Cover
Cover - shares | 6 Months Ended | |
Jul. 31, 2024 | Sep. 09, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40597 | |
Entity Registrant Name | Mama’s Creations, Inc. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 27-0607116 | |
Entity Address, Address Line One | 25 Branca Road | |
Entity Address, City or Town | East Rutherford | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07073 | |
City Area Code | 201 | |
Local Phone Number | 531-1212 | |
Title of 12(b) Security | Common Stock, par value $0.00001 | |
Trading Symbol | MAMA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,577,493 | |
Entity Central Index Key | 0001520358 | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Current Assets: | ||
Cash and cash equivalents | $ 7,368 | $ 11,022 |
Accounts receivable, net | 8,126 | 7,859 |
Inventories, net | 2,848 | 3,310 |
Prepaid expenses and other current assets | 1,364 | 1,375 |
Total current assets | 19,706 | 23,566 |
Property, plant, and equipment, net | 7,272 | 4,436 |
Intangible assets, net | 4,211 | 4,979 |
Goodwill | 8,633 | 8,633 |
Operating lease right of use assets, net | 2,643 | 2,889 |
Deferred tax asset | 390 | 503 |
Deposits | 95 | 95 |
Total Assets | 42,950 | 45,101 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 9,793 | 12,425 |
Term loan, net of unamortized debt discount of $28 and $38, respectively | 1,524 | 1,514 |
Operating lease liabilities | 428 | 434 |
Finance leases payable | 358 | 367 |
Promissory notes – related parties | 2,250 | 1,950 |
Total current liabilities | 14,353 | 16,690 |
Line of credit | 0 | 0 |
Operating lease liabilities – net of current | 2,278 | 2,515 |
Finance leases payable – net of current | 1,044 | 1,062 |
Promissory note – related party, net of current | 750 | 2,250 |
Term loan – net of current | 2,228 | 3,003 |
Total long-term liabilities | 6,300 | 8,830 |
Total Liabilities | 20,653 | 25,520 |
Commitments and contingencies (Notes 9 and 10) | ||
Stockholders’ Equity: | ||
Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,663,041 and 37,488,239 shares issued as of July 31, 2024 and January 31, 2024, respectively, 37,433,041 and 37,258,239 shares outstanding as of July 31, 2024 and January 31, 2024, respectively | 0 | 0 |
Additional paid in capital | 24,293 | 23,278 |
Accumulated deficit | (1,846) | (3,547) |
Less: Treasury stock, 230,000 shares at cost | (150) | (150) |
Total Stockholders’ Equity | 22,297 | 19,581 |
Total Liabilities and Stockholders’ Equity | 42,950 | 45,101 |
Series A Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | 0 | 0 |
Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Unamortized debt discount | $ 28 | $ 38 |
Preferred stock par value (in dollars per share) | $ 0.00001 | |
Preferred stock authorized (in shares) | 20,000,000 | |
Common stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock issued (in shares) | 37,663,041 | 37,488,239 |
Common stock outstanding (in shares) | 37,433,041 | 37,258,239 |
Treasury stock (in shares) | 230,000 | 230,000 |
Series A Preferred Stock | ||
Preferred stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock authorized (in shares) | 120,000 | 120,000 |
Preferred stock issued (in shares) | 23,400 | 23,400 |
Preferred stock outstanding (in shares) | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock authorized (in shares) | 200,000 | 200,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Preferred Stock | ||
Preferred stock par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock authorized (in shares) | 19,680,000 | 19,680,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 28,382 | $ 24,790 | $ 58,220 | $ 47,911 |
Costs of sales | 21,503 | 17,284 | 43,878 | 34,034 |
Gross profit | 6,879 | 7,506 | 14,342 | 13,877 |
Operating expenses: | ||||
Research and development | 93 | 95 | 197 | 166 |
Selling, general and administrative expenses | 5,174 | 5,136 | 11,760 | 9,493 |
Total operating expenses | 5,267 | 5,231 | 11,957 | 9,659 |
Income from operations | 1,612 | 2,275 | 2,385 | 4,218 |
Other income (expenses) | ||||
Interest expense | (122) | (182) | (249) | (359) |
Interest income | 63 | 0 | 155 | 0 |
Amortization of debt discount | (4) | (6) | (10) | (11) |
Other income | 0 | 7 | 0 | 27 |
Total other expenses | (63) | (181) | (104) | (343) |
Net income before income tax provision and income from equity method investment | 1,549 | 2,094 | 2,281 | 3,875 |
Income from equity method investment | 0 | 78 | 0 | 223 |
Income tax expense | (401) | (430) | (580) | (954) |
Net income | 1,148 | 1,742 | 1,701 | 3,144 |
Less: series B preferred dividends | 0 | (21) | 0 | (49) |
Net Income available to common stockholders | $ 1,148 | $ 1,721 | $ 1,701 | $ 3,095 |
Net income per common share | ||||
basic (in dollars per share) | $ 0.03 | $ 0.05 | $ 0.05 | $ 0.09 |
diluted (in dollars per share) | $ 0.03 | $ 0.05 | $ 0.04 | $ 0.08 |
Weighted average common shares outstanding | ||||
basic (in shares) | 37,336 | 36,855 | 37,298 | 36,628 |
diluted (in shares) | 39,604 | 37,490 | 39,535 | 37,195 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series B Preferred Stock | Preferred Stock Series A Preferred Stock | Preferred Stock Series B Preferred Stock | Common Stock | Treasury Stock | Additional Paid In Capital | Accumulated Deficit |
Beginning balance, preferred stock (in shares) at Jan. 31, 2023 | 0 | 55,000 | |||||||
Beginning balance at Jan. 31, 2023 | $ 12,515 | $ 0 | $ 0 | $ 0 | $ (150) | $ 22,724 | $ (10,059) | ||
Beginning balance, common stock (in shares) at Jan. 31, 2023 | 36,318,000 | ||||||||
Beginning balance, treasury stock (in shares) at Jan. 31, 2023 | (230,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation (in shares) | 20,000 | ||||||||
Stock based compensation | 160 | 160 | |||||||
Stock issued for the exercise of options and warrants (in shares) | 187,000 | ||||||||
Stock issued for the exercise of options and warrants | 28 | 28 | |||||||
Issuance of shares for director settlement | 0 | ||||||||
Conversion of Series B preferred stock (in shares) | 55,000 | 819,000 | |||||||
Series B Preferred dividend | (49) | $ (49) | |||||||
Net income | 3,144 | 3,144 | |||||||
Ending balance, preferred stock (in shares) at Jul. 31, 2023 | 0 | 0 | |||||||
Ending balance at Jul. 31, 2023 | 15,798 | $ 0 | $ 0 | $ 0 | $ (150) | 22,912 | (6,964) | ||
Ending balance, common stock (in shares) at Jul. 31, 2023 | 37,344,000 | ||||||||
Ending balance, treasury stock (in shares) at Jul. 31, 2023 | (230,000) | ||||||||
Beginning balance, preferred stock (in shares) at Apr. 30, 2023 | 0 | 55,000 | |||||||
Beginning balance at Apr. 30, 2023 | 13,963 | $ 0 | $ 0 | $ 0 | $ (150) | 22,798 | (8,685) | ||
Beginning balance, common stock (in shares) at Apr. 30, 2023 | 36,485,000 | ||||||||
Beginning balance, treasury stock (in shares) at Apr. 30, 2023 | (230,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation (in shares) | 20,000 | ||||||||
Stock based compensation | 105 | 105 | |||||||
Stock issued for the exercise of options and warrants (in shares) | 20,000 | ||||||||
Stock issued for the exercise of options and warrants | 9 | 9 | |||||||
Conversion of Series B preferred stock (in shares) | 55,000 | 819,000 | |||||||
Series B Preferred dividend | (21) | $ (21) | |||||||
Net income | 1,742 | 1,742 | |||||||
Ending balance, preferred stock (in shares) at Jul. 31, 2023 | 0 | 0 | |||||||
Ending balance at Jul. 31, 2023 | 15,798 | $ 0 | $ 0 | $ 0 | $ (150) | 22,912 | (6,964) | ||
Ending balance, common stock (in shares) at Jul. 31, 2023 | 37,344,000 | ||||||||
Ending balance, treasury stock (in shares) at Jul. 31, 2023 | (230,000) | ||||||||
Beginning balance, preferred stock (in shares) at Jan. 31, 2024 | 0 | 0 | 0 | 0 | |||||
Beginning balance at Jan. 31, 2024 | $ 19,581 | $ 0 | $ 0 | $ 0 | $ (150) | 23,278 | (3,547) | ||
Beginning balance, common stock (in shares) at Jan. 31, 2024 | 37,258,239 | 37,488,000 | |||||||
Beginning balance, treasury stock (in shares) at Jan. 31, 2024 | (230,000) | (230,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation (in shares) | 77,000 | ||||||||
Stock based compensation | $ 521 | 521 | |||||||
Stock issued for the exercise of options (in shares) | 30,000 | 30,000 | |||||||
Stock issued for the exercise of options | $ 44 | 44 | |||||||
Issuance of shares for director settlement (in shares) | 68,000 | ||||||||
Issuance of shares for director settlement | 450 | 450 | |||||||
Net income | 1,701 | 1,701 | |||||||
Ending balance, preferred stock (in shares) at Jul. 31, 2024 | 0 | 0 | 0 | 0 | |||||
Ending balance at Jul. 31, 2024 | $ 22,297 | $ 0 | $ 0 | $ 0 | $ (150) | 24,293 | (1,846) | ||
Ending balance, common stock (in shares) at Jul. 31, 2024 | 37,433,041 | 37,663,000 | |||||||
Ending balance, treasury stock (in shares) at Jul. 31, 2024 | (230,000) | (230,000) | |||||||
Beginning balance, preferred stock (in shares) at Apr. 30, 2024 | 0 | 0 | |||||||
Beginning balance at Apr. 30, 2024 | $ 20,346 | $ 0 | $ 0 | $ 0 | $ (150) | 23,490 | (2,994) | ||
Beginning balance, common stock (in shares) at Apr. 30, 2024 | 37,488,000 | ||||||||
Beginning balance, treasury stock (in shares) at Apr. 30, 2024 | (230,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation (in shares) | 77,000 | ||||||||
Stock based compensation | 316 | 316 | |||||||
Stock issued for the exercise of options and warrants (in shares) | 30,000 | ||||||||
Stock issued for the exercise of options and warrants | 37 | 37 | |||||||
Issuance of shares for director settlement (in shares) | 68,000 | ||||||||
Issuance of shares for director settlement | 450 | 450 | |||||||
Net income | 1,148 | 1,148 | |||||||
Ending balance, preferred stock (in shares) at Jul. 31, 2024 | 0 | 0 | 0 | 0 | |||||
Ending balance at Jul. 31, 2024 | $ 22,297 | $ 0 | $ 0 | $ 0 | $ (150) | $ 24,293 | $ (1,846) | ||
Ending balance, common stock (in shares) at Jul. 31, 2024 | 37,433,041 | 37,663,000 | |||||||
Ending balance, treasury stock (in shares) at Jul. 31, 2024 | (230,000) | (230,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2024 | Jul. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,701 | $ 3,144 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 606 | 512 |
Amortization of debt discount | 10 | 11 |
Amortization of right of use assets | 270 | 112 |
Amortization of intangibles | 768 | 304 |
Stock-based compensation | 521 | 110 |
Allowance for obsolete inventory | 0 | 93 |
Change in deferred tax asset | 113 | 649 |
Income from equity method investment | 0 | (223) |
Changes in operating assets and liabilities: | ||
Allowance for doubtful accounts | 0 | 140 |
Accounts receivable | (267) | 1,127 |
Inventories | 462 | 234 |
Prepaid expenses and other current assets | (522) | 347 |
Security deposits | 0 | (18) |
Accounts payable and accrued expenses | (2,161) | (3,049) |
Operating lease liability | (267) | (135) |
