The trademark Kaspien is registered with the U.S. Patent and Trademark Office and is owned by Kaspien. We believe that our rights to this trademark is adequately protected. We hold no material patents, licenses, franchises, or concessions; however, our established trademark is essential to maintaining our competitive position.
The Company’s headquarters are located at 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216, and its telephone number is (855)-300-2710. The Company’s corporate website address is www.kaspien.com. The Company makes available, free of charge, its Exchange Act Reports (Forms 10-K, 10-Q, 8-K and any amendments thereto) on its web site as soon as practical after the reports are filed with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. This information can be obtained from the site http://www.sec.gov. The Company’s Common Stock, $0.01 par value, is listed on the NASDAQ Capital Market under the trading symbol “KSPN”.
The following is a discussion of certain factors, which could affect the financial results of the Company.
If we cannot successfully implement our business strategy our growth and profitability could be adversely impacted.
Our future results will depend, among other things, on our success in implementing our business strategy.
There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. In addition,Based on recurring losses from operations, negative cash flows from operations, the proceedsexpectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the PPP Loan are subject to audit and there is a riskoutcome of repayment.this uncertainty.
Continued increases in Amazon Marketplace fulfillment and storage fees could have an adverse impact on our profit margin and results of operations.
The Company utilizes Amazon’s Freight by Amazon (“FBA”) platform to store their products at the Amazon fulfillment center and to pack and distribute these products to customers. If Amazon continues to increase its FBA fees, our profit margin could be adversely affected.
Our business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain and enhance our product listings if we receive unfavorable customer complaints, negative publicity, or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.
Maintaining and enhancing our product listings is critical in expanding and growing our business. However, a significant portion of our perceived performance to the customer depends on third parties outside of our control, including suppliers and third-party delivery agents as well as online retailers such as Amazon and Walmart. Because our agreements with our online retail partners are generally terminable at will, we may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to period. Because we rely on third parties to deliver our products, we are subject to shipping delays or disruptions caused by inclement weather, natural disasters, labor activism, health epidemics or bioterrorism. We may also experience shipping delays or disruptions due to other carrier-related issues relating to their own internal operational capabilities. Further, we rely on the business continuity plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and we have limited ability to influence their plans, prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.
Customer complaints or negative publicity about our products, delivery times, or marketing strategies, even if not accurate, especially on blogs, social media websites and third-party market sites, could rapidly and severely diminish consumer view of our product listings and result in harm to our brands. Customers may also make safety-related claims regarding products sold through our online retail partners, such as Amazon, which may result in an online retail partner removing the product from its marketplace. We have from time to time experienced such removals and such removals may materially impact our financial results depending on the product that is removed and length of time that it is removed. We also use and rely on other services from third parties, such as our telecommunications services, and those services may be subject to outages and interruptions that are not within our control.
A change in one or more of the Company’s partners’ policies or the Company’s relationship with those partners could adversely affect the Company’s results of operations.
The Company is dependent on its partners to supply merchandise in a timely and efficient manner. If a partner fails to deliver on its commitments, whether due to financial difficulties or other reasons, the Company could experience merchandise shortages that could lead to lost sales.
Historically, the Company has not experienced difficulty in obtaining satisfactory sources of supply and management believes that it will continue to have access to adequate sources of supply. No individualThe Company had one partner exceeded 10%that represented 20.4% of purchasesnet revenue in fiscal 2020.2022.
Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations.
The Company generates substantially all of its revenue through the Amazon Marketplace. Therefore, we depend in large part on our relationship with Amazon for growth. In particular, we depend on our ability to offer products on the Amazon Marketplace. We also depend on Amazon for the timely delivery of products to customers. Any adverse change in our relationship with Amazon, including restrictions on the ability to offer products or termination of the relationship, could adversely affect our continued growth and financial condition and results of operations.
7We have substantial indebtedness, which could adversely affect our business.
We have a significant amount of debt and we may continue to incur additional debt in the future. As of January 28, 2023, the Company had borrowings of $8.8 million under our credit facility with Eclipse. We also had borrowings of $5.3 million under our Subordinated Debt facility, with interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount. In addition, we have $4.5 million under our Subordinated Debt Facility, with interest accruing at the rate of fifteen percent (15%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount. Substantially all of our assets, including the capital stock of Kaspien is pledged to secure our indebtedness. This leverage also exposes us to significant risk by limiting our flexibility in planning for, or reacting to, changes in our business (whether through competitive pressure or otherwise), our industry and the economy at large. In addition, our ability to make payments on, or repay or refinance, such debt, and to fund our operating and capital expenditures, depends largely upon our future operating performance. Our future operating performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.
The terms of our asset-based revolving credit agreement and subordinated debt agreement impose certain restrictions on us that may impair our ability to respond to changing business and economic conditions, which could have a significant adverse impact on our business. Additionally, our business could suffer if our ability to acquire financing is reduced or eliminated.
On February 20, 2020, Kaspien entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina,Eclipse, as administrative agent, under which the lenders committed to provide up to $25 million in loans under a three-year,four-year, secured revolving credit facility (the “New Credit“Credit Facility”). On March 30, 2020, we entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien. We subsequently amended the Subordinated Loan to add an additional $5.0 million secured term loan.
Among other things, the Loan Agreement limitsand Subordinated Loan Agreement limit Kaspien’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. The Loan Agreement also requires Kaspien to comply with a financial maintenance covenant.
The Loan Agreement and Subordinated Loan Agreement contains customary events (including our Subordinated Debt) of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the borrowers and guarantors under the New Credit Facility taken as a whole, the occurrence of an uninsured loss to a material portion of collateral and, in the case of the Credit Facility, failure of the obligations under the New Credit Facility to constitute senior indebtedness under any applicable subordination or intercreditor agreements, including our Subordinated Debt.
As of January 30, 2021, the Company had borrowings of $6.3 million under its credit facility with Encina.
8
Risks Related to Information Technology and Intellectual Property
Breach of data security could harm our business and standing with our customers.
The protection of our partner, employee and business data is critical to us. Our business, like that of most companies, involves confidential information about our employees, our suppliers and our Company. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of all such data, including confidential information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. Unauthorized parties may attempt to gain access to our systems or information through fraud or other means, including deceiving our employees or third-party service providers. The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are also constantly changing and evolving, and may be difficult to anticipate or detect. We have implemented and regularly review and update our control systems, processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, the ever-evolving threats mean we must continually evaluate and adapt our systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. Any security breach involving the misappropriation, loss or other unauthorized disclosure of customer payment card or personal information or employee personal or confidential information, whether by us or our vendors, could damage our reputation, expose us to risk of litigation and liability, disrupt our operations, harm our business and have an adverse impact upon our net sales and profitability. As the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business, compliance with those requirements could also result in additional costs. Further, if we are unable to comply with the security standards established by banks and the credit card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could adversely affect our retail operations.
Our hardware and software systems are vulnerable to damage, theft or intrusion that could harm our business.
Any failure of our computer hardware or software systems that causes an interruption in our operations or a decrease in inventory tracking could result in reduced net sales and profitability. Additionally, if any data intrusion, security breach, misappropriation or theft were to occur, we could incur significant costs in responding to such event, including responding to any resulting claims, litigation or investigations, which could harm our operating results.
Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results.
Our trademark, trade secrets and other intellectual property, including proprietary software, are valuable assets that are critical to our success. The unauthorized reproduction or other misappropriation of our intellectual property could cause a decline in our revenue. In addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or licensing agreements or result in our loss of ownership or use of the intellectual property.
Risks Related to Human Capital
Loss of key personnel or the inability to attract, train and retain qualified employees could adversely affect the Company’s results of operations.
The Company believes that its future prospects depend, to a significant extent, on the services of its executive officers. Our future success will also depend on our ability to attract and retain qualified key personnel. The loss of the services of certain of the Company’s executive officers and other key management personnel could adversely affect the Company’s results of operations.
In addition to our executive officers, the Company’s business is dependent on our ability to attract, train and retain qualified team members. Our ability to meet our labor needs while controlling our costs is subject to external factors such as unemployment levels, health care costs and changing demographics. If we are unable to attract and retain adequate numbers of qualified team members, our operations and support functions could suffer. Those factors, together with increased wage and benefit costs, could adversely affect our results of operations.
We may face difficulties in meeting our labor needs to effectively operate our business.
We are heavily dependent upon our labor workforce. Our compensation packages are designed to provide benefits commensurate with our level of expected service. However, we face the challenge of filling many positions at wage scales that are appropriate to the industry and competitive factors. We also face other risks in meeting our labor needs, including competition for qualified personnel and overall unemployment levels, and increased costs associated with complying with regulations relating to COVID-19.levels. Changes in any of these factors, including a shortage of available workforce, could interfere with our ability to adequately service our customers and could result in increasing labor costs.
