Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2021 | Sep. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2021 | |
Current Fiscal Year End Date | --01-29 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 0-14818 | |
Entity Registrant Name | Kaspien Holdings Inc. | |
Entity Central Index Key | 0000795212 | |
Entity Incorporation, State or Country Code | NY | |
Entity Tax Identification Number | 14-1541629 | |
Entity Address, Address Line One | 2818 N. Sullivan Rd. | |
Entity Address, Address Line Two | Ste 130 | |
Entity Address, City or Town | Spokane Valley | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 99216 | |
City Area Code | 855 | |
Local Phone Number | 300-2710 | |
Title of 12(b) Security | Common Stock, $.01 par value per share | |
Trading Symbol | KSPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,492,568 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 31, 2021 | Jan. 30, 2021 | Aug. 01, 2020 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 2,570 | $ 1,809 | $ 3,337 |
Restricted cash | 1,184 | 1,184 | 950 |
Accounts receivable | 2,805 | 2,718 | 2,239 |
Merchandise inventory | 25,024 | 24,515 | 20,576 |
Prepaid expenses and other current assets | 1,056 | 564 | 1,085 |
Total current assets | 32,639 | 30,790 | 28,187 |
Restricted cash | 2,992 | 3,562 | 4,362 |
Fixed assets, net | 2,301 | 2,268 | 2,285 |
Operating lease right-of-use assets | 2,447 | 2,742 | 3,030 |
Intangible assets, net | 218 | 732 | 1,246 |
Cash Surrender Value | 4,277 | 3,856 | 3,411 |
Other assets | 1,157 | 1,342 | 2,036 |
TOTAL ASSETS | 46,031 | 45,292 | 44,557 |
CURRENT LIABILITIES | |||
Accounts payable | 7,599 | 8,894 | 9,857 |
Short-term borrowings | 0 | 6,339 | 2,151 |
Accrued expenses and other current liabilities | 1,941 | 2,512 | 3,812 |
Current portion of operating lease liabilities | 622 | 596 | 571 |
Current portion of PPP Loan | 0 | 1,687 | 1,017 |
Total current liabilities | 10,162 | 20,028 | 17,408 |
Operating lease liabilities | 1,942 | 2,258 | 2,564 |
PPP Loan | 0 | 330 | 1,001 |
Long-term debt | 5,526 | 5,000 | 4,401 |
Other long-term liabilities | 15,721 | 16,187 | 19,613 |
TOTAL LIABILITIES | 33,351 | 43,803 | 44,987 |
SHAREHOLDERS' EQUITY | |||
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued) | 0 | 0 | 0 |
Common stock ($0.01 par value; 200,000,000 shares authorized; 3,902,985, 3,336,576 and 3,235,576 shares issued, respectively) | 39 | 33 | 32 |
Additional paid-in capital | 359,016 | 346,495 | 346,457 |
Treasury stock at cost (1,410,417, 1,410,378 and 1,410,378 shares, respectively) | (230,170) | (230,169) | (230,169) |
Accumulated other comprehensive loss | (2,007) | (2,007) | (1,473) |
Accumulated deficit | (114,198) | (112,863) | (115,277) |
TOTAL SHAREHOLDERS' EQUITY | 12,680 | 1,489 | (430) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 46,031 | $ 45,292 | $ 44,557 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jul. 31, 2021 | Jan. 30, 2021 | Aug. 01, 2020 |
SHAREHOLDERS' EQUITY | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 3,902,985 | 3,336,576 | 3,235,576 |
Treasury stock (in shares) | 1,410,417 | 1,410,378 | 1,410,378 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net revenue | $ 34,890 | $ 42,296 | $ 75,507 | $ 73,885 |
Cost of sales | 26,055 | 31,611 | 56,876 | 55,283 |
Gross profit | 8,835 | 10,685 | 18,631 | 18,602 |
Selling, general and administrative expenses | 10,210 | 11,178 | 20,868 | 24,274 |
Loss from operations | (1,375) | (493) | (2,237) | (5,672) |
Interest expense | 460 | 406 | 1,015 | 634 |
Other (income) loss | (1,963) | 0 | (1,963) | 0 |
Income (loss) before income tax expense | 128 | (899) | (1,289) | (6,306) |
Income tax expense | 46 | 0 | 46 | 0 |
Net income (loss) | $ 82 | $ (899) | $ (1,335) | $ (6,306) |
BASIC AND DILUTED INCOME PER SHARE: | ||||
Basic (income) loss per common share (in dollars per share) | $ 0.03 | $ (0.49) | $ (0.56) | $ (3.46) |
Diluted (income) loss per common share (in dollars per share) | $ 0.03 | $ (0.49) | $ (0.56) | $ (3.46) |
Weighted average number of common shares outstanding - basic (in shares) | 2,491 | 1,825 | 2,404 | 1,823 |
Weighted average number of common shares outstanding - diluted (in shares) | 2,538 | 1,825 | 2,404 | 1,823 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income (loss) | $ 82 | $ (899) | $ (1,335) | $ (6,306) |
Amortization of pension gain | 0 | 1 | 0 | 2 |
Comprehensive income (loss) | $ 82 | $ (898) | $ (1,335) | $ (6,304) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock At Cost [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total |
Balance at Feb. 01, 2020 | $ 32 | $ 345,102 | $ (230,169) | $ (1,479) | $ (108,971) | $ 4,515 |
Balance (in shares) at Feb. 01, 2020 | 3,226 | (1,409) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | $ 0 | 0 | (6,306) | (6,306) |
Other comprehensive income | 0 | 0 | 0 | 6 | 0 | 6 |
Vested restricted shares | $ 0 | (9) | $ 0 | 0 | 0 | (9) |
Vested restricted shares (in shares) | 4 | (1) | ||||
Common stock issued- Director grants | $ 0 | 243 | $ 0 | 0 | 0 | 243 |
Common stock issued- Director grants (in shares) | 6 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 285 | $ 0 | 0 | 0 | 285 |
Balance at Aug. 01, 2020 | $ 32 | 346,457 | $ (230,169) | (1,473) | (115,277) | (430) |
Balance (in shares) at Aug. 01, 2020 | 3,236 | (1,410) | ||||
Balance at May. 02, 2020 | $ 32 | 346,442 | $ (230,169) | (1,476) | (114,377) | 451 |
Balance (in shares) at May. 02, 2020 | 3,236 | (1,410) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | $ 0 | 0 | (899) | (899) |
Other comprehensive income | 0 | 0 | 0 | 3 | 0 | 3 |
Issuance of warrants | 0 | 0 | 0 | 0 | 0 | 0 |
Vested restricted shares | $ 0 | 0 | $ 0 | 0 | 0 | 0 |
Vested restricted shares (in shares) | 0 | 0 | ||||
Common stock issued- Director grants | $ 0 | 0 | $ 0 | 0 | 0 | 0 |
Common stock issued- Director grants (in shares) | 0 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 15 | $ 0 | 0 | 0 | 15 |
Balance at Aug. 01, 2020 | $ 32 | 346,457 | $ (230,169) | (1,473) | (115,277) | (430) |
Balance (in shares) at Aug. 01, 2020 | 3,236 | (1,410) | ||||
Balance at Jan. 30, 2021 | $ 33 | 346,495 | $ (230,169) | (2,007) | (112,863) | 1,489 |
Balance (in shares) at Jan. 30, 2021 | 3,337 | (1,410) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | $ 0 | 0 | (1,335) | (1,335) |
Other comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of warrants | $ 2 | 0 | (1) | 0 | 0 | 1 |
Issuance of warrants (in shares) | 138 | |||||
Sale of shares, net of expenses | $ 4 | 12,227 | $ 0 | 0 | 0 | 12,231 |
Sale of shares, net of expenses (in shares) | 417 | 0 | ||||
Exercise of stock options | $ 0 | 51 | $ 0 | 0 | 0 | 51 |
Exercise of stock options (in shares) | 2 | 0 | ||||
Common stock issued- Director grants | $ 0 | 184 | $ 0 | 0 | 0 | 184 |
Common stock issued- Director grants (in shares) | 9 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 59 | $ 0 | 0 | 0 | 59 |
Balance at Jul. 31, 2021 | $ 39 | 359,016 | $ (230,170) | (2,007) | (114,198) | 12,680 |
Balance (in shares) at Jul. 31, 2021 | 3,903 | (1,410) | ||||
Balance at May. 01, 2021 | $ 39 | 358,749 | $ (230,170) | (2,007) | (114,280) | 12,332 |
Balance (in shares) at May. 01, 2021 | 3,889 | (1,410) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 0 | 0 | $ 0 | 0 | 82 | 82 |
Issuance of warrants | $ 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of warrants (in shares) | 3 | |||||
Exercise of stock options | $ 0 | 51 | $ 0 | 0 | 0 | 51 |
Exercise of stock options (in shares) | 2 | 0 | ||||
Common stock issued- Director grants | $ 0 | 184 | $ 0 | 0 | 0 | 184 |
Common stock issued- Director grants (in shares) | 9 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 31 | $ 0 | 0 | 0 | 31 |
Balance at Jul. 31, 2021 | $ 39 | $ 359,016 | $ (230,170) | $ (2,007) | $ (114,198) | $ 12,680 |
Balance (in shares) at Jul. 31, 2021 | 3,903 | (1,410) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2021 | Aug. 01, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,335) | $ (6,306) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of fixed assets | 710 | 493 |
Amortization of intangible assets | 514 | 514 |
Stock-based compensation | 243 | 284 |
Amortization of ROU asset | 295 | 281 |
Amortization of warrant interest | 139 | 0 |
Interest on long term debt | 386 | 0 |
Change in cash surrender value | (421) | (57) |
Forgiveness of PPP Loan | (1,963) | 0 |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | (88) | 1,901 |
Merchandise inventory | (509) | (2,739) |
Prepaid expenses and other current assets | (492) | 2,054 |
Other long-term assets | 185 | 0 |
Accounts payable | (1,294) | 1,978 |
Accrued expenses and other current liabilities | (522) | (6,242) |
Other long-term liabilities | (782) | (49) |
Net cash used in operating activities | (4,934) | (7,888) |
INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (743) | (588) |
Proceeds from sale of fye business | 0 | 11,779 |
Net cash provided by (used in) investing activities | (743) | 11,191 |
FINANCING ACTIVITIES: | ||
Proceeds from short term borrowings | 0 | 2,151 |
Proceeds from long term borrowings | 0 | 4,401 |
Proceeds from issuance of warrants | 0 | 836 |
Proceeds from PPP loan | 0 | 2,018 |
Proceeds from stock offering | 12,231 | 0 |
Proceeds from exercise of stock options | 51 | 0 |
Payments of PPP loan | (76) | 0 |
