Cover
Cover - shares | 3 Months Ended | |
Jan. 20, 2023 | Mar. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 20, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --10-28 | |
Entity File Number | 000-02396 | |
Entity Registrant Name | BRIDGFORD FOODS CORPORATION | |
Entity Central Index Key | 0000014177 | |
Entity Tax Identification Number | 95-1778176 | |
Entity Incorporation, State or Country Code | TX | |
Entity Address, Address Line One | 1707 S. Good-Latimer Expressway | |
Entity Address, City or Town | Dallas | |
Entity Address, Postal Zip Code | 75226 | |
City Area Code | (714) | |
Local Phone Number | 526-5533 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | BRID | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,076,832 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 12,992 | $ 16,333 |
Accounts receivable, less allowance for doubtful accounts of $359 and $177, respectively, and promotional allowances of $3,522 and $2,771, respectively | 32,680 | 34,541 |
Inventories, net | 38,820 | 40,533 |
Refundable income taxes | 1,367 | 1,201 |
Prepaid expenses and other current assets | 1,412 | 321 |
Total current assets | 87,271 | 92,929 |
Property, plant and equipment, net of accumulated depreciation and amortization of $72,300 and $70,968, respectively | 70,640 | 71,830 |
Other non-current assets | 11,700 | 11,589 |
Total assets | 169,611 | 176,348 |
Current liabilities: | ||
Accounts payable | 9,095 | 13,658 |
Accrued payroll, advertising, and other expenses | 7,243 | 6,799 |
Income taxes payable | 224 | 224 |
Current notes payable - equipment | 1,099 | 1,089 |
Current right-of-use leases payable | 1,005 | 1,054 |
Other current liabilities | 1,601 | 4,029 |
Total current liabilities | 20,267 | 26,853 |
Long-term notes payable - equipment | 3,567 | 3,824 |
Deferred income taxes, net | 8,972 | 8,972 |
Long-term right-of-use leases payable | 3,207 | 3,420 |
Other non-current liabilities | 6,341 | 6,954 |
Total liabilities | 42,354 | 50,023 |
Contingencies and commitments (Note 3) | ||
Shareholders’ equity: | ||
Preferred stock, without par value; authorized – 1,000,000 shares; issued and outstanding – none | ||
Common stock, $1.00 par value; authorized – 20,000,000 shares; issued and outstanding – 9,076,832 and 9,076,832 shares, respectively | 9,134 | 9,134 |
Capital in excess of par value | 8,298 | 8,298 |
Retained earnings | 120,250 | 119,318 |
Accumulated other comprehensive loss | (10,425) | (10,425) |
Total shareholders’ equity | 127,257 | 126,325 |
Total liabilities and shareholders’ equity | $ 169,611 | $ 176,348 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 359 | $ 177 |
Accounts receivable, allowance for promotional allowances | 3,522 | 2,771 |
Property, plant and equipment, accumulated depreciation | $ 72,300 | $ 70,968 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 9,076,832 | 9,076,832 |
Common stock, shares outstanding | 9,076,832 | 9,076,832 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 20, 2023 | Jan. 21, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 61,622 | $ 64,086 |
Cost of products sold | 44,556 | 47,693 |
Gross margin | 17,066 | 16,393 |
Selling, general and administrative expenses | 15,794 | 14,731 |
Gain on sale of property, plant, and equipment | (72) | (18) |
Operating income | 1,344 | 1,680 |
Other income (expense) | ||
Interest expense | (125) | (297) |
Cash surrender value (loss) gain | 111 | (1,010) |
Total other expense | (14) | (1,307) |
Income before taxes | 1,330 | 373 |
Provision for income taxes | 398 | 66 |
Net income | $ 932 | $ 307 |
Basic earnings per share | $ 0.10 | $ 0.03 |
Shares used to compute basic earnings per share | 9,076,832 | 9,076,832 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Capital in Excess of Par Value [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Oct. 29, 2021 | $ 9,134 | $ 8,298 | $ 74,252 | $ (16,706) | $ 74,978 |
Beginning balance, shares at Oct. 29, 2021 | 9,076 | ||||
Net income | 307 | 307 | |||
Ending balance, value at Jan. 21, 2022 | $ 9,134 | 8,298 | 74,559 | (16,706) | 75,285 |
Ending balance, shares at Jan. 21, 2022 | 9,076 | ||||
Beginning balance, value at Oct. 28, 2022 | $ 9,134 | 8,298 | 119,318 | (10,425) | 126,325 |
Beginning balance, shares at Oct. 28, 2022 | 9,076 | ||||
Net income | 932 | 932 | |||
Ending balance, value at Jan. 20, 2023 | $ 9,134 | $ 8,298 | $ 120,250 | $ (10,425) | $ 127,257 |
Ending balance, shares at Jan. 20, 2023 | 9,076 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 20, 2023 | Jan. 21, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 932 | $ 307 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 1,448 | 1,544 |
Provision for losses (recovery on) accounts receivable | 187 | (81) |
Increase in promotional allowances | 751 | 1,097 |
Gain on sale of property, plant, and equipment | (72) | (18) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 923 | (3,226) |
Inventories, net | 1,713 | (2,462) |
Prepaid expenses and other current assets | (1,091) | (572) |
Refundable income taxes | (166) | 65 |
Other non-current assets | (111) | 1,010 |
Accounts payable | (4,563) | 1,722 |
