||
Federal income tax at statutory rates | $ (1,845) | $ (1,442) |
State income taxes, net of federal tax effect | (74) | (132) |
Permanent differences | (6) | |
Rate difference in NOL Carryback | 57 | 11 |
Other | 22 | (55) |
Change in state tax rate | 149 | 57 |
Change in valuation allowance | 1,754 | 2,646 |
Total provision (benefit) | $ 63 | $ 1,079 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,659 | $ 531 |
Accounts receivable | 20 | 30 |
Inventories | 231 | 410 |
Accrued vacation and bonus | 67 | 161 |
Intangibles and Goodwill | 2,622 | 1,771 |
Operating lease liabilities | 610 | 697 |
Other | 231 | 168 |
Total deferred tax assets | 5,440 | 3,768 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (546) | (629) |
Prepaid expenses | (22) | (21) |
Total deferred tax liabilities | (568) | (650) |
Net deferred tax asset, before allowance | 4,872 | 3,118 |
Valuation allowance | $ (4,872) | $ (3,118) |
Income Taxes - Schedule of Ne_2
Income Taxes - Schedule of Net Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
State | |
Income Tax [Line Items] | |
Net operating losses | $ 2,452 |
Net operating losses, state (After December 31, 2017) | Do not expire |
Federal | |
Income Tax [Line Items] | |
Tax credits | $ 8 |
Tax credits, federal | 2042 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Mar. 02, 2022 | Jan. 18, 2022 | Nov. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 130,000 | $ 110,000 | |||
Unrecognized compensation costs related to non-vested stock options | $ 0 | ||||
Period over which compensation costs related to non-vested stock options recognize | 2 years | ||||
Tax benefit from recording non-cash expense relates to options granted to employees | $ 0 | ||||
Shares Held in Employee Stock Option Plan, Allocated | 0 | 14,000 | |||
General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 10,000 | $ 54,000 | |||
Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of options granted | 0 | 0 | |||
2022 Individual Employee Grant | Anniversary Grant Date | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 0.66% | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation costs related to non-vested stock options | $ 145,000 | ||||
Period over which compensation costs related to non-vested stock options recognize | 3 years | ||||
Restricted Stock Units (RSUs) | General and Administrative Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 79,000 | $ 56,000 | |||
Restricted Stock Units (RSUs) | 2022 Individual Employee Grant | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 0.33% | ||||
Vesting description | The 2022 Individual Employee Grant vested one-third on the initial grant date, and the remaining two-thirds will vest on each anniversary of the grant date. | ||||
Number of restricted stock units granted | 25 | ||||
Restricted stock shares granted in period granted date fair value | $ 10,000 | ||||
Restricted Stock Units (RSUs) | 2022 Individual Executive Grant | Anniversary Grant Date | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of restricted stock units granted | 15 | ||||
Restricted stock shares granted in period granted date fair value | $ 18,000 | ||||
2015 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future equity grants under 2015 Plan | 1,851,000 | 1,530,000 | |||
2015 Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for future equity grants under 2015 Plan | 1,706 | ||||
2015 Plan | Restricted Stock Units (RSUs) | 2021 Employee Grant | Anniversary Grant Date | Executives And Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares awarded under plan | 107 | ||||
Vesting percentage | 0.33% | ||||
Vesting description | The 2021 Employee Grant vests in thirds on each anniversary of the grant date. |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Activity Under Stock Option Plans (Details) - 2015 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Maximum number of shares under the plan | 2,000,000 | ||
Number of Options Outstanding Beginning Balance | 307,000 | 470,000 | |
Number of Options Exercised | (45,000) | ||
Number of Options Cancelled/Expired | (158,000) | (118,000) | |
Number of Options Outstanding Ending Balance | 149,000 | 307,000 | 470,000 |
Number of Options Exercisable | 149,000 | 289,000 | |
Available for Issuance Number of Options Ending Balance | 1,851,000 | 1,530,000 | |
Weighted Average Exercise Price | |||
Outstanding Weighted Average Exercise Price Beginning Balance | $ 1.80 | $ 1.80 | |
Weighted Average Exercise Price Exercised | 1.26 | ||
Weighted Average Exercise Price Cancelled/Expired | 2.08 | 2.17 | |
Outstanding Weighted Average Exercise Price Ending Balance | 1.42 | 1.80 | $ 1.80 |
Weighted Average Exercise Price Exercisable Ending Balance | $ 1.32 | $ 1.76 | |
Weighted Average Remaining Contractual Life | |||
Weighted Average Remaining Contractual Life Options Outstanding | 2 years 8 months 12 days | 2 years 7 months 6 days | 3 years 3 months 18 days |
Weighted Average Remaining Contractual Life Options Exercisable | 2 years 8 months 12 days | 2 years 8 months 12 days | |
Aggregate Intrinsic Value | |||
Outstanding Aggregate Intrinsic Value | $ 45 | $ 125 | |
Aggregate Intrinsic Value Exercisable | $ 45 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Additional Information Related to the Options Outstanding (Details) - 2015 Plan | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Summary of additional information related to the options outstanding | |
