| Restatement |
Note 28: Restatement
On April 17, 2023, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) reached a determination that the Company’s previously issued unaudited consolidated financial statements and related disclosures for each of the quarterly periods ended July 2, 2022 and October 1, 2022, should no longer be relied upon because of a material misstatement contained in those two quarterly unaudited condensed consolidated financial statements. In connection with the Company’s preparation of its unaudited condensed consolidated financial statements and related disclosures for each of the two referenced periods, the Company’s management and Audit Committee relied upon the report issued by a third-party valuation firm to determine the carrying value of the promissory note the Company had received from SPYR Technologies, Inc. (the “SPYR Note”), in connection with the Company’s sale of the assets of its GeoTraq, Inc. subsidiary to SPYR Technologies, Inc. in the first quarter of the Company’s 2022 fiscal year. At December 31, 2022, the Company reviewed the original valuation of the Promissory Note to determine if the original 10.5% used to discount the Note was appropriate. In connection with this review, the Company determined that the discount rate should be revised to 14.5%.
The Company’s management and the Audit Committee discussed the matters with Frazier & Deeter, LLC, the Company’s independent registered public accounting firm for the 2022 fiscal year, and with WSRP, LLC, the Company’s independent registered public accounting firm during the second and third quarters in the 2022 fiscal year and prior fiscal periods since 2019, and determined to restate the Company’s unaudited condensed consolidated financial statements for the second and third fiscal quarters ended July 2, 2022, and October 1, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2,
2022 |
|
|
January 1,
2022 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,181 |
|
$ |
— |
|
$ |
1,181 |
|
|
$ |
705 |
|
Trade and other receivables, net |
|
|
4,273 |
|
|
— |
|
|
4,273 |
|
|
|
4,220 |
|
Income taxes receivable |
|
|
12 |
|
|
— |
|
|
12 |
|
|
|
— |
|
Inventories |
|
|
494 |
|
|
— |
|
|
494 |
|
|
|
1,209 |
|
Prepaid expenses and other current assets |
|
|
869 |
|
|
— |
|
|
869 |
|
|
|
1,423 |
|
Total current assets |
|
|
6,829 |
|
|
— |
|
|
6,829 |
|
|
|
7,557 |
|
Property and equipment, net |
|
|
2,676 |
|
|
— |
|
|
2,676 |
|
|
|
2,113 |
|
Right to use asset - operating leases |
|
|
4,268 |
|
|
— |
|
|
4,268 |
|
|
|
3,671 |
|
Intangible assets, net |
|
|
345 |
|
|
— |
|
|
345 |
|
|
|
268 |
|
Note receivable, net |
|
|
11,277 |
|
|
(1,812 |
) |
|
9,465 |
|
|
|
— |
|
Marketable securities |
|
|
570 |
|
|
— |
|
|
570 |
|
|
|
— |
|
Deposits and other assets |
|
|
1,554 |
|
|
— |
|
|
1,554 |
|
|
|
1,556 |
|
Total assets |
|
$ |
27,519 |
|
$ |
(1,812 |
) |
$ |
25,707 |
|
|
$ |
15,165 |
|
Liabilities and Stockholders' Equity (Deficit) |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
5,839 |
|
$ |
— |
|
$ |
5,839 |
|
|
$ |
5,266 |
|
Accrued liabilities - other |
|
|
4,963 |
|
|
— |
|
|
4,963 |
|
|
|
5,232 |
|
Accrued liability - California Sales Taxes |
|
|
6,140 |
|
|
— |
|
|
6,140 |
|
|
|
6,022 |
|
Lease obligation short–term - operating leases |
|
|
1,405 |
|
|
— |
|
|
1,405 |
|
|
|
1,304 |
|
Short–term debt |
|
|
— |
|
|
— |
|
|
— |
|
|
|
288 |
|
Current portion of notes payable |