Issuance of director deferred shares and RSUs | 0 | 237 |
Payment of short term borrowings | (6,339) | (13,149) |
Net cash provided by (used in) financing activities | 5,867 | (3,506) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 190 | (203) |
Cash, cash equivalents, and restricted cash, beginning of period | 6,556 | 8,852 |
Cash, cash equivalents, and restricted cash, end of period | 6,746 | 8,649 |
Supplemental disclosures and non-cash investing and financing activities: | ||
Interest paid | $ 142 | $ 118 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jul. 31, 2021 | |
Nature of Operations [Abstract] | |
Nature of Operations | Note 1. Nature of Operations Kaspien Holdings Inc., which, together with its consolidated subsidiaries, is referred to herein as “Kaspien”, “the Company”, “we”, “us” and “our”, was incorporated in New York in 1972. We own 100% of the outstanding common stock of Kaspien Inc, through which our principal operations are conducted. Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart, Target, eBay, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies, and mutually beneficial partnerships. Our mission is to optimize and grow brands on today’s leading online marketplaces. To deliver this mission, we provide a platform of software and services to empower brands to grow their online distribution channel on digital marketplaces. Our proprietary software platform of marketplace solutions has been developed with a tech-first approach over the last decade. Through our platform, more than a decade of marketplace expertise, and our subject matter expertise, Kaspien empowers brands to achieve their online retail goals. Through our diversified and flexible partnership approach, Kaspien supports brands all across their brands’ life cycle and maturity online. The Company has positioned itself to be a brand’s ultimate online growth partner. We are guided by seven core principles: Partner Obsession Insights Driven Simplicity Innovation Results Ownership Diversity and Teamwork Liquidity and Cash Flows: The Company’s primary sources of liquidity are its borrowing capacity under its revolving credit facility, available cash and cash equivalents, funds raised through equity offerings and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses and the purchase of inventory. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our net revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; successful implementation of our strategy and planned activities; and our ability to overcome the impact of the COVID-19 pandemic. The Company incurred a net loss of $1.3 million and $6.3 million for the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. The decrease in the net loss was primarily attributable to an increase in net revenue and lower SG&A expenses, as well as the forgiveness of the PPP Loan discussed below. In addition, the Company has an accumulated deficit of $114.2 million as of July 31, 2021 and net cash used in operating activities for the twenty-six weeks ended July 31, 2021 was $4.9 million. Net cash used in operating activities for the twenty-six weeks ended August 1, 2020 was $7.9 million. As disclosed in the Company’s Annual Report on Form 10-K filed April 30, 2021, the Company experienced negative cash flows from operations during fiscal 2020 and 2019 and we expect to incur net losses in fiscal 2021. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; successful implementation of our strategy and planned activities; and our ability to overcome the impact of the COVID-19 pandemic. There can be no assurance that we will be successful in further implementing our business strategy or that the strategy will be successful in sustaining acceptable levels of sales growth and profitability. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The unaudited condensed consolidated financial statements for the twenty-six weeks ended July 31, 2021 were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For the next 12 months, management believes that the Company’s existing liquidity will be adequate to fund its working capital needs. The ability of the Company to meet its liabilities is dependent on continued improved profitability and the other factors set forth in the preceding paragraph. Management anticipates any cash requirements due to a shortfall in cash from operations will be funded by the Company’s revolving credit facility, as discussed in note 7 in the interim condensed consolidated financial statements. As of July 31, 2021, we had cash and cash equivalents of $2.6 million, net working capital of $22.5 million, and no outstanding borrowings on our revolving credit facility, as further discussed below. As of January 30, 2021, the Company had borrowings of $6.3 million under the Credit Facility. As of July 31, 2021 and August 1, 2020, the Company had no outstanding letters of credit. The Company had $10.1 million and $6.5 million available for borrowing under the Credit Facility as of July 31, 2021 and August 1, 2020, respectively. On March 18, 2021, the Company closed an underwritten offering of 416,600 shares of common stock of the Company, at a price to the public of $32.50 per share. The gross proceeds of the offering were approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans focused on brand acquisition, investments in technology to enhance its scalable platform and its core retail business. Credit Facility On February 20, 2020, Kaspien Inc. entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC (“Encina”), as administrative agent, under which the lenders party thereto committed to provide up to $25 million in loans under a three-year, secured revolving credit facility (the “Credit Facility”). The Company borrowed $3.3 million under the Credit Facility in order to satisfy the remaining obligations of the Company under its previous credit facility. The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. As of July 31, 2021, the Company had no borrowings under the Credit Facility. The Company had $10.1 million available for borrowing as of July 31, 2021. Subordinated Debt Agreement On March 30, 2020, the Company and Kaspien Inc. (the “Loan Parties”) entered into Amendment No. 1 to the Loan Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the Company was added as “Parent” under the Amended Loan Agreement, (ii) the Company granted a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents and certain other collateral, and (iii) the Loan Agreement was amended to (a) permit the incurrence of certain subordinated indebtedness under the Subordinated Loan Agreement (as defined below) and (b) limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien Inc. with a scheduled maturity date of May 22, 2023. As of July 30, 2021, unamortized debt issuance costs of $0.1 million are included in “Long Term Debt” on the unaudited condensed consolidated balance sheet. Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement. On March 30, 2020, in conjunction with the Subordinated Loan Agreement, the Company issued warrants to purchase up to 244,532 shares of common stock with an aggregate grant date fair value of $0.8 million recorded as a discount to the Subordinated Loan Agreement, $0.5 million of which was unamortized as of January 30, 2021. As of July 31, 2021, 5,126 warrants remain outstanding. Paycheck Protection Program On April 17, 2020, Kaspien received loan proceeds of $2.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). On June 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during the second quarter. In addition to the aforementioned current sources of existing working capital, the Company may explore certain other strategic alternatives that may become available to the Company, as well continuing our efforts to generate additional net revenue and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all, should we require such additional funds. If the Company is unable to improve its operations, it may be required to obtain additional funding, and the Company’s financial condition and results of operations may be materially adversely affected. Furthermore, broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds, should we require such additional funds. Impact of COVID-19 To date, as a direct result of COVID-19, most of our employees are working remotely. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, including the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers and markets, which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, currently we are not able to estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity. In response to the rapidly evolving COVID-19 pandemic, we activated our business continuity program, led by our Executive Team in conjunction with Human Resources, to help us manage the situation. In mid-March of 2020, we transitioned our corporate office staff to work 100% remotely. While our business is not dependent on physical office locations nor travel, having a 100% remote workforce does present increased operational risk. Our leadership team believes we have the necessary controls in place to mitigate these impacts and allow the team to continue to operate effectively remotely as long as required by State guidelines. While e-commerce has largely benefited from the closure of brick-and-mortar locations as consumer spending has been pushed online to marketplaces such as Amazon and Walmart, neither the industry nor our organization has been immune to the impact to our supply chains. During the second quarter of 2021, the Company noticed changes in consumer buying habits that may have reduced demand for its products due to recent re-openings of physical retail outlets and lifting of many restrictions by governmental authorities. Also during the second quarter of 2021, the Company experienced increased inventory stock outs due to freight demands, lack of shipping containers and general international freight congestion due to the continued increased demand for goods being sold on ecommerce marketplaces. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the United States. It is not possible to determine the duration and scope of the pandemic, the scale and rate of economic recovery from the pandemic, any ongoing effects on consumer demand and spending patterns, or other impacts of the pandemic, and whether these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations. The Company is actively monitoring the situation and potential impacts on its financial condition, liquidity, operations and workforce but the full extent of the impact is still highly uncertain. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2021 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying interim condensed consolidated financial statements consist of Kaspien Holdings Inc., its wholly owned subsidiaries, Kaspien NY, LLC (f/k/a Trans World NY Sub, Inc. (f/k/a Record Town, Inc.)) and its subsidiaries, and Kaspien, Inc. All intercompany accounts and transactions have been eliminated. The interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited interim condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations applicable to interim financial statements. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended January 30, 2021 contained in the Company’s Annual Report on Form 10-K filed April 30, 2021. The results of operations for the twenty-six weeks ended July 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 29, 2022. The Company’s significant accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements on Form 10-K for the fiscal year ended January 30, 2021. In order to conform with industry practice, effective with the first quarter of fiscal year 2021, commission fees from online marketplaces, which were previously reported as cost of goods sold on the consolidated statements of operations, are now included in SG&A expense. Prior periods have been reclassified to conform to the current period presentation. Commission fees for the 13-week period ended July 31, 2021 were $5.1 million and commission fees of $6.3 million were reclassified for the 13-weeks ended August 1, 2020. Commission fees for the 26-week period ended July 31, 2021 were $11.0 million and commission fees of $10.9 million were reclassified for the 26-weeks ended August 1, 2020. |
Recently Announced Accounting P
Recently Announced Accounting Pronouncements | 6 Months Ended |
Jul. 31, 2021 | |
Recently Announced Accounting Pronouncements [Abstract] | |
Recently Announced Accounting Pronouncements | Note 3. Recently Announced Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost. The model replaces the probable, incurred loss model for those assets and instead, broadens the information an entity must consider in developing its expected credit loss estimate for assets measured at amortized cost. This standard will be effective for smaller reporting companies for fiscal years beginning after December 15, 2022, however early adoption is permitted. We are currently evaluating the impact of this new standard on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework— Changes to the Disclosure Requirements for Defined Benefit Plans”, which removes certain disclosures that are no longer cost beneficial and also includes additional disclosures to improve the overall usefulness of the disclosure requirements to financial statement users. This standard will be effective for public entities for fiscal years beginning after December 15, 2020, however early adoption is permitted. The new standard has an immaterial impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the enacted changes in tax laws or rates. This standard will be effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, however early adoption is permitted. The new standard has an immaterial impact on the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 840, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships, caused by reference rate reform, should not result in the de-designation of the instrument, provided certain criteria are met. The Company’s exposure to LIBOR rates includes its credit facility. The amendments are effective as of March 12, 2020 through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact this update will have on its Condensed Consolidated Financial Statements. Recent accounting pronouncements pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 31, 2021 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 4. Intangible Assets The determination of the fair value of intangible assets acquired in a business acquisition, including the Company’s acquisition of Kaspien Inc. in 2016, is subject to many estimates and assumptions. Our identifiable intangible assets that resulted from our acquisition of Kaspien Inc. consist of vendor relationships, technology and tradenames. We review amortizable intangible asset groups for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Identifiable intangible assets as of July 31, 2021 consisted of the following (amounts in thousands): July 31, 2021 Weighted Average Amortization Period (in months) Original Gross Carrying Amount Accumulated Impairment Accumulated Amortization Net Carrying Amount Technology 60 $ 6,700 $ 2,587 $ 4,048 $ 65 Trade names and trademarks 60 3,200 - 3,047 153 $ 9,900 $ 2,587 $ 7,095 $ 218 The changes in net intangibles and goodwill from January 30, 2021 to July 31, 2021 were as follows: (amounts in thousands) January 30, 2021 Impairment Expense Amortization Expense July 31, 2021 Amortized intangible assets: Technology $ 259 $ - $ 194 $ 65 Trade names and trademarks 473 - 320 153 Net amortized intangible assets $ 732 $ - $ 514 $ 218 Amortization expense of intangible assets for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 consisted of the following: Thirteen Weeks Ended Twenty-six Weeks Ended (amounts in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Amortized intangible assets: Technology $ 97 $ 97 $ 194 $ 194 Trade names and trademarks 160 160 320 320 Total amortization expense $ 257 $ 257 $ 514 $ 514 The remaining amortization expense will be recognized in fiscal 2021, at which time all intangible assets will be fully amortized. |
Depreciation and Amortization
Depreciation and Amortization | 6 Months Ended |
Jul. 31, 2021 | |
Depreciation and Amortization [Abstract] | |
Depreciation and Amortization | Note 5. Depreciation and Amortization Depreciation and amortization included in selling, general and administrative expenses of the interim condensed consolidated statements of operations for the thirteen weeks ended July 31, 2021 and August 1, 2020 was $0.6 million and $0.5 million, respectively. Depreciation and amortization included in selling, general and administrative expenses of the interim condensed consolidated statements of operations for the twenty-six weeks ended July 31, 2021 and August 1, 2020 was $1.2 million and $1.0 million, respectively. |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jul. 31, 2021 | |
Restricted Cash [Abstract] | |
Restricted Cash | Note 6. Restricted Cash As a result of the death of its former Chairman, the Company holds $4.2 million in a rabbi trust, of which $1.2 million is classified as restricted cash in current assets and $3.0 million is classified as restricted cash in other assets on the accompanying interim condensed consolidated balance sheet as of July 31, 2021. A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): July 31, 2021 January 30, 2021 August 1, 2020 Cash and cash equivalents $ 2,570 $ 1,809 $ 3,337 Restricted cash 4,176 4,746 5,312 Total cash, cash equivalents and restricted cash $ 6,746 $ 6,555 $ 8,649 |
Debt
Debt | 6 Months Ended |
Jul. 31, 2021 | |
Debt [Abstract] | |
