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Discontinued Operations | 6 Months Ended
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Jul. 01, 2023
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations As of July 1, 2023, the Company discontinued operations of its Recycling and Technology segments as follows: On March 9, 2023, the Company executed a Stock Purchase Agreement with VM7 Corporation, a Delaware corporation, under which, as of March 1, 2023, the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation, (b) Customer Connexx LLC, a Nevada limited liability company, and (c) ARCA Canada Inc., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”). The principal of the Buyer is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Subsidiaries to the Buyer under the Purchase Agreement was consummated simultaneously with the execution of the Purchase Agreement (see Note 18). On May 24, 2022, the Company entered into an Asset Purchase Agreement with SPYR Technologies Inc., pursuant to which the Company sold to SPYR substantially all the assets and none of the liabilities of its wholly-owned subsidiary GeoTraq Inc. No GeoTraq assets or liabilities were included in discontinued operations at December 31, 2022. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of December 31, 2022, and consist of the following:
| December 31, 2022
Assets from discontinued operations |
Cash and cash equivalents | $ | 53 |
Trade and other receivables, net | 7,816 |
Inventories | 366 |
Prepaid expenses and other current assets | 377 |
Total current assets from discontinued operations | 8,612 |
Property and equipment, net 1 | 2,705 |
Right of use asset - operating leases | 5,290 |
Intangible assets, net 2 | 735 |
Deposits and other assets | 249 |
Total other assets from discontinued operations | 8,979 |
Total assets from discontinued operations | $ | 17,591 |
Liabilities from discontinued operations |
Accounts payable | $ | 4,423 |
Accrued liabilities - other 3 | 3,278 |
Accrued liability - California sales taxes 4 | 6,264 |
Lease obligation short-term - operating leases | 1,631 |
Short-term debt 5 | 4,172 |
Current portion of note payable | 381 |
Related party note | 233 |
Total current liabilities from discontinued operations | 20,382 |
Lease obligation long-term - operating leases | 3,816 |
Notes payable - long-term portion 6 | 1,339 |
Long-term portion related party note payable 7 | 605 |
Total noncurrent liabilities from discontinued operations | 5,760 |
Total liabilities from discontinued operations | $ | 26,142 |
1 The Company’s property and equipment consisted of the following:
| Useful Life (Years) |  | December 31, 2022
Buildings and improvements | 3-30 |  | $ | 85 |
Equipment | 3-15 |  | 3,915 |
Projects under construction |  |  | 1,447 |
Property and equipment |  |  | 5,447 |
Less accumulated depreciation |  |  | (2,742) |
Total property and equipment, net, from discontinued operations |  |  | $ | 2,705 |
Depreciation expense was $0 and $78,000 for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and $60,000 and $158,000 for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively. 2 The Company’s intangible assets consisted of the following:
| December 31, 2022
Patent and domains | $ | 19 |
Computer software | 1,682 |
Intangible assets | 1,701 |
Less accumulated amortization | (966) |
Total intangible assets | $ | 735 |
Amortization expense was $0 and $58,000 for the 13 weeks ended July 1, 2023 and July 2, 2022, respectively, and $36,000 and $112,000 for the 26 weeks ended July 1, 2023 and July 2, 2022, respectively. 3 The Company’s accrued liabilities consisted of the following:
| December 31, 2022
Compensation and benefits | $ | 685 |
Contract liability | 290 |
Accrued incentive and rebate checks | 2,037 |
Accrued taxes | 219 |
Other | 47 |
Total accrued expenses | $ | 3,278 |
Historically the Company operated its recycling business in fourteen states in the U.S. and in various provinces in Canada. From time to time, the Company is subject to sales and use tax audits that could result in additional taxes, penalties and interest owed to various taxing authorities. The California Department of Tax and Fee Administration (formerly known as the California Board of Equalization) (“CDTFA”) conducted a sales and use tax examination covering ARCA Recycling’s California operations for years 2011, 2012, and 2013. The Company believed it was exempt from collecting sales taxes under service agreements with utility customers that included appliance replacement programs. During the fourth quarter of 2014, the Company received communication from the CDTFA indicating they were not in agreement with the Company’s interpretation of the law. As a result, the Company applied for and, as of February 9, 2015, received approval to participate in the CDTFA’s Managed Audit Program. The period covered under this program included the years 2011, 2012, and 2013 and extended through the nine-month period ended September 30, 2014. On April 13, 2017 the Company received the formal CDTFA assessment for sales tax for tax years 2011, 2012, and 2013 in the amount of approximately $4.1 million plus applicable interest of $500,000 related to the appliance replacement programs that the Company administered on behalf of its customers on which it did not assess, collect, or remit sales tax. The Company has appealed this assessment to the CDTFA Appeals Bureau. The appeal remains in process. Interest has continued to accrue until the matter is settled. 4 The Company’s accrual relating to the California sales tax assessment consisted of the following:
| December 31, 2022
Accrued liability - CA sales tax assessment | $ | 4,132 |
Accrued liability - interest on CA sales tax assessment | 2,132 |
Total | $ | 6,264 |
5 The Company’s short-term debt consisted of the following:
| December 31, 2022