|
|
315 |
|
|
— |
|
|
315 |
|
|
|
261 |
|
Current portion of related party note payable |
|
|
223 |
|
|
— |
|
|
223 |
|
|
|
1,000 |
|
Total current liabilities |
|
|
18,885 |
|
|
— |
|
|
18,885 |
|
|
|
19,373 |
|
Lease obligation long term - operating leases |
|
|
2,964 |
|
|
— |
|
|
2,964 |
|
|
|
2,470 |
|
Long–term portion of notes payable |
|
|
1,509 |
|
|
— |
|
|
1,509 |
|
|
|
1,318 |
|
Long-term portion related party note payable |
|
|
724 |
|
|
— |
|
|
724 |
|
|
|
— |
|
Other noncurrent liabilities |
|
|
219 |
|
|
— |
|
|
219 |
|
|
|
680 |
|
Total liabilities |
|
|
24,301 |
|
|
— |
|
|
24,301 |
|
|
|
23,841 |
|
Commitments and contingencies (Note 15) |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
|
|
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized,
222,588 and 238,729 shares issued and outstanding at July 2, 2022 and
January 1, 2022, respectively |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.001 per share, 10,000,000 shares authorized,
3,150,230 and 2,827,410 shares issued and outstanding at July 2, 2022
and January 1, 2022, respectively |
|
|
2 |
|
|
— |
|
|
2 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
45,747 |
|
|
— |
|
|
45,747 |
|
|
|
45,743 |
|
Accumulated deficit |
|
|
(41,914 |
) |
|
(1,812 |
) |
|
(43,726 |
) |
|
|
(53,804 |
) |
Accumulated other comprehensive loss |
|
|
(617 |
) |
|
— |
|
|
(617 |
) |
|
|
(617 |
) |
Total stockholders' equity (deficit) |
|
|
3,218 |
|
|
(1,812 |
) |
|
1,406 |
|
|
|
(8,676 |
) |
Total liabilities and stockholders' equity (deficit) |
|
$ |
27,519 |
|
$ |
(1,812 |
) |
$ |
25,707 |
|
|
$ |
15,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Thirteen Weeks Ended |
|
|
For the Twenty Six Weeks Ended |
|
|
|
July 2,
2022 |
|
|
July 3,
2021 |
|
|
July 2,
2022 |
|
|
July 3,
2021 |
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
Revenues |
|
$ |
10,538 |
|
$ |
— |
|
$ |
10,538 |
|
|
$ |
8,606 |
|
|
$ |
19,862 |
|
$ |
— |
|
$ |
19,862 |
|
|
$ |
17,278 |
|
Cost of revenues |
|
|
8,889 |
|
|
— |
|
|
8,889 |
|
|
|
6,863 |
|
|
|
16,360 |
|
|
— |
|
|
16,360 |
|
|
|
14,114 |
|
Gross profit |
|
|
1,649 |
|
|
— |
|
|
1,649 |
|
|
|
1,743 |
|
|
|
3,502 |
|
|
— |
|
|
3,502 |
|
|
|
3,164 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
2,908 |
|
|
— |
|
|
2,908 |
|
|
|
4,595 |
|
|
|
5,853 |
|
|
— |
|
|
5,853 |
|
|
|
8,125 |
|
Gain on sale of GeoTraq |
|
|
(12,091 |
) |
|
12,091 |
|
|
— |
|
|
|
— |
|
|
|
(12,091 |
) |
|
12,091 |
|
|
— |
|
|
|
— |
|
Operating income (loss) |
|
|
10,832 |
|
|
(12,091 |
) |
|
(1,259 |
) |
|
|
(2,852 |
) |
|
|
9,740 |
|
|
(12,091 |
) |
|
(2,351 |
) |
|
|
(4,961 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(98 |
) |
|
(38 |
) |
|
(136 |
) |
|
|
(125 |
) |
|
|
(290 |
) |
|
(38 |
) |
|
(328 |
) |
|
|
(198 |
) |
Gain on Payroll Protection Program loan forgiveness |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,872 |
|
Gain (loss) on litigation settlement, net |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1,950 |
) |
|
|
1,835 |
|
|
— |
|
|
1,835 |
|
|
|
(1,950 |
) |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
— |
|
|
— |
|
|
|
131 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
941 |
|
Gain on reversal of contingency loss |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
637 |
|
|
— |
|
|
637 |
|
|
|
— |
|
Unrealized loss on marketable securities |
|
|
(376 |
) |
|
— |
|
|
(376 |
) |
|
|
— |
|
|
|