Debt | Note 7. Debt Credit Facility On February 20, 2020, Kaspien Inc. entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC (“Encina”), as administrative agent, under which the lenders party thereto committed to provide up to $25 million in loans under a three-year, secured revolving credit facility (the “Credit Facility”). Concurrent with the sale of the fye business, the The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. Interest under the Credit Facility accrues, subject to certain terms and conditions under the Loan Agreement, at a LIBOR Rate or Base Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of Availability as defined in the Loan Agreement, with the Applicable Margin for LIBOR Rate loans ranging from 4.00% to 4.50% and the Applicable Margin for Base Rate loans ranging from 3.00% to 3.50%. The Credit Facility is secured by a first priority security interest in substantially all of the assets of Kaspien Inc., including inventory, accounts receivable, cash and cash equivalents and certain other collateral of the borrowers and guarantors under the Credit Facility (collectively, the “Credit Facility Parties”) and by a first priority pledge by the Company of its equity interests in Kaspien Inc. The Company will provide a limited guarantee of Kaspien Inc.’s obligations under the Credit Facility. Among other things, the Loan Agreement limits Kaspien Inc.’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. The Loan Agreement also requires Kaspien Inc. to comply with a financial maintenance covenant. The Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the Credit Facility Parties taken as a whole, the occurrence of an uninsured loss to a material portion of collateral and failure of the obligations under the New Credit Facility to constitute senior indebtedness under any applicable subordination or intercreditor agreements. On March 30, 2020, the Company and Kaspien Inc. (the “Loan Parties”) entered into Amendment No. 1 to the Loan Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the Company was added as “Parent” under the Amended Loan Agreement, (ii) the Company granted a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents and certain other collateral, and (iii) the Loan Agreement was amended to (a) permit the incurrence of certain subordinated indebtedness under the Subordinated Loan Agreement (as defined below) and (b) limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. As of July 31, 2021, the Company had no borrowings under the Credit Facility. The Company had $10.1 million available for borrowing as of July 31, 2021. As of July 31, 2021, unamortized debt issuance costs of $0.6 million related to the Credit Facility are included in Other assets on the unaudited condensed consolidated balance sheet. The Company records short term borrowings at cost, in which the carrying value approximates fair value due to its short-term maturity. Subordinated Loan Agreement On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien Inc. with a scheduled maturity date of May 22, 2023. As of July 31, 2021, unamortized debt issuance costs of $0.1 million are included in “Long-term Debt” on the unaudited condensed consolidated balance sheet. Interest on the Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of twelve percent (12.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Subordinated Loan. The Subordinated Loan is secured by a second priority security interest in substantially all of the assets of the Loan Parties, including inventory, accounts receivable, cash and cash equivalents and certain other collateral of the borrowers and guarantors under the Subordinated Loan Agreement (collectively, the “Second Lien Credit Facility Parties”). The Company will provide a limited guarantee of Kaspien Inc.’s obligations under the Subordinated Loan. Among other things, the Subordinated Loan Agreement limits the Loan Parties’ ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. The Subordinated Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the Second Lien Credit Facility Parties taken as a whole and the occurrence of an uninsured loss to a material portion of collateral. In conjunction with the Subordinated Debt Agreement, the Company issued warrants to purchase up to 244,532 shares of common stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the Warrants, at an exercise price of $0.01 per share. The value of the warrants of $0.8 million was allocated against the principal proceeds of the Subordinated Debt Agreement, $0.5 million of which was unamortized as of July 31, 2021 . As of July 31, 2021, 5,126 warrants remain outstanding. Paycheck Protection Program On April 17, 2020, Kaspien received loan proceeds of $2.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). On June 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during the second quarter. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jul. 31, 2021 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | Note 8. Stock Based Compensation The Company has outstanding awards under three employee stock award plans, the 2005 Long Term Incentive and Share Award Plan, the Amended and Restated 2005 Long Term Incentive and Share Award Plan (the “Old Plans”); and the 2005 Long Term Incentive and Share Award Plan (as amended and restated April 5, 2017 (the “New Plan”). Collectively, these plans are referred to herein as the Stock Award Plans. Additionally, the Company had a stock award plan for non-employee directors (the “1990 Plan”). The Company no longer issues stock options under the Old Plans or the 1990 Plan. Compensation expense related to the grant of stock options recognized in the twenty-six weeks ended July 31, 2021 was $58,918. In addition, compensation expense of $0.2 million related to the grant of restricted shares to members of our Board of Directors was recognized in the twenty-six weeks ended July 31, 2021. Total compensation expense recognized in the twenty-six weeks ended August 1, 2020 was $0.3 million. Equity awards authorized for issuance under the New Plan total 250,000. As of July 31, 2021, of the awards authorized for issuance under the Stock Award Plans, 133,303 options were granted and are outstanding, 54,125 of which were vested and exercisable. Shares available for future grants of options and other share-based awards under the New Plan at July 31, 2021 were 132,669. The following table summarizes stock award activity during the twenty-six weeks ended July 31, 2021: Number of Shares Subject To Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance January 30 2021 133,356 $ 20.41 7.3 Granted 6,637 25.69 9.9 Forfeited (2,887 ) 7.12 9.0 Canceled (1,400 ) 34.60 - Exercised (2,403 ) 7.12 9.0 Balance July 31 2021 133,303 $ 21.05 6.9 Exercisable July 31 2021 54,125 $ 38.71 3.7 As of July 31, 2021, the intrinsic value of stock awards outstanding was $1.3 million and the intrinsic value of stock awards exercisable was $269,000. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jul. 31, 2021 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | Note 9. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss that the Company reports in the interim condensed consolidated balance sheets represents net loss, adjusted for the difference between the accrued pension liability and accrued benefit cost, net of taxes, associated with the Company’s defined benefit plan. For the thirteen and twenty-six weeks ended July 31, 2021, comprehensive loss consists of net loss. For the thirteen and twenty-six weeks ended August 1, 2020, comprehensive Loss consists of net loss and the amortization of pension gains associated with Company’s defined benefit. |
Defined Benefit Plan
Defined Benefit Plan | 6 Months Ended |
Jul. 31, 2021 | |
Defined Benefit Plan [Abstract] | |
Defined Benefit Plan | Note 10. Defined Benefit Plan The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain executive officers of the Company. The SERP provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements. During the twenty-six weeks ended July 31, 2021, the Company did not make any cash contributions to the SERP and presently expects to pay approximately $1.2 million in benefits relating to the SERP during fiscal 2021. The measurement date for the SERP is the fiscal year end, using actuarial techniques which reflect estimates for mortality, turnover and expected retirement. In addition, management makes assumptions concerning future salary increases. Discount rates are generally established as of the measurement date using theoretical bond models that select high-grade corporate bonds with maturities or coupons that correlate to the expected payouts of the applicable liabilities. The following represents the components of the net periodic pension cost related to the Company’s SERP for the respective periods: Thirteen Weeks Ended Twenty-Six Weeks Ended (amounts in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Interest cost $ 63 $ 89 $ 126 $ 178 Amortization of net gain (1) - (3 ) - (6 ) Net periodic pension cost $ 63 $ 86 $ 126 $ 172 ( 1) |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 6 Months Ended |
Jul. 31, 2021 | |
Basic and Diluted Loss Per Share [Abstract] | |