Our business could be adversely affected by increased labor costs, including costs related to an increase in minimum wage and health care.
Labor is one of the primary components in the cost of operating our business. Increased labor costs, whether due to competition, unionization, increased minimum wage, state unemployment rates, health care, or other employee benefits costs may adversely impact our operating expenses. Additionally, there is no assurance that future health care legislation will not adversely impact our results or operations.
Risks Related to Ownership of Our Common Stock.
The ownership of our Common Stock is concentrated, and entities affiliated with members of our Board of Directors have significant influence and control over the outcome of any vote of the Company’s Shareholdersshareholders and may have competing interests.
The Robert J. Higgins TWMC Trust (the “Trust”) owns approximately 28.8%14.4% of the outstanding Common Stock and Neil Subin owns approximately 12.1%9.1% of the outstanding Common Stock, and as a result each can significantly influence the outcome of most actions requiring shareholder approval. In addition, entities affiliated with each of the Trust and Mr. Subin, as well as one of our directors, Mr. Simpson, and certain of his affiliated entities, collectively hold approximately 50%25.3% of the outstanding Common Stock, and as a result can controlinfluence the outcome of most actions requiring shareholder approval.
If all of the outstanding warrants described in “Related Party Transactions” were exercised, the Trust would own approximately 13.5% of the outstanding Common Stock and Neil Subin and his affiliated entities would own approximately 14.6% of the outstanding Common Stock, and as a result each can influence the outcome of most actions requiring shareholder approval. If all of the outstanding warrants described in “Related Party Transactions” were exercised, entities affiliated with each of the Trust, Mr. Subin, as well as one of our directors, Mr. Simpson, and certain of his affiliated entities, would collectively hold approximately 29.8% of the outstanding Common Stock, and as a result can significantly influence the outcome of nearly all actions requiring shareholder approval,
These Shareholdersshareholders entered into a voting agreement (as described in “Related Party Transactions”) and agreed to how their respective shares of the Company’s Common Stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board. Pursuant to the voting agreement, Messrs. Marcus and Simpson were appointed as directors of the Company, and Mr. Reickert, a trustee of the Trust, remained as a director of the Company. Mr. Subin was also granted board observer rights.
Entities affiliated with the Trust and Messrs. Marcus and Simpson are also lenders under our subordinated loan and security agreement, have received warrants to purchase shares of the Company’s Common Stock and received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien, each as described in “Related Party Transactions”. In addition, entities affiliated with Mr. Marcus received an additional CVR representing the contractual right to receive cash payments from the Company in an amount equal to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien, as described in “Related Party Transactions”. As a result, there may be instances in which the interest of Mr. Reickert, the Trust and its affiliated entities, Messrs. Marcus and Subin and their respective affiliated entities, and Mr. Simpson and his affiliated entities may conflict or be perceived as being in conflict with the interest of a holder of our securities or the interest of the Company.
The holders of our common stock could suffer substantial dilution due to our corporate financing practices.
The holders of our common stock could suffer substantial dilution due to our corporate financing practices, which, in the past few years, have included a registered direct offering, the issuance of warrants and the issuance of contingent value rights.
If all of the outstanding warrants were exercised, an additional 2,782,286 shares of common stock would be issued and outstanding. This additional issuance of shares of common stock would cause immediate and substantial dilution to our existing shareholders and could cause a significant reduction in the market price of our common stock.
Additionally, lenders under our subordinated loan and security agreement, have received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien, each as described in “Related Party Transactions”. In addition, certain lenders received an additional CVR representing the contractual right to receive cash payments from the Company in an amount equal to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien, as described in “Related Party Transactions”. If events triggering these payments occur, the amount of consideration received by the Company will be reduced, thereby reducing any amounts distributable or attributable to shareholders or their shares.
The issuance of any securities for acquisition or financing efforts, upon exercise of warrants, pursuant to our equity compensation plans, or otherwise may result in a reduction of the market price of the outstanding shares of our common stock. If we issue any such additional securities, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change in control of our Company.
The Company’s stock price has experienced and could continue to experience volatility and could decline, resulting in a substantial loss on your investment.
Our stock price has experienced, and could continue to experience in the future, substantial volatility as a result of many factors, including global economic conditions, broad market fluctuations and public perception of the prospects for the industries in which we operate and the value of our assets. We are reliant on the performance of Kaspien, and a failure to meet market expectations, particularly with respect to net revenues, operating margins and earnings per share, would likely result in a further decline in the market price of our stock.
If weWe do not currently meet the continued listing standards of the NASDAQ, and as a result our Common Stock could be delisted from trading, which could limit investors’ ability to make transactions in our Common Stock and subject us to additional trading restrictions.
Our common stock is listed on The NASDAQ Stock Market LLC (“the NASDAQ”), which imposes continued listing requirements with respect to listed shares. On August 15, 2019,December 14, 2022, we received written notice from the NASDAQ that the closing bid price for our common stock had been below $1.00 for the previous 30 consecutive business days, and that the Company effected a reverse stock split of its outstanding shares of Common Stock at a ratio of one-for-twenty pursuant to a Certificate of Amendment to the Company’s Certificate of Incorporation filedtherefore was not in compliance with the Secretary of State of the State of New York. The reverse stock split was reflected on NASDAQ beginning with the opening of trading on August 15, 2019. The primary purpose of the reverse stock split, which was approved by the Company’s shareholders at the Company’s Annual Stockholders Meeting on June 27, 2019, was to enable the Company to comply with the $1.00 minimum bid price requirement for continued listing on NASDAQ.
On August 4, 2020,The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company receivedhas been provided a letter from the Listing Qualifications staffperiod of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in180 calendar days, or until June 12, 2023, to regain compliance. In order to regain compliance with the minimum stockholders’ equity requirement (the “Stockholders’ Equity Requirement”) for continued listing onclosing bid price rule, the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equityclosing bid price of the Company’s common stock must be at least $2.5 million and as$1.00 for a minimum of August 4, 2020, the Company did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations.
On January 22, 2021, the Company received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities was greater than $35 million for ten consecutive business days from January 4, 2021 to January 21, 2021. Accordingly,during the compliance period. If the Company does not regain compliance during the initial compliance period, the Company may be eligible for additional time to regain compliance. If the Company is not eligible, the Company expects that at that time the NASDAQ will provide written notice to the Company that the Company’s common stock will be subject to delisting.
The notice has regainedno immediate impact on the listing of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market. The Company intends to monitor its closing bid price for its common stock between now and June 12, 2023 and will consider available options to resolve the Company’s noncompliance with the minimum bid price requirement, as may be necessary. There can be no assurance, however, that we will be able to regain compliance or that we will otherwise be in compliance with the alternative requirement set forth under Nasdaq Listing Rule 5550(b)(2) and the matter is now closed.
other NASDAQ listing criteria. If we fail to regain and maintain compliance with the minimum bid requirement or to meet the other applicable continued listing requirements in the future and NASDAQ determines to delist our Common Stock,common stock, the delisting could adversely affect the market price and liquidity of our Common Stockcommon stock, and reduce our ability to raise additional capital.
The limited public float and trading volume for our Common Stock may have an adverse impact and cause significant fluctuation of market price.
Historically, ownership of a significant portion of our outstanding shares of Common Stock has been concentrated in a small number of stockholders.shareholders. Consequently, our Common Stock has a relatively small float and low average daily trading volume, which could affect a shareholder’s ability to sell our stock or the price at which it can be sold. In addition, future sales of substantial amounts of our Common Stock in the public market by those larger stockholders,shareholders, or the perception that these sales could occur, may adversely impact the market price of the stock and our stock could be difficult for a shareholder to liquidate.
Failure to remediate a material weakness related to our ability to perform adequate independent reviews and maintain effective controls related to account analyses, account summaries and account reconciliations, could result in material misstatements in our financial statements.
Our management has identified a material weakness related to our ability to perform adequate independent reviews and maintain effective controls related to account analyses, account summaries and account reconciliations and has concluded that, due to such material weakness, each of our disclosure controls and procedures and internal control over financial reporting were not effective as of January 28, 2023. While remediation is in process, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
General Risk Factors
The Company’s business is influenced by general economic conditions.
The Company’s performance is subject to general economic conditions and their impact on levels of discretionary consumer spending. General economic conditions impacting discretionary consumer spending include, among others, wages and employment, consumer debt, reductions in net worth, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence and other macroeconomic factors.