Accrued payroll, advertising, and other expenses | (610) | (731) |
Other current liabilities | (1,376) | 1,071 |
Other non-current liabilities | (592) | (1,063) |
Net cash used in operating activities | (2,627) | (1,337) |
Cash flows from investing activities: | ||
Proceeds from sale of property, plant, and equipment | 72 | 18 |
Additions to property, plant, and equipment | (259) | (381) |
Net cash used in investing activities | (187) | (363) |
Cash flows from financing activities: | ||
Payment of lease and right-of-use obligations | (279) | (77) |
Proceeds from borrowings under revolving credit facilities | 4,000 | |
Repayments of bank borrowings | (248) | (616) |
Net cash (used in) provided by financing activities | (527) | 3,307 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (3,341) | 1,607 |
Cash and cash equivalents and restricted cash at beginning of period | 16,333 | 375 |
Cash and cash equivalents and restricted cash at end of period | 12,992 | 1,982 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 567 | |
Cash paid for interest | $ 125 | $ 297 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jan. 20, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies The unaudited Condensed Consolidated Financial Statements of Bridgford Foods Corporation (the “Company”, “we”, “our”, “us”) for the twelve weeks ended January 20, 2023 and January 21, 2022 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X, and include all adjustments considered necessary by management for a fair presentation of the interim periods. This Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended October 28, 2022 (the “Annual Report”). Due to seasonality and other factors, interim results are not necessarily indicative of the results for the full year. Recent accounting pronouncements, if any, and their effect on the Company are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report. We have considered the impact of federal, state, and local government actions related to the COVID-19 pandemic on our Consolidated Financial Statements. The business disruptions associated with the pandemic had a minimal impact on our Consolidated Financial Statements for the fiscal year ended October 28, 2022 and during the twelve weeks ended January 20, 2023. We expect these events to have future business impacts, the extent of which is uncertain and largely subject to whether the pandemic severity worsens. These impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may subject the Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price and availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory. The October 28, 2022, balance sheet amounts within these interim Condensed Consolidated Financial Statements were derived from the audited fiscal year 2022 financial statements included in the Annual Report. The preparation of Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported revenues and expenses during the reporting periods. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property, plant and equipment, and the valuation allowance for the Company’s deferred tax assets. Actual results could materially differ from these estimates. Amounts estimated related to liabilities for self-insured workers’ compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates. Market conditions and the volatility in stock markets may cause significant changes in the measurement of our pension fund liabilities and the performance of our life insurance policies in future periods. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued payroll, and notes payable. The carrying amount of these instruments approximate fair market value due to their short-term maturity or market interest rates. The Company has accounts with nationally recognized financial institutions in excess of the Federal Deposit Insurance Corporation insurance coverage limit. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk with regard to its cash and cash equivalents. The Company grants payment terms to a significant number of customers that are diversified over a wide geographic area. The Company monitors the payment histories of its customers and maintains an allowance for doubtful accounts which is reviewed for adequacy on a quarterly basis. The Company does not require collateral from its customers. Comprehensive income or loss Comprehensive income or loss consists of net income and additional minimum pension liability adjustments. There were no differences between net income (loss) and comprehensive income (loss) during each of the twelve weeks ended January 20, 2023, or January 21, 2022. Customer Concentration > 20% of AR or >10% of Sales The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Customer Concentration Walmart (1) Dollar General Sales AR Sales AR January 20, 2023 30.8 % 35.2 % 13.0 % 24.0 % January 21, 2022 32.1 % 5.4 % 15.8 % 40.6 % (1) Walmart AR represented a higher percentage of consolidated AR as of January 20, 2023, due to terminating the accelerated payments on outstanding accounts receivable on July 1, 2022. Revenue recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment, pickup or delivery to a customer based on terms of the sale. Contracts with customers are typically short-term in nature with completion of a single performance obligation. Product is sold to foodservice, retail, institutional and other distribution channels. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional performance obligation. Costs paid to third party brokers to obtain contracts are recognized as part of selling expenses. Other sundry items in context of the contract are also recognized as selling expense. Any taxes collected on behalf of the government are excluded from net revenue. We record revenue at the transaction price which is measured as the amount of consideration we anticipate receiving in exchange for providing product to our customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts including variable consideration for discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Estimates are reviewed regularly until incentives or product returns are realized and the result of any such adjustments are known. Promotional allowances deducted from sales for the twelve weeks ended January 20, 2023, and January 21, 2022, were $ 3,864 3,503 Leases Leases are recognized in accordance with ASC 842 and Accounting Standards Update (“ASU”) 2016-02 Leases (“ASC 842”) which requires a lessee to recognize assets and liabilities with lease terms of more than twelve months ROU lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. The Company leases warehouse space from time to time that is recorded as ROU lease assets and corresponding lease liabilities. The Company’s leases of long-haul trucks used in its Frozen Food Products segment qualify as finance leases. Finance lease liabilities are recorded under other liabilities, the consolidated balance sheets reflecting both the current and long-term obligation. The classification as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are considered operating or financing. Subsequent events Management has evaluated events subsequent to January 20, 2023, through the date that the accompanying Condensed Consolidated Financial Statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustments of and/or disclosure in such financial statements. On February 27, 2023, the Company modified the lease with Hogshed Ventures, LLC by extending the lease a year after the lease expires on June 30, 2023. The effective date of the lease modification occurred when both the lessee and the lessor approved such modification. The lease modification terms are still being worked out. Based on Management’s review, no other material events were identified that require adjustment to the financial statements or additional disclosure. Basic earnings per share Basic earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or other potentially dilutive convertible securities were outstanding as of January 20, 2023, or January 21, 2022. |
Inventories, net
Inventories, net | 3 Months Ended |
Jan. 20, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 2 – Inventories, net Inventories are comprised of the following at the respective period ends: Schedule of Inventories January 20, 2023 October 28, 2022 Meat, ingredients, and supplies $ 11,341 $ 10,242 Work in progress 2,468 2,432 Finished goods 25,011 27,859 Inventories, net $ 38,820 $ 40,533 Inventories are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. Inventories include the cost of raw materials, labor, and manufacturing overhead. We regularly review inventory quantities on hand and write down any estimated excess, obsolete inventories or impaired balances to net realizable value. An inventory reserve is created when potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower than expected customer demand could result in additional obsolete or slow-moving inventory that cannot be sold or must be sold at reduced prices and could result in additional reserve provisions. We maintain a net realizable reserve of $ 137 131 |
Contingencies and Commitments
Contingencies and Commitments | 3 Months Ended |
Jan. 20, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Note 3 – Contingencies and Commitments The Company generally leases warehouse and/or office facilities throughout the United States through month-to-month rental agreements. In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy election to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term. For further information regarding our lease accounting policy, please refer to Note 1 – Summary of Significant Accounting Policies — Leases. The Company leases three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in 2025. 