(376 |
) |
|
— |
|
|
(376 |
) |
|
|
— |
|
Other income, net |
|
|
333 |
|
|
— |
|
|
333 |
|
|
|
22 |
|
|
|
359 |
|
|
— |
|
|
359 |
|
|
|
22 |
|
Total other income (expense), net |
|
|
(141 |
) |
|
(38 |
) |
|
(179 |
) |
|
|
(1,922 |
) |
|
|
2,165 |
|
|
(38 |
) |
|
2,127 |
|
|
|
687 |
|
Income (loss) from operations before provision for income taxes |
|
|
10,691 |
|
|
(12,129 |
) |
|
(1,438 |
) |
|
|
(4,774 |
) |
|
|
11,905 |
|
|
(12,129 |
) |
|
(224 |
) |
|
|
(4,274 |
) |
Provision (benefit) for income taxes |
|
|
4 |
|
|
— |
|
|
4 |
|
|
|
205 |
|
|
|
7 |
|
|
— |
|
|
7 |
|
|
|
203 |
|
Net income (loss) from continuing operations |
|
|
10,687 |
|
|
(12,129 |
) |
|
(1,442 |
) |
|
|
(4,979 |
) |
|
|
11,898 |
|
|
(12,129 |
) |
|
(231 |
) |
|
|
(4,477 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from discontinued operations |
|
|
— |
|
$ |
10,317 |
|
$ |
10,317 |
|
|
|
— |
|
|
|
— |
|
|
10,317 |
|
|
10,317 |
|
|
|
— |
|
Net income (loss) |
|
$ |
10,687 |
|
$ |
(1,812 |
) |
$ |
8,875 |
|
|
$ |
(4,979 |
) |
|
$ |
11,898 |
|
$ |
(1,812 |
) |
$ |
10,086 |
|
|
$ |
(4,477 |
) |
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per share from continuing operations |
|
$ |
3.39 |
|
$ |
(3.85 |
) |
$ |
(0.46 |
) |
|
$ |
(2.07 |
) |
|
$ |
3.78 |
|
$ |
(3.85 |
) |
$ |
(0.07 |
) |
|
$ |
(1.94 |
) |
Diluted income per share from continuing operations |
|
$ |
3.06 |
|
$ |
(3.85 |
) |
$ |
(0.46 |
) |
|
$ |
(2.07 |
) |
|
$ |
3.40 |
|
$ |
(3.85 |
) |
$ |
(0.07 |
) |
|
$ |
(1.94 |
) |
Basic income per share from discontinued operations |
|
$ |
— |
|
$ |
3.27 |
|
$ |
3.27 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
3.27 |
|
$ |
3.27 |
|
|
$ |
— |
|
Diluted income per share from discontinued operations |
|
$ |
— |
|
$ |
2.95 |
|
$ |
2.95 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
2.95 |
|
$ |
2.95 |
|
|
$ |
— |
|
Basic income per share |
|
$ |
3.39 |
|
$ |
(0.58 |
) |
$ |
2.82 |
|
|
$ |
(2.07 |
) |
|
$ |
3.78 |
|
$ |
(0.58 |
) |
$ |
3.20 |
|
|
$ |
(1.94 |
) |
Diluted income per share |
|
$ |
3.06 |
|
$ |
(0.58 |
) |
$ |
2.54 |
|
|
$ |
(2.07 |
) |
|
$ |
3.40 |
|
$ |
(0.58 |
) |
$ |
2.88 |
|
|
$ |
(1.94 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
|
2,405,410 |
|
|
|
3,150,230 |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
|
2,312,024 |
|
Diluted |
|
|
3,496,250 |
|
|
3,496,250 |
|
|
3,496,250 |
|
|
|
2,405,410 |
|
|
|
3,496,250 |
|
|
3,496,250 |
|
|
3,496,250 |
|
|
|
2,312,024 |
|
Net income (loss) |
|
$ |
10,687 |
|
$ |
(1,812 |
) |
$ |
8,875 |
|
|
$ |
(4,979 |
) |
|
$ |
11,898 |
|
$ |
(1,812 |
) |
$ |
10,086 |
|
|
$ |
(4,477 |
) |
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency translation adjustments |
|
|
41 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
(42 |
) |
Total other comprehensive income (loss), net of tax |
|
|
41 |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
(42 |
) |
Comprehensive income (loss) |
|
$ |
10,728 |
|
$ |
(1,812 |
) |
$ |
8,875 |
|
|
$ |
(4,979 |
) |
|
$ |
11,898 |
|
$ |
(1,812 |
) |
$ |
10,086 |
|
|
$ |
(4,519 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred |
|
|
Common Stock |
|
|
Additional
Paid-in |
|
|
Accumulated |
|
|
Accumulated
Other
Comprehensive |
|
|
Total
Stockholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(As restated) |
|
Balance, January 1, 2022 |
|
|
238,729 |
|
|
$ |
— |
|
|
|
2,827,410 |
|
|
$ |
2 |
|
|
$ |
45,743 |
|
|
$ |
(53,804 |
) |
|
$ |
