Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-22333 | ||
Entity Registrant Name | NANOPHASE TECHNOLOGIES CORPORATION | ||
Entity Central Index Key | 0000883107 | ||
Entity Tax Identification Number | 36-3687863 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1319 Marquette Drive | ||
Entity Address, City or Town | Romeoville | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60446 | ||
City Area Code | 630 | ||
Local Phone Number | 771-6708 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 47,927,272 | ||
Entity Common Stock, Shares Outstanding | 49,505,124 | ||
Auditor Name | RSM US LLP | ||
Auditor Firm ID | 49 | ||
Auditor Location | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,186 | $ 657 |
Trade accounts receivable, less allowance for doubtful accounts of $139 for December 31, 2022, and $60 for 2021 | 4,734 | 3,937 |
Inventories, net | 8,839 | 6,095 |
Prepaid expenses and other current assets | 866 | 910 |
Total current assets | 16,625 | 11,599 |
Equipment and leasehold improvements, net | 7,949 | 4,712 |
Operating leases, right of use | 8,978 | 12,075 |
Other assets, net | 6 | 8 |
Total assets | 33,558 | 28,394 |
Current liabilities: | ||
Line of credit, related party | 7,282 | 1,351 |
Current portion of finance lease obligations | 105 | |
Current portion of operating lease obligations | 0 | 589 |
Accounts payable | 6,363 | 3,566 |
Current portion of deferred revenue | 2,167 | 783 |
Accrued expenses | 1,023 | 946 |
Total current liabilities | 16,835 | 7,340 |
Long-term portion of finance lease obligations | 6 | |
Long-term portion of operating lease obligations | 9,823 | 11,700 |
Long-term debt, related party | 1,000 | 1,000 |
Long-term portion of deferred revenue | 21 | 661 |
Asset retirement obligations | 230 | 222 |
Total long-term liabilities | 11,074 | 13,589 |
Contingent liabilities | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value, 24,088 shares authorized, and no shares issued and outstanding | ||
Common stock, $.01 par value, 60,000,000 and 55,000,000 shares authorized; 49,320,680 and 48,893,573 shares issued and outstanding on December 31, 2022 and December 31, 2021, respectively | 493 | 489 |
Additional paid-in capital | 105,226 | 104,423 |
Accumulated deficit | (100,070) | (97,447) |
Total stockholders’ equity | 5,649 | 7,465 |
Total liabilities and stockholders’ equity | $ 33,558 | $ 28,394 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 139 | $ 60 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 24,088 | 24,088 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized | 60,000,000 | 55,000,000 |
Common stock, issued | 49,320,680 | 48,893,573 |
Common stock, outstanding | 49,320,680 | 48,893,573 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Total revenue | $ 37,317 | $ 29,475 |
Operating expense: | ||
Cost of revenue | 28,957 | 20,785 |
Gross profit | 8,360 | 8,690 |
Research and development expense | 3,037 | 2,235 |
Selling, general and administrative expense | 7,581 | 3,896 |
(Loss) income from operations | (2,258) | 2,559 |
Interest expense | (382) | (1,154) |
Other income, net | 952 | |
(Loss) income before provision for income taxes | (2,640) | 2,357 |
Provision for income taxes | (17) | 37 |
Net (loss) income | $ (2,623) | $ 2,320 |
Net (loss) income per share-basic | $ (0.05) | $ 0.05 |
Weighted average number of basic common shares outstanding | 49,117,000 | 45,021,173 |
Net (loss) income per share-diluted | $ (0.05) | $ 0.05 |
Weighted average number of diluted common shares outstanding | 49,117,000 | 47,039,173 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 36,731 | $ 29,325 |
Product and Service, Other [Member] | ||
Revenue: | ||
Total revenue | $ 586 | $ 150 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at beginning at Dec. 31, 2020 | $ 382 | $ 102,117 | $ (99,767) | $ 2,732 | |
Balance at beginning (in shares) at Dec. 31, 2020 | 38,221,292 | ||||
Issuances of shares and stock option exercises | $ 6 | 228 | 234 | ||
Issuances of shares and stock option exercises (in shares) | 576,726 | ||||
Exercise of conversion rights – convertible loan, related party | $ 101 | 1,918 | 2,019 | ||
Exercise of conversion rights convertible loan, related party (in shares) | 10,095,555 | ||||
Stock-based compensation | 160 | 160 | |||
Net income (loss) | 2,320 | 2,320 | |||
Balance at ending at Dec. 31, 2021 | $ 489 | 104,423 | (97,447) | 7,465 | |
Balance at ending (in shares) at Dec. 31, 2021 | 48,893,573 | ||||
Issuances of shares and stock option exercises | $ 4 | 178 | 182 | ||
Issuances of shares and stock option exercises (in shares) | 427,107 | ||||
Stock-based compensation | 625 | 625 | |||
Net income (loss) | (2,623) | (2,623) | |||
Balance at ending at Dec. 31, 2022 | $ 493 | $ 105,226 | $ (100,070) | $ 5,649 | |
Balance at ending (in shares) at Dec. 31, 2022 | 49,320,680 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net (loss) income: | $ (2,623) | $ 2,320 |
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 567 | 454 |
Gain on forgiveness of PPP loan | (952) | |
Amortization of debt discount | 903 | |
Share-based compensation | 625 | 160 |
Changes in assets and liabilities related to operations: | ||
Trade accounts receivable | (797) | (1,005) |
Inventories | (2,744) | (1,755) |
Prepaid expenses and other assets | 44 | (304) |
Accounts payable | 1,826 | 1,026 |
Deferred revenue | 744 | 1,033 |
Accrued expenses | 77 | 481 |
Net changes in ROU assets and lease liabilities - operating | 631 | (40) |
Net cash (used in) provided by operating activities | (1,650) | 2,321 |
Investing activities: | ||
Acquisition of equipment and leasehold improvements | (2,823) | (1,874) |
Net cash used in investing activities | (2,823) | (1,874) |
Financing activities: | ||
Principal payment on finance leases | (111) | (177) |
Payments to line of credit, bank | (1,000) | |
Proceeds from line of credit, bank | 500 | |
Payments to line of credit, related party | (29,594) | (25,554) |
Proceeds from line of credit, related party | 35,525 | 24,750 |
Proceeds from term loan, related party | 500 | |
Proceeds from exercise of stock options | 182 | 234 |
Net cash provided by (used in) financing activities | 6,002 | (747) |
Increase in cash | 1,529 | (300) |
Cash at beginning of period | 657 | 957 |
Cash at end of period | 2,186 | 657 |
Supplemental cash flow information: | ||
Cash paid for interest | 333 | 218 |
Supplemental non-cash investing and financing activity: | ||
Accounts payable incurred for the purchase of equipment and leasehold improvements | 971 | 414 |
Conversion of $2M convertible loan, related party | 2,000 | |
Interest paid via stock issuance, convertible loan, related party | $ 19 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | (1) Description of Business Nanophase Technologies Corporation (“Nanophase,” “Company,” “we,” “our,” or “us”) is a science-driven company which, along with its wholly owned subsidiary, Solésence, LLC (our “Solésence beauty science subsidiary”), is focused in various beauty- and life-science markets. Using consumer health as our end-goal and science and innovation to guide the path, skin health and medical diagnostics combined currently make up the great majority of our business and drive our forward growth strategy. We offer engineered materials, formulation development and commercial manufacturing through an integrated family of technologies. Our expertise in materials engineering allows us to effectively coat and disperse particles on a nano and “non-nano” scale for use in a variety of skin health markets, including for use in sunscreens as active ingredients and as fully developed prestige skin care and cosmetics products, marketed and sold through our Solésence beauty science subsidiary. In terms of our life sciences focus, we have seen current conditions significantly increase demand for our medical diagnostics ingredients, as testing for various viruses, most notably COVID-19, has become a critical use of our technology. We target markets , , Recently developed technologies have made certain new products possible and opened potential new markets. During 2015 we were granted a patent on a new type of particle surface treatment (coating) — now called Active Stress Defense ™ Technology — which became the cornerstone of our new product development in personal care, with first revenue recognized during 2016. Active Stress Defense™ now refers to a suite of three proprietary technologies — Original Active Stress Defense™, Kleair™, and Bloom™ — all three of which either utilize a unique and proprietary, mineral-based technology or work synergistically with one of our unique and proprietary, mineral-based technologies to improve performance and/or aesthetics. Our ongoing innovation efforts include new IP in areas that advance environmental protection, align with market needs, and complement our existing technologies Through the creation of our Solésence beauty science subsidiary, we utilize our technology suite to manufacture and sell fully developed solutions to targeted customers in the skin care industry, typically in prestige skin care and cosmetics markets, in addition to the ingredients we have traditionally sold in the personal care area. Although our primary strategic focus has been the North American market, we currently sell materials to customers overseas and have been working to expand our reach within foreign markets. Our common stock trades on the OTCQB marketplace under the symbol NANX. While product sales comprise the majority of our revenue, we also recognize revenue from other sources from time to time. These activities are not expected to drive the long-term growth of the business. For this reason, we classify such revenue as “other revenue” in our Consolidated Statements of Operations, as it does not represent revenue directly from the sale of our products. The