20 40 two years The Company performed a detailed analysis and determined that the only indication of a long-term lease in addition to transportation leases for long-haul trucks was the warehouse lease with Hogshed Ventures, LLC and Racine Partners 4333 LLC. The Company’s five-year term lease with Racine Partners 4333 LLC, was effective June 1, 2022. A right-of-use asset of $ 3,996 4,026 rd 3.68 A right-of-use asset and corresponding liability for warehouse storage space was recorded for $ 187 We lease this space under a non-cancelable operating lease. This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further this lease does not contain contingent rent provisions. June 30, 2023 The lease with Hogshed Ventures, LLC does not provide an implicit rate and we estimated our incremental interest rate to be approximately 1.6 The following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets: Schedule of Future Minimum Lease Payments Fiscal Year Financing 2023 $ 863 2024 1,009 2025 1,034 2026 1,060 Later Years 602 Total Minimum Lease Payments(a) $ 4,568 Less: Amount representing executory costs (30 ) Less: Amount representing interest(b) (3 ) Present value of future minimum lease payments(c) $ 4,535 (a) Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index. (b) Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases. (c) Reflected in Part I. Financial Information, Item 1. a. of the Condensed Consolidated Balance Sheets as current and noncurrent obligations are capital leases of $ 204 and $ 119 under Other current liabilities and Other non-current liabilities, respectively, and right-of-use leases payable of $ 1,005 and $ 3,207 The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. We purchase large quantities of pork, beef, and flour. These ingredients are generally available from a number of different suppliers although the availability of these ingredients is subject to seasonal variation. We build ingredient inventories to take advantage of downward trends in seasonal prices or anticipated supply limitations. We purchase bulk flour under short-term fixed price contracts at current market prices. The contracts are usually effective for and settle within three months or less. We monitor and manage our ingredient costs to help negate volatile daily swings in market prices when possible. We do not participate in the commodity futures market or hedging to limit commodity exposure. |
Segment Information
Segment Information | 3 Months Ended |
Jan. 20, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 4 – Segment Information The Company has two We evaluate each segment’s performance based on revenues and operating income. Selling, general and administrative (“SG&A”) expenses include corporate accounting, information systems, human resource management and marketing, which are managed at the corporate level. These activities are allocated to each operating segment based on revenues and/or actual usage. Assets managed at the corporate level are not attributable to each operating segment and thus have been included as “other” in the accompanying segment information. The following segment information is presented for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Segment Reporting Information, by Segment Segment Information Twelve weeks Ended January 20, 2023 Frozen Food Products Snack Food Products Other Totals Sales $ 14,399 $ 47,223 $ - $ 61,622 Cost of products sold 10,744 33,812 - 44,556 Gross margin 3,655 13,411 - 17,066 SG&A 3,644 12,150 - 15,794 Gain on sale of property, plant, and equipment - (72 ) - (72 ) Operating income 11 1,333 - 1,344 Total assets $ 15,447 $ 126,719 $ 27,459 $ 169,611 Additions to PP&E $ 45 $ 214 $ - $ 259 Twelve weeks Ended January 21, 2022 Frozen Food Products Snack Food Products Other Totals Sales $ 12,366 $ 51,720 $ - $ 64,086 Cost of products sold 8,851 38,842 - 47,693 Gross margin 3,515 12,878 - 16,393 SG&A 3,086 11,645 - 14,731 Gain on sale of property, plant, and equipment - (18 ) - (18 ) Operating income 429 1,251 - 1,680 Total assets $ 12,664 $ 124,881 $ 23,857 $ 161,402 Additions to PP&E $ 61 $ 320 $ - $ 381 The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Disaggregates Our Sales to Customers Twelve weeks Ended January 20, 2023 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 34,046 $ - $ 34,046 Direct customer warehouse 13,177 - 13,177 Total Snack Food Products 47,223 - 47,223 Distributors 3,207 11,192 14,399 Total Frozen Food Products 3,207 11,192 14,399 Totals $ 50,430 $ 11,192 $ 61,622 Twelve weeks Ended January 21, 2022 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 36,630 $ - $ 36,630 Direct customer warehouse 15,090 - 15,090 Total Snack Food Products 51,720 - 51,720 Distributors 2,940 9,426 12,366 Total Frozen Food Products 2,940 9,426 12,366 Totals $ 54,660 $ 9,426 $ 64,086 (a) Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers. (b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military. |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 20, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 – Income Taxes On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before January 1, 2021. 34,405 On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. Among other significant changes, the Tax Act reduced the corporate federal income tax rate from 35 21 The Company’s effective tax rate was 29.9 17.7 398 As of January 20, 2023, the Company has a federal NOL carry forward of approximately $ 0 4,600 Our federal income tax returns are open to audit under the statute of limitations for the fiscal years 2019 through 2021. We are subject to income tax in Texas and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years 2018 through 2021. |
Equipment Notes Payable and Fin