(617 |
) |
|
$ |
(8,676 |
) |
Share based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
(41 |
) |
|
|
(49 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,211 |
|
|
|
— |
|
|
|
1,211 |
|
Balance, April 2, 2022 |
|
|
238,729 |
|
|
|
— |
|
|
|
2,827,410 |
|
|
|
2 |
|
|
|
45,747 |
|
|
|
(52,601 |
) |
|
|
(658 |
) |
|
|
(7,510 |
) |
Series A-1 preferred converted |
|
|
(16,141 |
) |
|
|
— |
|
|
|
322,820 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41 |
|
|
|
41 |
|
Net income, as restated |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,687 |
|
|
|
— |
|
|
|
10,687 |
|
Balance, July 2, 2022 |
|
|
222,588 |
|
|
$ |
— |
|
|
|
3,150,230 |
|
|
$ |
2 |
|
|
$ |
45,747 |
|
|
$ |
(41,914 |
) |
|
$ |
(617 |
) |
|
$ |
3,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twenty Six Weeks Ended |
|
|
|
July 2, 2022 |
|
|
July 3, 2021 |
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
11,898 |
|
$ |
(12,129 |
) |
$ |
(231 |
) |
|
$ |
(4,477 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
270 |
|
|
— |
|
|
270 |
|
|
|
2,090 |
|
Amortization of debt issuance costs |
|
|
7 |
|
|
— |
|
|
7 |
|
|
|
— |
|
Stock based compensation expense |
|
|
4 |
|
|
— |
|
|
4 |
|
|
|
180 |
|
Accretion of note receivable discount |
|
|
(27 |
) |
|
(38 |
) |
|
(65 |
) |
|
|
— |
|
Gain on legal settlement |
|
|
(115 |
) |
|
— |
|
|
(115 |
) |
|
|
— |
|
Gain on Payroll Protection Program loan forgiveness |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1,872 |
) |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(941 |
) |
Gain on reversal of contingent liability |
|
|
(637 |
) |
|
— |
|
|
(637 |
) |
|
|
— |
|
Gain on sale of GeoTraq |
|
|
(12,091 |
) |
|
1,850 |
|
|
(10,241 |
) |
|
|
— |
|
Unrealized loss on marketable securities |
|
|
376 |
|
|
— |
|
|
376 |
|
|
|
— |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(53 |
) |
|
— |
|
|
(53 |
) |
|
|
(204 |
) |
Income taxes receivable |
|
|
(12 |
) |
|
— |
|
|
(12 |
) |
|
|
173 |
|
Prepaid expenses and other current assets |
|
|
554 |
|
|
— |
|
|
554 |
|
|
|
110 |
|
Inventories |
|
|
610 |
|
|
— |
|
|
610 |
|
|
|
303 |
|
Right of use assets |
|
|
(597 |
) |
|
— |
|
|
(597 |
) |
|
|
(681 |
) |
Lease liability |
|
|
595 |
|
|
— |
|
|
595 |
|
|
|
650 |
|
Accounts payable and accrued expenses |
|
|
713 |
|
|
— |
|
|
713 |
|
|
|
2,485 |
|
Deposits and other Assets |
|
|
(6 |
) |
|
— |
|
|
(6 |
) |
|
|
(123 |
) |
Net cash provided by (used in) operating activities |
|
|
1,489 |
|
|
(10,317 |
) |
|
(8,828 |
) |
|
|
(2,307 |
) |
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(721 |
) |
|
— |
|
|
(721 |
) |
|
|
(1,458 |
) |
Purchases of intangibles |
|
|
(189 |
) |
|
— |
|
|
(189 |
) |
|
|
(65 |
) |
Net cash used in investing activities |
|
|
(910 |
) |
|
— |
|
|
(910 |
) |
|
|
(1,523 |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Proceeds from equity financing, net |
|
|
— |
|
|
— |
|
|
— |
|
|
|
5,544 |
|
Proceeds from stock option exercise |
|
|
— |
|
|
— |
|
|
— |
|
|
|
27 |
|
Proceeds from notes payable |
|
|
366 |
|
|
— |
|
|
366 |
|
|
|
1,835 |
|
Payments on related party notes payable |
|
|
(53 |
) |
|
— |
|
|
(53 |
) |
|
|
— |
|
Payments on notes payable |
|
|
(128 |
) |
|
— |
|
|
(128 |
) |
|
|
(59 |
) |
Payments on short-term notes payable |
|
|
(288 |
) |
|
— |
|
|
(288 |
) |
|
|
(144 |
) |
Net cash provided by (used in) financing activities |
|
|
(103 |
) |
|
— |
|
|
(103 |
) |