Company recorded a net loss and negative cash flow from operations in 2022. Management believes that current liquidity and available borrowing capacity are sufficient to fund operations and there is not substantial doubt regarding the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Use of Estimates and Risks and Uncertainties The preparation of financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain assumptions are also necessary to assess the impact of risks and uncertainties on the financial statements, such as cash flow projections, availability of capital if needed to support the ongoing operations of the business, and our expected compliance with contractual commitments. These risks and uncertainties are further discussed in Note 12. Any changes in these assumptions or business plans could have a material impact on the financial statements. Cash The Cash balance on December 31, 2022 consists of funds borrowed from our Revolving Line of Credit, which is facilitated by Beachcorp, LLC. Our ability to access cash from our credit facilities depends on carrying an Accounts Receivable or Inventory balance greater than the outstanding loan balances in the Revolving Lines of Credit. As part of the agreement, we are required to have a bank account in place to act as a depository account for our customers. This account is referred to as the Control Account. Furthermore, there is an Account Control Agreement in place which provides Beachcorp, LLC the ability to exercise control over the account via approval of requested transfers. According to our agreements with Beachcorp, LLC, Nanophase is to be the party initiating any transfers, whether to Nanophase or to Beachcorp, LLC, and approval to access any monies within this account can only be withheld by Beachcorp, LLC if the borrowing base falls below the Company’s qualified receivables, or if we are in arrears with respect to interest payments due Beachcorp, LLC. The failure of Nanophase to remedy the previously mentioned conditions could lead to Beachcorp, LLC gaining the right, through a “springing” feature administered by Libertyville Bank and Trust, a Wintrust Community Bank (“Libertyville”), to transfer funds to itself without direct approval from Nanophase. Cash is held at a federally insured institution, but our cash balances at times exceed insured limits. The Company has not experienced any losses related to these statutory limits. Trade Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. We determine the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. Our typical credit terms are between thirty and sixty days from shipment and invoicing. Inventories Inventories are stated at the lower of cost, maintained on an average cost basis, or net realizable value. We have recorded allowances to reduce inventory relating to excess quantities of certain materials. Write-downs of inventories establish a new cost basis, which is not increased for future increases in market value of inventories or changes in estimated excess quantities. Equipment and Leasehold Improvements Equipment is stated at cost and is being depreciated over its estimated useful life ( 3 20 3 7 7 10 Long Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. We conduct long-lived asset impairment analyses in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets Deferred Revenue The Company records a contract liability for development projects due to the contractual billing of these projects not always aligning with revenue recognition. In addition, it is now the Company’s policy to frequently require deposits relating to the initial production of our Solésence products. Of the total $ 2,188 30 67 3 Asset Retirement Obligations In connection with our leased facilities, we are required to remove certain leasehold improvements upon termination of our occupancy. We follow the provisions of the FASB issued ASC 410-20, Asset Retirement Obligations Activity in the asset retirement obligation account for the years ended December 31, is as follows: 2022 2021 Balance, beginning $ 222 $ 214 Accretion of liability due to passage of time 8 8 Amortization of asset due to passage of time — — Balance, ending $ 230 $ 222 Financial Instruments We follow ASC Topic 820, Fair Value Measurements and Disclosures Our financial instruments include cash, cash equivalents, accounts receivable, accounts payable and accrued expenses, along with any short-term and long-term borrowings as described in Note 3. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses are reasonable estimates of their fair value due to the short-term nature. The fair value of short-term and long-term debt approximates carrying value based on comparison of terms to similar debt offering in the marketplace. There were no financial instruments adjusted to fair value on December 31, 2022 and 2021. Product Revenue Revenues are recognized when control of the promised goods are transferred to customers, in an amount that reflects the consideration we expect to receive in exchange for those goods. When our ingredients and finished products are shipped, with control being transferred at the shipping point, is the point in time at which we recognize the related revenue. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. Customers’ deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in our statements of operations. Contract balances for the year 2021 and 2020 Contract balances for the year ended December 31, 2022 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 3,937 $ — $ 1,444 Balance, ending 4,734 — 2,188 Contract balances for the year ended December 31, 2021 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 2,932 $ — $ 411 Balance, ending 3,937 — 1,444 Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was $ 667 260 Other Revenue Other revenue may include revenue from technology license fees and paid development projects. Technology license fees and paid development projects are recognized over time when the obligations under the agreed upon contractual arrangements are performed on our part. Revenue recognized over time was $ 217 150 Research and Development Expenses Research and development expenses are recognized as expense when incurred. Income Taxes We account for income taxes using the liability method. As such, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated using the enacted tax rates and laws that are expected to be in effect when the anticipated reversal of these differences is scheduled to occur. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, as described above, is reflected as a liability for uncertain tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We have not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. We file tax returns in all appropriate jurisdictions, which includes a federal tax return and Illinois state tax return. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in selling, general and administrative expenses in the statements of operations. As of December 31, 2022, and 2021, we had no liability for unrecognized tax benefits. Earnings Per Share Options to purchase approximately 2,051,000 2,018,000 Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: Years Ended December 31, 2022 2021 Numerator: (in Thousands) Net (loss) income $ (2,623 ) $ 2,320 Denominator: Weighted average number of basic common shares outstanding 49,117,000 45,021,173 Weighted average additional shares assuming conversion of in-the-money stock options to common shares — 2,018,000 Weighted average number of diluted common shares outstanding 49,117,000 47,039,173 Basic earnings per common share: Net income per share – basic $ (0.05 ) $ 0.05 Diluted earnings per common share: Net income per share – diluted $ (0.05 ) $ 0.05 New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces existing incurred loss impairment guidance and establishes a single allowance framework for financial assets carried at amortized cost. The effective date for our adoption (as amended) of this updated Standard will be January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on the consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs” which will require disclosure about an entity’s usage of such arrangements, which are also known as “reverse factoring”, payables finance”, and “structured payables”. The amendments in this Update require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The effective date for our adoption of this updated Standard will be January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on the consolidated financial statements. Reclassification from prior period The Company has reclassified a portion of the current ROU liability to non-current as of December 31, 2021, to be consistent with the classifications at December 31, 2022. This reclassification resulted in a decrease of $ 1,394 1,394 1,983 10,306 589 11,700 |
Notes and Lines of Credit