Net Cash Provided by Operating Activities | 1,234 | 3,358 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets | (2,740) | (253) |
Cash paid for investment in Chef Inspirational Foods, LLC, net | 0 | (646) |
Net Cash (Used in) Investing Activities | (2,740) | (899) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of term loan | (776) | (776) |
Repayment of line of credit, net | 0 | (390) |
Repayment of related party note | (1,200) | 0 |
Repayment of finance lease obligations | (196) | (93) |
Payment of Series B Preferred dividends | 0 | (49) |
Proceeds from exercise of stock options | 44 | 28 |
Net Cash (Used in) Financing Activities | (2,128) | (1,280) |
Net (Decrease) Increase in Cash | (3,634) | 1,179 |
Cash and cash equivalents at beginning of period | 11,022 | 4,378 |
Cash and cash equivalents at end of period | 7,388 | 5,557 |
SUPPLEMENTARY CASH FLOW INFORMATION: | ||
Income taxes | 871 | 113 |
Interest | 223 | 313 |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of series B preferred stock to common stock | 0 | 0 |
Finance lease asset additions | 169 | 903 |
Right of use asset recognized | 873 | 0 |
Write-off of right of use asset | 897 | 0 |
Related party debt incurred for purchase of Chef Inspirational Foods, LLC | 0 | 2,700 |
Settlement of liability in common stock | 0 | 50 |
Issuance of stock for director settlement | 450 | 0 |
Receipt of fixed assets for deposits which were previously placed | $ 533 | $ 0 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jul. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Nature of Operations Mama's Creations, Inc. (together with its subsidiaries, the “Company”), (formerly known as Mama Mancini's Holdings, Inc. and Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a fiscal year-end of January 31. Our subsidiary MamaMancini’s Inc. (“MamaMancinis”) is a marketer, manufacturer and distributor of beef and turkey meatballs with sauce, grilled, roasted and breaded chicken, sausage and peppers, and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve meals, single-serve pasta bowls, bulk deli, and packaged refrigerated protein products. MamaMancini's products feature many all-natural meals that were submitted to the United States Department of Agriculture (the “USDA”) and approved as "all-natural". The USDA defines "all-natural" as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. Our subsidiary T&L Acquisition Corp. is a premier gourmet food manufacturer based in New York. T&L Acquisition Corp. DBA T&L Creative Salads (“T&L”) and Olive Branch (“OB”) offer a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the Food and Drug Administration ("FDA"). Olive Branch concentrates on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers. On June 28, 2022, the Company acquired a 24% minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer, innovator, marketer and sales company selling prepared foods, for an investment of $1.2 million. The investment consisted of $500 thousand in cash and $700 thousand in the Company’s common stock. The acquisition of the interest in CIF was accounted for under the equity method of accounting for investments until the Company acquired the remaining interest in CIF. On June 28, 2023, the Company completed the acquisition of the remaining 76% of CIF, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for approximately $3.7 million, including approximately $1 million in cash at closing and a $2.7 million promissory note (the "CIF Acquisition"). The promissory note requires a principal payment of $1.2 million in cash on the first anniversary of the closing date (which was made during the three months ended July 31, 2024), and a payment of $1.5 million in common stock of the Company on the second anniversary of the closing date. The following presents the unaudited results of operations for the period February 1, 2023 through June 28, 2023 of CIF (in thousands): For the Period Revenues $ 13,721 Net income $ 931 Name Change On July 31, 2023, the Company filed an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company’s name from “MamaMancini’s Holdings, Inc.” to “Mama’s Creations, Inc.” (the “Name Change”). The Name Change, which was approved by the Company’s stockholders at its annual meeting on July 31, 2023, did not alter the voting powers or relative rights of the Company from its origins as a home style, old-world Italian food company to a "one stop shop" including all-natural specialty prepared refrigerated foods for sale in retailers around the country. On July 31, 2023, the Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Second Amended and Restated Bylaws”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of July 31, 2024, and the results of its operations and its cash flows for the periods presented. The unaudited Condensed Consolidated Financial Statements herein should be read together with the historical Consolidated Financial Statements of the Company for the years ended January 31, 2024 and 2023 included in our Annual Report on Form 10-K for the year ended January 31, 2024 (the "2024 Form 10-K"). Operating results for the three and six months ended July 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 2025. Certain amounts in the prior years have been reclassified to conform to the current year presentation. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances have been eliminated in consolidation. Use of Estimates The preparation of Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Such estimates and assumptions impact, among other items, allowance for credit losses, the fair value of stock-based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the Condensed Consolidated Financial Statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risks and uncertainties, including financial and operational risks, including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Segment Reporting For the three and six months ending July 31, 2024 and July 31, 2023, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM"), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such the Company has one reportable segment. Additionally, all of the Company's assets are maintained in the United States. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Accounts Receivable and Allowance for Credit Losses Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. Estimated product returns are immaterial. Management assesses the collectability of outstanding customer invoices and maintains an allowance resulting from the expected non-collection of customer receivables. In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, and current and expected general economic conditions. Customer balances are written off after all collection efforts are exhausted. The reserve for uncollectible accounts was approximately $93 thousand as of July 31, 2024 and January 31, 2024. During the three and six months ended July 31, 2024 the Company did not write off any accounts deemed uncollectible. During the three and six months ended July 31, 2023 the Company wrote off approximately $140 thousand of accounts that were deemed uncollectible. Inventories The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. The cost of finished goods inventories includes ingredients, direct labor, freight-in for ingredients, and indirect production and overhead costs. The Company monitors its inventory to identify excess or obsolete items on hand. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on selling prices and indications from customers based upon current price negotiations and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. As of July 31, 2024 and January 31, 2024, the reserve for obsolete inventory was approximately $95 thousand. Inventories by major category are as follows (in thousands): July 31, 2024 January 31, 2024 Raw materials and packaging $ 1,376 $ 1,159 Work in process 324 237 Finished goods 1,148 1,914 Total $ 2,848 $ 3,310 Property, Plant and Equipment Property, plant, and equipment are recorded at cost net of depreciation. Depreciation expense is computed using straight-line methods over the estimated useful lives. Asset lives for financial statement reporting of depreciation expense are: Machinery and equipment 2-7 years Furniture and fixtures 3-5 years Leasehold improvements * (*) Amortized on a straight-line basis over the shorter of the remaining lease term at the time the asset was placed in service or their estimated useful lives. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that an impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value is less than its carrying value and whether it is necessary to perform goodwill impairment testing. As of July 31, 2024 and January 31, 2024, there were no impairment losses recognized for goodwill. Other Intangible Assets Other intangible assets consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Tradenames and trademarks 3 years Customer relationships 4 – 5 years Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Research and Development Research and development is expensed as incurred. Research and development expenses were $93 thousand and $197 thousand for the three and six months ended July 31, 2024, respectively, compared to $95 thousand and $166 thousand for the three and six months ended July 31, 2023, respectively. Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606). The Company’s sales are primarily generated from the sale of finished products to customers. Revenue is recognized when the performance obligation is satisfied, and the promised goods have been transferred. Control transfers when the product is shipped or delivered based upon applicable shipping terms. For each contract, the Company considers the transfer of product to be the performance obligation. Although some payment terms may be extended, generally the Company’s payment terms are approximately 15- 30 days. Accordingly, there are no significant financing components to consider when determining the transaction price. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in selling, general and administrative expenses on the Consolidated Statements of Operations. The Company promotes its products with trade incentives and promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. The trade incentives and promotions are recorded as a reduction to the transaction price based on amounts estimated as being due to customers at the end of the period. The Company derives these estimates based on historical experience. The Company does not receive a distinct service in relation to the trade incentives and promotions. The Company’s contracts are all short term in nature; therefore, there are no unsatisfied performance obligations requiring disclosure as of July 31, 2024 and January 31, 2024. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows (in thousands): For the Three Months Ended July 31, 2024 July 31, 2023 Gross Sales $ 28,704 $ 25,415 Less: Slotting Fees, Discounts & Allowances 322 625 Net Sales $ 28,382 $ 24,790 For the Six Months Ended July 31, 2024 July 31, 2023 Gross Sales $ 59,102 $ 49,015 Less: Slotting Fees, Discounts & Allowances 882 1,104 Net Sales $ 58,220 $ 47,911 Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the three months ended July 31, 2024 and 2023 (in thousands): For the Three Months Ended July 31, 2024 July 31, 2023 Northeast $ 8,690 $ 9,385 Southeast 8,010 7,192 Midwest 5,768 3,988 West 6,236 4,850 Total gross sales $ 28,704 $ 25,415 For the Six Months Ended July 31, 2024 July 31, 2023 Northeast $ 18,257 $ 17,951 Southeast 15,707 13,887 Midwest 12,152 8,255 West 12,986 8,922 Total gross sales $ 59,102 $ 49,015 Costs of Sales Costs of sales represents costs directly related to the production and manufacturing of the Company’s products. Advertising Costs incurred for advertising for the Company are charged to selling, general and administrative expenses as incurred. Advertising expenses wer e $404 thousand and $817 thousand fo r the three and six months ended July 31, 2024, respectively, compared to $190 thousand and $399 thousand for the three and six months ended July 31, 2023, respectively. Stock-Based Compensation The Company provides compensation benefits in the form of performance stock awards, restricted stock units, stock options, and warrants. The cost of the stock-based compensation is recorded at fair value on the date of grant and expensed in the condensed consolidated statement of operations over the requisite service period. The Company has granted performance stock awards ("PSUs") to certain executive officers. Each performance stock award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and certain performance goals over the applicable performance period. The recognition of the compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions based on the fair value of the award on the date of grant. To determine the value of PSUs with market conditions for stock-based compensation purposes, the Company used a Monte Carlo simulation valuation model. For each path, the PSUs payoff is calculated based on the contractual terms, whereas the fair value of the PSUs is calculated as the average present value of all modeled payoffs. The determination of the grant date fair value of PSUs issued is affected by a number of variables and subjective assumptions, including (i) the fair value of the Company’s common stock at the grant date of $1.17 and $1.40, (ii) the expected common stock price volatility over the expected life of the award of 85.7% and 87.0%, (iii) the term of the awards of 5 years and 5 years, (iv) the risk-free interest rate of 3.7% and 3.4%, and (v) the expected dividend yield of 0% and 0%. Forfeitures are recognized when they occur. There were no performance stock units that vested in the three and six months ending July 31, 2024. T he Company's performance against the defined goals is re-evaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome. The Company values stock options and warrants using the Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service period, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Earnings Per Share Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive earnings per share computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury stock method and the dilutive effect of the Series B Preferred stock is calculated using the if-converted method. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share (in thousands, except per share data): For the Three Months Ended July 31, 2024 July 31, 2023 Numerator: Net income attributable to common stockholders $ 1,148 1,721 Effect of dilutive securities: — 21 Diluted net income $ 1,148 $ 1,742 Denominator: Weighted average common shares outstanding – basic 37,336 36,855 Dilutive securities (a): Restricted stock 371 251 Performance stock awards 1,840 — Options 57 384 Weighted average common shares outstanding and assumed conversion – diluted 39,604 37,490 Basic net income per common share $ 0.03 $ 0.05 Diluted net income per common share $ 0.03 $ 0.05 (a) – Anti-dilutive securities excluded: - - For the Six Months Ended July 31, 2024 July 31, 2023 Numerator: Net income attributable to common stockholders 1,701 3,095 Effect of dilutive securities: — 49 Diluted net income $ 1,701 $ 3,144 Denominator: Weighted average common shares outstanding – basic 37,298 36,628 Dilutive securities (a): Restricted stock 343 222 Options 54 345 Performance stock awards 1,840 — Weighted average common shares outstanding and assumed conversion – diluted 39,535 37,195 Basic net income per common share $ 0.05 $ 0.09 Diluted net income per common share $ 0.04 $ 0.08 (a) – Anti-dilutive securities excluded: - - Income Taxes Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes. ” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense results from the net change during the period of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets are adjusted for the effects of changes in tax laws and rates on the date of enactment. As of July 31, 2024 and January 31, 2024, the Company recognized a deferred tax asset of $390 thousand and $503 thousand, respectively, which is included in other long-term assets on the condensed consolidated balance sheets. The Company regularly evaluates the need for a valuation allowance related to the deferred tax asset. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings per share (EPS) guidance. This update is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-06, "Disclosure Improvements: Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." The FASB issued the standard to introduce changes to U.S. GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports. The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K. The Company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendment is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact that the adoption ASU No. 2023-07 will have to the financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendment is effective retrospectively for fiscal years beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption of ASU No. 2023-09 will have to the financial statements and related disclosures. Management does not believe that any recently issued but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Property Plant and Equipment
Property Plant and Equipment | 6 Months Ended |
Jul. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment | Property Plant and Equipment: Property plant and equipment on July 31, 2024 and January 31, 2024 are as follows (in thousands): July 31, 2024 January 31, 2024 Machinery and Equipment $ 6,489 $ 4,437 Furniture and Fixtures 242 252 Leasehold Improvements 4,291 2,956 11,022 7,645 Less: Accumulated Depreciation 3,750 3,209 Total $ 7,272 $ 4,436 |
Intangible assets, net
Intangible assets, net | 6 Months Ended |
Jul. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Intangible assets, net Intangible assets, net consisted of the following at July 31, 2024 (dollars in thousands): Gross Accumulated Net Carrying Weighted Customer relationships $ 6,418 $ (2,218) $ 4,200 2.80 Tradename and trademarks 79 (68) 11 0.41 $ 6,497 $ (2,286) $ 4,211 Intangibles, net consisted of the following at January 31, 2024 (dollars in thousands): Gross Accumulated Net Carrying Weighted Customer relationships $ 6,418 $ (1,463) $ 4,955 3.29 Tradename and trademarks 79 (55) 24 0.91 $ 6,497 $ (1,518) $ 4,979 Amortization expense was approximately $388 thousand and $768 thousand for the three and six months ended July 31, 2024, respectively, compared to approximately $202 thousand and $304 thousand for the three and six months ended July 31, 2023, respectively. We expect the estimated aggregate amortization expense for each of the four succeeding fiscal years to be as follows (in thousands): 2025 (Remaining) $ 771 2026 1,513 2027 1,465 2028 462 Total $ 4,211 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Promissory Notes – Related Parties Upon consummation of the acquisition of T&L in December 2021, the Company executed a $3 million promissory note with the sellers. The promissory note requires annual principal payments of $750 thousand, payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent (3.5%) per annum. As of July 31, 2024 and January 31, 2024, the outstanding balance under the note was $1.5 million, respectively, of which $750 thousand is recorded as Promissory notes – related parties and $750 thousand is recorded as Promissory notes – related parties, net of current in the Company’s Condensed Consolidated Balance Sheets. Interest expense related to this note was approximately $13 thousand and $26 thousand for the three and six months ended July 31, 2024, respectively, compared to approximately $20 thousand and $39 thousand for the three and six months ended July 31, 2023, respectively. As of July 31, 2024 and January 31, 2024, accrued interest was approximately $31 thousand and $5 thousand, respectively. Lease – Related Party The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L, and various individuals related to Mr. Morello. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with base rent of approximately $20 thousand per month through December 31, 2026, increasing after that date to approximately $24 thousand per month through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense and other ancillary charges pursuant to the lease for the three and six months ended July 31, 2024 were approximately $81 thousand and $159 thousand, respectively, compared to $106 thousand and $171 thousand for the three and six months ending July 31, 2023 , respectively. Chef Inspirational Foods, LLC – Related Party The Company owned a 24% minority interest in CIF until June 28, 2023, when the Company acquired the remaining interest (refer to Note 1). For the period May 1, 2023 to July 31, 2023 and the period from February 1, 2023 to June 28, 2023, the Company recorded sales of approximatel y $4.3 million and $10.9 million with CIF, respectively |
Loan and Security Agreements
Loan and Security Agreements | 6 Months Ended |
Jul. 31, 2024 | |
Loan And Security Agreements | |