|
|
7,203 |
|
Effect of changes in exchange rate on cash and cash equivalents |
|
|
— |
|
|
|
|
— |
|
|
|
(42 |
) |
INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
476 |
|
|
(10,317 |
) |
|
(9,841 |
) |
|
|
3,331 |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
705 |
|
|
|
|
705 |
|
|
|
379 |
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
1,181 |
|
$ |
(10,317 |
) |
$ |
(9,136 |
) |
|
$ |
3,710 |
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
120 |
|
$ |
— |
|
$ |
120 |
|
|
$ |
84 |
|
Income taxes paid |
|
|
54 |
|
|
— |
|
|
54 |
|
|
|
28 |
|
Right to use asset - operating leases capitalized |
|
|
1,451 |
|
|
— |
|
|
1,451 |
|
|
|
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 1,
2022 |
|
|
January 1,
2022 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
868 |
|
$ |
— |
|
$ |
868 |
|
|
$ |
705 |
|
Trade and other receivables, net |
|
|
6,834 |
|
|
— |
|
|
6,834 |
|
|
|
4,220 |
|
Inventories |
|
|
415 |
|
|
— |
|
|
415 |
|
|
|
1,209 |
|
Prepaid expenses and other current assets |
|
|
1,248 |
|
|
— |
|
|
1,248 |
|
|
|
1,423 |
|
Total current assets |
|
|
9,365 |
|
|
— |
|
|
9,365 |
|
|
|
7,557 |
|
Property and equipment, net |
|
|
2,656 |
|
|
— |
|
|
2,656 |
|
|
|
2,113 |
|
Right to use asset - operating leases |
|
|
5,733 |
|
|
— |
|
|
5,733 |
|
|
|
3,671 |
|
Intangible assets, net |
|
|
328 |
|
|
— |
|
|
328 |
|
|
|
268 |
|
Note receivable, net |
|
|
11,345 |
|
|
(1,719 |
) |
|
9,626 |
|
|
|
— |
|
Marketable securities |
|
|
300 |
|
|
— |
|
|
300 |
|
|
|
— |
|
Deposits and other assets |
|
|
1,577 |
|
|
— |
|
|
1,577 |
|
|
|
1,556 |
|
Total assets |
|
$ |
31,304 |
|
$ |
(1,719 |
) |
$ |
29,585 |
|
|
$ |
15,165 |
|
Liabilities and Stockholders' Equity (Deficit) |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
6,065 |
|
|
— |
|
$ |
6,065 |
|
|
$ |
5,266 |
|
Accrued liabilities - other |
|
|
5,575 |
|
|
— |
|
|
5,575 |
|
|
|
5,232 |
|
Accrued liability - California Sales Taxes |
|
|
6,202 |
|
|
— |
|
|
6,202 |
|
|
|
6,022 |
|
Lease obligation short–term - operating leases |
|
|
1,711 |
|
|
— |
|
|
1,711 |
|
|
|
1,304 |
|
Short–term debt |
|
|
3,657 |
|
|
— |
|
|
3,657 |
|
|
|
288 |
|
Current portion of notes payable |
|
|
406 |
|
|
— |
|
|
406 |
|
|
|
261 |
|
Current portion of related party note payable |
|
|
228 |
|
|
— |
|
|
228 |
|
|
|
1,000 |
|
Total current liabilities |
|
|
23,844 |
|
|
— |
|
|
23,844 |
|
|
|
19,373 |
|
Lease obligation long term - operating leases |
|
|
4,179 |
|
|
— |
|
|
4,179 |
|
|
|
2,470 |
|
Notes payable - long term portion |
|
|
1,425 |
|
|
— |
|
|
1,425 |
|
|
|
1,318 |
|
Long-term portion related party note payable |
|
|
665 |
|
|
— |
|
|
665 |
|
|
|
— |
|
Other noncurrent liabilities |
|
|
46 |
|
|
— |
|
|
46 |
|
|
|
680 |
|
Total liabilities |
|
|
30,159 |
|
|
— |
|
|
30,159 |
|
|
|
23,841 |
|
Commitments and contingencies (Note 16) |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
|
|
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized,
222,588 and 238,729 shares issued and outstanding at October 1, 2022 and
January 1, 2022, respectively |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.001 per share, 200,000,000 shares authorized,
3,150,230 and 2,827,410 shares issued and outstanding at October 1, 2022
and January 1, 2022, respectively |
|
|
3 |
|
|
— |
|
|
3 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
45,747 |
|
|
— |
|
|
45,747 |
|
|
|
45,743 |
|