Notes and Lines of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes and Lines of Credit | (3) Notes and Lines of Credit Notes and lines of credit consist of the following: As of December 31, 2022 2021 Rate Available Outstanding Balance Available Outstanding Balance Libertyville Bank & Trust (1) 8.50 % $ 30 $ — $ 30 $ — Libertyville Bank & Trust (2) 8.50 % 500 — 500 — Beachcorp, LLC (3) 5.25 % n/a n/a 3,467 1,351 Beachcorp, LLC (3) 5.25 % $ n/a $ n/a $ 1,000 $ 1,000 Beachcorp, LLC (3) (4) 8.25 % 4,392 4,282 n/a n/a Beachcorp, LLC (3) (5) 8.25 % 4,000 3,000 n/a n/a Strandler, LLC (3) (6) 8.25 % 1,000 1,000 n/a n/a 1) Since July 2014, we have maintained a bank-issued letter of credit for up to $ 30 prime rate 1 2) The Company maintains a credit agreement with Libertyville which most recently served the primary purpose of insuring that it met its cash balance requirements at quarter end relating to a contract with the Company’s largest customer. Interest on drawn balances was at the prime rate 1 3) On November 16, 2018, we entered into a Business Loan Agreement (the “Master Agreement”) with Beachcorp, LLC. The Master Agreement relates to two loan facilities, each evidenced by a separate promissory note dated as of November 16, 2018: a term loan to the Company of up to $ 500 8.25 December 31, 2020 2,000 prime rate 3 8.25 March 31, 2020 March 31, 2021 2,000 2,750 2,750 4,000 March 31, 2022 4,000 6,000 prime rate 2 March 31, 2023 500 1,000 prime rate 2 March 31, 2022 4) On January 28, 2022 the Company entered into an Amended and Restated Business Loan Agreement (the “A&R Loan Agreement”), which amends and restates the Master Agreement between the Company and Beachcorp, LLC, and a new promissory note in order to evidence the A/R Revolver facility, including an amendment to expand the limit on the A/R Revolver Facility from $ 6,000 8,000 prime rate 0.75 March 31, 2024 5) On January 28, 2022 the Company entered into the A&R Loan Agreement and a new revolving loan agreement (“Inventory Facility”) with Beachcorp, LLC, and a new promissory note in order to evidence the Inventory Facility. The maximum borrowing amount under the Inventory Facility is $ 4,000 50 prime rate 0.75 March 31, 2024 6) On January 28, 2022 the Company entered into an additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the Term Loan to Strandler, LLC from Beachcorp, LLC. Interest on the New Term Loan is at the prime rate 0.75 March 31, 2024 On November 20, 2019, we entered into a 2 2,000 May 15, 2024 interest was payable semi-annually May 15, 2020 0.20 0.32 1.2 267 903 10,000,000 95,555 19 On April 17, 2020, we entered into a Promissory Note (the “PPP Note”), dated as of April 16, 2020, in favor of Libertyville in the principal amount of $ 952 1.00 0 Beachcorp, LLC and Strandler, LLC are affiliates of Mr. Bradford T. Whitmore, who beneficially owns a majority of the Company’s common stock and is the brother of Ms. R. Janet Whitmore, a director of the Company and the chair of the Company’s board of directors. The A/R Revolver Facility, the Inventory Facility and the New Term Loan are all secured by all the unencumbered assets of the Company and subordinated to the Company’s credit facility with Libertyville Bank & Trust. Related party interest expense consists of the following: Schedule of Related Parties Twelve Months Ended December 31, 2022 2021 Interest expense, related parties $ 356 $ 1,129 Accrued interest consists of the following: As of December 31, 2022 2021 Accrued interest expense, related parties $ 49 $ 13 Outstanding balances associated with related parties are as follows: As of December 31, 2022 2021 Beachcorp, LLC $ 7,282 $ 2,351 Strandler, LLC 1,000 n/a |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | (4) Inventories Inventories consist of the following: As of December 31, 2022 2021 Raw materials $ 6,797 $ 4,413 Finished goods 2,041 1,682 Total Inventories, net 8,839 6,095 |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Leasehold Improvements | (5) Equipment and Leasehold Improvements Equipment and leasehold improvements consist of the following: As of December 31, 2022 2021 Machinery and equipment $ 19,899 $ 18,289 Office equipment 1,014 961 Office furniture 110 110 Leasehold improvements 5,140 4,900 Construction in progress 2,952 1,062 29,115 25,322 Less: Accumulated depreciation and amortization (21,166 ) (20,610 ) $ 7,949 $ 4,712 Depreciation expense was $ 557 444 |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Lease Commitments | |
Lease Commitments | (6) Lease Commitments The Company’s operating lease portfolio is comprised of operating leases for office, warehouse space and equipment. Certain of the Company’s leases include one or more options to renew or terminate the lease at the Company’s discretion. The Company regularly evaluates the renewal and termination options and when they are reasonably certain of exercise, includes the renewal or termination option in our lease term. During the first calendar year of our newly leased building, we have subleased a portion of the unused floorspace on a temporary basis. This sublease may convert to a month-to-month lease upon expiration. As of December 31, 2022, the ROU asset had a balance of $ 8,978 0 9,823 0 1,957 97 12,075 589 11,700 The office leases contain variable lease payments which consist primarily of taxes, insurance, and common area or other maintenance costs, which are paid based on actual costs incurred by the lessor. The Company has elected to utilize the available practical expedient to combine lease and non-lease components for building leases. Quantitative information regarding the Company’s leases is as follows: Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Components of lease cost Finance lease cost components: Amortization of finance lease assets $ 33 $ 52 Interest on finance lease liabilities 4 18 Total finance lease costs 37 70 Operating lease cost components: Operating lease cost 2,068 554 Variable lease cost 536 134 Short-term lease cost 138 49 Sub-lease income (689 ) — Total operating lease costs 2,053 737 Total lease cost $ 2,090 $ 807 Supplemental cash flow information related to leases is as follows for the years ended December 31, 2022 and 2021: 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 1,433 $ 741 Lease liabilities arising from obtaining right-of-use assets $ 12 $ 10,505 Early termination of operating lease 73 — Reduction in right of use asset due to remeasurement (1,793 ) — Reduction in lease liability due to remeasurement (1,898 ) — Weighted-average remaining lease term-finance leases (in years) — 0.7 Weighted-average remaining lease term-operating leases (in years) 9.6 9.5 Weighted-average discount rate-finance leases — % 9.3 % Weighted-average discount rate-operating leases 7.6 % 7.5 % The future maturities of the Company’s operating leases as of December 31, 2022 are as follows: 2023 $ 97 2024 2,029 2025 1,473 2026 1,471 2027 1,510 Thereafter 7,162 Total payments $ 13,742 Less amounts representing interest (3,919 ) Total minimum payments required $ 9,823 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (7) Accrued Expenses Accrued expenses consist of the following: As of December 31, 2022 2021 Accrued payroll and related expenses $ 288 $ 471 Accrued accounts payable 403 320 Tenant security deposit / advance rent 61 122 Other 271 33 Total $ 1,023 $ 946 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (8) Income Taxes Our net income tax provision, including both current and deferred, related to U.S. federal and state income taxes, is $ (17) A reconciliation of income tax expense to the amount computed by applying the Federal income tax rate to loss before provision for income taxes as of December 31, 2022 and 2021 is as follows: 2022 2021 Income tax credit at statutory rates $ (551 ) $ 495 Tax exempt income - PPP loan — (271 ) Permanent tax deduction stock options exercised (273 ) (63 ) State income tax, net of federal benefits (124 ) 177 Expiration of NOL & credits 1,149 899 Effect of change in deferred tax rate 69 — Expiration of stock options 75 92 Other (15 ) 2 Change in valuation allowance (347 ) (1,294 ) TOTAL $ (17 ) 37 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred income taxes consist of the following: As of December 31, 2022 2021 Deferred tax liabilities: Excess tax depreciation $ (253 ) — Total deferred tax liabilities (253 ) — Deferred tax assets: Net operating loss carryforwards $ 13,416 $ 14,566 179 Carryforwards 117 — 163(j) Business interest limitation carryforwards 98 — Deferred revenue 202 — Inventory and other allowances 177 148 Excess (tax) book depreciation — 31 Excess (tax) book amortization 59 63 174 research & experimental expenditures 480 — Share-based compensation 394 308 Other accrued costs 238 161 Total deferred tax assets 15,181 15,277 Less: Valuation allowance (14,928 ) (15,277 ) Deferred income taxes $ — $ — The valuation allowance decreased approximately $ 0.3 1.3 5.5 1 We have federal net operating loss carryforwards for tax purposes of approximately $ 56 million on December 31, 2022. $ 51 million expire between 2023 and 2037 . We have section 179 carryforwards of approximately $ 0.5 5 million in net operating losses generated since January 1, 2018 do not expire. We have Illinois net loss deduction carryforwards for tax purposes of approximately $ 21 million on December 31, 2022. Due to the provisions of Illinois Public Act 102-0669 signed November 16, 2021, Illinois net loss deductions expire between 2029 and 2039 . |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | (9) Capital Stock As of December 31, 2022, and 2021, we had 24,088 |
Stock Options and Stock Grants