Equipment Notes Payable and Financial Arrangements | 3 Months Ended |
Jan. 20, 2023 | |
Debt Disclosure [Abstract] | |
Equipment Notes Payable and Financial Arrangements | Note 6 – Equipment Notes Payable and Financial Arrangements Revolving Credit Facility We maintain a revolving line of credit with Wells Fargo Bank, N.A. that extends to August 31, 2023 15,000 2.0 0.25 25,000 15,000 2,000 2,000 2,000 3,000 3,000 2,000 2,000 2,000 18,000 18,000 Equipment Notes Payable On December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”) for up to $ 15,000 Bridge Loan On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $ 25,000 18,653 18,653 The following table reflects major components of our revolving line of credit and borrowing agreements as of January 20, 2023, and October 28, 2022, respectively. Schedule of Line of Credit and Borrowing Agreements January 20, 2023 October 28, 2022 Revolving credit facility $ - $ - Equipment notes: 3.68 04/16/27 4,666 4,913 SOFR plus 2.00 08/31/23 - - Total debt 4,666 4,913 Less current debt (1,099 ) (1,089 ) Total long-term debt $ 3,567 $ 3,824 Loan Covenants The Wells Fargo Loan Agreements collectively contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loan. Material financial covenants are listed below: ● Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter, ● Quick Ratio not less than 0.85 to 1.0 at each fiscal quarter end, ● Net Income After Taxes not less than $500 on a quarterly basis, and ● Capital Expenditures less than $ 5,000 As of January 20, 2023 and October 28, 2022, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 20, 2023 | |
Accounting Policies [Abstract] | |
Comprehensive income or loss | Comprehensive income or loss Comprehensive income or loss consists of net income and additional minimum pension liability adjustments. There were no differences between net income (loss) and comprehensive income (loss) during each of the twelve weeks ended January 20, 2023, or January 21, 2022. |
Customer Concentration > 20% of AR or >10% of Sales | Customer Concentration > 20% of AR or >10% of Sales The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Customer Concentration Walmart (1) Dollar General Sales AR Sales AR January 20, 2023 30.8 % 35.2 % 13.0 % 24.0 % January 21, 2022 32.1 % 5.4 % 15.8 % 40.6 % (1) Walmart AR represented a higher percentage of consolidated AR as of January 20, 2023, due to terminating the accelerated payments on outstanding accounts receivable on July 1, 2022. |
Revenue recognition | Revenue recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment, pickup or delivery to a customer based on terms of the sale. Contracts with customers are typically short-term in nature with completion of a single performance obligation. Product is sold to foodservice, retail, institutional and other distribution channels. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional performance obligation. Costs paid to third party brokers to obtain contracts are recognized as part of selling expenses. Other sundry items in context of the contract are also recognized as selling expense. Any taxes collected on behalf of the government are excluded from net revenue. We record revenue at the transaction price which is measured as the amount of consideration we anticipate receiving in exchange for providing product to our customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts including variable consideration for discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Estimates are reviewed regularly until incentives or product returns are realized and the result of any such adjustments are known. Promotional allowances deducted from sales for the twelve weeks ended January 20, 2023, and January 21, 2022, were $ 3,864 3,503 |
Leases | Leases Leases are recognized in accordance with ASC 842 and Accounting Standards Update (“ASU”) 2016-02 Leases (“ASC 842”) which requires a lessee to recognize assets and liabilities with lease terms of more than twelve months ROU lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. The Company leases warehouse space from time to time that is recorded as ROU lease assets and corresponding lease liabilities. The Company’s leases of long-haul trucks used in its Frozen Food Products segment qualify as finance leases. Finance lease liabilities are recorded under other liabilities, the consolidated balance sheets reflecting both the current and long-term obligation. The classification as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are considered operating or financing. |
Subsequent events | Subsequent events Management has evaluated events subsequent to January 20, 2023, through the date that the accompanying Condensed Consolidated Financial Statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustments of and/or disclosure in such financial statements. On February 27, 2023, the Company modified the lease with Hogshed Ventures, LLC by extending the lease a year after the lease expires on June 30, 2023. The effective date of the lease modification occurred when both the lessee and the lessor approved such modification. The lease modification terms are still being worked out. Based on Management’s review, no other material events were identified that require adjustment to the financial statements or additional disclosure. |