Loan and Security Agreements | Loan and Security Agreements M&T Bank The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $5.5 million (the "Credit Agreement") . On July 31, 2024 , the Company extended the maturity date of the working capital line from October 31, 2025 to November 30, 2027 . The principal outstanding bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement), established with respect to the Borrower as of the date of any advance under the Credit Agreement as follows: if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.25 percentage point(s) above the applicable one-day (i.e. overnight) SOFR (as defined); (ii) greater than 1.50 but less than 2.25, 2.75 percentage points above the one-day SOFR; (iii) less than or equal to 1.50, 2.25 percentage points above the one-day SOFR. The facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants. The Company was in compliance with the covenants as of July 31, 2024 and January 31, 2024. Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. There was no outstanding balance on the line of credit as of July 31, 2024 and January 31, 2024, respectively. During the three and six months ended July 31, 2024 the Company incurred no interest , compared to approximately $26 thousand and $47 thousand for the three and six months ended July 31, 2023, respectively. On December 29, 2021, the Com pany entered into a loan with M&T Bank for the original principal amount of $7.5 million payable in equal monthly principal installments over a 60-month amortization period (the “Acquisition Note”). The Maturity Date of the Acquisition Note is January 17, 2027. The Acquisition Note was amended effective December 4, 2023 to change the rate at which interest accrues and amended on July 31, 2024 to amend certain covenants. Effective December 4, 2023 the interest rate was amended to be based on the Senior Funded Debt/EBITDA Ratio (as defined in the Acquisition Note). If the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.5 percentage point(s) above the applicable Variable Loan Rate; (ii) greater than 1.50 but less than or equal to 2.25, 3.0 percentage points of the applicable Variable Loan Rate; or (iii) less than or equal to 1.50, 2.5 percentage points above the applicable Variable Loan Rate; provided that in all events the rate shall not be less than the recited percentage point margin over 0%. As of July 31, 2024 , the outstanding balance and unamortized discount of the Acquisition Note was approximately $3.8 million and $28 thousand, respectively. As of January 31, 2024 |
Concentrations
Concentrations | 6 Months Ended |
Jul. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Revenues For the three months ended July 31, 2024, the Company’s revenue was concentrated in two customers that accounted for approximately 38% and 11% of gross revenue, respectively. For the six months ended July 31, 2024, the Company’s revenue was concentrated in one customer that accounted for approximately 40% of gross revenue. For the three months ended July 31, 2023, the Company’s revenue was concentrated in three customers that accounted for approximately 18%, 17%, and 10% of gross revenue, respectively. For the six months ended July 31, 2023, the Company’s revenue was concentrated in three customers that accounted for approximately 22%, 13%, and 11% of gross revenue respectively. Receivables As of July 31, 2024, four customers represented approximately 31%, 13%, 11%, and 11% of the total gross outstanding receivables, respectively. As of January 31, 2024, four customers represented approximately 20%, 15%, 13%, and 10% of total gross outstanding receivables, respectively. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jul. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Preferred Stock and Series A Preferred Stock The Company is authorized to issue 20 million shares of Preferred Stock, $0.00001 par value per share. The Company has designated 120 thousand shares of Preferred Stock as Series A Convertible Preferred stock. As of July 31, 2024 and January 31, 2024, no shares of Series A Convertible Preferred Stock are outstanding. Series B Preferred Stock The Company has designated 200 thousand shares of preferred stock, Series B Preferred Stock. The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the original issue price, plus any dividends declared but unpaid or the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation. Holders of the Series B Preferred Stock were entitled to receive cumulative cash dividends at an annual rate of eight percent (8%). Holders of the Series B Preferred Stock had no voting rights. Each share of Series B Preferred Stock was convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. The Company was able to force conversion at $2.00 per share of Common Stock at any time after 6 months after issue if the Common Stock had a closing price of $2.00 or higher in any 20 consecutive trading days. After 18 months, the Company could force holders to convert at a 20% discount to the most recent 20-day average closing price per share. The Company also had the right to cause a conversion following a Fundamental Change. On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819,000 shares of Common Stock of the Company. As of July 31, 2024 and January 31, 2024, no shares of Series B Preferred Stock remain outstanding. The Company paid dividends of approximately $21 thousand and $49 thousand for the three and six months ended July 31, 2023, respectively. Such dividends related to the Company's then outstanding Series B Preferred Stock. Restricted Stock Units The fair value of restricted stock units is determined based on the closing price of the Company's Common Stock on the grant date. Restricted Stock Units generally vest on a graded basis over three years to four years of service. The terms of the RSUs include vesting provisions based solely on continued service. The following is a summary of the Company’s restricted stock units activity: Restricted Weighted Average Grant Date Fair Value Non-vested restricted stock units - February 1, 2024 493,078 $ 1.91 Granted 56,207 $ 6.85 Vested (74,267) $ 4.02 Forfeited - $ - Outstanding – July 31, 2024 475,018 $ 2.16 During the three and six months ended July 31, 2024, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $197 thousand and $311 thousand, respectively, compared to $63 thousand and $31 thousand for the three and six months ended July 31, 2023, respectively. The restricted stock expense was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the employee's expense on the Condensed Consolidated Statement of Operations. As of July 31, 2024, there was unrecognized stock-based compensation of approximately $822 thousand related to future vesting of restricted stock units. Options The following is a summary of the Company’s option activity: Options Weighted Average Weighted Aggregate Intrinsic Value Outstanding – February 1, 2024 117,500 $ 1.48 8.36 $ 333 Granted - $ - Exercised (30,000) $ 1.48 Expired/forfeited (15,000) $ 1.48 Outstanding – July 31, 2024 72,500 $ 1.48 7.87 $ 445 Exercisable – July 31, 2024 7,500 $ 1.48 7.87 $ 46 During the six months ended July 31, 2024, there were 30,000 options exercised at a weighted average exercise price of $1.48 per share resulting in the issuance of 30 thousand shares of common stock. The Company received approximately $44 thousand for the exercise of these options. For the three and six months ended July 31, 2024, the Company recognized stock-based compensation expense related to options of an aggregate of approximately $8 thousand and $7 thousand, respectively, compared to $18 thousand and $41 thousand for the three and six months ended July 31, 2023. The stock-based compensation expense related to the options is included in selling, general and administrative expenses on the accompanying condensed consolidated statements of operations. During the six months ended July 31, 2024, certain employees and contractors resigned from the Company, which resulted in the reversal of approximately $11 thousand of previously recognized stock-based compensation expense. At July 31, 2024, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $29 thousand. Equity issuances On May 15, 2024, the Company entered into a Settlement Agreement with directors Alfred D’Agostino, Steven Burns, Dean Janeway and Thomas Toto (each, a “Director”) relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior leadership that exceeded the availability under the Company’s equity plan at the time of the purported grants. In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each Director a payment of approximately $113 thousand and approximately 17 thousand shares of common stock. In connection with the Settlement Agreement and the issuance of the shares, the Company incurred a one-time charge of approximately $900 thousand within selling, general and administrative expense in the three months ended April 30, 2024. During the three and six months ended July 31, 2024 t he Company is sued 3,007 shares valued at approximately $20 thousand to certain employees as compensation. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation, Claims and Assessments From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. Licensing and Royalty Agreements On March 1, 2010, the Company was assigned a Development and License agreement, dated January 1, 2009, with Daniel Dougherty (the “License Agreement”). Under the terms of the License Agreement, the royalty rate payable by the Company is 6% of net sales up to $500 thousand of net sales (as defined in the agreement) for each year under the License Agreement; 4% of net sales from $500 thousand up to $2.5 million of net sales for each year under the License Agreement; 2% of net sales from $2.5 million up to $20 million of net sales for each year under the License Agreement; and 1% of net sales in excess of $20 million of net sales for each year under the License Agreement. In order to continue exclusivity, the Company shall pay a minimum royalty of $125,000 each year. The Company incurred approximately $123 thousand and $305 thousand of royalty expenses for the three and six months ended July 31, 2024, respectively, compared to $129 thousand and $318 thousand for the three months ended July 31, 2023, respectively. Royalty expenses are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. |
Leases
Leases | 6 Months Ended |