Stock Options and Stock Grants | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options and Stock Grants | (10) Stock Options and Stock Grants We have entered into stock option agreements with certain officers, employees and directors. The stock options granted prior to the adoption of the 2019 Equity Compensation Plan (the “2019 Plan”) on November 19, 2019 generally expire ten years from the date of grant. Future options to be granted under the 2019 Plan will expire seven years Employee Stock Options We follow ASC Topic 718, Share-Based Payments, in which compensation expense is recognized only for share-based payments expected to vest. Years ended December 31, 2022 2021 Share-based compensation expense $ 625 $ 160 Remaining unrecognized compensation expense $ 1,732 Remaining weighted average-period, expense recognition (years) 2.5 We use the Black-Scholes option pricing model to determine the fair value of stock-based compensation. The Black-Scholes model requires us to make several assumptions, including the estimated length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of our common stock price over the expected term, and estimated forfeitures. Expected price volatility is based on the daily market rate changes of our stock. The active shares granted prior to fiscal 2020 had a contractual life of 10 years The following table illustrates the various assumptions used to calculate the Black-Scholes option pricing model for options granted for all years presented: Schedule of assumptions used to calculate Black-Scholes option pricing model for options granted Years Ended December 31, 2022 2021 Weighted-average risk-free interest rates: 3.5 % 1.4 % Dividend yield: 0 % 0 % Weighted-average expected life (years) of the option: 5 5 Weighted-average expected stock price volatility: 116 % 115 % Weighted-average fair value of the options granted: $ 0.97 $ 2.59 Additional disclosures for options granted for all years presented: Years Ended December 31, 2022 2021 Vesting period (years) of shares granted in period 3 3 Contractual life (years) of shares granted in period 7 7 Estimated forfeitures 4 % 4 % The following table summarizes the option activity for our employees and directors during the year ended December 31, 2022: Schedule of option activity Weighted Weighted Average Aggregate Average Remaining Intrinsic Shares Exercise Price Contractual Value Options (Rounded) per Share Term (Years) (000s) Outstanding on January 1, 2022 3,193,216 $ 1.18 Granted 768,400 $ 1.61 Exercised (414,455 ) $ 0.44 Forfeited or expired (103,500 ) $ 2.50 Outstanding on December 31, 2022 3,443,661 $ 1.33 4.9 $ 1,230 Exercisable on December 31, 2022 2,193,254 $ 0.86 4.1 $ 1,126 Shares available for grant 1,119,100 The aggregate intrinsic value in the table above is based on our closing stock price of $ 1.13 Years ended December 31, 2022 2021 Shares exercised 414,455 535,100 Total intrinsic value $ 942 $ 1,169 Cash received $ 182 $ 234 Based on our election of the “with and without” approach, no realized tax benefits from stock options were recognized for the years ended December 31, 2022 and 2021. |
401(k) Profit-Sharing Plan
401(k) Profit-Sharing Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Profit-Sharing Plan | (11) 401(k) Profit-Sharing Plan We have a 401(k) profit-sharing plan covering substantially all employees who meet defined service requirements. Contributions made in 2022 and 2021 aggregated to $ 153 107 |
Significant Customers
Significant Customers | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Significant Customers | (12) Significant Customers We had four significant customers for the year ended December 31, 2022. For the years ended December 31, Customer # Product Category 2022 2021 1 Personal Care Ingredients 30 % 26 % 2 Solésence® 17 % 19 % 3 Solésence® 15 % 15 % 4 Solésence® 7 % 10 % Total 69 % 70 % Accounts receivable balances for these four customers were approximately: For the years ended Customer # Product Category 2022 2021 1 Personal Care Ingredients $ 1,082 $ 641 2 Solésence® 438 534 3 Solésence® 683 1,048 4 Solésence® 770 239 Total $ 2,973 $ 2,462 We currently have exclusive supply agreements with BASF Corporation (“BASF”), our largest customer, that have contingencies outlined which could potentially result in the license of technology and/or the sale of production equipment from the Company to the customer intended to provide capacity sufficient to meet the customer’s production needs. This outcome may occur if we fail to meet certain performance requirements. Our supply agreements with BASF also “trigger” a technology transfer right in the event of our insolvency, as further defined within the agreements. In the event of an equipment sale, upon incurring a triggering event, the equipment would be sold to the customer at either 115 30 115 If a triggering event were to occur and BASF elected to proceed with the license and related equipment sale mentioned above, we would receive royalty payments from this customer for products sold using our technology; however, we would lose both significant revenue and the ability to generate significant revenue to replace that which was lost in the near term. Replacement of necessary equipment that could be purchased and removed by the customer pursuant to this triggering event could take in excess of twelve months. Any additional capital outlays required to rebuild capacity would probably be greater than the proceeds from the purchase of the assets as dictated by our agreement with the customer. Similar consequences would occur if we were determined to have materially breached certain other provisions of the supply agreement with BASF. Any such event would also likely result in the loss of many of our key staff and line employees due to economic realities. We believe that our employees are a critical component of our success, and it could be difficult to replace them quickly. Given the occurrence of any such event, we might not be able to hire and retain skilled employees given the stigma relating to such an event and its impact on us. |
Business Segmentation and Geogr
Business Segmentation and Geographical Distribution | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segmentation and Geographical Distribution | (13) Business Segmentation and Geographical Distribution Revenue from international sources approximated $ 1,971 3,236 1,236 2,335 Our operations comprise a single business segment and all of our long-lived assets are located within the United States. We categorize our revenue stream into three main product categories, Personal Care Ingredients, Advanced Materials and Solésence. The revenues for 2022 and 2021 by category are as follows: For the years ended December 31 Product Category 2022 2021 Solésence $ 23,111 $ 18,175 Personal Care Ingredients 11,121 7,739 Advanced Materials 3,085 3,561 Total Sales $ 37,317 $ 29,475 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (14) Commitments and Contingencies On August 9, 2022, BASF filed a complaint against Nanophase in New Jersey state court (the “New Jersey Complaint”), alleging that Nanophase had breached the Zinc Oxide Supply Agreement (the “Agreement”). BASF alleges several issues, the one having the biggest potential impact on Nanophase being a claim that our sales through Solésence violate the exclusivity provision of the Agreement. BASF seeks an unspecified amount of damages, a permanent injunction enjoining sales to any party (other than BASF) of a broad range of zinc oxide products that BASF contends are within the scope of the exclusivity provision, counsel fees and litigation expenses. On September 7, 2022, Nanophase filed a Complaint for Declaratory Judgement in Illinois state court (the “Illinois Complaint”), asking for a declaration that contrary to BASF’s allegation, the exclusivity provision of the Agreement does not apply to all products containing zinc oxide as an ingredient for uses designated under the Agreement, nor does the exclusivity provision prohibit Nanophase’s sales of Solésence products containing zinc oxide as an ingredient. Both companies filed Motions to Dismiss (MTD) the other’s respective complaint. Nanophase’s MTD BASF’s New Jersey Complaint was denied on procedural grounds on February 10, 2023, with the New Jersey court superficially noting that it did not consider whether BASF could prove its claims. On February 28, 2023, Nanophase filed its answer to BASF’s New Jersey Complaint, denying all wrongdoing and, as mandated by New Jersey procedural requirements, counterclaims including a request for a declaration similar to that Nanophase sought in its Illinois Complaint. On March 16, 2023, the Illinois court granted BASF’s MTD Nanophase’s Illinois Complaint, finding it duplicative of the New Jersey litigation. Discovery in that litigation is ongoing. . Management believes at this time that the allegations of BASF’s complaint are without merit and are unsupported by the terms of the Agreement and governing law. Per ASC 450 for the period ending December 31, 2022, an estimated contingent loss was not recorded, and an estimated range of loss is not disclosed as the outcome is not probable at this time and nor is a range of loss estimable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates and Risks and Uncertainties | Use of Estimates and Risks and Uncertainties The preparation of financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain assumptions are also necessary to assess the impact of risks and uncertainties on the financial statements, such as cash flow projections, availability of capital if needed to support the ongoing operations of the business, and our expected compliance with contractual commitments. These risks and uncertainties are further discussed in Note 12. Any changes in these assumptions or business plans could have a material impact on the financial statements. |
Cash | Cash The Cash balance on December 31, 2022 consists of funds borrowed from our Revolving Line of Credit, which is facilitated by Beachcorp, LLC. Our ability to access cash from our credit facilities depends on carrying an Accounts Receivable or Inventory balance greater than the outstanding loan balances in the Revolving Lines of Credit. As part of the agreement, we are required to have a bank account in place to act as a depository account for our customers. This account is referred to as the Control Account. Furthermore, there is an Account Control Agreement in place which provides Beachcorp, LLC the ability to exercise control over the account via approval of requested transfers. According to our agreements with Beachcorp, LLC, Nanophase is to be the party initiating any transfers, whether to Nanophase or to Beachcorp, LLC, and approval to access any monies within this account can only be withheld by Beachcorp, LLC if the borrowing base falls below the Company’s qualified receivables, or if we are in arrears with respect to interest payments due Beachcorp, LLC. The failure of Nanophase to remedy the previously mentioned conditions could lead to Beachcorp, LLC gaining the right, through a “springing” feature administered by Libertyville Bank and Trust, a Wintrust Community Bank (“Libertyville”), to transfer funds to itself without direct approval from Nanophase. Cash is held at a federally insured institution, but our cash balances at times exceed insured limits. The Company has not experienced any losses related to these statutory limits. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. We determine the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. Our typical credit terms are between thirty and sixty days from shipment and invoicing. |