Basic earnings per share | Basic earnings per share Basic earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or other potentially dilutive convertible securities were outstanding as of January 20, 2023, or January 21, 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jan. 20, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Customer Concentration | The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Customer Concentration Walmart (1) Dollar General Sales AR Sales AR January 20, 2023 30.8 % 35.2 % 13.0 % 24.0 % January 21, 2022 32.1 % 5.4 % 15.8 % 40.6 % (1) Walmart AR represented a higher percentage of consolidated AR as of January 20, 2023, due to terminating the accelerated payments on outstanding accounts receivable on July 1, 2022. |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Jan. 20, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are comprised of the following at the respective period ends: Schedule of Inventories January 20, 2023 October 28, 2022 Meat, ingredients, and supplies $ 11,341 $ 10,242 Work in progress 2,468 2,432 Finished goods 25,011 27,859 Inventories, net $ 38,820 $ 40,533 |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 3 Months Ended |
Jan. 20, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets: Schedule of Future Minimum Lease Payments Fiscal Year Financing 2023 $ 863 2024 1,009 2025 1,034 2026 1,060 Later Years 602 Total Minimum Lease Payments(a) $ 4,568 Less: Amount representing executory costs (30 ) Less: Amount representing interest(b) (3 ) Present value of future minimum lease payments(c) $ 4,535 (a) Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index. (b) Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases. (c) Reflected in Part I. Financial Information, Item 1. a. of the Condensed Consolidated Balance Sheets as current and noncurrent obligations are capital leases of $ 204 and $ 119 under Other current liabilities and Other non-current liabilities, respectively, and right-of-use leases payable of $ 1,005 and $ 3,207 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jan. 20, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following segment information is presented for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Segment Reporting Information, by Segment Segment Information Twelve weeks Ended January 20, 2023 Frozen Food Products Snack Food Products Other Totals Sales $ 14,399 $ 47,223 $ - $ 61,622 Cost of products sold 10,744 33,812 - 44,556 Gross margin 3,655 13,411 - 17,066 SG&A 3,644 12,150 - 15,794 Gain on sale of property, plant, and equipment - (72 ) - (72 ) Operating income 11 1,333 - 1,344 Total assets $ 15,447 $ 126,719 $ 27,459 $ 169,611 Additions to PP&E $ 45 $ 214 $ - $ 259 Twelve weeks Ended January 21, 2022 Frozen Food Products Snack Food Products Other Totals Sales $ 12,366 $ 51,720 $ - $ 64,086 Cost of products sold 8,851 38,842 - 47,693 Gross margin 3,515 12,878 - 16,393 SG&A 3,086 11,645 - 14,731 Gain on sale of property, plant, and equipment - (18 ) - (18 ) Operating income 429 1,251 - 1,680 Total assets $ 12,664 $ 124,881 $ 23,857 $ 161,402 Additions to PP&E $ 61 $ 320 $ - $ 381 |
Schedule of Disaggregates Our Sales to Customers | The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended January 20, 2023, and January 21, 2022, respectively. Schedule of Disaggregates Our Sales to Customers Twelve weeks Ended January 20, 2023 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 34,046 $ - $ 34,046 Direct customer warehouse 13,177 - 13,177 Total Snack Food Products 47,223 - 47,223 Distributors 3,207 11,192 14,399 Total Frozen Food Products 3,207 11,192 14,399 Totals $ 50,430 $ 11,192 $ 61,622 Twelve weeks Ended January 21, 2022 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 36,630 $ - $ 36,630 Direct customer warehouse 15,090 - 15,090 Total Snack Food Products 51,720 - 51,720 Distributors 2,940 9,426 12,366 Total Frozen Food Products 2,940 9,426 12,366 Totals $ 54,660 $ 9,426 $ 64,086 (a) Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers. (b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military. |
Equipment Notes Payable and F_2
Equipment Notes Payable and Financial Arrangements (Tables) | 3 Months Ended |
Jan. 20, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit and Borrowing Agreements | The following table reflects major components of our revolving line of credit and borrowing agreements as of January 20, 2023, and October 28, 2022, respectively. Schedule of Line of Credit and Borrowing Agreements January 20, 2023 October 28, 2022 Revolving credit facility $ - $ - Equipment notes: 3.68 04/16/27 4,666 4,913 SOFR plus 2.00 08/31/23 - - Total debt 4,666 4,913 Less current debt (1,099 ) (1,089 ) Total long-term debt $ 3,567 $ 3,824 |
Schedule of Customer Concentrat
Schedule of Customer Concentration (Details) - Customer Concentration Risk [Member] | 3 Months Ended | ||
Jan. 20, 2023 | Jan. 21, 2022 | ||
Revenue Benchmark [Member] | Wal-Mart [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | [1] | 30.80% | 32.10% |