Jul. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company accounts for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. In April 2024, the Company's lease of additional warehouse and office space in Farmingdale, New York became effective. The lease agreement has a five year term with monthly rent of approximately $16.7 thousand for the first year, increasing to approximately $17.2 thousand for the second year, increasing to approximately $17.7 thousand for the third year, increasing to approximately $18.2 thousand for the fourth year and increasing to approximately $18.8 thousand for the fifth year. As a result of this lease the Company recognized a (right-of-use) (ROU) asset and a ROU liability of approximately $873 thousand. During the six months ended July 31, 2024, the Company amended its lease for 25 Branca Road, East Rutherford, NJ. The amended lease has a termination date of August 31, 2024, which was subsequently extended, see Note 12. As the lease is now short term in nature the Company wrote off approximately $897 thousand of the ROU asset and ROU liability in the three months ended April 30, 2024. We have operating leases for offices and other facilities used for our operations. We also have finance leases consisting primarily of machinery and equipment. Our leases have remaining lease terms of approximately 0.33 years to 7.6 years. Supplemental cash flow and other information related to leases was as follows (in thousands): July 31, 2024 July 31, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 267 $ 135 Financing cash flows from finance leases 196 93 The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets: July 31, 2024 January 31, 2024 Weighted average remaining lease term (in years) Operating leases 6.15 6.57 Finance leases 4.43 4.49 Weighted average discount rate: Operating leases 5.47 % 4.85 % Finance Leases 7.19 % 6.74 % Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands): For the fiscal years ended Finance Leases Operating Leases Total Maturities of Lease Liabilities 2025 remaining $ 233 $ 280 $ 513 2026 384 566 950 2027 336 467 803 2028 328 500 828 2029 232 507 739 Thereafter 150 839 989 Total undiscounted future lease payments 1,663 3,159 4,822 Less: imputed interest (261) (453) (714) Total present value of future lease liabilities $ 1,402 $ 2,706 $ 4,108 |
Leases | Leases The Company accounts for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. In April 2024, the Company's lease of additional warehouse and office space in Farmingdale, New York became effective. The lease agreement has a five year term with monthly rent of approximately $16.7 thousand for the first year, increasing to approximately $17.2 thousand for the second year, increasing to approximately $17.7 thousand for the third year, increasing to approximately $18.2 thousand for the fourth year and increasing to approximately $18.8 thousand for the fifth year. As a result of this lease the Company recognized a (right-of-use) (ROU) asset and a ROU liability of approximately $873 thousand. During the six months ended July 31, 2024, the Company amended its lease for 25 Branca Road, East Rutherford, NJ. The amended lease has a termination date of August 31, 2024, which was subsequently extended, see Note 12. As the lease is now short term in nature the Company wrote off approximately $897 thousand of the ROU asset and ROU liability in the three months ended April 30, 2024. We have operating leases for offices and other facilities used for our operations. We also have finance leases consisting primarily of machinery and equipment. Our leases have remaining lease terms of approximately 0.33 years to 7.6 years. Supplemental cash flow and other information related to leases was as follows (in thousands): July 31, 2024 July 31, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 267 $ 135 Financing cash flows from finance leases 196 93 The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets: July 31, 2024 January 31, 2024 Weighted average remaining lease term (in years) Operating leases 6.15 6.57 Finance leases 4.43 4.49 Weighted average discount rate: Operating leases 5.47 % 4.85 % Finance Leases 7.19 % 6.74 % Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands): For the fiscal years ended Finance Leases Operating Leases Total Maturities of Lease Liabilities 2025 remaining $ 233 $ 280 $ 513 2026 384 566 950 2027 336 467 803 2028 328 500 828 2029 232 507 739 Thereafter 150 839 989 Total undiscounted future lease payments 1,663 3,159 4,822 Less: imputed interest (261) (453) (714) Total present value of future lease liabilities $ 1,402 $ 2,706 $ 4,108 |
Income Tax Provision
Income Tax Provision | 6 Months Ended |
Jul. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Income Tax Provision The Company’s effective tax rate for the three and six months ending July 31, 2024 and July 31, 2023 is 25.9% and 25.4%, respectively. Differences from the statutory rate primarily relate to state taxes. As of July 31, 2024, the net deferred tax asset of approximately $390 thousand. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. There was no valuation allowance on the Company's deferred tax assets as of July 31, 2024 or January 31, 2024. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jul. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn August 21, 2024, the Company amended its lease at 25 Branca Road. The amended lease has monthly rent of approximately $36 thousand until February 28, 2026 with a renewal option to extend the lease until August 31, 2029. The monthly rent during the renewal option ranges from approximately $38 thousand to approximately $42 thousand. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 1,148 | $ 1,742 | $ 1,701 | $ 3,144 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jul. 31, 2024 | Jul. 31, 2024 | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Adam Michaels [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 24, 2024, Adam Michaels, Chief Executive Officer, entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). The sell-to-cover arrangement applies to restricted stock units (RSUs) that vest based on the passage of time. The arrangement provides for the automatic sale of shares of the Company’s common stock for each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligations. The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement. The duration of this arrangement is until the final vesting date of the applicable RSUs, or earlier termination of employment. | |
Name | Adam Michaels | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 24, 2024 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of July 31, 2024, and the results of its operations and its cash flows for the periods presented. The unaudited Condensed Consolidated Financial Statements herein should be read together with the historical Consolidated Financial Statements of the Company for the years ended January 31, 2024 and 2023 included in our Annual Report on Form 10-K for the year ended January 31, 2024 (the "2024 Form 10-K"). Operating results for the three and six months ended July 31, 2024 are not necessarily indicative of the results that may be expected for the year ending January 31, 2025. Certain amounts in the prior years have been reclassified to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Such estimates and assumptions impact, among other items, allowance for credit losses, the fair value of stock-based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the Condensed Consolidated Financial Statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risks and uncertainties, including financial and operational risks, including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Segment Reporting | Segment Reporting For the three and six months ending July 31, 2024 and July 31, 2023, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM"), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such the Company has one reportable segment. Additionally, all of the Company's assets are maintained in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses |
Inventories | Inventories |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are recorded at cost net of depreciation. Depreciation expense is computed using straight-line methods over the estimated useful lives. Asset lives for financial statement reporting of depreciation expense are: Machinery and equipment 2-7 years Furniture and fixtures 3-5 years Leasehold improvements * (*) Amortized on a straight-line basis over the shorter of the remaining lease term at the time the asset was placed in service or their estimated useful lives. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that an impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value is less than its carrying value and whether it is necessary to perform goodwill impairment testing. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Research and Development | Research and Development |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606). The Company’s sales are primarily generated from the sale of finished products to customers. Revenue is recognized when the performance obligation is satisfied, and the promised goods have been transferred. Control transfers when the product is shipped or delivered based upon applicable shipping terms. For each contract, the Company considers the transfer of product to be the performance obligation. Although some payment terms may be extended, generally the Company’s payment terms are approximately 15- 30 days. Accordingly, there are no significant financing components to consider when determining the transaction price. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in selling, general and administrative expenses on the Consolidated Statements of Operations. The Company promotes its products with trade incentives and promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. The trade incentives and promotions are recorded as a reduction to the transaction price based on amounts estimated as being due to customers at the end of the period. The Company derives these estimates based on historical experience. The Company does not receive a distinct service in relation to the trade incentives and promotions. The Company’s contracts are all short term in nature; therefore, there are no unsatisfied performance obligations requiring disclosure as of July 31, 2024 and January 31, 2024. |
Costs of Sales | Costs of Sales Costs of sales represents costs directly related to the production and manufacturing of the Company’s products. |
Advertising | Advertising |
Stock-Based Compensation | Stock-Based Compensation The Company provides compensation benefits in the form of performance stock awards, restricted stock units, stock options, and warrants. The cost of the stock-based compensation is recorded at fair value on the date of grant and expensed in the condensed consolidated statement of operations over the requisite service period. The Company has granted performance stock awards ("PSUs") to certain executive officers. Each performance stock award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and certain performance goals over the applicable performance period. The recognition of the compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions based on the fair value of the award on the date of grant. To determine the value of PSUs with market conditions for stock-based compensation purposes, the Company used a Monte Carlo simulation valuation model. For each path, the PSUs payoff is calculated based on the contractual terms, whereas the fair value of the PSUs is calculated as the average present value of all modeled payoffs. The determination of the grant date fair value of PSUs issued is affected by a number of variables and subjective assumptions, including (i) the fair value of the Company’s common stock at the grant date of $1.17 and $1.40, (ii) the expected common stock price volatility over the expected life of the award of 85.7% and 87.0%, (iii) the term of the awards of 5 years and 5 years, (iv) the risk-free interest rate of 3.7% and 3.4%, and (v) the expected dividend yield of 0% and 0%. Forfeitures are recognized when they occur. There were no performance stock units that vested in the three and six months ending July 31, 2024. T he Company's performance against the defined goals is re-evaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome. |