Inventories | Inventories Inventories are stated at the lower of cost, maintained on an average cost basis, or net realizable value. We have recorded allowances to reduce inventory relating to excess quantities of certain materials. Write-downs of inventories establish a new cost basis, which is not increased for future increases in market value of inventories or changes in estimated excess quantities. |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements Equipment is stated at cost and is being depreciated over its estimated useful life ( 3 20 3 7 7 10 |
Long Lived Assets | Long Lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. We conduct long-lived asset impairment analyses in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets |
Deferred Revenue | Deferred Revenue The Company records a contract liability for development projects due to the contractual billing of these projects not always aligning with revenue recognition. In addition, it is now the Company’s policy to frequently require deposits relating to the initial production of our Solésence products. Of the total $ 2,188 30 67 3 |
Asset Retirement Obligations | Asset Retirement Obligations In connection with our leased facilities, we are required to remove certain leasehold improvements upon termination of our occupancy. We follow the provisions of the FASB issued ASC 410-20, Asset Retirement Obligations Activity in the asset retirement obligation account for the years ended December 31, is as follows: 2022 2021 Balance, beginning $ 222 $ 214 Accretion of liability due to passage of time 8 8 Amortization of asset due to passage of time — — Balance, ending $ 230 $ 222 |
Financial Instruments | Financial Instruments We follow ASC Topic 820, Fair Value Measurements and Disclosures Our financial instruments include cash, cash equivalents, accounts receivable, accounts payable and accrued expenses, along with any short-term and long-term borrowings as described in Note 3. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses are reasonable estimates of their fair value due to the short-term nature. The fair value of short-term and long-term debt approximates carrying value based on comparison of terms to similar debt offering in the marketplace. There were no financial instruments adjusted to fair value on December 31, 2022 and 2021. |
Product Revenue | Product Revenue Revenues are recognized when control of the promised goods are transferred to customers, in an amount that reflects the consideration we expect to receive in exchange for those goods. When our ingredients and finished products are shipped, with control being transferred at the shipping point, is the point in time at which we recognize the related revenue. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. Customers’ deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in our statements of operations. Contract balances for the year 2021 and 2020 Contract balances for the year ended December 31, 2022 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 3,937 $ — $ 1,444 Balance, ending 4,734 — 2,188 Contract balances for the year ended December 31, 2021 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 2,932 $ — $ 411 Balance, ending 3,937 — 1,444 Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was $ 667 260 |
Other Revenue | Other Revenue Other revenue may include revenue from technology license fees and paid development projects. Technology license fees and paid development projects are recognized over time when the obligations under the agreed upon contractual arrangements are performed on our part. Revenue recognized over time was $ 217 150 |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as expense when incurred. |
Income Taxes | Income Taxes We account for income taxes using the liability method. As such, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated using the enacted tax rates and laws that are expected to be in effect when the anticipated reversal of these differences is scheduled to occur. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured, as described above, is reflected as a liability for uncertain tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We have not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. We file tax returns in all appropriate jurisdictions, which includes a federal tax return and Illinois state tax return. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in selling, general and administrative expenses in the statements of operations. As of December 31, 2022, and 2021, we had no liability for unrecognized tax benefits. |
Earnings Per Share | Earnings Per Share Options to purchase approximately 2,051,000 2,018,000 Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: Years Ended December 31, 2022 2021 Numerator: (in Thousands) Net (loss) income $ (2,623 ) $ 2,320 Denominator: Weighted average number of basic common shares outstanding 49,117,000 45,021,173 Weighted average additional shares assuming conversion of in-the-money stock options to common shares — 2,018,000 Weighted average number of diluted common shares outstanding 49,117,000 47,039,173 Basic earnings per common share: Net income per share – basic $ (0.05 ) $ 0.05 Diluted earnings per common share: Net income per share – diluted $ (0.05 ) $ 0.05 |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces existing incurred loss impairment guidance and establishes a single allowance framework for financial assets carried at amortized cost. The effective date for our adoption (as amended) of this updated Standard will be January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on the consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs” which will require disclosure about an entity’s usage of such arrangements, which are also known as “reverse factoring”, payables finance”, and “structured payables”. The amendments in this Update require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The effective date for our adoption of this updated Standard will be January 1, 2023. The Company is currently evaluating the impact of the adoption of this standard on the consolidated financial statements. |
Reclassification from prior period | Reclassification from prior period The Company has reclassified a portion of the current ROU liability to non-current as of December 31, 2021, to be consistent with the classifications at December 31, 2022. This reclassification resulted in a decrease of $ 1,394 1,394 1,983 10,306 589 11,700 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Activity in the asset retirement obligation account for the years ended December 31, is as follows: | Activity in the asset retirement obligation account for the years ended December 31, is as follows: 2022 2021 Balance, beginning $ 222 $ 214 Accretion of liability due to passage of time 8 8 Amortization of asset due to passage of time — — Balance, ending $ 230 $ 222 |
Contract balances for the year 2021 and 2020 | Contract balances for the year 2021 and 2020 Contract balances for the year ended December 31, 2022 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 3,937 $ — $ 1,444 Balance, ending 4,734 — 2,188 Contract balances for the year ended December 31, 2021 is as follows: Accounts Receivable, net Contract Assets Contract Liabilities Balance, beginning $ 2,932 $ — $ 411 Balance, ending 3,937 — 1,444 |
Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: | Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: Years Ended December 31, 2022 2021 Numerator: (in Thousands) Net (loss) income $ (2,623 ) $ 2,320 Denominator: Weighted average number of basic common shares outstanding 49,117,000 45,021,173 Weighted average additional shares assuming conversion of in-the-money stock options to common shares — 2,018,000 Weighted average number of diluted common shares outstanding 49,117,000 47,039,173 Basic earnings per common share: Net income per share – basic $ (0.05 ) $ 0.05 Diluted earnings per common share: Net income per share – diluted $ (0.05 ) $ 0.05 |
Notes and Lines of Credit (Tabl