Basic and Diluted Loss Per Share | Note 11. Basic and Diluted Loss Per Share Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company, if any. It is computed by dividing net loss by the sum of the weighted average shares outstanding and additional common shares that would have been outstanding if the dilutive potential common shares had been issued for the Company’s common stock awards from the Company’s Stock Award Plans. For the thirteen week period ended July 31, 2021, the dilutive effect of employee stock options was 47,207 shares. For the thirteen week period ended August 1, 2020 and the twenty-six week periods ended July 31, 2021 and August 1, 2020, the impact of all outstanding stock awards was not considered because the Company reported net losses in those periods and such impact would be anti-dilutive. Accordingly, basic and diluted loss per share was the same. Total anti-dilutive stock awards for the twenty-six weeks ended July 31, 2021 and thirteen and twenty-six weeks ended August 2, 2020 were approximately 0.1 million shares for both periods |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12. Income Taxes In assessing the realizability 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 on the generation of future taxable income. Management considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. Based on available objective evidence, management concluded that a full valuation allowance should continue to be recorded against the Company’s deferred tax assets. Management will continue to assess the need for and amount of the valuation allowance against the deferred tax assets by giving consideration to all available evidence to the Company’s ability to generate future taxable income in its conclusion of the need for a full valuation allowance. Any reversal of the Company’s valuation allowance will favorably impact its results of operations in the period of reversal. The Company is currently unable to determine whether or when that reversal might occur, but it will continue to assess the realizability of its deferred tax assets and will adjust the valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will become realizable in the future. The Company has significant net operating loss carry forwards and other tax attributes that are available to offset projected taxable income and current taxes payable, if any, for the year ending January 30, 2021. The deferred tax impact resulting from the utilization of the net operating loss carry forwards and other tax attributes will be offset by a reduction in the valuation allowance. As of January 30, 2021, the Company had a net operating loss carry forward of $346.7 million for federal income tax purposes and approximately $219.5 million for state income tax purposes that expire at various times through 2040 and are subject to certain limitations and statutory expiration periods. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Legal Proceedings The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is management’s opinion, based upon the information available at this time, that the expected outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Company. As a result, the liability for the cases listed below is remote. Loyalty Memberships and Magazine Subscriptions Class Action On November 14, 2018, three consumers filed a punitive class action complaint against the Company and Synapse Group, Inc. in the United States District Court for the District of Massachusetts, Boston Division (Case No.1:18-cv-12377-DPW) concerning enrollment in the Company’s Backstage Pass VIP loyalty program and associated magazine subscriptions. The complaint alleged, among other things, that the Company’s “negative option marketing” misled consumers into enrolling for membership and subscriptions without obtaining the consumers’ consent. The complaint sought to represent a nationwide class of “all persons in the United States” who were enrolled in and/or charged for Backstage Pass VIP memberships and/or magazine subscriptions, and to obtain statutory and actual damages on their behalf. On April 11, 2019, the plaintiffs voluntarily dismissed their lawsuit. On May 8, 2019, two of the plaintiffs from the dismissed lawsuit filed a similar putative class action in Massachusetts state court (Civ. Act. No. 197CV00331, Mass. Super. Ct. Hampden Cty.), based on the same allegations, but this time seeking to represent only a class of “FYE customers in Massachusetts” who were charged for VIP Backstage Pass Memberships and/or magazine subscriptions. The Company removed that lawsuit back to federal court on June 12, 2019, and then filed a motion to dismiss and/or strike the plaintiff’s class action allegations on June 28, 2019. On February 2, 2021 the court granted the Company’s motion, struck the class action allegations, and dismissed the individual plaintiffs’ claims for lack of jurisdiction. Plaintiffs appealed the court’s decision on February 24, 2021. The parties participated in a mandatory court-annexed mediation session on April 8, 2021. The parties agreed on terms to resolve the matter fully and finally, and the appeal was dismissed without material impact on the financial results of the Company. Store Manager Class Actions There are two pending class actions. The first, Spack v. Trans World Entertainment Corp. was originally filed in the District of New Jersey, April 2017 (the “Spack Action”). The Spack Action alleges that the Company misclassified Store Managers (“SMs”) as exempt nationwide. It also alleges that Trans World improperly calculated overtime for Senior Assistant Managers (“SAMs”) nationwide, and that both SMs and SAMs worked “off-the-clock.” It also alleges violations of New Jersey and Pennsylvania State Law with respect to calculating overtime for SAMs. The second, Roper v. Trans World Entertainment Corp., was filed in the Northern District of New York, May 2017 (the “Roper Action”). The Roper Action also asserts a nationwide misclassification claim on behalf of SMs. Both actions were consolidated into the Northern District of New York, with the Spack Action being the lead case. The Company has reached a settlement with the plaintiffs for both store manager class actions, which has received approval from the court. The Company reserved $0.4 million for the settlement as of January 30, 2021. During the second quarter of fiscal 2021, the Company paid the final settlement and the matter is fully resolved. Retailer Agreement Dispute On June 18, 2021, Vijuve Inc. filed a lawsuit against Kaspien Inc. in the United States District Court for the Eastern District of Washington (Case No. 2:21-cv-00192-SAB) concerning a Retailer Agreement that the parties entered into in September of 2020. Vijuve manufactures skin care products and face massagers. The parties agreed that Kaspien would sell Vijuve’s products on Amazon. The complaint alleged that Kaspien breached the Retailer Agreement when it declined to acquiesce to Vijuve’s demand that Kaspien purchase over $700,000 of products. In total, Vijuve is seeking $774,000 in damages. Kaspien believed, and still believes, that Vijuve attempted to artificially inflate its sales on Amazon to support that demand. On July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. Kaspien is seeking at least $229,000 from Vijuve for breach of contract and/or specific performance. On August 9, 2021, Vijuve filed a motion to dismiss Kaspien’s counterclaims. On September 2, 2021, Kaspien filed a motion for judgment on the pleadings that seeks to dismiss Vijuve’s complaint. Both motions will be entertained by the Court on October 22, 2021. The Court’s decisions on these two motions will dictate the course of the dispute going forward, including whether Vijuve still has a legal claim against Kaspien. With the resolution of the motions currently pending, the impact on Kaspien (if any) is not presently known. Contingent Value Rights On March 30, 2020, the Company entered into the Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and 7.64% for RJHDC) received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien Inc. and/or its equity interest in Kaspien Inc. The Company does not anticipate these contingencies being met in fiscal 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On August 20, 2021, the Company received a payment of $1.6 million for settlement of an insurance claim. |
Nature of Operations (Policies)
Nature of Operations (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Nature of Operations [Abstract] | |
Nature of Operations | Kaspien Holdings Inc., which, together with its consolidated subsidiaries, is referred to herein as “Kaspien”, “the Company”, “we”, “us” and “our”, was incorporated in New York in 1972. We own 100% of the outstanding common stock of Kaspien Inc, through which our principal operations are conducted. Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart, Target, eBay, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies, and mutually beneficial partnerships. Our mission is to optimize and grow brands on today’s leading online marketplaces. To deliver this mission, we provide a platform of software and services to empower brands to grow their online distribution channel on digital marketplaces. Our proprietary software platform of marketplace solutions has been developed with a tech-first approach over the last decade. Through our platform, more than a decade of marketplace expertise, and our subject matter expertise, Kaspien empowers brands to achieve their online retail goals. Through our diversified and flexible partnership approach, Kaspien supports brands all across their brands’ life cycle and maturity online. The Company has positioned itself to be a brand’s ultimate online growth partner. We are guided by seven core principles: Partner Obsession Insights Driven Simplicity Innovation Results Ownership Diversity and Teamwork |