Earnings Per Share | Earnings Per Share Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive earnings per share computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury stock method and the dilutive effect of the Series B Preferred stock is calculated using the if-converted method. |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes. ” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense results from the net change during the period of deferred tax assets and liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings per share (EPS) guidance. This update is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In March 2023, the FASB issued ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on the Company’s condensed consolidated financial statements. In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-06, "Disclosure Improvements: Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." The FASB issued the standard to introduce changes to U.S. GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports. The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K. The Company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendment is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact that the adoption ASU No. 2023-07 will have to the financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The amendment is effective retrospectively for fiscal years beginning after December 15, 2024, on a prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption of ASU No. 2023-09 will have to the financial statements and related disclosures. Management does not believe that any recently issued but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Results of Operations | The following presents the unaudited results of operations for the period February 1, 2023 through June 28, 2023 of CIF (in thousands): For the Period Revenues $ 13,721 Net income $ 931 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Inventories | Inventories by major category are as follows (in thousands): July 31, 2024 January 31, 2024 Raw materials and packaging $ 1,376 $ 1,159 Work in process 324 237 Finished goods 1,148 1,914 Total $ 2,848 $ 3,310 |
Schedule of Asset Lives | Asset lives for financial statement reporting of depreciation expense are: Machinery and equipment 2-7 years Furniture and fixtures 3-5 years Leasehold improvements * (*) Amortized on a straight-line basis over the shorter of the remaining lease term at the time the asset was placed in service or their estimated useful lives. |
Schedule of Other Intangible Assets | Other intangible assets consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Tradenames and trademarks 3 years Customer relationships 4 – 5 years |
Schedule of Expenses of Slotting Fees, Sales Discounts, and Allowances | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows (in thousands): For the Three Months Ended July 31, 2024 July 31, 2023 Gross Sales $ 28,704 $ 25,415 Less: Slotting Fees, Discounts & Allowances 322 625 Net Sales $ 28,382 $ 24,790 For the Six Months Ended July 31, 2024 July 31, 2023 Gross Sales $ 59,102 $ 49,015 Less: Slotting Fees, Discounts & Allowances 882 1,104 Net Sales $ 58,220 $ 47,911 |
Schedule of Disaggregates Gross Revenue by Significant Geographic Area | The following table disaggregates gross revenue by significant geographic area for the three months ended July 31, 2024 and 2023 (in thousands): For the Three Months Ended July 31, 2024 July 31, 2023 Northeast $ 8,690 $ 9,385 Southeast 8,010 7,192 Midwest 5,768 3,988 West 6,236 4,850 Total gross sales $ 28,704 $ 25,415 For the Six Months Ended July 31, 2024 July 31, 2023 Northeast $ 18,257 $ 17,951 Southeast 15,707 13,887 Midwest 12,152 8,255 West 12,986 8,922 Total gross sales $ 59,102 $ 49,015 |
Reconciliation of Basic and Diluted Earnings Per Share to Net Income | The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share (in thousands, except per share data): For the Three Months Ended July 31, 2024 July 31, 2023 Numerator: Net income attributable to common stockholders $ 1,148 1,721 Effect of dilutive securities: — 21 Diluted net income $ 1,148 $ 1,742 Denominator: Weighted average common shares outstanding – basic 37,336 36,855 Dilutive securities (a): Restricted stock 371 251 Performance stock awards 1,840 — Options 57 384 Weighted average common shares outstanding and assumed conversion – diluted 39,604 37,490 Basic net income per common share $ 0.03 $ 0.05 Diluted net income per common share $ 0.03 $ 0.05 (a) – Anti-dilutive securities excluded: - - For the Six Months Ended July 31, 2024 July 31, 2023 Numerator: Net income attributable to common stockholders 1,701 3,095 Effect of dilutive securities: — 49 Diluted net income $ 1,701 $ 3,144 Denominator: Weighted average common shares outstanding – basic 37,298 36,628 Dilutive securities (a): Restricted stock 343 222 Options 54 345 Performance stock awards 1,840 — Weighted average common shares outstanding and assumed conversion – diluted 39,535 37,195 Basic net income per common share $ 0.05 $ 0.09 Diluted net income per common share $ 0.04 $ 0.08 (a) – Anti-dilutive securities excluded: - - |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property plant and equipment on July 31, 2024 and January 31, 2024 are as follows (in thousands): July 31, 2024 January 31, 2024 Machinery and Equipment $ 6,489 $ 4,437 Furniture and Fixtures 242 252 Leasehold Improvements 4,291 2,956 11,022 7,645 Less: Accumulated Depreciation 3,750 3,209 Total $ 7,272 $ 4,436 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following at July 31, 2024 (dollars in thousands): Gross Accumulated Net Carrying Weighted Customer relationships $ 6,418 $ (2,218) $ 4,200 2.80 Tradename and trademarks 79 (68) 11 0.41 $ 6,497 $ (2,286) $ 4,211 Intangibles, net consisted of the following at January 31, 2024 (dollars in thousands): Gross Accumulated Net Carrying Weighted Customer relationships $ 6,418 $ (1,463) $ 4,955 3.29 Tradename and trademarks 79 (55) 24 0.91 $ 6,497 $ (1,518) $ 4,979 |
Schedule of Estimated Aggregate Amortization Expense | We expect the estimated aggregate amortization expense for each of the four succeeding fiscal years to be as follows (in thousands): 2025 (Remaining) $ 771 2026 1,513 2027 1,465 2028 462 Total $ 4,211 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Equity [Abstract] | |
Summary of Restricted Stock Units Activity | The following is a summary of the Company’s restricted stock units activity: Restricted Weighted Average Grant Date Fair Value Non-vested restricted stock units - February 1, 2024 493,078 $ 1.91 Granted 56,207 $ 6.85 Vested (74,267) $ 4.02 Forfeited - $ - Outstanding – July 31, 2024 475,018 $ 2.16 |
Summary of Option Activity | The following is a summary of the Company’s option activity: Options Weighted Average Weighted Aggregate Intrinsic Value Outstanding – February 1, 2024 117,500 $ 1.48 8.36 $ 333 Granted - $ - Exercised (30,000) $ 1.48 Expired/forfeited (15,000) $ 1.48 Outstanding – July 31, 2024 72,500 $ 1.48 7.87 $ 445 Exercisable – July 31, 2024 7,500 $ 1.48 7.87 $ 46 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 31, 2024 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows (in thousands): July 31, 2024 July 31, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 267 $ 135 Financing cash flows from finance leases 196 93 The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets: July 31, 2024 January 31, 2024 Weighted average remaining lease term (in years) Operating leases 6.15 6.57 Finance leases 4.43 4.49 Weighted average discount rate: Operating leases 5.47 % 4.85 % Finance Leases 7.19 % 6.74 % |
Schedule of Future Minimum Payments Required Under Maturities of Operating Lease Liabilities | Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands): For the fiscal years ended Finance Leases Operating Leases Total Maturities of Lease Liabilities 2025 remaining $ 233 $ 280 $ 513 2026 384 566 950 2027 336 467 803 2028 328 500 828 2029 232 507 739 Thereafter 150 839 989 Total undiscounted future lease payments 1,663 3,159 4,822 Less: imputed interest (261) (453) (714) Total present value of future lease liabilities $ 1,402 $ 2,706 $ 4,108 |
Schedule of Future Minimum Payments Required Under Maturities of Finance Lease Liabilities | Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands): For the fiscal years ended Finance Leases Operating Leases Total Maturities of Lease Liabilities 2025 remaining $ 233 $ 280 $ 513 2026 384 566 950 2027 336 467 803 2028 328 500 828 2029 232 507 739 Thereafter 150 839 989 Total undiscounted future lease payments 1,663 3,159 4,822 Less: imputed interest (261) (453) (714) Total present value of future lease liabilities $ 1,402 $ 2,706 $ 4,108 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation - Narrative (Details) - CIF - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 28, 2025 | Jun. 28, 2023 | Jun. 28, 2022 | Jul. 31, 2024 | |
Business Acquisition [Line Items] | ||||
Ownership interest acquired | 24% | |||
Investment | $ 1,200 | |||
Payments to acquire businesses, gross | $ 1,000 | 500 | $ 1,200 | |
Common stock consideration | $ 700 | |||
Remaining ownership interest acquired | 76% | |||
Purchase price | $ 3,700 | |||
Promissory note consideration | $ 2,700 | |||
Forecast | ||||
Business Acquisition [Line Items] | ||||
Common stock consideration | $ 1,500 |
Nature of Operations and Basi_4
Nature of Operations and Basis of Presentation - Schedule of Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jun. 28, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Business Acquisition [Line Items] | |||||
Revenues | $ 28,382 | $ 24,790 | $ 58,220 | $ 47,911 | |
Net income | $ 1,148 | $ 1,742 | $ 1,701 | $ 3,144 | |
CIF | |||||
Business Acquisition [Line Items] | |||||
Revenues | $ 13,721 | ||||
Net income | $ 931 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2024 USD ($) Segment $ / shares shares | Jul. 31, 2023 USD ($) Segment | Jul. 31, 2024 USD ($) Segment $ / shares shares | Jul. 31, 2023 USD ($) Segment | Jan. 31, 2024 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of operating segments | Segment | 1 | 1 | 1 | 1 | |