Notes and Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes and lines of credit consist of the following: | Notes and lines of credit consist of the following: As of December 31, 2022 2021 Rate Available Outstanding Balance Available Outstanding Balance Libertyville Bank & Trust (1) 8.50 % $ 30 $ — $ 30 $ — Libertyville Bank & Trust (2) 8.50 % 500 — 500 — Beachcorp, LLC (3) 5.25 % n/a n/a 3,467 1,351 Beachcorp, LLC (3) 5.25 % $ n/a $ n/a $ 1,000 $ 1,000 Beachcorp, LLC (3) (4) 8.25 % 4,392 4,282 n/a n/a Beachcorp, LLC (3) (5) 8.25 % 4,000 3,000 n/a n/a Strandler, LLC (3) (6) 8.25 % 1,000 1,000 n/a n/a 1) Since July 2014, we have maintained a bank-issued letter of credit for up to $ 30 prime rate 1 2) The Company maintains a credit agreement with Libertyville which most recently served the primary purpose of insuring that it met its cash balance requirements at quarter end relating to a contract with the Company’s largest customer. Interest on drawn balances was at the prime rate 1 3) On November 16, 2018, we entered into a Business Loan Agreement (the “Master Agreement”) with Beachcorp, LLC. The Master Agreement relates to two loan facilities, each evidenced by a separate promissory note dated as of November 16, 2018: a term loan to the Company of up to $ 500 8.25 December 31, 2020 2,000 prime rate 3 8.25 March 31, 2020 March 31, 2021 2,000 2,750 2,750 4,000 March 31, 2022 4,000 6,000 prime rate 2 March 31, 2023 500 1,000 prime rate 2 March 31, 2022 4) On January 28, 2022 the Company entered into an Amended and Restated Business Loan Agreement (the “A&R Loan Agreement”), which amends and restates the Master Agreement between the Company and Beachcorp, LLC, and a new promissory note in order to evidence the A/R Revolver facility, including an amendment to expand the limit on the A/R Revolver Facility from $ 6,000 8,000 prime rate 0.75 March 31, 2024 5) On January 28, 2022 the Company entered into the A&R Loan Agreement and a new revolving loan agreement (“Inventory Facility”) with Beachcorp, LLC, and a new promissory note in order to evidence the Inventory Facility. The maximum borrowing amount under the Inventory Facility is $ 4,000 50 prime rate 0.75 March 31, 2024 6) On January 28, 2022 the Company entered into an additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the Term Loan to Strandler, LLC from Beachcorp, LLC. Interest on the New Term Loan is at the prime rate 0.75 March 31, 2024 |
Schedule of Related Parties | Related party interest expense consists of the following: Schedule of Related Parties Twelve Months Ended December 31, 2022 2021 Interest expense, related parties $ 356 $ 1,129 Accrued interest consists of the following: As of December 31, 2022 2021 Accrued interest expense, related parties $ 49 $ 13 Outstanding balances associated with related parties are as follows: As of December 31, 2022 2021 Beachcorp, LLC $ 7,282 $ 2,351 Strandler, LLC 1,000 n/a |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories consist of the following: | Inventories consist of the following: As of December 31, 2022 2021 Raw materials $ 6,797 $ 4,413 Finished goods 2,041 1,682 Total Inventories, net 8,839 6,095 |
Equipment and Leasehold Impro_2
Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Equipment and leasehold improvements consist of the following: | Equipment and leasehold improvements consist of the following: As of December 31, 2022 2021 Machinery and equipment $ 19,899 $ 18,289 Office equipment 1,014 961 Office furniture 110 110 Leasehold improvements 5,140 4,900 Construction in progress 2,952 1,062 29,115 25,322 Less: Accumulated depreciation and amortization (21,166 ) (20,610 ) $ 7,949 $ 4,712 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease Commitments | |
Quantitative information regarding the Company’s leases is as follows: | Quantitative information regarding the Company’s leases is as follows: Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, 2021 Components of lease cost Finance lease cost components: Amortization of finance lease assets $ 33 $ 52 Interest on finance lease liabilities 4 18 Total finance lease costs 37 70 Operating lease cost components: Operating lease cost 2,068 554 Variable lease cost 536 134 Short-term lease cost 138 49 Sub-lease income (689 ) — Total operating lease costs 2,053 737 Total lease cost $ 2,090 $ 807 |
Supplemental cash flow information related to leases is as follows for the years ended December 31, 2022 and 2021: | Supplemental cash flow information related to leases is as follows for the years ended December 31, 2022 and 2021: 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 1,433 $ 741 Lease liabilities arising from obtaining right-of-use assets $ 12 $ 10,505 Early termination of operating lease 73 — Reduction in right of use asset due to remeasurement (1,793 ) — Reduction in lease liability due to remeasurement (1,898 ) — Weighted-average remaining lease term-finance leases (in years) — 0.7 Weighted-average remaining lease term-operating leases (in years) 9.6 9.5 Weighted-average discount rate-finance leases — % 9.3 % Weighted-average discount rate-operating leases 7.6 % 7.5 % |
The future maturities of the Company’s operating leases as of December 31, 2022 are as follows: | The future maturities of the Company’s operating leases as of December 31, 2022 are as follows: 2023 $ 97 2024 2,029 2025 1,473 2026 1,471 2027 1,510 Thereafter 7,162 Total payments $ 13,742 Less amounts representing interest (3,919 ) Total minimum payments required $ 9,823 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses consist of the following: | Accrued expenses consist of the following: As of December 31, 2022 2021 Accrued payroll and related expenses $ 288 $ 471 Accrued accounts payable 403 320 Tenant security deposit / advance rent 61 122 Other 271 33 Total $ 1,023 $ 946 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
A reconciliation of income tax expense to the amount computed by applying the Federal income tax rate to loss before provision for income taxes as of December 31, 2022 and 2021 is as follows: | A reconciliation of income tax expense to the amount computed by applying the Federal income tax rate to loss before provision for income taxes as of December 31, 2022 and 2021 is as follows: 2022 2021 Income tax credit at statutory rates $ (551 ) $ 495 Tax exempt income - PPP loan — (271 ) Permanent tax deduction stock options exercised (273 ) (63 ) State income tax, net of federal benefits (124 ) 177 Expiration of NOL & credits 1,149 899 Effect of change in deferred tax rate 69 — Expiration of stock options 75 92 Other (15 ) 2 Change in valuation allowance (347 ) (1,294 ) TOTAL $ (17 ) 37 |
Significant components of our deferred income taxes consist of the following: | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred income taxes consist of the following: As of December 31, 2022 2021 Deferred tax liabilities: Excess tax depreciation $ (253 ) — Total deferred tax liabilities (253 ) — Deferred tax assets: Net operating loss carryforwards $ 13,416 $ 14,566 179 Carryforwards 117 — 163(j) Business interest limitation carryforwards 98 — Deferred revenue 202 — Inventory and other allowances 177 148 Excess (tax) book depreciation — 31 Excess (tax) book amortization 59 63 174 research & experimental expenditures 480 — Share-based compensation 394 308 Other accrued costs 238 161 Total deferred tax assets 15,181 15,277 Less: Valuation allowance (14,928 ) (15,277 ) Deferred income taxes $ — $ — |
Stock Options and Stock Grants
Stock Options and Stock Grants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
We follow ASC Topic 718, Share-Based Payments, in which compensation expense is recognized only for share-based payments expected to vest. | We follow ASC Topic 718, Share-Based Payments, in which compensation expense is recognized only for share-based payments expected to vest. Years ended December 31, 2022 2021 Share-based compensation expense $ 625 $ 160 Remaining unrecognized compensation expense $ 1,732 Remaining weighted average-period, expense recognition (years) 2.5 |
Schedule of assumptions used to calculate Black-Scholes option pricing model for options granted | The following table illustrates the various assumptions used to calculate the Black-Scholes option pricing model for options granted for all years presented: Schedule of assumptions used to calculate Black-Scholes option pricing model for options granted Years Ended December 31, 2022 2021 Weighted-average risk-free interest rates: 3.5 % 1.4 % Dividend yield: 0 % 0 % Weighted-average expected life (years) of the option: 5 5 Weighted-average expected stock price volatility: 116 % 115 % Weighted-average fair value of the options granted: $ 0.97 $ 2.59 |
Additional disclosures for options granted for all years presented: | Additional disclosures for options granted for all years presented: Years Ended December 31, 2022 2021 Vesting period (years) of shares granted in period 3 3 Contractual life (years) of shares granted in period 7 7 Estimated forfeitures 4 % 4 % |
Schedule of option activity | The following table summarizes the option activity for our employees and directors during the year ended December 31, 2022: Schedule of option activity Weighted Weighted Average Aggregate Average Remaining Intrinsic Shares Exercise Price Contractual Value Options (Rounded) per Share Term (Years) (000s) Outstanding on January 1, 2022 3,193,216 $ 1.18 Granted 768,400 $ 1.61 Exercised (414,455 ) $ 0.44 Forfeited or expired (103,500 ) $ 2.50 Outstanding on December 31, 2022 3,443,661 $ 1.33 4.9 $ 1,230 Exercisable on December 31, 2022 2,193,254 $ 0.86 4.1 $ 1,126 Shares available for grant 1,119,100 |
The aggregate intrinsic value in the table above is based on our closing stock price of $1.13 | The aggregate intrinsic value in the table above is based on our closing stock price of $ 1.13 Years ended December 31, 2022 2021 Shares exercised 414,455 535,100 Total intrinsic value $ 942 $ 1,169 Cash received $ 182 $ 234 |
Significant Customers (Tables)
Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
We had four significant customers for the year ended December 31, 2022. | We had four significant customers for the year ended December 31, 2022. For the years ended December 31, Customer # Product Category 2022 2021 1 Personal Care Ingredients 30 % 26 % 2 Solésence® 17 % 19 % 3 Solésence® 15 % 15 % 4 Solésence® 7 % 10 % Total 69 % 70 % |
Accounts receivable balances for these four customers were approximately: | Accounts receivable balances for these four customers were approximately: For the years ended Customer # Product Category 2022 2021 1 Personal Care Ingredients $ 1,082 $ 641 2 Solésence® 438 534 3 Solésence® 683 1,048 4 Solésence® 770 239 Total $ 2,973 $ 2,462 |
Business Segmentation and Geo_2
Business Segmentation and Geographical Distribution (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