Revenue Benchmark [Member] | Dollar General [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 13% | 15.80% | |
Accounts Receivable [Member] | Wal-Mart [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | [1] | 35.20% | 5.40% |
Accounts Receivable [Member] | Dollar General [Member] | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 24% | 40.60% | |
[1]Walmart AR represented a higher percentage of consolidated AR as of January 20, 2023, due to terminating the accelerated payments on outstanding accounts receivable on July 1, 2022. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 20, 2023 | Jan. 21, 2022 | |
Accounting Policies [Abstract] | ||
Promotional allowances | $ 3,864 | $ 3,503 |
Lease term | 12 months |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Inventory Disclosure [Abstract] | ||
Meat, ingredients, and supplies | $ 11,341 | $ 10,242 |
Work in progress | 2,468 | 2,432 |
Finished goods | 25,011 | 27,859 |
Inventories, net | $ 38,820 | $ 40,533 |
Inventories, net (Details Narra
Inventories, net (Details Narrative) - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 137 | $ 131 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jan. 20, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 863 | |
2024 | 1,009 | |
2025 | 1,034 | |
2026 | 1,060 | |
Later Years | 602 | |
Total Minimum Lease Payments | 4,568 | [1] |
Less: Amount executory costs | (30) | |
Less: Amount representing interest | (3) | [2] |
Present value of future minimum lease payments | $ 4,535 | [3] |
[1]Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index.[2] Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases. Reflected in Part I. Financial Information, Item 1. a. of the Condensed Consolidated Balance Sheets as current and noncurrent obligations are capital leases of $ 204 and $ 119 under Other current liabilities and Other non-current liabilities, respectively, and right-of-use leases payable of $ 1,005 and $ 3,207 |
Schedule of Future Minimum Le_2
Schedule of Future Minimum Lease Payments (Details) (Parenthetical) - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Finance Lease, Liability, Current | $ 204 | |
Finance Lease, Liability, Noncurrent | 119 | |
[custom:FinanceLeaseRightOfUseLeasesPayableCurrent-0] | 1,005 | $ 1,054 |
[custom:FinanceLeaseRightOfUseLeasesPayableNonCurrent-0] | $ 3,207 | $ 3,420 |
Contingencies and Commitments_2
Contingencies and Commitments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 20, 2023 | Oct. 29, 2021 | ||
Property, Plant and Equipment [Line Items] | |||
Lease term, description | The Company leases three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in 2025. | ||
Amortization of equipment | $ 20 | ||
Lease income | $ 40 | ||
Lease term | 2 years | ||
Lease liability | [1] | 4,535 | |
Racine Partiners [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease right of use asset | 3,996 | ||
Lease liability | $ 4,026 | ||
Incremental interest rate | 3.68% | ||
Hogshed Ventures LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease term, description | We lease this space under a non-cancelable operating lease. This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further this lease does not contain contingent rent provisions. | ||
Lease right of use asset | $ 187 | ||
Lease liability | $ 187 | ||
Incremental interest rate | 1.60% | ||
Lease expiration date | Jun. 30, 2023 | ||
[1] Reflected in Part I. Financial Information, Item 1. a. of the Condensed Consolidated Balance Sheets as current and noncurrent obligations are capital leases of $ 204 and $ 119 under Other current liabilities and Other non-current liabilities, respectively, and right-of-use leases payable of $ 1,005 and $ 3,207 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 20, 2023 | Jan. 21, 2022 | Oct. 28, 2022 | |
Segment Reporting Information [Line Items] | |||
Sales | $ 61,622 | $ 64,086 | |
Cost of products sold | 44,556 | 47,693 | |
Gross margin | 17,066 | 16,393 | |
SG&A | 15,794 | 14,731 | |
Gain on sale of property, plant, and equipment | (72) | (18) | |
Operating income | 1,344 | 1,680 | |
Total assets | 169,611 | 161,402 | $ 176,348 |
Additions to PP&E | 259 | 381 | |
Frozen Food Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | 14,399 | 12,366 | |
Cost of products sold | 10,744 | 8,851 | |
Gross margin | 3,655 | 3,515 | |
SG&A | 3,644 | 3,086 | |
Gain on sale of property, plant, and equipment | |||
Operating income | 11 | 429 | |
Total assets | 15,447 | 12,664 | |
Additions to PP&E | 45 | 61 | |
Snack Food Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | 47,223 | 51,720 | |
Cost of products sold | 33,812 | 38,842 | |
Gross margin | 13,411 | 12,878 | |
SG&A | 12,150 | 11,645 | |
Gain on sale of property, plant, and equipment | (72) | (18) | |
Operating income | 1,333 | 1,251 | |
Total assets | 126,719 | 124,881 | |
Additions to PP&E | 214 | 320 | |
Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Cost of products sold | |||
Gross margin | |||
SG&A | |||
Gain on sale of property, plant, and equipment | |||
Operating income | |||
Total assets | 27,459 | 23,857 | |
Additions to PP&E |
Schedule of Disaggregates Our S