Accumulated deficit |
|
|
(43,988 |
) |
|
(1,719 |
) |
|
(45,707 |
) |
|
|
(53,804 |
) |
Accumulated other comprehensive loss |
|
|
(617 |
) |
|
— |
|
|
(617 |
) |
|
|
(617 |
) |
Total stockholders' equity (deficit) |
|
|
1,145 |
|
|
(1,719 |
) |
|
(574 |
) |
|
|
(8,676 |
) |
Total liabilities and stockholders' equity (deficit) |
|
$ |
31,304 |
|
$ |
(1,719 |
) |
$ |
29,585 |
|
|
$ |
15,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Thirteen Weeks Ended |
|
|
For the Thirty-Nine Weeks Ended |
|
|
|
October 1,
2022 |
|
|
October 2,
2021 |
|
|
October 1,
2022 |
|
|
October 2,
2021 |
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
Revenues |
|
$ |
8,587 |
|
$ |
— |
|
$ |
8,587 |
|
|
$ |
12,113 |
|
|
$ |
28,449 |
|
$ |
— |
|
$ |
28,449 |
|
|
$ |
29,391 |
|
Cost of revenues |
|
|
7,553 |
|
|
— |
|
|
7,553 |
|
|
|
9,032 |
|
|
|
23,913 |
|
|
— |
|
|
23,913 |
|
|
|
23,146 |
|
Gross profit |
|
|
1,034 |
|
|
— |
|
|
1,034 |
|
|
|
3,081 |
|
|
|
4,536 |
|
|
— |
|
|
4,536 |
|
|
|
6,245 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
2,858 |
|
|
— |
|
|
2,858 |
|
|
|
3,925 |
|
|
|
8,711 |
|
|
— |
|
|
8,711 |
|
|
|
12,050 |
|
Gain on sale of GeoTraq |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
(12,091 |
) |
|
12,091 |
|
|
— |
|
|
|
— |
|
Operating income (loss) |
|
|
(1,824 |
) |
|
— |
|
|
(1,824 |
) |
|
|
(844 |
) |
|
|
7,916 |
|
|
(12,091 |
) |
|
(4,175 |
) |
|
|
(5,805 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net |
|
|
36 |
|
|
(68 |
) |
|
(32 |
) |
|
|
(125 |
) |
|
|
(254 |
) |
|
(106 |
) |
|
(360 |
) |
|
|
(323 |
) |
Gain on Payroll Protection Program loan forgiveness |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
1,872 |
|
Gain (loss) on litigation settlement, net |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
1,835 |
|
|
— |
|
|
1,835 |
|
|
|
(1,950 |
) |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
— |
|
|
— |
|
|
|
11 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
952 |
|
Gain on reversal of contingency loss |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
637 |
|
|
— |
|
|
637 |
|
|
|
— |
|
Unrealized loss on marketable securities |
|
|
(270 |
) |
|
— |
|
|
(270 |
) |
|
|
— |
|
|
|
(646 |
) |
|
— |
|
|
(646 |
) |
|
|
— |
|
Other income, net |
|
|
— |
|
|
— |
|
|
— |
|
|
|
23 |
|
|
|
359 |
|
|
— |
|
|
359 |
|
|
|
45 |
|
Total other income (expense), net |
|
|
(234 |
) |
|
(68 |
) |
|
(302 |
) |
|
|
(91 |
) |
|
|
1,931 |
|
|
(106 |
) |
|
1,825 |
|
|
|
596 |
|
Income (loss) from operations before provision for income taxes |
|
|
(2,058 |
) |
|
(68 |
) |
|
(2,126 |
) |
|
|
(935 |
) |
|
|
9,847 |
|
|
(12,197 |
) |
|
(2,350 |
) |
|
|
(5,209 |
) |
Provision for income taxes |
|
|
16 |
|
|
— |
|
|
16 |
|
|
|
33 |
|
|
|
23 |
|
|
|
|
23 |
|
|
|
236 |
|
Net income (loss) |
|
|
(2,074 |
) |
|
(68 |
) |
|
(2,142 |
) |
|
|
(968 |
) |
|
|
9,824 |
|
|
(12,197 |
) |
|
(2,373 |
) |
|
|
(5,445 |
) |
Net income from discontinued operations |
|
|
— |
|
|
94 |
|
|
94 |
|
|
|
— |
|
|
|
— |
|
|
10,478 |
|
|
10,478 |
|
|
|
|
Net income (loss) |
|
$ |
(2,074 |
) |
$ |
26 |
|
$ |
(2,048 |
) |
|
$ |
(968 |
) |
|
$ |
9,824 |
|
$ |
(1,719 |
) |
$ |
8,105 |
|
|
$ |
(5,445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per share from continuing operations |
|
$ |
(0.66 |
) |
$ |
(0.02 |
) |
$ |
(0.68 |
) |
|
$ |
(0.34 |
) |
|
$ |
3.12 |
|
$ |
(3.87 |
) |
$ |
(0.75 |
) |
|
$ |
(2.09 |
) |
Diluted income per share from continuing operations |