The revenues for 2022 and 2021 by category are as follows: | Our operations comprise a single business segment and all of our long-lived assets are located within the United States. We categorize our revenue stream into three main product categories, Personal Care Ingredients, Advanced Materials and Solésence. The revenues for 2022 and 2021 by category are as follows: For the years ended December 31 Product Category 2022 2021 Solésence $ 23,111 $ 18,175 Personal Care Ingredients 11,121 7,739 Advanced Materials 3,085 3,561 Total Sales $ 37,317 $ 29,475 |
Activity in the asset retiremen
Activity in the asset retirement obligation account for the years ended December 31, is as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance, beginning | $ 222 | $ 214 |
Accretion of liability due to passage of time | 8 | 8 |
Amortization of asset due to passage of time | ||
Balance, ending | $ 230 | $ 222 |
Contract balances for the year
Contract balances for the year 2021 and 2020 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Accounts receivable, net | $ 4,734 | $ 3,937 | $ 2,932 |
Contract Liabilities | $ 2,188 | $ 1,444 | $ 411 |
Earnings applicable to common s
Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: (in Thousands) | ||
Net (loss) income | $ (2,623) | $ 2,320 |
Denominator: | ||
Weighted average number of basic common shares outstanding | 49,117,000 | 45,021,173 |
Weighted average additional shares assuming conversion of in-the-money stock options to common shares | 2,018,000 | |
Weighted average number of diluted common shares outstanding | 49,117,000 | 47,039,173 |
Basic earnings per common share: | ||
Net income per share – basic | $ (0.05) | $ 0.05 |
Diluted earnings per common share: | ||
Net income per share – diluted | $ (0.05) | $ 0.05 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Deferred revenue | $ 2,188 | |
Revenue from contract with customer excluding assessed tax | 667 | $ 260 |
Revenue | $ 37,317 | $ 29,475 |
Anti-dilutive pptions excluded from computation of earnings per share | 2,051,000 | |
Options included in computation of earnings per share | 2,018,000 | |
Total current liabilities | $ (16,835) | $ (7,340) |
Long-term operating lease obligations | 9,823 | 11,700 |
Current operating lease obligations | 0 | 589 |
Revision of Prior Period, Adjustment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total current liabilities | 1,394 | |
Long-term operating lease obligations | 1,394 | |
Previously Reported [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Long-term operating lease obligations | 10,306 | |
Current operating lease obligations | 1,983 | |
Transferred over Time [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Revenue | $ 217 | $ 150 |
Medical Diagnostics Application Customer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of prepayments | 30% | |
Certain Customers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of prepayments | 67% | |
Personal Care Ingredient Customer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of prepayments | 3% | |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 20 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 7 years | |
Other Capitalized Property Plant and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 7 years | |
Other Capitalized Property Plant and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment leasehold improvements and leased assets useful life | 10 years |
Notes and lines of credit consi
Notes and lines of credit consist of the following: (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 28, 2022 | Apr. 21, 2021 | Dec. 23, 2020 | Mar. 23, 2020 | Nov. 16, 2018 | Jul. 31, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 08, 2020 | |
Letter of Credit [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Letter of credit and related promissory note | $ 30 | ||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate | prime rate | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | 1% | |||||||
Libertyville Bank and Trust [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Libertyville Bank & Trust | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 8.50% | ||||||||
Available | $ 30 | $ 30 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | |||||||||
Libertyville Bank and Trust One [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Libertyville Bank & Trust | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 8.50% | ||||||||
Available | $ 500 | 500 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | |||||||||
Beachcorp, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Beachcorp, LLC | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 5.25% | ||||||||
Available | 3,467 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,351 | ||||||||
Beachcorp, LLC One [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Beachcorp, LLC | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 5.25% | ||||||||
Available | 1,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | ||||||||
Beachcorp, LLC Two [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Beachcorp, LLC | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 8.25% | ||||||||
Available | $ 4,392 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,282 | ||||||||
Beachcorp, LLC Three [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Beachcorp, LLC | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 8.25% | ||||||||
Available | $ 4,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000 | ||||||||
Strandler, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, description | Strandler, LLC | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 8.25% | ||||||||
Available | $ 1,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | ||||||||
Term Loan [Member] | Strandler, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||
Debt Instrument, Maturity Date | Mar. 31, 2024 | ||||||||
Term Loan [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | $ 500 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | ||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | Dec. 31, 2020 | |||||||
Revolving Credit Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000 | $ 6,000 | $ 4,000 | $ 2,000 | $ 2,750 | ||||
Debt Instrument, Description of Variable Rate Basis | prime rate | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | ||||||||
Line of Credit Facility, Expiration Date | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2020 | ||||||
Revolving Credit Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.25% | ||||||||
Term Loan and The Revolver Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate | prime rate | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | 2% | |||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | Mar. 31, 2021 | |||||||
Inventory Facility [Member] | Business Loan Agreement [Member] | Beachcorp, LLC [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000 | ||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||
Debt Instrument, Maturity Date | Mar. 31, 2024 | ||||||||
Line of Credit Percentage of Eligible inventory | 50% |
Schedule of Related Parties (De
Schedule of Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Interest expense related party | $ 356 | $ 1,129 |
Accrued interest expense, related parties | 49 | 13 |
Beachcorp, LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Outstanding balances associated with related partie | 7,282 | $ 2,351 |
Strandler, LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Outstanding balances associated with related partie | $ 1,000 |
Notes and Lines of Credit (Deta
Notes and Lines of Credit (Details Narrative) - USD ($) | 12 Months Ended | |||||
May 07, 2021 | Nov. 20, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 17, 2020 | |
Debt Instrument [Line Items] | ||||||
Interest Expense | $ 382,000 | $ 1,154,000 | ||||
Bradford T Whitmore [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of Stock, Shares Issued | 10,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 95,555 | |||||
Accrued interest | $ 19,000 | |||||
Secured Convertible Promissory Note [Member] | Bradford T Whitmore [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||
Debt Instrument, Maturity Date | May 15, 2024 | |||||
Debt Instrument, Interest Rate Terms | interest was payable semi-annually | |||||
Debt Instrument, Date of First Required Payment | May 15, 2020 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | |||||
Share Price | $ 0.32 | |||||
Debt Instrument, Unamortized Discount | $ 1,200,000 | |||||
Interest Expense | 903,000 | $ 267,000 | ||||
Promissory Note [Member] | Libertyville [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||
Debt Instrument, Face Amount | $ 952,000 | |||||
Long-Term Debt | $ 0 |
Inventories consist of the foll
Inventories consist of the following: (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 6,797 | $ 4,413 |
Finished goods | 2,041 | 1,682 |
Total Inventories, net | $ 8,839 | $ 6,095 |
Equipment and leasehold impro_3
Equipment and leasehold improvements consist of the following: (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | $ 29,115 | $ 25,322 |
Less: Accumulated depreciation and amortization | (21,166) | (20,610) |
Property, Plant and Equipment, Net, Total | 7,949 | 4,712 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | 19,899 | 18,289 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | 1,014 | 961 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | 110 | 110 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | 5,140 | 4,900 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment,gross | $ 2,952 | $ 1,062 |
Equipment and Leasehold Impro_4
Equipment and Leasehold Improvements (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 557 | $ 444 |
Quantitative information regard
Quantitative information regarding the Company’s leases is as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost components: | ||