Number of reportable segments | Segment | 1 | ||||
Reserve for uncollectable accounts | $ 93 | $ 93 | $ 93 | ||
Uncollectible accounts written off | 0 | $ 140 | 0 | $ 140 | |
Reserve for obsolete inventory | 95 | 95 | 95 | ||
Goodwill impairment losses | 0 | 0 | |||
Research and development expenses | 93 | 95 | 197 | 166 | |
Advertising expenses | 404 | $ 190 | 817 | $ 399 | |
Deferred tax asset | $ 390 | $ 390 | $ 503 | ||
Executive Officer One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Fair value of common stock (in dollars per share) | $ / shares | $ 1.17 | $ 1.17 | |||
Executive Officer Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Fair value of common stock (in dollars per share) | $ / shares | $ 1.40 | $ 1.40 | |||
Performance stock awards | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vested (in shares) | shares | 0 | 0 | |||
Performance stock awards | Executive Officer One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility (percent) | 85.70% | ||||
Term of award (years) | 5 years | ||||
Risk-free interest rate (percent) | 3.70% | ||||
Dividend yield (percent) | 0% | ||||
Performance stock awards | Executive Officer Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expected volatility (percent) | 87% | ||||
Term of award (years) | 5 years | ||||
Risk-free interest rate (percent) | 3.40% | ||||
Dividend yield (percent) | 0% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Accounting Policies [Abstract] | ||
Raw materials and packaging | $ 1,376 | $ 1,159 |
Work in process | 324 | 237 |
Finished goods | 1,148 | 1,914 |
Total | $ 2,848 | $ 3,310 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Asset Lives (Details) | Jul. 31, 2024 |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Asset lives (in years) | 2 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Asset lives (in years) | 3 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Asset lives (in years) | 7 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Asset lives (in years) | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Other Intangible Assets (Details) | Jul. 31, 2024 |
Tradenames and trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible asset lives (in years) | 3 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible asset lives (in years) | 4 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible asset lives (in years) | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Accounting Policies [Abstract] | ||||
Gross Sales | $ 28,704 | $ 25,415 | $ 59,102 | $ 49,015 |
Less: Slotting Fees, Discounts & Allowances | 322 | 625 | 882 | 1,104 |
Net Sales | $ 28,382 | $ 24,790 | $ 58,220 | $ 47,911 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Disaggregates Gross Revenue by Significant Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total gross sales | $ 28,704 | $ 25,415 | $ 59,102 | $ 49,015 |
Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total gross sales | 8,690 | 9,385 | 18,257 | 17,951 |
Southeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total gross sales | 8,010 | 7,192 | 15,707 | 13,887 |
Midwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Total gross sales | 5,768 | 3,988 | 12,152 | 8,255 |
West | ||||
Disaggregation of Revenue [Line Items] | ||||
Total gross sales | $ 6,236 | $ 4,850 | $ 12,986 | $ 8,922 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Earnings Per Share to Net Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Numerator: | ||||
Net income attributable to common stockholders | $ 1,148 | $ 1,721 | $ 1,701 | $ 3,095 |
Effect of dilutive securities: | 0 | 21 | 0 | 49 |
Diluted net income | $ 1,148 | $ 1,742 | $ 1,701 | $ 3,144 |
Denominator: | ||||
Weighted average common shares outstanding – basic (in shares) | 37,336,000 | 36,855,000 | 37,298,000 | 36,628,000 |
Weighted average common shares outstanding and assumed conversion – diluted (in shares) | 39,604,000 | 37,490,000 | 39,535,000 | 37,195,000 |
Basic net income per common share (in dollars per share) | $ 0.03 | $ 0.05 | $ 0.05 | $ 0.09 |
Diluted net income per common share (in dollars per share) | $ 0.03 | $ 0.05 | $ 0.04 | $ 0.08 |
Anti-dilutive securities excluded (in shares) | 0 | 0 | 0 | 0 |
Restricted stock | ||||
Denominator: | ||||
Dilutive securities (in shares) | 371,000 | 251,000 | 343,000 | 222,000 |
Performance stock awards | ||||
Denominator: | ||||
Dilutive securities (in shares) | 1,840,000 | 0 | 1,840,000 | 0 |
Options | ||||
Denominator: | ||||
Dilutive securities (in shares) | 57,000 | 384,000 | 54,000 | 345,000 |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,022 | $ 7,645 |
Less: Accumulated Depreciation | 3,750 | 3,209 |
Total | 7,272 | 4,436 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,489 | 4,437 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 242 | 252 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,291 | $ 2,956 |
Property Plant and Equipment _2
Property Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 314 | $ 263 | $ 606 | $ 512 |
Intangible assets, net - Schedu
Intangible assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,497 | $ 6,497 |
Accumulated Amortization | (2,286) | (1,518) |
Net Carrying Amount | 4,211 | 4,979 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,418 | 6,418 |
Accumulated Amortization | (2,218) | (1,463) |
Net Carrying Amount | $ 4,200 | $ 4,955 |
Weighted Average Remaining Life (years) | 2 years 9 months 18 days | 3 years 3 months 14 days |
Tradename and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 79 | $ 79 |
Accumulated Amortization | (68) | (55) |
Net Carrying Amount | $ 11 | $ 24 |
Weighted Average Remaining Life (years) | 4 months 28 days | 10 months 28 days |
Intangible assets, net - Narrat
Intangible assets, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 388 | $ 202 | $ 768 | $ 304 |
Intangible assets, net - Sche_2
Intangible assets, net - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Jul. 31, 2024 | Jan. 31, 2024 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2025 (Remaining) | $ 771 | |
2026 | 1,513 | |
2027 | 1,465 | |
2028 | 462 | |
Net Carrying Amount | $ 4,211 | $ 4,979 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||||
Jul. 31, 2024 USD ($) extensionOption | Jul. 31, 2023 USD ($) | Jun. 28, 2023 USD ($) | Jul. 31, 2024 USD ($) extensionOption | Jul. 31, 2023 USD ($) | Jan. 31, 2024 USD ($) | Jun. 28, 2022 | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Promissory notes – related parties | $ 2,250 | $ 2,250 | $ 1,950 | |||||
Promissory note – related party, net of current | $ 750 | $ 750 | 2,250 | |||||
CIF | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership interest | 24% | |||||||
Related Party | CIF | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership interest | 24% | |||||||
Sales | $ 4,300 | $ 10,900 | ||||||
Commission expense | 29 | $ 175 | ||||||
Related Party | Farmingdale | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of options to extend lease | extensionOption | 2 | 2 | ||||||
Rent payments | $ 81 | 106 | $ 159 | $ 171 | ||||
Related Party | Farmingdale | Renewal Option One | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease extension term | 10 years | 10 years | ||||||
Related Party | Farmingdale | Renewal Option Two | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lease extension term | 10 years | 10 years | ||||||
Related Party | Farmingdale | December 31, 2026 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent payments | $ 20 | |||||||
Related Party | Farmingdale | End of Initial Lease Term | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent payments | 24 | |||||||
Promissory Note | Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note | $ 3,000 | |||||||
Annual principal payments | $ 750 | |||||||
Accrued interest rate per annum | 3.50% | |||||||
Promissory note outstanding | $ 1,500 | 1,500 | 1,500 | |||||
Promissory notes – related parties | 750 | 750 | 750 | |||||
Promissory note – related party, net of current | 750 | 750 | 750 | |||||
Interest expense | 13 | $ 20 | 26 | $ 39 | ||||
Accrued interest | $ 31 | $ 31 | $ 5 |
Loan and Security Agreements (D
Loan and Security Agreements (Details) - M&T Bank $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Dec. 04, 2023 | Dec. 29, 2021 USD ($) | Jul. 31, 2024 USD ($) | Jul. 31, 2023 USD ($) | Jul. 31, 2024 USD ($) | Jul. 31, 2023 USD ($) | Jan. 31, 2024 USD ($) | |
The Credit Facility | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Total available borrowings | $ 5,500 | $ 5,500 | |||||
Outstanding balance on line of credit | 0 | 0 | $ 0 | ||||
Incurred interest | $ 0 | $ 26 | $ 0 | $ 47 | |||
The Credit Facility | Line of Credit | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Advances limit, percent of eligible accounts receivable | 80% | 80% | |||||
Advances limit, percent of eligible inventory | 50% | ||||||
The Credit Facility | Line of Credit | Variable Rate Component One | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 2.25 | 2.25 | |||||
The Credit Facility | Line of Credit | Variable Rate Component One | SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
The Credit Facility | Line of Credit | Variable Rate Component Two | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 1.50 | 1.50 | |||||
The Credit Facility | Line of Credit | Variable Rate Component Two | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 2.25 | 2.25 | |||||
The Credit Facility | Line of Credit | Variable Rate Component Two | SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
The Credit Facility | Line of Credit | Variable Rate Component Three | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 1.50 | 1.50 | |||||
The Credit Facility | Line of Credit | Variable Rate Component Three | SOFR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Multiple Disbursement Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Incurred interest | $ 80 | $ 118 | $ 166 | $ 237 | |||
Original principal amount | $ 7,500 | 3,800 | 3,800 | 4,600 | |||
Amortization period (in months) | 60 months | ||||||
Unamortized discount | $ 28 | $ 28 | $ 38 | ||||
Multiple Disbursement Term Loan | Variable Loan Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Measurement base percent | 0% | ||||||
Multiple Disbursement Term Loan | Variable Rate Component One | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 2.25 | ||||||
Multiple Disbursement Term Loan | Variable Rate Component One | Variable Loan Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Multiple Disbursement Term Loan | Variable Rate Component Two | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 1.50 | ||||||
Multiple Disbursement Term Loan | Variable Rate Component Two | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 2.25 | ||||||