|
$ |
(0.66 |
) |
$ |
(0.02 |
) |
$ |
(0.68 |
) |
|
$ |
(0.34 |
) |
|
$ |
2.81 |
|
$ |
(3.87 |
) |
$ |
(0.75 |
) |
|
$ |
(2.09 |
) |
Basic income per share from discontinued operations |
|
$ |
— |
|
$ |
0.03 |
|
$ |
0.03 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
3.33 |
|
$ |
3.33 |
|
|
$ |
— |
|
Diluted income per share from discontinued operations |
|
$ |
— |
|
$ |
0.03 |
|
$ |
0.03 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
3.00 |
|
$ |
3.00 |
|
|
$ |
— |
|
Basic income per share |
|
$ |
(0.66 |
) |
$ |
0.01 |
|
$ |
(0.65 |
) |
|
$ |
(0.34 |
) |
|
$ |
3.12 |
|
$ |
(0.55 |
) |
$ |
2.57 |
|
|
$ |
(2.09 |
) |
Diluted income per share |
|
$ |
(0.66 |
) |
$ |
0.01 |
|
$ |
(0.65 |
) |
|
$ |
(0.34 |
) |
|
$ |
2.81 |
|
$ |
(0.55 |
) |
$ |
2.32 |
|
|
$ |
(2.09 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
|
2,827,410 |
|
|
|
3,150,230 |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
|
2,601,827 |
|
Diluted |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
3,150,230 |
|
|
|
2,827,410 |
|
|
|
3,496,003 |
|
|
3,496,003 |
|
|
3,496,003 |
|
|
|
2,601,827 |
|
Net income (loss) |
|
$ |
(2,074 |
) |
$ |
26 |
|
$ |
(2,048 |
) |
|
$ |
(968 |
) |
|
$ |
9,824 |
|
$ |
(1,719 |
) |
$ |
8,105 |
|
|
$ |
(5,445 |
) |
Other comprehensive loss, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency translation adjustments |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
(42 |
) |
Total other comprehensive income loss, net of tax |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
(42 |
) |
Comprehensive income (loss) |
|
$ |
(2,074 |
) |
$ |
26 |
|
$ |
(2,048 |
) |
|
$ |
(968 |
) |
|
$ |
9,824 |
|
$ |
(1,719 |
) |
$ |
8,105 |
|
|
$ |
(5,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred |
|
|
Common Stock |
|
|
Additional
Paid-in |
|
|
Accumulated |
|
|
Accumulated
Other
Comprehensive |
|
|
Total
Stockholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(As restated) |
|
Balance, January 1, 2022 |
|
|
238,729 |
|
|
$ |
— |
|
|
|
2,827,410 |
|
|
$ |
2 |
|
|
$ |
45,743 |
|
|
$ |
(53,804 |
) |
|
$ |
(617 |
) |
|
$ |
(8,676 |
) |
Share based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8 |
) |
|
|
(41 |
) |
|
|
(49 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,211 |
|
|
|
— |
|
|
|
1,211 |
|
Balance, April 2, 2022 |
|
|
238,729 |
|
|
|
— |
|
|
|
2,827,410 |
|
|
|
2 |
|
|
|
45,747 |
|
|
|
(52,601 |
) |
|
|
(658 |
) |
|
|
(7,510 |
) |
Series A-1 preferred converted |
|
|
(16,141 |
) |
|
|
— |
|
|
|
322,820 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41 |
|
|
|
41 |
|
Net income, as restated |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,687 |
|
|
|
— |
|
|
|
10,687 |
|
Balance, July 2, 2022 |
|
|
222,588 |
|
|
|
— |
|
|
|
3,150,230 |
|
|
|
3 |
|
|
|
45,747 |
|
|
|
(41,914 |
) |
|
|
(617 |
) |
|
|
3,219 |
|
Net income, as restated |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,074 |
) |
|
|
— |
|
|
|
(2,074 |
) |
Balance, October 1, 2022 |
|
|
222,588 |
|
|
$ |
— |
|
|
|
3,150,230 |
|
|
$ |
3 |
|
|
$ |
45,747 |
|
|
$ |
(43,988 |
) |
|
$ |
(617 |
) |
|
$ |
1,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Thirty-Nine Weeks Ended |
|
|
|
October 1, 2022 |
|
|
October 2, 2021 |
|
|
|
Previously Reported |
|
Effect of Restatement |
|
As restated |
|
|
|
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
9,824 |
|
$ |
(12,197 |
) |
$ |
(2,373 |
) |
|
$ |