Consumer purchases of discretionary items generally decline during recessionary periods and other periods where disposable income is adversely affected. A downturn in the economy affects retailers disproportionately, as consumers may prioritize reductions in discretionary spending, which could have a direct impact on purchases of our products and services and adversely impact our results of operations. In addition, reduced consumer spending may drive us and our competitors to offer additional products at promotional prices, which would have a negative impact on gross profit.
Disruption of global capital and credit markets may have a material adverse effect on the Company’s liquidity and capital resources.
Distress in the financial markets has in the past and can in the future result in extreme volatility in security prices, diminished liquidity and credit availability. There can be no assurance that our liquidity will not be affected by changes in the financial markets and the global economy or that our capital resources will at all times be sufficient to satisfy our liquidity needs.
Because of our floating rate credit facility, we may be adversely affected by interest rate changes.
Our financial position may be affected by fluctuations in interest rates, as the New Credit Facility is subject to floating interest rates. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. As we borrow against our credit facility, a significant increase in interest rates could have an adverse effect on our financial position and results of operations.
The Company is dependent upon access to capital, including bank credit facilities and short-term vendor financing, for its liquidity needs.
The Company must have sufficient sources of liquidity to fund its working capital requirements and indebtedness. The future availability of financing will depend on a variety of factors, such as economic and market conditions, permissibility under our existing financing arrangements, the availability of credit and the Company’s credit rating, as well as the Company’s reputation with potential lenders. These factors could materially adversely affect the Company’s ability to fund its working capital requirements, costs of borrowing, and the Company’s financial position and results of operations would be adversely impacted.
We may complete a future significant strategic transaction that may not achieve intended results or could increase the number of our outstanding shares or amount of outstanding debt or result in a change of control.
We will evaluate and may in the future enter into strategic transactions. Any such transaction could happen at any time following the closing of the merger, could be material to our business and could take any number of forms, including, for example, an acquisition, merger or a sale of all or substantially all of our assets.
Evaluating potential transactions and integrating completed ones may divert the attention of our management from ordinary operating matters. The success of these potential transactions will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our existing business. Even if we are successful in integrating the acquired businesses, we cannot assure you that these integrations will result in the realization of the full benefit of any anticipated growth opportunities or cost synergies or that these benefits will be realized within the expected time frames. In addition, acquired businesses may have unanticipated liabilities or contingencies.
If we complete an acquisition, investment or other strategic transaction, we may require additional financing that could result in an increase in the number of our outstanding shares or the aggregate principal amount of our debt. A strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business.
Historically, we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations.
A variety of factors has historically affected, and will continue to affect, our sales results and profit margins. These factors include general economic conditions; competition; actions taken by our competitors; consumer trends and preferences; access to third party marketplaces; and new product introductions and changes in our product mix.
There is no assurance that we will achieve positive levels of sales and earnings growth, and any decline in our future growth or performance could have a material adverse effect on our business and results of operations.
The ability of the Company to satisfy its liabilities and to continue as a going concern will continue to be dependent on the implementation of several items, the success of which is not certain.
The Company has suffered recurring losses from operations and the Company’s primary sources of liquidity are borrowing capacity under its revolving credit facility, available cash and cash equivalents, all of which are limited. Therefore, the ability of the Company to meet its liabilities and to continue as a going concern is dependent on, among other things, improved profitability, the continued implementation of the strategic initiative to reposition Kaspien as a platform of software and services, the availability of future funding, implementation of one or more corporate initiatives to reduce costs at the parent company level and other strategic alternatives, including selling all or part of the remaining business or assets of the Company, and overcoming the impact of the COVID-19 pandemic.Company.
There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Parties with whom the Company does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations to the Company.
The Company is a party to contracts, transactions and business relationships with various third parties, including partners, vendors, suppliers, service providers and lenders, pursuant to which such third parties have performance, payment and other obligations to the Company. In some cases, the Company depends upon such third parties to provide essential products, services or other benefits, including with respect to merchandise, advertising, software development and support, logistics, other agreements for goods and services in order to operate the Company’s business in the ordinary course, extensions of credit, credit card accounts and related receivables, and other vital matters. Economic, industry and market conditions including as a result of the COVID-19 pandemic, could result in increased risks to the Company associated with the potential financial distress or insolvency of such third parties. The Company is not currently able to accurately determine the extent and scope of the impact of the COVID-19 pandemic on such third parties. If any of these third parties were to become subject to bankruptcy, receivership or similar proceedings, the rights and benefits of the Company in relation to its contracts, transactions and business relationships with such third parties could be terminated, modified in a manner adverse to the Company, or otherwise impaired. The Company cannot make any assurances that it would be able to arrange for alternate or replacement contracts, transactions or business relationships on terms as favorable as the Company’s existing contracts, transactions or business relationships, if at all. Any inability on the part of the Company to do so could negatively affect the Company’s cash flows, financial condition and results of operations.
Failure to comply with legal and regulatory requirements could adversely affect the Company’s results of operations.
The Company’s business is subject to a wide array of laws and regulations. Significant legislative changes that impact our relationship with our workforce (none of which is represented by unions) could increase our expenses and adversely affect our operations. Examples of possible legislative changes impacting our relationship with our workforce include changes to an employer’s obligation to recognize collective bargaining units, the process by which collective bargaining units are negotiated or imposed, minimum wage requirements, health care mandates, and changes in overtime regulations.
Our policies, procedures and internal controls are designed to comply with all applicable laws and regulations, including those imposed by the Securities and Exchange Commission and the NASDAQ Capital Market, as well as applicable employment laws. Additional legal and regulatory requirements increase the complexity of the regulatory environment in which we operate and the related cost of compliance. Failure to comply with such laws and regulations may result in damage to our reputation, financial condition and market price of our stock.
Litigation may adversely affect our business, financial condition and results of operations.
Our business is subject to the risk of litigation by employees, consumers, partners, suppliers, competitors, stockholders, government agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. We may incur losses relating to these claims, and in addition, these proceedings could cause us to incur costs and may require us to devote resources to defend against these claims that could adversely affect our results of operations. For a description of current legal proceedings, see “Part I, Item 3, Legal Proceedings.”
The effects of natural disasters, terrorism, acts of war, and public health issues may adversely affect our business.
Natural disasters, including earthquakes, hurricanes, floods, and tornadoes may affect store and distribution center operations. In addition, acts of terrorism, acts of war, and military action both in the United States and abroad can have a significant effect on economic conditions and may negatively affect our ability to purchase merchandise from suppliers for sale to our customers. Public health issues, such as flu or other pandemics, whether occurring in the United States or abroad, could disrupt our operations and result in a significant part of our workforce being unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business. Additionally, public health issues may disrupt, or have an adverse effect on, our suppliers’ operations, our operations, our customers, or customer demand. Our ability to mitigate the adverse effect of these events depends, in part, upon the effectiveness of our disaster preparedness and response planning as well as business continuity planning. However, we cannot be certain that our plans will be adequate or implemented properly in the event of an actual disaster. We may be required to suspend operations in some or all our locations, which could have a material adverse effect on our business, financial condition, and results of operations. Any significant declines in public safety or uncertainties regarding future economic prospects that affect customer spending habits could have a material adverse effect on customer purchases of our products.
A pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business.
Our business, results of operations, and financial condition may be materially adversely impacted if a public health outbreak, including the recent COVID-19 pandemic, interferes with our ability, or the ability of our employees, contractors, suppliers, and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.
The COVID-19 pandemic has adversely affected and may continue to adversely affect the economies and financial markets worldwide, resulting in an economic downturn that could impact our business, financial condition and results of operations. As a result, our ability to fund through public or private equity offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted, in the event our financing needs for the foreseeable future are not able to be met by our New Credit Facility, balances of cash, cash equivalents and cash generated from operations.
14
In addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third parties with whom we conduct business, due to illness or quarantines, among others. Our business was negatively impacted by disruptions in our supply chain, which limited our ability to source merchandise, and limits on products fulfillment placed by Amazon. For example, we may be unable to launch new products, replenish inventory for existing products, ship into or receive inventory in our third-party warehouses in each case on a timely basis or at all. During the fourth quarter of 2020 and first quarter of 2021, we have experienced production and shipment delays for certain of our products that could result in stock outs on the Amazon marketplace resulting in a decrease of net revenue. The extent to which COVID-19 could impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, and will depend on many factors, including the duration of the outbreak, the effect of travel restrictions and social distancing efforts in the United States and other countries, the scope and length of business closures or business disruptions, and the actions taken by governments to contain and treat the disease. As such, we cannot presently predict the scope and extent of any potential business shutdowns or disruptions. Possible effects may include, but are not limited to, disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations, shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various long-lived assets.
Item 1B. | UNRESOLVED SEC COMMENTS |
None.