Liquidity and Cash Flows | Liquidity and Cash Flows: The Company’s primary sources of liquidity are its borrowing capacity under its revolving credit facility, available cash and cash equivalents, funds raised through equity offerings and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses and the purchase of inventory. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our net revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; successful implementation of our strategy and planned activities; and our ability to overcome the impact of the COVID-19 pandemic. The Company incurred a net loss of $1.3 million and $6.3 million for the twenty-six weeks ended July 31, 2021 and August 1, 2020, respectively. The decrease in the net loss was primarily attributable to an increase in net revenue and lower SG&A expenses, as well as the forgiveness of the PPP Loan discussed below. In addition, the Company has an accumulated deficit of $114.2 million as of July 31, 2021 and net cash used in operating activities for the twenty-six weeks ended July 31, 2021 was $4.9 million. Net cash used in operating activities for the twenty-six weeks ended August 1, 2020 was $7.9 million. As disclosed in the Company’s Annual Report on Form 10-K filed April 30, 2021, the Company experienced negative cash flows from operations during fiscal 2020 and 2019 and we expect to incur net losses in fiscal 2021. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; successful implementation of our strategy and planned activities; and our ability to overcome the impact of the COVID-19 pandemic. There can be no assurance that we will be successful in further implementing our business strategy or that the strategy will be successful in sustaining acceptable levels of sales growth and profitability. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The unaudited condensed consolidated financial statements for the twenty-six weeks ended July 31, 2021 were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For the next 12 months, management believes that the Company’s existing liquidity will be adequate to fund its working capital needs. The ability of the Company to meet its liabilities is dependent on continued improved profitability and the other factors set forth in the preceding paragraph. Management anticipates any cash requirements due to a shortfall in cash from operations will be funded by the Company’s revolving credit facility, as discussed in note 7 in the interim condensed consolidated financial statements. As of July 31, 2021, we had cash and cash equivalents of $2.6 million, net working capital of $22.5 million, and no outstanding borrowings on our revolving credit facility, as further discussed below. As of January 30, 2021, the Company had borrowings of $6.3 million under the Credit Facility. As of July 31, 2021 and August 1, 2020, the Company had no outstanding letters of credit. The Company had $10.1 million and $6.5 million available for borrowing under the Credit Facility as of July 31, 2021 and August 1, 2020, respectively. On March 18, 2021, the Company closed an underwritten offering of 416,600 shares of common stock of the Company, at a price to the public of $32.50 per share. The gross proceeds of the offering were approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans focused on brand acquisition, investments in technology to enhance its scalable platform and its core retail business. |
Credit Facility | Credit Facility On February 20, 2020, Kaspien Inc. entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC (“Encina”), as administrative agent, under which the lenders party thereto committed to provide up to $25 million in loans under a three-year, secured revolving credit facility (the “Credit Facility”). The Company borrowed $3.3 million under the Credit Facility in order to satisfy the remaining obligations of the Company under its previous credit facility. The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. As of July 31, 2021, the Company had no borrowings under the Credit Facility. The Company had $10.1 million available for borrowing as of July 31, 2021. Subordinated Debt Agreement On March 30, 2020, the Company and Kaspien Inc. (the “Loan Parties”) entered into Amendment No. 1 to the Loan Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the Company was added as “Parent” under the Amended Loan Agreement, (ii) the Company granted a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents and certain other collateral, and (iii) the Loan Agreement was amended to (a) permit the incurrence of certain subordinated indebtedness under the Subordinated Loan Agreement (as defined below) and (b) limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien Inc. with a scheduled maturity date of May 22, 2023. As of July 30, 2021, unamortized debt issuance costs of $0.1 million are included in “Long Term Debt” on the unaudited condensed consolidated balance sheet. Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement. On March 30, 2020, in conjunction with the Subordinated Loan Agreement, the Company issued warrants to purchase up to 244,532 shares of common stock with an aggregate grant date fair value of $0.8 million recorded as a discount to the Subordinated Loan Agreement, $0.5 million of which was unamortized as of January 30, 2021. As of July 31, 2021, 5,126 warrants remain outstanding. |
Paycheck Protection Program | Paycheck Protection Program On April 17, 2020, Kaspien received loan proceeds of $2.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). On June 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during the second quarter. In addition to the aforementioned current sources of existing working capital, the Company may explore certain other strategic alternatives that may become available to the Company, as well continuing our efforts to generate additional net revenue and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all, should we require such additional funds. If the Company is unable to improve its operations, it may be required to obtain additional funding, and the Company’s financial condition and results of operations may be materially adversely affected. Furthermore, broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds, should we require such additional funds. |
Impact of COVID-19 | Impact of COVID-19 To date, as a direct result of COVID-19, most of our employees are working remotely. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, including the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers and markets, which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, currently we are not able to estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity. In response to the rapidly evolving COVID-19 pandemic, we activated our business continuity program, led by our Executive Team in conjunction with Human Resources, to help us manage the situation. In mid-March of 2020, we transitioned our corporate office staff to work 100% remotely. While our business is not dependent on physical office locations nor travel, having a 100% remote workforce does present increased operational risk. Our leadership team believes we have the necessary controls in place to mitigate these impacts and allow the team to continue to operate effectively remotely as long as required by State guidelines. While e-commerce has largely benefited from the closure of brick-and-mortar locations as consumer spending has been pushed online to marketplaces such as Amazon and Walmart, neither the industry nor our organization has been immune to the impact to our supply chains. During the second quarter of 2021, the Company noticed changes in consumer buying habits that may have reduced demand for its products due to recent re-openings of physical retail outlets and lifting of many restrictions by governmental authorities. Also during the second quarter of 2021, the Company experienced increased inventory stock outs due to freight demands, lack of shipping containers and general international freight congestion due to the continued increased demand for goods being sold on ecommerce marketplaces. The COVID-19 pandemic continues to bring uncertainty to consumer demand as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the United States. It is not possible to determine the duration and scope of the pandemic, the scale and rate of economic recovery from the pandemic, any ongoing effects on consumer demand and spending patterns, or other impacts of the pandemic, and whether these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations. The Company is actively monitoring the situation and potential impacts on its financial condition, liquidity, operations and workforce but the full extent of the impact is still highly uncertain. |
Recently Announced Accounting_2
Recently Announced Accounting Pronouncements (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Recently Announced Accounting Pronouncements [Abstract] | |