Gulf Coast Bank and Trust Company | $ | 4,206 |
Gulf Coast Bank and Trust Company loan origination fees | (34) |
Total | $ | 4,172 |
6 The Company’s long-term debt consisted of the following:
| December 31, 2022
KLC Financial | $ | 1,781 |
KLC Financial loan origination fees | (61) |
Total | 1,720 |
Less current portion | (381) |
Total | $ | 1,339 |
Related Party ICG Note On August 28, 2019, ARCA Recycling entered into and delivered to Isaac Capital Group LLC (“ICG”) a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”). The ICG Note originally matured on August 28, 2020. On August 25, 2020, the ICG Note was amended to extend the maturity date to December 31, 2020. On March 30, 2021, ARCA Recycling entered into a Second Amendment and Waiver (the “Second Amendment”) to the ICG Note to further extend the maturity date to August 18, 2021 and waive certain defaults under the ICG Note. The ICG Note bears interest at 8.75% per annum and provides for the payment of interest, monthly in arrears. ARCA Recycling will pay a loan fee of 2.0% on each borrowing made under the ICG Note. In connection with entering into the ICG Note, the Borrower also entered into a security agreement in favor of the Lender, pursuant to which ARCA Recycling granted a security interest in all of its assets to the Lender. The obligations of ARCA Recycling under the ICG Note are guaranteed by the Company. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of January 1, 2022, the balance due on ICG Note was $1.0 million. Beginning in April 2022, the revolving credit facility was converted to a term note that amortized ratably through its maturity date of March 2026. The principal amount of the note was $1.0 million, and was to bear interest at 8.75% per annum. Monthly payments on this note were approximately $24,767. ICG is a record and beneficial owner of 13.9% of the outstanding common stock of the Company. Jon Isaac is the manager and sole member of ICG, and the son of Tony Isaac, the Chief Executive Officer of JanOne and, previously, ARCA Recycling. 7 The Company’s related party debt consisted of the following:
| December 31, 2022
Isaac Capital Group LLC | $ | 838 |
Total | 838 |
Less current portion | (233) |
Total | $ | 605 |
In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for these entities for the 13 and 26 weeks ended July 1, 2023 and July 2, 2022, respectively, have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following:
| 13 weeks ended |  | 26 Weeks Ended
| July 1, 2023 |  | July 2, 2022 |  | July 1, 2023 |  | July 2, 2022
Revenues | $ | — |  |  | $ | 10,538 |  |  | $ | 3,795 |  |  | $ | 19,862 |
Cost of revenues | — |  |  | 8,889 |  |  | 3,992 |  |  | 16,360 |
Gross profit | — |  |  | 1,649 |  |  | (197) |  |  | 3,502 |
Operating expenses from discontinued operations: |  |  |  |  |  |  |
Selling, general and administrative expenses | $ | — |  |  | $ | 2,251 |  |  | 1,468 |  |  | 4,514 |
Gain on sale of GeoTraq | — |  |  | (10,241) |  |  | (15,824) |  |  | (10,241) |
Total operating expenses from discontinued operations | — |  |  | (7,990) |  |  | (14,356) |  |  | (5,727) |
Operating income from discontinued operations | — |  |  | 9,639 |  |  | 14,159 |  |  | 9,229 |
Other income (expense) from discontinued operations |  |  |  |  |  |  |
Interest expense, net | — |  |  | (807) |  |  | (181) |  |  | (418) |
Loss on litigation settlement | — |  |  | — |  |  | — |  |  | (115) |
Other income (expense), net | 1 |  |  | 273 |  |  | (2) |  |  | (996) |
Total other income (loss), net | 1 |  |  | (534) |  |  | $ | (183) |  |  | $ | (1,529) |
Income before provision for income taxes from discontinued operations | 1 |  |  | 9,105 |  |  | 13,976 |  |  | 7,700 |
Income tax provision (benefit) | (43) |  |  | 4 |  |  | 3,186 |  |  | 7 |
Net income from discontinued operations | $ | 44 |  |  | $ | 9,101 |  |  | $ | 10,790 |  |  | $ | 7,693 |
In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the 26 weeks ended July 1, 2023 and July 2, 2022 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following:
| 26 weeks ended
| July 1, 2023 |  | July 2, 2022
DISCONTINUED OPERATING ACTIVITIES: |  |  |
Net income (loss) from discontinued operations | 10,790 |  |  | 7,693 |
Depreciation and amortization | 96 |  |  | 268 |
Amortization of debt issuance costs | 11 |  |  | 7 |
Amortization of right-of-use assets | 53 |  |  | (2) |
Change in deferred taxes | 3,185 |  |  | — |
Gain on sale of ARCA, net of cash | (15,967) |  |  | — |
Gain on sale of GeoTraq | — |  |  | (10,241) |
Changes in assets and liabilities: |  |  |
Accounts receivable | 2,932 |  |  | 700 |
Inventories | 299 |  |  | 820 |
Prepaid expenses and other current assets | 55 |  |  | 199 |
Accounts payable and accrued expenses | 866 |  |  | 821 |
Other assets | — |  |  | (12) |
Net cash provided by operating activities from discontinued operations | $ | 2,320 |  |  | $ | 253 |
DISCONTINUED INVESTING ACTIVITIES: |  |  |
Purchases of property and equipment | (123) |  |  | (721) |
Purchase of intangible assets | (33) |  |  | (189) |
Net cash used in investing activities from discontinued operations | $ | (156) |  |  | $ | (910) |
DISCONTINUED FINANCING ACTIVITIES: |  |  |
Proceeds from note payable | 5,162 |  |  | 366 |
Payment on related party note | (38) |  |  | (53) |
Proceeds from issuance of short-term notes payable | (7,291) |  |  | — |
Payments on notes payable | (45) |  |  | (128) |
Net cash used in financing activities from discontinued operations | $ | (2,212) |  |  | $ | 185 |
Effect of changes in exchange rate on cash and cash equivalents | (5) |  |  | — |
DECREASE IN CASH AND CASH EQUIVALENTS | (53) |  |  | (472) |
CASH AND CASH EQUIVALENTS, beginning of period | 53 |  |  | 704 |
CASH AND CASH EQUIVALENTS, end of period | $ | — |  |  | $ | 232 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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