Corporate Offices and Distribution Center Facility
As of January 30, 2021,28, 2023, we leased the following office and distribution facilities:
Location | | Square Footage | | Owned or Leased | | Use |
Spokane, WA | | 30,700 | | Leased | | Office administration |
Spokane, WA | | 32,000 | | Leased | | Distribution center |
The distribution center supports the distribution to outside distribution facilities for sale on third-party marketplaces for Kaspien.
The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is management’s opinion, based upon the information available at this time, that the expected outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Company.
Loyalty Memberships and Magazine Subscriptions Class ActionRetailer Agreement Dispute
On November 14, 2018, three consumersJune 18, 2021, Vijuve Inc. filed a punitive class action complaintlawsuit against the Company and Synapse Group,Kaspien Inc. in the United States District Court for the Eastern District of Massachusetts, Boston DivisionWashington (Case No.1:18-cv-12377-DPW)No. 2:21-cv-00192-SAB) concerning enrollmenta Retailer Agreement that the parties entered into in the Company’s Backstage Pass VIP loyalty programSeptember of 2020. Vijuve manufactures skin care products and associated magazine subscriptions.face massagers. The parties agreed that Kaspien would sell Vijuve’s products on Amazon. The complaint alleged among other things, that Kaspien breached the Company’s “negative option marketing” misled consumers into enrollingRetailer Agreement when it declined to acquiesce to Vijuve’s demand that Kaspien purchase over $700,000 of products. In total, Vijuve appears to be seeking more than $1,000,000 in damages. Kaspien denies that it breached the agreement and denies that it has any liability to Vijuve. Moreover, on July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. On July 18, 2022, Kaspien filed additional counterclaims against VIjuve for membershipfraud and subscriptions without obtaining the consumers’ consent. The complaint sought to represent a nationwide classnegligent misrepresentation. Kaspien is seeking at least $229,000 from Vijuve for breach of “all persons in the United States” who were enrolled incontract and/or chargedspecific performance, as well as fraud and negligent misrepresentation. A trial on all of the parties’ claims is scheduled for Backstage Pass VIP memberships and/or magazine subscriptions, and to obtain statutory and actual damages on their behalf.September 18, 2023.
On April 11, 2019, the plaintiffs voluntarily dismissed their lawsuit. On May 8, 2019, two of the plaintiffs from the dismissed lawsuitFebruary 17, 2022, CA Washington, LLC (“CA”) filed a similar putative class actionlawsuit against Kaspien Inc. in Massachusetts state court (Civ.Wake County, North Carolina Superior Court (court file 22 CVS 2051). CA claims that Kaspien Inc. breached the contract between the parties by using CA’s technology platform to facilitate sales by third parties and by using CA’s technology to develop a competing platform. The lawsuit also includes an alternative claim for unjust enrichment and a claim for breach of North Carolina’s Unfair and Deceptive Trade Practices Act. No. 197CV00331, Mass. Super. Ct. Hampden Cty.), based onCA seeks an unspecified amount of damages. Kaspien removed the same allegations, but this time seeking to represent only a class of “FYE customers in Massachusetts” who were charged for VIP Backstage Pass Memberships and/or magazine subscriptions. The Company removed that lawsuit back to federal court on June 12, 2019,in the Eastern District of North Carolina (case number 5:22-cv-00111), filed an Answer denying CA’s claims, and then filedasserted a motion to dismiss and/or strikecounterclaim against CA for breach of contract and breach of the plaintiff’s class action allegations on June 28, 2019. On February 2, 2021covenant of good faith and fair dealing. There is no determination of outcome, thus no contingencies are recognized as of the court granted the Company’s motion, struck the class action allegations, and dismissed the individual plaintiffs’ claims for lack of jurisdiction. Plaintiffs appealed the court’s decision on February 24, 2021. The parties participated in a mandatory court-annexed mediation session on April 8, 2021.reporting date. The parties have agreed on terms to resolve the matter fullylawsuit and finally, andare finalizing the appeal will be dismissed without material impact on the financial results of the Company.necessary settlement documents.
In the event the Court of Appeals reinstates the case, the Company believes it has meritorious defenses to the plaintiffs’ claims and will vigorously defend the action.
Store Manager Class Actions
There are two pending class actions. The first, Spack v. Trans World Entertainment Corp. was originally filed in the District of New Jersey, April 2017 (the “Spack Action”). The Spack Action alleges that the Company misclassified Store Managers (“SMs”) as exempt nationwide. It also alleges that Trans World improperly calculated overtime for Senior Assistant Managers (“SAMs”) nationwide, and that both SMs and SAMs worked “off-the-clock.” It also alleges violations of New Jersey and Pennsylvania State Law with respect to calculating overtime for SAMs. The second, Roper v. Trans World Entertainment Corp., was filed in the Northern District of New York, May 2017 (the “Roper Action”). The Roper Action also asserts a nationwide misclassification claim on behalf of SMs. Both actions were consolidated into the Northern District of New York, with the Spack Action being the lead case.
The Company has reached a settlement with the plaintiffs for both store manager class actions, which has received approval from the court. The Company reserved $0.4 million for the settlement as of January 30, 2021. Notices of the settlement have been issued to class members, and the settlement claims process is currently ongoing.
Item 4. | MINE SAFETY DISCLOSURES |
Not applicable.
PART II
Item 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information: The Company’s Common Stock trades on the NASDAQ Capital Market under the symbol “KSPN.” As of April 15, 2021,2023, there were 29677 shareholders of record.
On December 14, 2022, we received written notice from the NASDAQ that the closing bid price for our common stock had been below $1.00 for the previous 30 consecutive business days, and that the Company therefore was not in compliance with the minimum bid price requirement for continued listing on The following table sets forth high and low last reported sale pricesNasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until June 12, 2023, to regain compliance. In order to regain compliance with the minimum closing bid price rule, the closing bid price of the Company’s common stock must be at least $1.00 for each fiscal quartera minimum of ten consecutive business days during the compliance period. If the Company does not regain compliance during the initial compliance period, from February 3, 2019 through April 25, 2021.the Company may be eligible for additional time to regain compliance. If the Company is not eligible, the Company expects that at that time the NASDAQ will provide written notice to the Company that the Company’s common stock will be subject to delisting.
| | Closing Sales Prices | |
| | | | | | |
| | High | | | Low | |
2019 | | | | | | |
1st Quarter | | $ | 12.48 | | | $ | 5.77 | |
2nd Quarter | | $ | 8.01 | | | $ | 5.00 | |
3d Quarter | | $ | 6.08 | | | $ | 2.74 | |
4th Quarter | | $ | 6.98 | | | $ | 1.92 | |
| | | | | | | | |
2020 | | | | | | | | |
1st Quarter | | $ | 5.35 | | | $ | 2.39 | |
2nd Quarter | | $ | 8.14 | | | $ | 3.62 | |
3d Quarter | | $ | 12.38 | | | $ | 6.51 | |
4th Quarter | | $ | 52.15 | | | $ | 10.00 | |
| | | | | | | | |
| | | | | | | | |
2021 | | | | | | | | |
1st Quarter (through April 15, 2021) | | $ | 46.00 | | | $ | 21.50 | |
On April 15, 2021, the reported sale priceThe notice has no immediate impact on the Common Stock onlisting of the NASDAQ Capital Market was $26.91. On August 15, 2019, the Company completed a 1-for-20 reverse stock split of outstanding Common Stock. All closing prices reflect the reverse stock split.
On March 18, 2021, the Company closed an underwritten offering of 416,600 shares ofCompany’s common stock, of the Company, at a pricewhich will continue to the public of $32.50 per share.trade on The gross proceeds of the offering were approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses.Nasdaq Capital Market. The Company intends to usemonitor its closing bid price for its common stock between now and June 12, 2023 and will consider available options to resolve the net proceeds fromCompany’s noncompliance with the offering for general corporate purposes, including working capital to implement its strategic plans focused on brand acquisition, investments in technology to enhance its scalable platform and its core retail business.minimum bid price requirement, as may be necessary.
Dividend Policy: The Company did not pay cash dividends in fiscal 20202022 and fiscal 2019. 2021. The declaration and payment of any dividends is at the sole discretion of the board of directors and is not guaranteed.
Issuer Purchases of Equity Securities during the Quarter Ended January 30, 202128, 2023
During the three-month period ended January 30, 2021,28, 2023, the Company did not repurchase any shares under a share repurchase program.
Item 6. | SELECTED CONSOLIDATED FINANCIAL DATA[Reserved] |
Not required under the requirements of a Smaller Reporting Company.
Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
Management’s Discussion and Analysis of Financial Condition and Results of Operations provide information that the Company’s management believes necessary to achieve an understanding of its financial condition and results of operations. To the extent that such analysis contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. These risks include, but are not limited to, changes in the competitive environment for the Company’s products and services; general economic factors in markets where the Company’s products and services are sold; and other factors including, but not limited to: cost of goods, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, interest rates, customer preferences, unemployment, labor costs, inflation, fuel and energy prices, weather patterns, climate change, catastrophic events, competitive pressures and insurance costs discussed in the Company’s filings with the Securities and Exchange Commission.
FYE Transaction
On February 20, 2020, the Company consummated the sale of substantially all of the assets and certain of the liabilities relating to fye to a subsidiary of Sunrise Records pursuant to an Asset Purchase Agreement dated January 23, 2020, by and among the Company, Record Town, Inc., Record Town USA LLC, Record Town Utah LLC, Trans World FL LLC, Trans World New York, LLC, 2428392 Inc., and Sunrise Records.
Following the FYE Transaction, Kaspien is the Company’s only operating segment.
Impact of COVID-19
To date, as a direct result of COVID-19, most of our employees are working remotely. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers and markets, which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, currently we are not able to estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity.
In response to the rapidly evolving COVID-19 pandemic, we activated our business continuity program, led by our Executive Team in conjunction with Human Resources, to help us manage the situation. In mid-March of 2020, we transitioned our corporate office staff to work 100% remotely. This process was aided through the implementation of a flexible work from home policy rolled out to the organization in fiscal 2019, having a companywide communication platform for instant messaging and video conferencing, and cloud-based critical business applications. However, while our business is not dependent on physical office locations nor travel, having a 100% remote workforce does present increased operational risk. Our leadership team believes we have the necessary controls in place to mitigate these impacts and allow the team to continue to operate effectively remotely as long as required by State guidelines.
While e-commerce has largely benefited from the closure of brick-and-mortar locations as consumer spending has been pushed online to marketplaces such as Amazon and Walmart, the industry nor our organization has been immune to the impact to our supply chains. For instance, in March 2020, Amazon reduced replenishment in their fulfillment centers to essential items which limited a significant percentage of SKUs carried by Kaspien and a number of Kaspien’ partners shut their warehouses or suffered limited processing capacity due to COVID-19. While Amazon has since lifted restrictions and the leadership team executed contingency plans to mitigate the adverse impact from these restrictions, this highlights the fluid nature of COVID-19 across supply chains.
Additionally, since the beginning of the pandemic, tens of millions of Americans have lost their jobs, significantly increasing the risk of near-term economic contraction in the United States that may affect e-commerce sales. The risk of another wave or increased numbers of positive COVID-19 cases also presents further risk to supply chains. Leadership is actively monitoring the situation and potential impacts on its financial condition, liquidity, operations and workforce but the full extent of the impact is still highly uncertain.
Key Performance Indicators
Management monitors a number of key performance indicators to evaluate its performance, including:
Net Revenue: The Company measures total year over year sales growth. Net sales performance is measured through several key performance indicators including number of partners and active product listings and sales per listing.
Cost of Sales and Gross Profit: Gross profit is calculated based on the cost of product in relation to its retail selling value. Changes in gross profit are impacted primarily by net sales levels, mix of products sold, obsolescence and distribution costs. Distribution expenses include those costs associated with receiving, inspecting & warehousing merchandise, Amazon fulfillment fees, and costs associated with product returns to vendors.
Selling, General and Administrative (“SG&A”) Expenses: Included in SG&A expenses are payroll and related costs, general operating and overhead expenses and depreciation charges. SG&A expenses also include miscellaneous income and expense items, other than interest.
Balance Sheet and Ratios: The Company views cash, merchandise inventory, accounts payable leverage, and working capital as key indicators of its financial position. See “Liquidity and Capital Resources” for further discussion of these items.
Gross Merchandise Value (“GMV”): The total value of merchandise sold over a given time period through a customer-to-customer exchange site. It is the measurement of merchandise value sold across all channels and partners within our platform.
Fiscal Year Ended January 30, 202128, 2023 (“fiscal 2020”2022”)
Compared to Fiscal Year Ended February 1, 2020January 29, 2022 (“fiscal 2019”2021”)
The Company’s fiscal year is a 52 or 53-week period ending the Saturday nearest to January 31. Fiscal 20202022 and fiscal 20192021 ended January 30, 202128, 2023 and February 1, 2020,January 29, 2022, respectively. Both fiscal 20202022 and fiscal 20192021 had 52 weeks.
Net Revenue. Net revenue increased 18.8%decreased 10.8% to $158.3$128.2 million compared to $133.2$143.7 million in fiscal 2019.2021. The primary source of revenue is the Retail as a Service (“RaaS”) model, which represented 99%98.7% of net revenue. As partNet revenue from Walmart, Target and Other Marketplaces decreased to 1.3% in fiscal 2022 from 1.5% in fiscal 2021. Subscriptions and Other share of the Company’s diversification strategic initiative, net revenue from non-Amazon US marketplaces increased to 5.4%1.4% of net revenue from 3.4%1.3% of net revenue in the comparable period from the prior year. The increase was attributable to Amazon International, Walmart and Other Marketplaces. Subscriptions and Other share of net revenue increased to 0.8% of net revenue from 0.4% of net revenue in the comparable period from the prior year. The increase was attributable an increase in the number of partners and higher gross merchandise value (“GMV”) of partner revenue flowing through the platform Amazon Marketplace.year The following table sets forth net revenue by marketplace as a percentage of total net revenue:
| | January 30, 2021 | | | February 1, 2020 | | | Change | | | January 28, 2023 | | | % to
Total | | January 29, 2022 | | | % to
Total | | | Change | |
Amazon US | | $ | 148,526 | | $ | 128,114 | | $ | 20,412 | | | $ | 121,561 | | | | 94.8 | % | | $ | 134,125 | | | | 93.3 | % | | $ | (12,564 | ) |
Amazon International | | 7,646 | | 4,201 | | 3,445 | | | | 3,241 | | | | 2.5 | % | | | 5,576 | | | | 3.9 | % | | | (2,335 | ) |
Walmart & Other Marketplaces | | 884 | | 362 | | 522 | | |
Walmart, Target & Other Marketplaces | | | | 1,645 | | | | 1.3 | % | | | 2,172 | | | | 1.5 | % | | | (527 | ) |
Subtotal Retail | | 157,056 | | 132,677 | | 24,379 | | | | 126,447 | | | | 98.6 | % | | | 141,873 | | | | 98.7 | % | | | (15,426 | ) |
Subscriptions & Other | | 1,289 | | 539 | | 750 | | | | 1,781 | | | | 1.4 | % | | | 1,840 | | | | 1.3 | % | | | (59 | ) |
Total | | $ | 158,345 | | $ | 133,216 | | $ | 25,129 | | | $ | 128,228 | | | | 100.0 | % | | $ | 143,713 | | | | 100.0 | % | | $ | (15,485 | ) |
The Company generates revenue across a broad array of product lines primarily through the Amazon Marketplace. Categories include apparel, baby, beauty, electronics, health & personal care, home/kitchen/grocery, pets, sporting goods, toys & art.
Annual platform GMV for fiscal year 20202022 was $246 million. Fourth quarter 2020$271.0 million, the same level as fiscal 2021. Retail GMV increased 86%decreased 9.2% to $73.9$137.1 million or 50.6% of total GMV, compared to $39.7$151.0 million or 55.7% of total GMV in the comparable year-ago period.fiscal 2021. Subscription GMV increased 886%15.7% to $26.9$133.9 million (36.3%or 49.4% of total GMV),GMV, compared to $2.7$120.0 million (6.9%%or 44.3% of total GMV)GMV in the same year-ago period.fiscal 2021.