(5,445 |
) |
Adjustments to reconcile net income (loss) to net cash used in operating
activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
347 |
|
|
— |
|
|
347 |
|
|
|
3,136 |
|
Amortization of debt issuance costs |
|
|
10 |
|
|
— |
|
|
10 |
|
|
|
— |
|
Stock based compensation expense |
|
|
4 |
|
|
— |
|
|
4 |
|
|
|
274 |
|
Accretion of note receivable discount |
|
|
(95 |
) |
|
(131 |
) |
|
(226 |
) |
|
|
— |
|
Gain on legal settlement |
|
|
(115 |
) |
|
— |
|
|
(115 |
) |
|
|
— |
|
Gain on Payroll Protection Program loan forgiveness |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1,872 |
) |
Gain on settlement of vendor advance payments |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(952 |
) |
Gain on reversal of contingent liability |
|
|
(637 |
) |
|
— |
|
|
(637 |
) |
|
|
— |
|
Gain on sale of GeoTraq |
|
|
(12,091 |
) |
|
1,850 |
|
|
(10,241 |
) |
|
|
— |
|
Unrealized loss on marketable securities |
|
|
646 |
|
|
— |
|
|
646 |
|
|
|
— |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(2,614 |
) |
|
— |
|
|
(2,614 |
) |
|
|
(1,931 |
) |
Income taxes receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
|
196 |
|
Prepaid expenses and other current assets |
|
|
176 |
|
|
— |
|
|
176 |
|
|
|
(71 |
) |
Inventories |
|
|
689 |
|
|
— |
|
|
689 |
|
|
|
478 |
|
Right of use assets |
|
|
54 |
|
|
— |
|
|
54 |
|
|
|
(995 |
) |
Lease liability |
|
|
— |
|
|
— |
|
|
— |
|
|
|
971 |
|
Accounts payable and accrued expenses |
|
|
1,440 |
|
|
— |
|
|
1,440 |
|
|
|
2,840 |
|
Deposits and other Assets |
|
|
(29 |
) |
|
— |
|
|
(29 |
) |
|
|
(114 |
) |
Net cash used in operating activities |
|
|
(2,391 |
) |
|
(10,478 |
) |
|
(12,869 |
) |
|
|
(3,485 |
) |
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(736 |
) |
|
— |
|
|
(736 |
) |
|
|
(1,530 |
) |
Purchases of intangibles |
|
|
(214 |
) |
|
— |
|
|
(214 |
) |
|
|
(65 |
) |
Net cash used in investing activities |
|
|
(950 |
) |
|
— |
|
|
(950 |
) |
|
|
(1,595 |
) |
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
Proceeds from equity financing, net |
|
|
— |
|
|
— |
|
|
— |
|
|
|
5,544 |
|
Proceeds from issuance of short-term notes payable |
|
|
648 |
|
|
— |
|
|
648 |
|
|
|
538 |
|
Proceeds from stock option exercise |
|
|
— |
|
|
— |
|
|
— |
|
|
|
27 |
|
Proceeds from notes payable |
|
|
4,052 |
|
|
— |
|
|
4,052 |
|
|
|
1,835 |
|
Payments on related party notes payable |
|
|
(107 |
) |
|
— |
|
|
(107 |
) |
|
|
— |
|
Payments on notes payable |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(58 |
) |
Payments on short-term notes payable |
|
|
(1,089 |
) |
|
— |
|
|
(1,089 |
) |
|
|
(323 |
) |
Net cash provided by financing activities |
|
|
3,504 |
|
|
— |
|
|
3,504 |
|
|
|
7,563 |
|
Effect of changes in exchange rate on cash and cash equivalents |
|
|
— |
|
|
|
|
— |
|
|
|
(42 |
) |
INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
163 |
|
|
(10,478 |
) |
|
(10,315 |
) |
|
|
2,441 |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
705 |
|
|
— |
|
|
705 |
|
|
|
379 |
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
868 |
|
$ |
(10,478 |
) |
$ |
(9,610 |
) |
|
$ |
2,820 |
|
Supplemental cash flow disclosures: |
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
235 |
|
|
— |
|
$ |
235 |
|
|
$ |
146 |
|
Income taxes paid |
|
|
54 |
|
|
— |
|
|
54 |
|
|
|
28 |
|
Right to use asset - operating leases capitalized |
|
|
1,902 |
|
|
— |
|
|
1,902 |
|
|
|
1,815 |
|
|