Exercisable Weighted Average Number of Option Outstanding | shares | 149 |
Average Option Price Per share Exercised | 2 years 8 months 12 days |
Options Outstanding and Exercisable Weighted Average Exercise Price | $ 1.42 |
$1.20-$1.25 | |
Summary of additional information related to the options outstanding | |
Lower range of Exercise prices | 1.20 |
Upper range of Exercise prices | $ 1.25 |
Exercisable Weighted Average Number of Option Outstanding | shares | 76 |
Average Option Price Per share Exercised | 2 years 8 months 12 days |
Options Outstanding and Exercisable Weighted Average Exercise Price | $ 1.25 |
$1.26-$1.38 | |
Summary of additional information related to the options outstanding | |
Lower range of Exercise prices | 1.26 |
Upper range of Exercise prices | $ 1.38 |
Exercisable Weighted Average Number of Option Outstanding | shares | 40 |
Average Option Price Per share Exercised | 3 years 10 months 24 days |
Options Outstanding and Exercisable Weighted Average Exercise Price | $ 1.26 |
$1.80-$2.25 | |
Summary of additional information related to the options outstanding | |
Lower range of Exercise prices | 1.80 |
Upper range of Exercise prices | $ 2.25 |
Exercisable Weighted Average Number of Option Outstanding | shares | 33 |
Average Option Price Per share Exercised | 1 year 4 months 24 days |
Options Outstanding and Exercisable Weighted Average Exercise Price | $ 2.02 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of the Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Beginning Balance, Shares | 12,727 | 12,618 |
Weighted average common shares issued | 31 | 60 |
Weighted average number of common shares outstanding | 12,758 | 12,678 |
Diluted weighted average number of common shares outstanding | 12,758 | 12,678 |
Earnings Per Share - Common Sto
Earnings Per Share - Common Stock Equivalents Excluded From the Calculation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 148 | 188 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of business segment | Segment | 2 | |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets held | $ | $ 0 | $ 0 |
Segment Information - Informati
Segment Information - Information on Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 16,570 | $ 29,742 |
Loss from operations | (8,316) | (6,525) |
Identifiable assets | 10,731 | 20,869 |
Capital and intangible asset expenditures | 142 | 469 |
Depreciation and amortization | 622 | 1,820 |
Household Products | ||
Segment Reporting Information [Line Items] | ||
Net sales | 11,763 | 14,152 |
Loss from operations | (6,574) | (3,963) |
Identifiable assets | 5,968 | 13,207 |
Depreciation and amortization | 487 | 1,202 |
Health and Beauty Care Products | ||
Segment Reporting Information [Line Items] | ||
Net sales | 4,807 | 15,590 |
Loss from operations | (1,742) | (2,562) |
Identifiable assets | 3,730 | 6,398 |
Depreciation and amortization | 135 | 618 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Identifiable assets | 1,033 | 1,264 |
Capital and intangible asset expenditures | $ 142 | $ 469 |
Segment Information - Net Sales
Segment Information - Net Sales to Significant Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Entity wide revenue, net sales from major customer | $ 16,570 | $ 29,742 |
Wal-Mart | ||
Segment Reporting Information [Line Items] | ||
Entity wide revenue, net sales from major customer | 7,111 | 11,102 |
Ulta | ||
Segment Reporting Information [Line Items] | ||
Entity wide revenue, net sales from major customer | $ 146 | $ 6,764 |
Segment Information - Outstandi
Segment Information - Outstanding Accounts Receivable from Significant Customers (Details) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Wal-Mart | ||
Segment Reporting Information [Line Items] | ||
Entity wide outstanding accounts receivable percentage from major customer | 32.70% | 51.70% |
Ulta | ||
Segment Reporting Information [Line Items] | ||
Entity wide outstanding accounts receivable percentage from major customer | 0% | 2.90% |
Segment Information - Informa_2
Segment Information - Information About Continuing Operations in Different Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 16,570 | $ 29,742 |
United States | ||
Segment Reporting Information [Line Items] | ||
Net sales | 15,776 | 26,730 |
PRC | ||
Segment Reporting Information [Line Items] | ||
Net sales | 673 | 2,448 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 121 | $ 564 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 29, 2023 | Jan. 23, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Wood Care | ||||
Subsequent Event [Line Items] | ||||
Net sales | $ 4,075 | |||
Floor Restore | ||||
Subsequent Event [Line Items] | ||||
Net sales | $ 5,028 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Total consideration paid | $ 800 | |||
Inventory | $ 1,100 | |||
Royalty percentage | 2% | |||
Royalty fees payment period | 4 years | |||
Employment agreements term | The initial term of the agreements are one year and will renew automatically for 120 day periods thereafter unless either party provides 90 days’ notice on non-renewal. | |||
Subsequent Event | Ms. Pedrazzini | ||||
Subsequent Event [Line Items] | ||||
Officers annual salaries | $ 240 | |||
Subsequent Event | Mr. Arndt | ||||
Subsequent Event [Line Items] | ||||
Officers annual salaries | $ 205 |