Schedule of Disaggregates Our Sales to Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 20, 2023 | Jan. 21, 2022 | ||
Revenue from External Customer [Line Items] | |||
Direct store delivery | $ 34,046 | $ 36,630 | |
Direct customer warehouse | 13,177 | 15,090 | |
Total Snack Food Products | 47,223 | 51,720 | |
Distributors | 14,399 | 12,366 | |
Total Frozen Food Products | 14,399 | 12,366 | |
Totals | 61,622 | 64,086 | |
Retail [Member] | |||
Revenue from External Customer [Line Items] | |||
Direct store delivery | [1] | 34,046 | 36,630 |
Direct customer warehouse | [1] | 13,177 | 15,090 |
Total Snack Food Products | [1] | 47,223 | 51,720 |
Distributors | [1] | 3,207 | 2,940 |
Total Frozen Food Products | [1] | 3,207 | 2,940 |
Totals | [1] | 50,430 | 54,660 |
Food Service [Member] | |||
Revenue from External Customer [Line Items] | |||
Direct store delivery | [2] | ||
Direct customer warehouse | [2] | ||
Total Snack Food Products | [2] | ||
Distributors | [2] | 11,192 | 9,426 |
Total Frozen Food Products | [2] | 11,192 | 9,426 |
Totals | [2] | $ 11,192 | $ 9,426 |
[1]Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.[2]Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military. |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended |
Jan. 20, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 22, 2017 | Jan. 20, 2023 | Jan. 21, 2022 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax rate reconciliation description | On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. Among other significant changes, the Tax Act reduced the corporate federal income tax rate from 35% to 21%. The carryback of NOLs from tax years 2018 and 2019 under the CARES Act to pre-Tax Act years generated an income tax benefit due to the differential in income tax rates which was recorded in fiscal year 2020 | ||
Operating loss carryforwards | $ 4,600,000 | ||
Federal income tax rate | 35% | 21% | |
Effective tax rate percentage | 29.90% | 17.70% | |
Nondeductible Tax Expense | $ 398 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 0 | ||
CARES Act [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax rate reconciliation description | On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before January 1, 2021. | ||
Operating loss carryforwards | $ 34,405 |
Schedule of Line of Credit and
Schedule of Line of Credit and Borrowing Agreements (Details) - USD ($) $ in Thousands | Jan. 20, 2023 | Oct. 28, 2022 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 4,666 | $ 4,913 |
Less current debt | (1,099) | (1,089) |
Total long-term debt | 3,567 | 3,824 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | 0 | 0 |
Equipment Notes [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | 4,666 | 4,913 |
Bridge Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total debt | $ 0 | $ 0 |
Schedule of Line of Credit an_2
Schedule of Line of Credit and Borrowing Agreements (Details) (Parenthetical) | 3 Months Ended | 12 Months Ended |
Jan. 20, 2023 | Oct. 28, 2022 | |
Line of Credit Facility [Line Items] | ||
Line of credit maturity date | Aug. 31, 2023 | |
Equipment Notes Three [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit interest rate | 3.68% | 3.68% |
Line of credit maturity date | Apr. 16, 2027 | Apr. 16, 2027 |
Bridge Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit interest rate | 2% | 2% |
Line of credit maturity date | Aug. 31, 2023 | Aug. 31, 2023 |
Equipment Notes Payable and F_3
Equipment Notes Payable and Financial Arrangements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 07, 2022 | Aug. 30, 2021 | Jan. 20, 2023 | Jan. 21, 2022 | Oct. 28, 2022 | Jun. 15, 2022 | Jan. 24, 2022 | Dec. 16, 2021 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 15, 2021 | Jul. 19, 2021 | Jul. 01, 2021 | Apr. 27, 2021 | Dec. 02, 2020 | Dec. 26, 2018 | |
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit expiration date | Aug. 31, 2023 | |||||||||||||||
Line of credit | $ 4,666 | $ 4,913 | ||||||||||||||
Prepayment of loan | $ 18,653 | |||||||||||||||
Capital expenditures | 259 | $ 381 | ||||||||||||||
Bridge Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit, maximum borrowing capacity | $ 25,000 | |||||||||||||||
Master Collateral Loan and Security Agreement [Member] | Wells Fargo Bank NA [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit, maximum borrowing capacity | $ 15,000 | |||||||||||||||
CRG Purchase Agreement [Member] | Land [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Gain on sale of land | 18,653 | |||||||||||||||
Wells Fargo Loan Agreements [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Capital expenditures | $ 5,000 | |||||||||||||||
Wells Fargo Bank NA [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit, maximum borrowing capacity | $ 15,000 | $ 15,000 | $ 25,000 | |||||||||||||
Unused commitment fee, percentage | 0.25% | |||||||||||||||
Line of credit | $ 18,000 | $ 2,000 | $ 2,000 | $ 2,000 | $ 3,000 | $ 3,000 | $ 2,000 | $ 2,000 | $ 2,000 | |||||||
Proceeds from Lines of Credit | $ 18,000 | |||||||||||||||
Wells Fargo Bank NA [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility interest rate | 2% |