Gross Profit. Gross profit as a percentage of revenue was 10.3%19.0% in fiscal 20202022 as compared to 8.1%22.8% in fiscal 2019.2021. The increasedecrease in the gross profit rate was primarily due to an increasea decrease in merchandise margin to 46.4%41.2% in fiscal 20202022 as compared to 46.1%44.8% in fiscal 20192021 and the leveraging of fulfillment fees and commissions anda $0.6 million increase in warehousing and freight expenses on the higher sales.expenses. The following table sets forth a year-over-year comparison of the Company’s gross profit:
| | | | | Change | | | | | Change | |
(amounts in thousands) | | January 30, 2021 | | | February 1, 2020 | | | $ | | |
| % | | | January 28, 2023 | | | January 29, 2022 | | | $ | | |
| % | |
| | | | | | | | | | | | | | | | | | | |
Merchandise margin | | $ | 73,448 | | $ | 61,379 | | $ | 12,069 | | | 19.7 | % | | $ | 52,893 | | | $ | 64,410 | | | | (11,517 | ) | | | (17.9 | )% |
% of net revenue | | 46.4 | % | | 46.1 | % | | 0.3 | % | | | | | | 41.2 | % | | | 44.8 | % | | | (3.6 | )% | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Fulfillment fees and commissions | | (49,158 | ) | | (42,530 | ) | | (6,628 | ) | | 15.6 | % | |
Fulfillment fees | | | | (17,940 | ) | | | (21,655 | ) | | | 3,715 | | | | 17.2 | % |
Warehousing and freight | | | (7,986 | ) | | (7,998 | ) | | 12 | | | 0.2 | % | | | (10,563 | ) | | | (9,982 | ) | | | (581 | ) | | | (5.8 | )% |
Gross profit | | $ | 16,304 | | | $ | 10,851 | | | $ | 5,453 | | | 50.3 | % | | $ | 24,390 | | | $ | 32,773 | | | | (8,383 | ) | | | (25.6 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | |
% of net revenue | | 10.3 | % | | 8.1 | % | | | | | | | | 19.0 | % | | | 22.8 | % | | | | | | | | |
Selling,Selling, General and Administrative Expenses. The following table sets forth a year-over-year comparison of the Company’s SG&A expenses:
| | | | | Change | | | | | Change | |
(amounts in thousands) | | January 30, 2021 | | | February 1, 2020 | | | $
| | |
| % | | | January 28, 2023 | | | January 29, 2022 | | | $ | | |
| % | |
| | | | | | | | | | | | | | | | | | |
Kaspien SG&A expenses | | $ | 16,540 | | $ | 16,491 | | $ | 49 | | | 0.3 | % | |
Corporate SG&A expenses | | | 5,489 | | 8,591 | | (3,102 | ) | | (36.1 | %) | |
Selling expenses | | | $ | 18,427 | | $ | 20,794 | | $ | (2,367 | ) | | (11.3 | )% |
General and administrative expenses | | | 20,154
| | 19,501 | | 653
|
| | 3.3
| % |
Depreciation and amortization expenses | | | | 1,233 | | | | 2,096 | | | | (863 | ) | | | (41.2 | )% |
Total SG&A expenses | | $ | 22,029 | | | $ | 25,082 | | | $ | (3,053 | ) | | (12.2 | %) | | $ | 39,814 | | | $ | 42,391 | | | $ | (2,577 | ) | | (8.0 | )% |
| | | | | | | | | | | | | | | | | | |
As a % of total revenue | | 13.9 | % | | 18.8 | % | | | | | | | 31.0 | % | | 29.5 | % | | | | | |
SG&A expenses decreased $3.1$2.6 million, or 12.2%6.1%, primarily due to a 36%an 11.3% reduction in in Corporate SG&ASelling expenses. SG&AThe decline in Selling expenses for Kaspienwas attributable to the decline in Net revenue. General and administrative expenses increased $49,000.$0.7 million.
SG&A expenses as a percentage of net revenue decreasedincreased to 13.9%30.4% as compared to 18.8%29.5% in fiscal 2019.2021. The decreaseincrease in the rate as a percentage of net revenue was primarily due to the decline in Corporate SG&A expenses and the leveraging of Kaspien SG&A expenseslost leverage on the higher sales.general and administrative expenses.
Depreciation and amortization expense. Consolidated depreciation and amortization expense increased $0.3 million.for fiscal 2022 was $1.2 million as compared to $2.1 million in fiscal 2021.
Asset Impairment Charges. During fiscal 2019, the Company fully impaired its vendor relationships, and the Company recognized an impairment loss of $0.8 million.
Interest Expense. Interest expense in fiscal 20202022 was $1.7$3.6 million, compared to interest incomeexpense of $0.7$1.9 million in fiscal 2019.2021. The increase in interest expense was attributable to higher average borrowings on the Credit Facility and the Additional Subordinated Debt.
Income Tax (Benefit) expense. Expense. The following table sets forth a year-over-year comparison of the Company’s income tax expense:
(amounts in thousands) | | | | | | | | Change | |
| | January 28, 2023 | | | January 29, 2022 | | |
| $
| |
| | | | | | | | | | |
Income tax expense | | $ | 43 | | | $ | 27 | | | $ | 16 | |
| | | | | | | | | | | | |
Effective tax rate | | | 0.2 | % | | | 0.3 | % | | | - | % |
(amounts in thousands) | | | | | | | | Change | |
| | January 30, 2021 | | | February 1, 2020 | | |
| $ | |
| | | | | | | | | | |
Income tax (benefit) expense | | $ | (3,542 | ) | | $ | 44 | | | $ | (3,586 | ) |
| | | | | | | | | | | | |
Effective tax rate | | | (47.6 | %) | | | 0.3 | % | | | (47.9 | %) |
During fiscal 2020, based on the Company’s evaluation of new information that occurred in the current financial reporting period, the Company recorded an income tax benefit of $3.5 million related to the recognition of previously unrecognized income tax benefits pursuant to ASC 740-10-25, Accounting for Income Taxes – Recognition. Prior to the current financial reporting period, the Company had accrued the liabilities for unrecognized income tax benefits, including accrued interest and penalties related to tax positions created by the fye business. As a result of the FYE Transaction and a reorganization of the Company’s corporate structure, the Company will not utilize the tax attributes attributable to the tax positions and the corporate entities associated with the tax positions have been liquidated.
The fiscal 20192022 and fiscal 2021 income tax expense includes state taxes and the accrual of interest on the reserve for uncertain tax positions.taxes.
Loss From Discontinued Operations. For fiscal 2019, the Company recognized a loss from discontinued operations of $44.4 million related to the FYE Transaction.
See Note 2 to the Consolidated Financial Statements for more information on the loss from discontinued operations.
Net Loss. The following table sets forth a year-over-year comparison of the Company’s net loss:
(amounts in thousands) | | | | | | | | Change | | | | | | | Change | |
| | January 30, 2021 | | | February 1, 2020 | | |
| $ | | | January 28, 2023 | | January 29, 2022 | | |
| $
| |
| | | | | | | | | | | | | | | | | |
Net loss | | $ | (3,892 | ) | | $ | (58,744 | ) | | $ | 54,852 | | | $ | (19,044 | ) | | $ | (8,031 | ) | | $ | (11,013 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net loss as a percentage of Net revenue | | (2.5 | %) | | (44.1 | %) | | | | | | (14.9 | )% | | | (5.6 | )% | | | (9.3 | )% |
Net loss was $3.9$19.0 million for fiscal 2020,2022, compared to $58.7$8.0 million for fiscal 2019. Included in the results for fiscal 2019 is a loss from the fye business of $44.4 million.2021. The decreaseincrease in net loss was primarily due to improved loss from operationslower net revenue and the elimination of the loss from fye business.a lower gross margin rate.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Cash Flows:
The consolidated financial statements for the year ended January 30, 202128, 2023 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and satisfy liabilities and commitments in the normal course of business. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the continued implementation of the strategic initiative to reposition the Company as a platform of software and services and the availability of future funding and overcoming the impact of the COVID-19 pandemic.funding.
The audited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company incurred net losses of $3.9$19.0 million and $58.7$8.0 million for the fiscal 20202022 and fiscal 2019,2021, respectively, and has an accumulated deficit of $112.9$139.9 million as of January 30, 2021.28, 2023. In addition, net cash used in operating activities during fiscal 20202022 was $13.6$11.3 million. Net cash used in operating activities during fiscal 20192021 was $15.8$14.5 million.
During the third quarter of fiscal 2019, in response to recurring losses from operations, the expectation of continuing operating losses, and uncertainty with respect to any available future funding, the Company pursued several strategic initiatives towards its strategy of shifting its focus solely to the operation of Kaspien, improving profitability and meeting future liquidity needs and capital requirements. Initiatives completed during the first quarter of fiscal 2020 include:
The sale of the For Your Entertainment (fye) business;
The establishment of a new secured $25 million revolving credit facility with Encina:
The execution of a separate subordinated loan agreement for Kaspien, Inc. (the “Subordinated Loan”); and
The receipt by Kaspien, Inc. of loan proceeds pursuant to the Paycheck Protection Plan under the Coronavirus Aid, Relief, and Economic Security Act.
There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. In addition,Based on recurring losses from operations, negative cash flows from operations, the proceedsexpectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the PPP Loan are subject to audit and there is a riskoutcome of repayment.this uncertainty.
The Company’s primary sources of liquidity are its borrowing capacity under its New Credit Facility, available cash and cash equivalents, and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working capital needed to operate Kaspien, including funding operating expenses, the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; and successful implementation of our strategy and planned activities; and our ability to overcome the impact of the COVID-19 pandemic.activities.
