Note 10 - Subsequent Events	6 Months Ended
Jun. 30, 2025
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 10 – SUBSEQUENT EVENTS Acquisition - Irwin Naturals On August 8, 2025 (“the Closing Date”), the Company acquired substantially all of the assets of Irwin Naturals and its related affiliates (“Irwin”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code. The Company acquired substantially all of the assets and assumed certain liabilities of Irwin. Total consideration for the acquisition before any post-closing adjustments was approximately $42,500. Of this amount, $29,750 was funded using proceeds from a new term loan provided by the Bank, $6,000 was funded from a new $10,000 revolving line-of-credit from the Bank, with the remainder funded from the Company’s available cash balances. The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin. The Company is in the process of determining the appropriate accounting for this acquisition. Loan Security and Guarantee Agreement – First Citizens Bank On the Closing Date, the Company entered into the Credit Agreement with the Bank. Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40,625 (“Term Loan”) and a three-year revolving line of credit of up to $10,000 (the “Credit Line”, and collectively with the Term Loan, the “Loan”). The Company used $29,750 from the Term Loan to complete the purchase of substantially all of the assets of Irwin, and its related affiliates, pursuant to an Asset Purchase and Sale Agreement (“APA”), and $10,875 to pay off, retire and replace all existing debt of the Company as of the Closing Date. Pursuant to the Credit Agreement, the Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above a forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“Term SOFR Rate”, the Term SOFR Rate together with the aforementioned margin, the “Applicable Rate”), and the Company shall make payments of accrued interest on the Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Term Loan in amounts equal to 3.75% of the then-outstanding principal balance of the Term Loan for the first eight such payment dates and 5.00% thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Term Loan being due and payable in full on August 8, 2030; and outstanding advances under the Credit Line (“Advances”) will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such Advances at the end of each interest period and on the repayment of any Advance with all remaining principal and accrued interest on the Advances being due and payable in full on August 8, 2028. The Credit Agreement contains customary events of default, which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2% per annum, and the Bank may declare all Obligations (as defined in the Credit Agreement) immediately due and payable. The Credit Agreement further contains customary representations and warranties of the Company, customary indemnification provisions whereby the Company will indemnify Bank for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters, and customary affirmative and negative covenants, including covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

Note 10 - Subsequent Events

6 Months Ended

Jun. 30, 2025

NOTE 10 – SUBSEQUENT EVENTS

Acquisition - Irwin Naturals

On August 8, 2025 (“the Closing Date”), the Company acquired substantially all of the assets of Irwin Naturals and its related affiliates (“Irwin”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code. The Company acquired substantially all of the assets and assumed certain liabilities of Irwin. Total consideration for the acquisition before any post-closing adjustments was approximately $42,500. Of this amount, $29,750 was funded using proceeds from a new term loan provided by the Bank, $6,000 was funded from a new $10,000 revolving line-of-credit from the Bank, with the remainder funded from the Company’s available cash balances. The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin.

The Company is in the process of determining the appropriate accounting for this acquisition.

Loan Security and Guarantee Agreement – First Citizens Bank

On the Closing Date, the Company entered into the Credit Agreement with the Bank. Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40,625 (“Term Loan”) and a three-year revolving line of credit of up to $10,000 (the “Credit Line”, and collectively with the Term Loan, the “Loan”). The Company used $29,750 from the Term Loan to complete the purchase of substantially all of the assets of Irwin, and its related affiliates, pursuant to an Asset Purchase and Sale Agreement (“APA”), and $10,875 to pay off, retire and replace all existing debt of the Company as of the Closing Date.

Pursuant to the Credit Agreement, the Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above a forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“Term SOFR Rate”, the Term SOFR Rate together with the aforementioned margin, the “Applicable Rate”), and the Company shall make payments of accrued interest on the Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Term Loan in amounts equal to 3.75% of the then-outstanding principal balance of the Term Loan for the first eight such payment dates and 5.00% thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Term Loan being due and payable in full on August 8, 2030; and outstanding advances under the Credit Line (“Advances”) will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such Advances at the end of each interest period and on the repayment of any Advance with all remaining principal and accrued interest on the Advances being due and payable in full on August 8, 2028.

The Credit Agreement contains customary events of default, which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2% per annum, and the Bank may declare all Obligations (as defined in the Credit Agreement) immediately due and payable. The Credit Agreement further contains customary representations and warranties of the Company, customary indemnification provisions whereby the Company will indemnify Bank for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters, and customary affirmative and negative covenants, including covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.