Recently Announced Accounting Pronouncements | In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost. The model replaces the probable, incurred loss model for those assets and instead, broadens the information an entity must consider in developing its expected credit loss estimate for assets measured at amortized cost. This standard will be effective for smaller reporting companies for fiscal years beginning after December 15, 2022, however early adoption is permitted. We are currently evaluating the impact of this new standard on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework— Changes to the Disclosure Requirements for Defined Benefit Plans”, which removes certain disclosures that are no longer cost beneficial and also includes additional disclosures to improve the overall usefulness of the disclosure requirements to financial statement users. This standard will be effective for public entities for fiscal years beginning after December 15, 2020, however early adoption is permitted. The new standard has an immaterial impact on the consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes” (Topic 740), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also simplifies aspects of the enacted changes in tax laws or rates. This standard will be effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, however early adoption is permitted. The new standard has an immaterial impact on the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 840, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships, caused by reference rate reform, should not result in the de-designation of the instrument, provided certain criteria are met. The Company’s exposure to LIBOR rates includes its credit facility. The amendments are effective as of March 12, 2020 through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact this update will have on its Condensed Consolidated Financial Statements. Recent accounting pronouncements pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Intangible Assets [Abstract] | |
Identifiable Intangible Assets | Identifiable intangible assets as of July 31, 2021 consisted of the following (amounts in thousands): July 31, 2021 Weighted Average Amortization Period (in months) Original Gross Carrying Amount Accumulated Impairment Accumulated Amortization Net Carrying Amount Technology 60 $ 6,700 $ 2,587 $ 4,048 $ 65 Trade names and trademarks 60 3,200 - 3,047 153 $ 9,900 $ 2,587 $ 7,095 $ 218 |
Changes in Net Intangible Assets and Goodwill | The changes in net intangibles and goodwill from January 30, 2021 to July 31, 2021 were as follows: (amounts in thousands) January 30, 2021 Impairment Expense Amortization Expense July 31, 2021 Amortized intangible assets: Technology $ 259 $ - $ 194 $ 65 Trade names and trademarks 473 - 320 153 Net amortized intangible assets $ 732 $ - $ 514 $ 218 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense of intangible assets for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 consisted of the following: Thirteen Weeks Ended Twenty-six Weeks Ended (amounts in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Amortized intangible assets: Technology $ 97 $ 97 $ 194 $ 194 Trade names and trademarks 160 160 320 320 Total amortization expense $ 257 $ 257 $ 514 $ 514 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): July 31, 2021 January 30, 2021 August 1, 2020 Cash and cash equivalents $ 2,570 $ 1,809 $ 3,337 Restricted cash 4,176 4,746 5,312 Total cash, cash equivalents and restricted cash $ 6,746 $ 6,555 $ 8,649 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Stock Based Compensation [Abstract] | |
Stock Option Activity Under Stock Award Plans | The following table summarizes stock award activity during the twenty-six weeks ended July 31, 2021: Number of Shares Subject To Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance January 30 2021 133,356 $ 20.41 7.3 Granted 6,637 25.69 9.9 Forfeited (2,887 ) 7.12 9.0 Canceled (1,400 ) 34.60 - Exercised (2,403 ) 7.12 9.0 Balance July 31 2021 133,303 $ 21.05 6.9 Exercisable July 31 2021 54,125 $ 38.71 3.7 |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Defined Benefit Plan [Abstract] | |
Net Periodic Benefit Cost | The following represents the components of the net periodic pension cost related to the Company’s SERP for the respective periods: Thirteen Weeks Ended Twenty-Six Weeks Ended (amounts in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Interest cost $ 63 $ 89 $ 126 $ 178 Amortization of net gain (1) - (3 ) - (6 ) Net periodic pension cost $ 63 $ 86 $ 126 $ 172 ( 1) |
Nature of Operations (Details)
Nature of Operations (Details) | 6 Months Ended |
Jul. 31, 2021 | |
Kaspien Inc. [Member] | |
Subsidiary Information [Abstract] | |
Ownership interest | 100.00% |
Nature of Operations, Liquidity
Nature of Operations, Liquidity and Cash Flows (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 18, 2021 | Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | May 01, 2021 | Jan. 30, 2021 |
Liquidity and Cash Flows [Abstract] | |||||||
Net loss | $ 82 | $ (899) | $ (1,335) | $ (6,306) | |||
Accumulated deficit | (114,198) | (115,277) | (114,198) | (115,277) | $ (112,863) | ||
Net cash used in operating activities | (4,934) | (7,888) | |||||
Cash and cash equivalents | 2,570 | 3,337 | 2,570 | 3,337 | $ 1,809 | 1,809 | |
Net working capital | 22,500 | 22,500 | |||||
Borrowings | 0 | 2,151 | 0 | 2,151 | 6,339 | ||
Underwritten offering of common stock (in shares) | 416,600 | ||||||
Share price (in dollars per share) | $ 32.50 | ||||||
Gross proceeds of offering | $ 13,500 | ||||||
Credit Facility [Member] | |||||||
Liquidity and Cash Flows [Abstract] | |||||||
Borrowings | 0 | 0 | $ 6,300 | ||||
Outstanding borrowings | 0 | 0 | 0 | 0 | |||
Available borrowings | $ 10,100 | $ 6,500 | $ 10,100 | $ 6,500 |
Nature of Operations, Credit Fa
Nature of Operations, Credit Facility and Subordinated Debt Agreement (Details) - USD ($) $ in Thousands | Mar. 30, 2020 | Jul. 31, 2021 | Jul. 30, 2021 | Jan. 30, 2021 | Aug. 01, 2020 | Feb. 20, 2020 |
Credit Facility [Abstract] | ||||||
Short-term borrowings | $ 0 | $ 6,339 | $ 2,151 | |||
Unamortized debt issuance costs | $ 100 | $ 100 | ||||
Number of remaining outstanding warrants (in shares) | 5,126 | |||||
Subordinated Loan Agreement [Member] | ||||||
Credit Facility [Abstract] | ||||||
Unamortized debt issuance costs | 500 | |||||
Number of shares purchased from warrants issued (in shares) | 244,532 | |||||
Aggregate grant date fair value | $ 800 | |||||
Kaspien Inc. [Member] | Subordinated Loan Agreement [Member] | ||||||
Credit Facility [Abstract] | ||||||
Secured term loan | $ 5,200 | |||||
Maturity date | May 22, 2023 | |||||
Credit Facility [Member] | ||||||
Credit Facility [Abstract] | ||||||
Borrowings | $ 0 | 0 | ||||
Short-term borrowings | 0 | $ 6,300 | ||||
Available borrowings | $ 10,100 | $ 6,500 | ||||
Credit Facility [Member] | Kaspien Inc. [Member] | ||||||
Credit Facility [Abstract] | ||||||
Term of loan | 3 years | |||||
Borrowings | $ 3,300 | |||||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | ||||||
Credit Facility [Abstract] | ||||||
Loan amount | 25,000 | |||||
Swing line loans | $ 5,000 |
Nature of Operations, Paycheck
Nature of Operations, Paycheck Protection Program (Details) - USD ($) | Jun. 15, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Aug. 01, 2020 | Apr. 17, 2020 |
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,963,000 | $ 0 | |||
Payments of PPP loan | $ 76,000 | $ 0 | |||
COVID-19 [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,900,000 | ||||
Payments of PPP loan | $ 76,452,000 | ||||
COVID-19 [Member] | Kaspien Inc. [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Loan amount | $ 2,000,000 | ||||
Forgiveness of PPP Loan | $ 1,900,000 | ||||
Payments of PPP loan | $ 76,452 |
Nature of Operations, Impact of
Nature of Operations, Impact of COVID-19 (Details) | 6 Months Ended |
Jul. 31, 2021 | |
COVID-19 [Member] | |
Impact of COVID-19 [Abstract] | |
Percentage of corporate office staff working remotely | 100.00% |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
Selling, General and Administrative Expenses [Member] | ||||
Basis of Presentation [Abstract] | ||||
Commission fees | $ 5.1 | $ 11 | ||
Reclassification Adjustment [Member] | Cost of Goods Sold [Member] | ||||
Basis of Presentation [Abstract] | ||||
Commission fees | $ (6.3) | $ (10.9) | ||
Reclassification Adjustment [Member] | Selling, General and Administrative Expenses [Member] | ||||
Basis of Presentation [Abstract] | ||||
Commission fees | $ 6.3 | $ (10.9) |
Intangible Assets, Identifiable
Intangible Assets, Identifiable Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Original Gross Carrying Amount | $ 9,900 |
Accumulated Impairment | 2,587 |
Accumulated Amortization | 7,095 |
Net Carrying Amount | $ 218 |
Technology [Member] | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Weighted Average Amortization Period | 60 months |
Original Gross Carrying Amount | $ 6,700 |
Accumulated Impairment | 2,587 |
Accumulated Amortization | 4,048 |
Net Carrying Amount | $ 65 |
Trade Names and Trademarks [Member] | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Weighted Average Amortization Period | 60 months |
Original Gross Carrying Amount | $ 3,200 |
Accumulated Impairment | 0 |
Accumulated Amortization | 3,047 |
Net Carrying Amount | $ 153 |
Intangible Assets, Changes in N
Intangible Assets, Changes in Net Intangibles and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
Amortized Intangible Assets [Roll Forward] | ||||
Amortized intangible assets, Beginning balance | $ 732 | |||
Impairment Expense | 0 | |||
Amortization Expense | $ 257 | $ 257 | 514 | $ 514 |
Amortized intangible assets, Ending balance | 218 | 1,246 | 218 | 1,246 |
Technology [Member] | ||||
Amortized Intangible Assets [Roll Forward] | ||||
Amortized intangible assets, Beginning balance | 259 | |||
Impairment Expense | 0 | |||
Amortization Expense | 97 | 97 | 194 | 194 |
Amortized intangible assets, Ending balance | 65 | 65 | ||
Trade Names and Trademarks [Member] | ||||
Amortized Intangible Assets [Roll Forward] | ||||
Amortized intangible assets, Beginning balance | 473 | |||
Impairment Expense | 0 | |||
Amortization Expense | 160 | $ 160 | 320 | $ 320 |