On March 18, 2021, the Company closed an underwritten offering of 416,600 shares of common stock of the Company, at a price to the public of $32.50 per share. The gross proceeds of the offering were approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to useused the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans focused on brand acquisition, investments in technology to enhance its scalable platform and its core retail business.
On March 2, 2022, the Company amended its subordinated loan pursuant to which the lenders made an additional $5.0 million secured term loan with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement.
On July 12, 2022, the Company entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with a single institutional investor for a private placement offering (“Private Placement”) of the Company’s common stock (the “Common Stock”) or pre-funded warrants, with each pre-funded warrant exercisable for one share of Common Stock (the “Pre-Funded Warrants”) and warrants exercisable for one share of Common Stock (the “Investor Warrants”). Pursuant to the PIPE Purchase Agreement, the Company issued and sold 1,818,182 shares (the “Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof together with Investor Warrants to purchase up to 2,457,160 shares of Common Stock. Each share of Common Stock and accompanying Investor Warrant were sold together at a combined offering price of $3.30 per share.
The Pre-Funded Warrants have been exercised in full, at a nominal exercise price of $0.001.
The Investor Warrants have an exercise price of $3.13 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The Investor Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions.
The Private Placement closed on July 14, 2022. The Company received approximately $6 million in gross proceeds from the Private Placement, before deducting discounts and commissions and estimated offering expenses. The Company used the net proceeds from the private placement for working capital and other general corporate purposes.
On July 12, 2022, the Company also entered into a Securities Purchase Agreement (the “Registered Purchase Agreement”) with a single institutional investor, pursuant to which the Company agreed to issue and sell 638,978 shares (the “Registered Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof, with each Pre-Funded Warrant exercisable for one share of Common Stock (the “Offering”). The Company received approximately $2 million in gross proceeds from the Offering, before deducting discounts and commissions and estimated offering expenses. The Company used the net proceeds from the private placement for working capital and other general corporate purposes.
In addition to the aforementioned current sources of existing working capital, the Company is continuing its efforts to generate additional sales and increase margins. There can be no assurance that any of the initiatives or strategic alternatives will be implemented, successful or consummated.
The following table sets forth a two-year summary of key components of cash flow and working capital:
(amounts in thousands) | | 2020 | | | 2019 | | | 2020 vs. 2019 | | | | 2022 | | 2021 | | 2022 vs. 2021 | |
Operating Cash Flows | | | $ | (13,391 | ) | | $ | (15,827 | ) | | $ | 2,436 | | | | $ | (11,282 | ) | | $ | (14,534 | ) | | $ | 3,252 | |
Investing Cash Flows | | | 10,589 | | | (2,696 | ) | | 13,285 | | | | | (898 | ) | | | (1,431 | ) | | | 533 | |
Financing Cash Flows | | | 505 | | | 13,149 | | | (12,644 | ) | | | | 10,983 | | | | 14,233 | | | | (3,250 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Capital Expenditures | | | (1,190 | ) | | (2,823 | ) | | 1,633 | | | | | (898 | ) | | | (1,431 | ) | | | 533 | |
| | | | | | | | | | | | | | | | | | | | | | | |
End of Period Balances: | | | | | | | | | | | | | | | | | | | | | | | |
Cash, Cash Equivalents, and Restricted Cash | (1) | | 6,555 | | | 8,852 | | | (2,297 | ) | (1) | | | 3,626 | | | | 4,823 | | | | (1,197 | ) |
Merchandise Inventory | | | 24,515 | | | 17,836 | | | 6,679 | | | | | 26,704 | | | | 29,277 | | | | (2,573 | ) |
Working Capital | | | 10,762 | | | 9,004 | | | 1,758
| | | | | 12,533 | | | | 16,334 | | | | (3,801 | ) |
(1) | Cash and cash equivalents per Consolidated Balance Sheets | | $ | 1,809 | | | $ | 2,977 | | | | (1,168 | ) |
| Add: Restricted cash | | | 4,746 | | | | 5,875 | | | | (1,129 | ) |
| Cash, cash equivalents, and restricted cash | | $ | 6,555 | | | $ | 8,852 | | | | (2,297 | ) |
(1) | Cash and cash equivalents per Consolidated Balance Sheets | | $ | 1,130 | | | $ | 1,218 | | | | (88 | ) |
| Add: Restricted cash | | | 2,496 | | | | 3,605 | | | | (1,109 | ) |
| Cash, cash equivalents, and restricted cash | | $ | 3,626 | | | $ | 4,823 | | | | (1,197 | ) |
During fiscal 2020,2022, cash used in operations was $13.4$11.3 million compared to $15.8$14.5 million in fiscal 2019.2021. During 2020,2022, cash used in operations consisted primarily of a net loss of $3.9$18.8 million, an increase of $6.7 million in inventory and the payment of $5.5 million in accounts payable partially offset by a decrease$2.6 million reduction in prepaid expensesinventory and a $0.8 million increase in accounts receivables.payable. During 2019,2021, cash used in operations consisted primarily of a net loss of $58.7$8.0 million, offset by non-cash charges, including the $24.0 million impairmentan increase of long-lived assets, a $12.7 inventory net realizable adjustment and $11.5$4.8 million in depreciationinventory and amortization and changesthe payment of $2.6 million in operating assets and liabilities of $6.5 million.accounts payable. See the Consolidated Statement of Cash Flows for further detail.
The Company monitors various statistics to measure its management of inventory, including inventory turnover (annual cost of sales divided by average merchandise inventory balances), and accounts payable leverage (accounts payable divided by merchandise inventory). Inventory turnover measures the Company’s ability to sell merchandise and how many times it is replaced in a year. This ratio is important in determining the need for markdowns and planning future inventory levels and assessing customer response to our merchandise. Inventory turnover in fiscal 20202022 and in fiscal 20192021 was 4.03.7 and 3.3,4.0, respectively. Accounts payable leverage measures the percentage of inventory being funded by the Company’s product vendors. The percentage is important in determining the Company’s ability to fund its business. Accounts payable leverage on inventory for Kaspien was 36.3%26.4% as of January 30, 202128, 2023 compared with 29.2%20.7% as of February 1, 2020.January 29, 2022.
Cash provided by investing activities was $10.6 million in fiscal 2020, compared to cash used in investing activities of $2.7was $0.9 million in fiscal 2019.2022, compared to $1.4 million in fiscal 2021. During fiscal 2020, cash provided by investing activities consisted proceeds from the sale of the fye business of $11.8 million, partially offset by capital expenditures of $1.2 million. During2022 and fiscal 2019,2021, cash used in investing activities consisted entirely of $2.8 million in capital expenditures partially offset by a $127,000 capital distribution from a joint venture.expenditures.
The Company has historically financed its capital expenditures through borrowings under its revolving credit facility and cash flow from operations. The Company anticipates capital spending of approximately $1.7$1.0 million in fiscal 2021.2023.
Cash provided by financing activities was $505,000 in fiscal 2020, compared to $13.1$11.0 million in fiscal 2019.2022, compared to $14.2 million in fiscal 2021. In fiscal 2020,2022, the primary source of cash providedwas $5.0 million raised from the issuance of subordinated debt and $7.1 million from the Private Placement and Registered Shares offerings partially offset by financing activities consistedthe payment of $6.3short-term borrowings of $1.2 million. In fiscal 2021, the primary source of cash was $12.2 million raised from the underwritten offering of common stock of the Company. Additional sources of cash included the $10.0 million in proceeds from short term borrowings, $5.1 million in proceeds from long term borrowings, $2.0 million in proceeds from a PPP loan, partially offset by $13.1 million in payment of short-term borrowings. In fiscal 2019, cash provided by financing activities was primarily comprised of net short-term borrowings.
Off-Balance Sheet Arrangements. The Company has no off-balance sheet arrangements as defined by Item 303 (a) (4)used $6.3 million of Regulation S-K.the proceeds to pay down its Credit Facility.
Related Party Transactions.
Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the following agreements with the Company entered into on March 30, 2020:
Subordinated Loan and Security Agreement (as amended), pursuant to which the Related Party Entities made a $5.2 million secured term loan ($2.7 million from Alimco, $0.5 million from Kick-Start, and $2.0 million from RJHDC) to Kaspien with a scheduled maturity date of May 22, 2023,March 31, 2024, interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount, and secured by a second priority security interest in substantially all of the assets of the Company and Kaspien;
Common Stock Purchase Warrants (“Warrants”), pursuant to which the Company issued warrants to purchase up to 244,532 shares of Common Stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the Warrants, at an exercise price of $0.01 per share. As of April 15, 2021,28, 2023, 236,993 warrants wereof the Warrants had been exercised by the Related Party Entities and 7,5395,126 warrants remained outstanding;
Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and 7.64% for RJHDC) received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien; and
Voting Agreement (the “Voting Agreement”), pursuant to which the Related Party Entities, the Trust, Mr. Simpson and their respective related entities agreed to how their respective shares of the Company’s capital stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board. PursuantBoard of Directors of the Company. On August 2, 2022, the parties entered into Amendment No. 1 to the Voting Agreement Messrs. Marcussetting forth their agreements and Simpson were appointed asunderstandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Certificate of Incorporation of the Company to set the size of the Board of Directors of the Company at four directors and (ii) the designation, election, removal, and replacement of members of the Board.
On March 2, 2022, the Company entered into the following agreements with certain of the Related Parties:
An amendment to the Subordinated Loan and Security Agreement, pursuant to which Alimco made an additional $5,000,000.00 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, interest accruing at the rate fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan, and secured by a second priority security interest in substantially all of the assets of the Company and Mr. Reickert, a trusteeKaspien;
Common Stock Purchase Warrant (“Alimco Warrant”), pursuant to which the Company issued warrants to purchase up to 320,000 shares of Common Stock to Alimco, subject to adjustment in accordance with the terms of the Trust, remainedAlimco Warrant, at an exercise price of $0.01 per share. All such warrants were outstanding as a directorof April 28, 2023;
Registration Rights Agreement, pursuant to which Alimco has been granted customary demand and piggyback registration rights with respect to the Warrant Shares issued upon exercise of the Company. Mr. Subin was also granted board observer rights.Alimco Warrant; and
Contingent Value Rights Agreement (the “Second CVR Agreement”) pursuant to which Alimco received additional contingent value rights (“Additional CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the reported amounts of assets and liabilities in the financial statements. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Note 1 of the Notes to the Consolidated Financial Statements in this report includes a summary of the significant accounting policies and methods used by the Company in the preparation of its consolidated financial statements. Management believes that of the Company’s significant accounting policies and estimates, the following involve a higher degree of judgment or complexity:
Merchandise Inventory and Return Costs. Merchandise inventory is stated at the lower of cost or net realizable value under the average cost method. Inventory valuation requires significant judgment and estimates, including obsolescence and any adjustments to net realizable value, if net realizable value is lower than cost. For all merchandise categories, the Company records obsolescence and any adjustments to net realizable value (if lower than cost) based on current and anticipated demand, customer preferences, and market conditions.
Long-Lived Assets other than Goodwill: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset over its remaining useful life. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally measured based on discounted estimated future cash flows. Assets to be disposed of would be separately presented in the Consolidated Balance Sheets and reported at the lower of the carrying amount or fair value less disposition costs. As of January 30, 2020,28, 2023, for the purposes of the asset impairment test, the Company has one asset grouping.
During fiscal 2019, the Company concluded, based on continued operating losses for the Kaspien that a triggering event had occurred, and pursuant to FASB ASC 360, Property, Plant, and Equipment, an evaluation of the Kaspien fixed assets and intangible assets for impairment was required. For fiscal 2019, intangible assets related to vendor relationships were fully impaired resulting in the recognition of asset impairment charges of $0.8 million.
Recently Issued Accounting Pronouncements.
The information set forth above may be found under Notes to Consolidated Statements, Note 4.2.
Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not required under the requirements of a Smaller Reporting Company.
Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The Exhibits and financial statement schedules to the Company’s Consolidated Financial Statements isare included in Item 15, and the Consolidated Financial Statements follow the signature page to this report and are incorporated herein by reference.
The quarterly results of operations are included herein in Note 1613 of Notes to the Consolidated Financial Statements in this report.
Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
Item 9A. | CONTROLS AND PROCEDURES |
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that the Company’s disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives andnot effective as of January 28, 2023, due to a material weakness in internal control over financial reporting, as discussed below under Management’s Report on Internal Control Over Financial Reporting.
Notwithstanding the endmaterial weakness described under Management’s Report on Internal Control Over Financial Reporting, our management has concluded that our consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the period covered by this annual report, our disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports we file or submit, under the Exchange Act, is recorded, processed, summarized, as appropriate, to allow timely decisions regarding required disclosure and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management including the principal executive officer and principal financial officer.periods presented herein.
Management’s Report on Internal Control Over Financial Reporting:Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d – 15(f) under the Exchange Act, as amended). Under the supervision and with the participation of the Company’s management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on our evaluation under the framework in Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of January 30, 2021.28, 2023 because of the material weakness described below.
During the year ended January 28, 2023, the Company did not perform adequate independent reviews and maintain effective controls related to account analyses, account summaries and account reconciliations prepared in the areas of inventory and related inventory reserves, cost of sales and certain other accounts.
During 2023, we will improve the preparation and review of account reconciliations by developing specific procedures to monitor and evaluate key accounts. Additionally, we will provide additional training to our personnel to strengthen their GAAP knowledge and ability to identify potential errors in the underlying business processes. To address inventory valuation, we are in the process of (i) hiring and training additional experienced accounting resources, (ii) enhancing reporting capabilities, and (iii) continuing to review and assess all inventory-related internal controls. We are committed to remediating the material weakness and anticipate that the material weakness will be remediated by the end of 2023. We do not anticipate incurring substantial costs in connection with these remediation efforts.
Changes in Controls and Procedures: AsInternal Control Over Financial Reporting: Aside from the material weakness described above under Management’s Report on Internal Control Over Financial Reporting, as of January 30, 2021,28, 2023, there have been no changes in the Company’s internal controlscontrol over financial reporting that occurred during fiscal 20202022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controlscontrol over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
Item 9B. | OTHER INFORMATION |
No events have occurred which would require disclosure under this Item 9B.
Item 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not applicable.
PART III
Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information required by this item is incorporated by reference from the information to be included in the Proxy Statement for our 20212023 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the SEC on or about May 30, 2021,within 120 days after the fiscal year ended January 28, 2023, which information is incorporated by reference.
Item 11. | EXECUTIVE COMPENSATION |
Information required by this item is incorporated by reference from the information to be included in the Proxy Statement for our 20212023 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the SEC on or about May 30, 2021,within 120 days after the fiscal year ended January 28, 2023, which information is incorporated by reference.
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Certain information required by this item is incorporated by reference from the information to be included in the Proxy Statement for our 20212023 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the SEC on or about May 30, 2021,within 120 days after the fiscal year ended January 28, 2023, which information is incorporated by reference.
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information required by this item is incorporated by reference from the information to be included in the Proxy Statement for our 20212023 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the SEC on or about May 30, 2021,within 120 days after the fiscal year ended January 28, 2023, which information is incorporated by reference.
Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Information required by this item is incorporated by reference from the information to be included in the Proxy Statement for our 20212023 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A with the SEC on or about May 30, 2021,within 120 days after the fiscal year ended January 28, 2023, which information is incorporated by reference.
PART IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
15(a) (1) Financial Statements
The Consolidated Financial Statements and Notes are listed in the Consolidated Financial Statements on page F-1 of this report.
15(a) (2) Financial Statement Schedules
Consolidated Financial Statement Schedules not filed herein have been omitted as they are not applicable or the required information or equivalent information has been included in the Consolidated Financial Statements or the notes thereto.
15(a) (3) Exhibits
Exhibits are as set forth in the “ Index“Index to Exhibits” which follows the Notes to the Consolidated Financial Statements and immediately precedes the exhibits filed.
Item 16. | Form 10-K Summary |
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KASPIEN HOLDINGS INC. |
Date: April 30, 202128, 2023 | By: /s/ Kunal ChopraBrock Kowalchuk |
| Kunal ChopraBrock Kowalchuk
Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date |
/s/ Kunal Chopra /s/ Brock Kowalchuk | | April 30, 202128, 2023 |
(Kunal Chopra)(Brock Kowalchuk) | Principal Executive Officer | |
| | |
/s/ Edwin Sapienza | Chief Financial Officer | April 30, 202128, 2023 |
(Edwin Sapienza) | (Principal Financial and Chief Accounting Officer) | |
| | |
/s/ Jonathan Marcus | | |
(Jonathan Marcus)Mark Holliday | Director | April 30, 202128, 2023 |
(Mark Holliday) | | |
| | |
/s/ Michael Reickert Jonathan Marcus | | |
(Michael Reickert)(Jonathan Marcus) | Director | April 30, 202128, 2023 |
| | |
/s/ Tom Simpson Michael Reickert | | |
(Tom(Michael Reickert) | Director | April 28, 2023 |
| | |
/s/ Tom Simpson | | |
(Tom Simpson) | Director | April 30, 202128, 2023 |