Multiple Disbursement Term Loan | Variable Rate Component Two | Variable Loan Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3% | ||||||
Multiple Disbursement Term Loan | Variable Rate Component Three | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Senior Funded Debt/EBITDA ratio | 1.50 | ||||||
Multiple Disbursement Term Loan | Variable Rate Component Three | Variable Loan Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.50% |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | Jan. 31, 2024 | |
Customer One | Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 38% | 18% | 40% | 22% | |
Customer One | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 31% | 20% | |||
Customer Two | Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11% | 17% | 13% | ||
Customer Two | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 13% | 15% | |||
Customer Three | Revenue Benchmark | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% | 11% | |||
Customer Three | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11% | 13% | |||
Customer Four | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11% | 10% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
May 24, 2024 USD ($) shares | Jun. 22, 2023 shares | Jul. 31, 2024 USD ($) $ / shares shares | Apr. 30, 2024 USD ($) | Jul. 31, 2023 USD ($) | Jul. 31, 2024 USD ($) day $ / shares shares | Jul. 31, 2023 USD ($) | Jan. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Preferred stock authorized (in shares) | shares | 20,000,000 | 20,000,000 | ||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||||
Preferred shares issued upon conversion (in shares) | shares | 15 | 15 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 2 | $ 2 | ||||||
Trading days | day | 20 | |||||||
Conversion discount | 20% | |||||||
Trading day period | day | 20 | |||||||
Dividends paid | $ | $ 21 | $ 49 | ||||||
Options exercised (in shares) | shares | 30,000 | |||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 1.48 | |||||||
Common stock issued (in shares) | shares | 30,000 | |||||||
Proceeds from exercise of stock options | $ | $ 44 | 28 | ||||||
Unrecognized share-based compensation, options | $ | $ 29 | 29 | ||||||
Director | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
One-time settlement agreement charge | $ | $ 900 | |||||||
Employees | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Payments for settlement agreements | $ | $ 20 | $ 20 | ||||||
Common stock issued for settlement agreements (in shares) | shares | 3,007 | 3,007 | ||||||
Thomas Toto | Director | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Payments for settlement agreements | $ | $ 113 | |||||||
Common stock issued for settlement agreements (in shares) | shares | 17,000 | |||||||
Dean Janeway | Director | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Payments for settlement agreements | $ | $ 113 | |||||||
Common stock issued for settlement agreements (in shares) | shares | 17,000 | |||||||
Steve Burns | Director | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Payments for settlement agreements | $ | $ 113 | |||||||
Common stock issued for settlement agreements (in shares) | shares | 17,000 | |||||||
Alfred D’Agostino | Director | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Payments for settlement agreements | $ | $ 113 | |||||||
Common stock issued for settlement agreements (in shares) | shares | 17,000 | |||||||
Restricted Stock Units | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 197 | 63 | $ 311 | 31 | ||||
Unrecognized stock-based compensation expense, restricted stock units | $ | 822 | 822 | ||||||
Options | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 8 | 18 | 7 | 41 | ||||
Options | Employees and Contractors | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ (11) | |||||||
Minimum | Restricted Stock Units | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Maximum | Restricted Stock Units | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Preferred Stock, Conversion Period, One | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Conversion period | 6 months | |||||||
Preferred Stock, Conversion Period, Two | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Conversion period | 18 months | |||||||
Series A Preferred Stock | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Preferred stock authorized (in shares) | shares | 120,000 | 120,000 | 120,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Preferred stock outstanding (in shares) | shares | 0 | 0 | 0 | |||||
Series B Preferred Stock | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Preferred stock authorized (in shares) | shares | 200,000 | 200,000 | 200,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Preferred stock outstanding (in shares) | shares | 0 | 0 | 0 | |||||
Cash dividend annual rate | 8% | |||||||
Conversion of Series B preferred stock (in shares) | shares | 819,000 | |||||||
Dividends paid | $ | $ 21 | $ 49 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jul. 31, 2024 $ / shares shares | |
Restricted Stock Units | |
Beginning balance (in shares) | shares | 493,078 |
Granted (in shares) | shares | 56,207 |
Vested (in shares) | shares | (74,267) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 475,018 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 1.91 |
Granted (in dollars per share) | $ / shares | 6.85 |
Vested (in dollars per share) | $ / shares | 4.02 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 2.16 |
Stockholders_ Equity - Summar_2
Stockholders’ Equity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2024 | Jan. 31, 2024 | |
Options | ||
Outstanding – beginning balance (in shares) | 117,500 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (30,000) | |
Expired/forfeited (in shares) | (15,000) | |
Outstanding – ending balance (in shares) | 72,500 | 117,500 |
Exercisable (in shares) | 7,500 | |
Weighted Average Exercise Price | ||
Outstanding – beginning balance (in dollars per share) | $ 1.48 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 1.48 | |
Expired/forfeited (in dollars per share) | 1.48 | |
Outstanding – ending balance (in dollars per share) | 1.48 | $ 1.48 |
Exercisable (in dollars per share) | $ 1.48 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding, weighted average remaining contractual life (in years) | 7 years 10 months 13 days | 8 years 4 months 9 days |
Exercisable, weighted average remaining contractual life (in years) | 7 years 10 months 13 days | |
Outstanding, aggregate intrinsic value | $ 445 | $ 333 |
Exercisable, aggregate intrinsic value | $ 46 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Loss Contingencies [Line Items] | ||||
Royalty expense | $ 123 | $ 129 | $ 305 | $ 318 |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Royalty expense | $ 125 | |||
Tranche One | ||||
Loss Contingencies [Line Items] | ||||
Percentage of royalty rate on net sales | 6% | |||
Tranche One | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 500 | |||
Tranche Two | ||||
Loss Contingencies [Line Items] | ||||
Percentage of royalty rate on net sales | 4% | |||
Tranche Two | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 2,500 | |||
Tranche Two | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 500 | |||
Tranche Three | ||||
Loss Contingencies [Line Items] | ||||
Percentage of royalty rate on net sales | 2% | |||
Tranche Three | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 20,000 | |||
Tranche Three | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 2,500 | |||
Tranche Four | ||||
Loss Contingencies [Line Items] | ||||
Percentage of royalty rate on net sales | 1% | |||
Tranche Four | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Net sales | $ 20,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Apr. 30, 2024 | Jul. 31, 2024 | Jul. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Rent payments, first year | $ 566,000 | ||
Rent payments, second year | 467,000 | ||
Rent payments, third year | 500,000 | ||
Rent payments, fourth year | 507,000 | ||
Recognition of lease ROU asset and ROU liability | 873,000 | $ 0 | |
Write-off of lease ROU asset and ROU liability | $ (897,000) | $ 897,000 | $ 0 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 3 months 29 days | ||
Finance lease, remaining lease term | 3 months 29 days | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 7 years 7 months 6 days | ||
Finance lease, remaining lease term | 7 years 7 months 6 days | ||
Building | Farmingdale, New York | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 5 years | ||
Rent payments, first year | $ 16,700 | ||
Rent payments, second year | 17,200 | ||
Rent payments, third year | 17,700 | ||
Rent payments, fourth year | 18,200 | ||
Rent payments, fifth year | $ 18,800 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jan. 31, 2024 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 267 | $ 135 | |
Financing cash flows from finance leases | $ 196 | $ 93 | |
Weighted average remaining lease term (in years) | |||
Operating leases | 6 years 1 month 24 days | 6 years 6 months 25 days | |
Finance leases | 4 years 5 months 4 days | 4 years 5 months 26 days | |
Weighted average discount rate: | |||
Operating leases | 5.47% | 4.85% | |
Finance Leases | 7.19% | 6.74% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jul. 31, 2024 USD ($) |
Finance Leases | |
2025 remaining | $ 233 |
2026 | 384 |
2027 | 336 |
2028 | 328 |
2029 | 232 |
Thereafter | 150 |
Total undiscounted future lease payments | 1,663 |
Less: imputed interest | (261) |
Total present value of future lease liabilities | 1,402 |
Operating Leases | |
2025 remaining | 280 |
2026 | 566 |
2027 | 467 |
2028 | 500 |
2029 | 507 |
Thereafter | 839 |
Total undiscounted future lease payments | 3,159 |
Less: imputed interest | (453) |
Total present value of future lease liabilities | 2,706 |
Total Maturities of Lease Liabilities | |
2025 remaining | 513 |
2026 | 950 |
2027 | 803 |
2028 | 828 |
2029 | 739 |
Thereafter | 989 |
Total undiscounted future lease payments | 4,822 |
Less: imputed interest | (714) |
Total present value of future lease liabilities | $ 4,108 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 25.90% | 25.40% | 25.90% | 25.40% | |
Net deferred tax asset | $ 390 | $ 390 | $ 503 | ||
Valuation allowance | $ 0 | $ 0 | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | Aug. 21, 2024 | Jul. 31, 2024 |
Subsequent Event [Line Items] | ||
Monthly rental payments | $ 3,159 | |
25 Branca Road | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Monthly rental payments | $ 36 | |
25 Branca Road | Subsequent Event | Minimum | ||
Subsequent Event [Line Items] | ||
Monthly rental payments during renewal option | 38 | |
25 Branca Road | Subsequent Event | Maximum | ||
Subsequent Event [Line Items] | ||
Monthly rental payments during renewal option | $ 42 |