Amortized intangible assets, Ending balance | $ 153 | $ 153 |
Depreciation and Amortization (
Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
Depreciation and Amortization [Abstract] | ||||
Depreciation and amortization | $ 0.6 | $ 0.5 | $ 1.2 | $ 1 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | May 01, 2021 | Jan. 30, 2021 | Aug. 01, 2020 | Feb. 01, 2020 |
Restricted Cash and Cash Equivalents [Abstract] | |||||
Restricted cash, current asset | $ 1,184 | $ 1,184 | $ 950 | ||
Cash Equivalents and Restricted Cash [Abstract] | |||||
Cash and cash equivalents | 2,570 | $ 1,809 | 1,809 | 3,337 | |
Restricted cash | 4,176 | 4,746 | 5,312 | ||
Total cash, cash equivalents and restricted cash | 6,746 | $ 6,555 | $ 6,556 | $ 8,649 | $ 8,852 |
Rabbi Trust [Member] | |||||
Restricted Cash and Cash Equivalents [Abstract] | |||||
Restricted cash, current asset | 1,200 | ||||
Restricted cash, long-term asset | 3,000 | ||||
Cash Equivalents and Restricted Cash [Abstract] | |||||
Restricted cash | $ 4,200 |
Debt, Credit Facility (Details)
Debt, Credit Facility (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 30, 2021 | Aug. 01, 2020 | Feb. 20, 2020 | |
New Credit Facility [Abstract] | ||||
Unamortized debt issuance costs | $ 0.1 | $ 0.1 | ||
Other Assets [Member] | ||||
New Credit Facility [Abstract] | ||||
Unamortized debt issuance costs | $ 0.6 | |||
New Credit Facility [Member] | ||||
New Credit Facility [Abstract] | ||||
Borrowings | $ 3.3 | |||
New Credit Facility [Member] | Kaspien Inc. [Member] | ||||
New Credit Facility [Abstract] | ||||
Term of loan | 3 years | |||
New Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | ||||
New Credit Facility [Abstract] | ||||
Loan amount | 25 | |||
Credit Facility [Member] | ||||
New Credit Facility [Abstract] | ||||
Borrowings | $ 0 | $ 0 | ||
Outstanding borrowings | 0 | |||
Available borrowings | $ 10.1 | $ 6.5 | ||
Credit Facility [Member] | Kaspien Inc. [Member] | ||||
New Credit Facility [Abstract] | ||||
Term of loan | 3 years | |||
Borrowings | 3.3 | |||
Credit Facility [Member] | Minimum [Member] | Kaspien Inc. [Member] | LIBOR [Member] | ||||
New Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 4.00% | |||
Credit Facility [Member] | Minimum [Member] | Kaspien Inc. [Member] | Base Rate [Member] | ||||
New Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 3.00% | |||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | ||||
New Credit Facility [Abstract] | ||||
Loan amount | 25 | |||
Swing line loans | $ 5 | |||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | LIBOR [Member] | ||||
New Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 4.50% | |||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | Base Rate [Member] | ||||
New Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 3.50% |
Debt, Subordinated Loan Agreeme
Debt, Subordinated Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 30, 2021 | Mar. 30, 2020 | |
Subordinated Loan Agreement [Abstract] | |||
Unamortized debt issuance costs | $ 0.1 | $ 0.1 | |
Number of remaining outstanding warrants (in shares) | 5,126 | ||
Subordinated Loan Agreement [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Unamortized debt issuance costs | $ 0.5 | ||
Number of shares purchased from warrants issued (in shares) | 244,532 | ||
Warrants exercise price (in dollars per share) | $ 0.01 | ||
Value of warrants | $ 0.8 | ||
Number of remaining outstanding warrants (in shares) | 5,126 | ||
Subordinated Loan Agreement [Member] | Kaspien Inc. [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Secured term loan | $ 5.2 | ||
Maturity date | May 22, 2023 | ||
Interest rate | 12.00% | ||
Subordinated Loan Agreement [Member] | Alimco [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Number of shares purchased from warrants issued (in shares) | 127,208 | ||
Subordinated Loan Agreement [Member] | Kick-Start [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Number of shares purchased from warrants issued (in shares) | 23,401 | ||
Subordinated Loan Agreement [Member] | RJHDC [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Number of shares purchased from warrants issued (in shares) | 93,923 |
Debt, Paycheck Protection Progr
Debt, Paycheck Protection Program (Details) - USD ($) $ in Thousands | Jun. 15, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Aug. 01, 2020 | Apr. 17, 2020 |
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,963 | $ 0 | |||
Payments of PPP loan | $ 76 | $ 0 | |||
COVID-19 [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,900 | ||||
Payments of PPP loan | $ 76,452 | ||||
COVID-19 [Member] | Kaspien [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Loan amount | $ 2,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2021USD ($)Plan$ / sharesshares | Aug. 01, 2020USD ($) | Jan. 30, 2021$ / sharesshares | |
Stock Awards [Abstract] | |||
Number of employee stock award plans | Plan | 3 | ||
Compensation expense | $ | $ 58,918 | $ 300 | |
Weighted Average Remaining Contractual Term [Abstract] | |||
Intrinsic value of stock awards outstanding | $ | 1,300 | ||
Intrinsic value of stock awards exercisable | $ | 269,000 | ||
Board of Directors [Member] | |||
Stock Awards [Abstract] | |||
Compensation expense | $ | $ 200 | ||
Employee Stock Award Plans [Member] | |||
Number of Shares Subject to Option [Roll Forward] | |||
Balance (in shares) | 133,356 | ||
Granted (in shares) | 6,637 | ||
Forfeited (in shares) | (2,887) | ||
Canceled (in shares) | (1,400) | ||
Exercised (in shares) | (2,403) | ||
Balance (in shares) | 133,303 | 133,356 | |
Exercisable (in shares) | 54,125 | ||
Weighted Average Exercise Price [Abstract] | |||
Balance (in dollars per share) | $ / shares | $ 20.41 | ||
Granted (in dollars per share) | $ / shares | 25.69 | ||
Forfeited (in dollars per share) | $ / shares | 7.12 | ||
Canceled (in dollars per share) | $ / shares | 34.60 | ||
Exercised (in dollars per share) | $ / shares | 7.12 | ||
Balance (in dollars per share) | $ / shares | 21.05 | $ 20.41 | |
Exercisable (in dollars per share) | $ / shares | $ 38.71 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Weighted average remaining contractual term | 6 years 10 months 24 days | 7 years 3 months 18 days | |
Granted | 9 years 10 months 24 days | ||
Forfeited | 9 years | ||
Exercised | 9 years | ||
Exercisable | 3 years 8 months 12 days | ||
New Plan [Member] | |||
Stock Awards [Abstract] | |||
Equity awards authorized for issuance (in shares) | 250,000 | ||
Equity awards granted and are outstanding (in shares) | 133,303 | ||
Equity awards vested and exercisable (in shares) | 54,125 | ||
Shares available for future grants (in shares) | 132,669 |
Defined Benefit Plan (Details)
Defined Benefit Plan (Details) - Supplemental Executive Retirement Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | ||
Contributions by Employer [Abstract] | |||||
Cash contributions by employer | $ 0 | ||||
Expected cash contributions by employer | $ 1,200 | 1,200 | |||
Net Periodic Pension Cost [Abstract] | |||||
Interest cost | 63 | $ 89 | 126 | $ 178 | |
Amortization of net gain | [1] | 0 | (3) | 0 | (6) |
Net periodic pension cost | $ 63 | $ 86 | $ 126 | $ 172 | |
[1] | The amortization of net gain is related to a director retirement plan previously provided by the Company. |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Aug. 01, 2020 | Jul. 31, 2021 | Aug. 01, 2020 | |
Basic and Diluted Loss Per Share [Abstract] | ||||
Dilutive effect of employee stock options (in shares) | 47,207 | |||
Total anti-dilutive stock awards (in shares) | 100,000 | 100,000 | 100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 31, 2021 | Jan. 30, 2021 | |
Federal [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 346.7 | |
Operating loss carryforward expiration year | 2040 | |
State [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 219.5 | |
Operating loss carryforward expiration year | 2040 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jul. 19, 2021USD ($) | Jun. 18, 2021USD ($) | Apr. 30, 2017Action | Jan. 30, 2021USD ($) | Mar. 30, 2020 | May 08, 2019plaintiff | Nov. 14, 2018Consumer |
Legal Proceedings [Abstract] | |||||||
Number of consumers filed punitive class action complaint | Consumer | 3 | ||||||
Number of plaintiffs filed punitive class action | plaintiff | 2 | ||||||
Number of pending class actions | Action | 2 | ||||||
Settlement reserved amount | $ 400,000 | ||||||
Percentage of CVR to receive cash payment | 19.90% | ||||||
Alimco [Member] | |||||||
Legal Proceedings [Abstract] | |||||||
Percentage of CVR to receive cash payment | 10.35% | ||||||
Kick-Start [Member] | |||||||
Legal Proceedings [Abstract] | |||||||
Percentage of CVR to receive cash payment | 1.90% | ||||||
RJHDC [Member] | |||||||
Legal Proceedings [Abstract] | |||||||
Percentage of CVR to receive cash payment | 7.64% | ||||||
Vijuve Inc. [Member] | |||||||
Legal Proceedings [Abstract] | |||||||
Purchase of product expected as part of agreement | $ 700,000 | ||||||
Damages sought value | $ 774,000 | ||||||
Vijuve Inc. [Member] | Minimum [Member] | |||||||
Legal Proceedings [Abstract] | |||||||
Damages claims value | $ 229,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Aug. 20, 2021USD ($) |
Subsequent Event [Member] | |
Subsequent Events [Abstract] | |
Proceeds from settlement of insurance claim | $ 1.6 |