Amortization of finance lease assets | $ 33 | $ 52 |
Interest on finance lease liabilities | 4 | 18 |
Total finance lease costs | 37 | 70 |
Operating lease cost components: | ||
Operating lease cost | 2,068 | 554 |
Variable lease cost | 536 | 134 |
Short-term lease cost | 138 | 49 |
Sub-lease income | (689) | |
Total operating lease costs | 2,053 | 737 |
Total lease cost | $ 2,090 | $ 807 |
Supplemental cash flow informat
Supplemental cash flow information related to leases is as follows for the years ended December 31, 2022 and 2021: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Commitments | ||
Operating cash outflow from operating leases | $ 1,433 | $ 741 |
Lease liabilities arising from obtaining right-of-use assets | 12 | $ 10,505 |
Early termination of operating lease | 73 | |
Reduction in right of use asset due to remeasurement | (1,793) | |
Reduction in lease liability due to remeasurement | $ (1,898) | |
Weighted-average remaining lease term-finance leases (in years) | 8 months 12 days | |
Weighted-average remaining lease term-operating leases (in years) | 9 years 7 months 6 days | 9 years 6 months |
Weighted-average discount rate-finance leases | 9.30% | |
Weighted-average discount rate-operating leases | 7.60% | 7.50% |
The future maturities of the Co
The future maturities of the Company’s operating leases as of December 31, 2022 are as follows: (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lease Commitments | |
2023 | $ 97 |
2024 | 2,029 |
2025 | 1,473 |
2026 | 1,471 |
2027 | 1,510 |
Thereafter | 7,162 |
Total payments | 13,742 |
Less amounts representing interest | (3,919) |
Total minimum payments required | $ 9,823 |
Lease Commitments (Details Narr
Lease Commitments (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Commitments | ||
Operating leases, right of use | $ 8,978 | $ 12,075 |
Current portion of operating lease obligations | 0 | 589 |
Long-term portion of operating lease obligations | 9,823 | $ 11,700 |
Tenant improvement allowances | 1,957 | |
Operating lease payment, 2023 | $ 97 |
Accrued expenses consist of the
Accrued expenses consist of the following: (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 288 | $ 471 |
Accrued accounts payable | 403 | 320 |
Tenant security deposit / advance rent | 61 | 122 |
Other | 271 | 33 |
Total | $ 1,023 | $ 946 |
A reconciliation of income tax
A reconciliation of income tax expense to the amount computed by applying the Federal income tax rate to loss before provision for income taxes as of December 31, 2022 and 2021 is as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax credit at statutory rates | $ (551) | $ 495 |
Tax exempt income - PPP loan | (271) | |
Permanent tax deduction stock options exercised | (273) | (63) |
State income tax, net of federal benefits | (124) | 177 |
Expiration of NOL & credits | 1,149 | 899 |
Effect of change in deferred tax rate | 69 | |
Expiration of stock options | 75 | 92 |
Other | (15) | 2 |
Change in valuation allowance | (347) | (1,294) |
TOTAL | $ (17) | $ 37 |
Significant components of our d
Significant components of our deferred income taxes consist of the following: (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax liabilities: | ||
Excess tax depreciation | $ (253) | |
Total deferred tax liabilities | (253) | |
Deferred tax assets: | ||
Net operating loss carryforwards | 13,416 | 14,566 |
179 Carryforwards | 117 | |
163(j) Business interest limitation carryforwards | 98 | |
Deferred revenue | 202 | |
Inventory and other allowances | 177 | 148 |
Excess (tax) book depreciation | 31 | |
Excess (tax) book amortization | 59 | 63 |
174 research & experimental expenditures | 480 | |
Share-based compensation | 394 | 308 |
Other accrued costs | 238 | 161 |
Total deferred tax assets | 15,181 | 15,277 |
Less: Valuation allowance | (14,928) | (15,277) |
Deferred income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax provision | $ (17) | $ 37 |
Increase (decrease) in valuation allowance | 300 | 1,300 |
Valuation allowance, net operating loss carryforwards and credits | 5,500 | $ 1,000 |
Net operating loss carryforwards | 56,000 | |
General Business Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Carryforwards | $ 500 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards expiration period start | 2023 | |
Operating loss carryforwards expiration period end | 2037 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 21,000 | |
Operating loss carryforwards expiration period start | 2029 | |
Operating loss carryforwards expiration period end | 2039 | |
Expiring 2023 to 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 51,000 | |
Tax Year 2018 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 5,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 24,088 | 24,088 |
We follow ASC Topic 718, Share-
We follow ASC Topic 718, Share-Based Payments, in which compensation expense is recognized only for share-based payments expected to vest. (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 625 | $ 160 |
Remaining unrecognized compensation expense | $ 1,732 | |
Remaining weighted average-period, expense recognition (years) | 2 years 6 months |
Schedule of assumptions used to
Schedule of assumptions used to calculate Black-Scholes option pricing model for options granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted-average risk-free interest rates | 3.50% | 1.40% |
Dividend yield | 0% | 0% |
Weighted-average expected life (years) of the option | 5 years | 5 years |
Weighted-average expected stock price volatility | 116% | 115% |
Weighted-average fair value of the options granted | $ 0.97 | $ 2.59 |
Additional disclosures for opti
Additional disclosures for options granted for all years presented: (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period (years) of shares granted in period | 3 years | 3 years |
Contractual life (years) of shares granted in period | 7 years | 7 years |
Estimated forfeitures | 4% | 4% |
Schedule of option activity (De
Schedule of option activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares Outstanding, Beginning | 3,193,216 |
Shares Outstanding Beginning, (per share) | $ / shares | $ 1.18 |
Granted | 768,400 |
Granted (per share) | $ / shares | $ 1.61 |
Exercised | (414,455) |
Exercised (per share) | $ / shares | $ 0.44 |
Forfeited or expired | (103,500) |
Forfeited or expired (per share) | $ / shares | $ 2.50 |
Shares Outstanding, Beginning | 3,443,661 |
Shares Outstanding Beginning, (per share) | $ / shares | $ 1.33 |
Weighted Average Remaining Contractual Term, Outstanding, end | 4 years 10 months 24 days |
Shares Outstanding (Intrinsic value) | $ | $ 1,230 |
Shares Exercisable | 2,193,254 |
Shares Exercisable, (per share) | $ / shares | $ 0.86 |
Shares Exercisable (years) | 4 years 1 month 6 days |
Shares Exercisable (Intrinsic value) | $ | $ 1,126 |
Shares available for grant | 1,119,100 |
The aggregate intrinsic value i
The aggregate intrinsic value in the table above is based on our closing stock price of $1.13 (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares exercised | 414,455 | |
Cash received | $ 182 | $ 234 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Closing stock share price | $ 1.13 | |
Shares exercised | 414,455 | 535,100 |
Total intrinsic value | $ 942 | $ 1,169 |
Cash received | $ 182 | $ 234 |
Stock Options and Stock Grant_2
Stock Options and Stock Grants (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Compensation Plan 2019 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares based compensation payment award expiration period | 7 years |
Equity Compensation Plan 2010 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares based compensation payment award expiration period | 10 years |
401(k) Profit-Sharing Plan (Det
401(k) Profit-Sharing Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, cost | $ 153 | $ 107 |
We had four significant custome
We had four significant customers for the year ended December 31, 2022. (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from customers | 30% | 26% |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from customers | 17% | 19% |
Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from customers | 15% | 15% |
Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from customers | 7% | 10% |
Customers One through Four [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from customers | 69% | 70% |
Accounts receivable balances fo
Accounts receivable balances for these four customers were approximately: (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total | $ 2,973 | $ 2,462 |
Customer One [Member] | ||
Total | 1,082 | 641 |
Customer Two [Member] | ||
Total | 438 | 534 |
Customer Three [Member] | ||
Total | 683 | 1,048 |
Customer Four [Member] | ||
Total | $ 770 | $ 239 |
Significant Customers (Details
Significant Customers (Details Narrative) | Dec. 31, 2022 |
Supply Commitment [Line Items] | |
Equipment sale - net book value | 115% |
Supply Commitment [Member] | |
Supply Commitment [Line Items] | |
Equipment sale - net book value | 115% |
Equipment sale- original book value | 30% |
The revenues for 2022 and 2021
The revenues for 2022 and 2021 by category are as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Total revenue | $ 37,317 | $ 29,475 |
Solesence [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 23,111 | 18,175 |
Personal Care ingredients [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | 11,121 | 7,739 |
Advanced Materials [Member] | ||
Revenue from External Customer [Line Items] | ||
Total revenue | $ 3,085 | $ 3,561 |
Business Segmentation and Geo_3
Business Segmentation and Geographical Distribution (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,236 | $ 2,335 |
Non-US [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,971 | $ 3,236 |