Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2022 | Jun. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2022 | |
Current Fiscal Year End Date | --01-28 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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, $.01 par value per share | |
Trading Symbol | KSPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,501,568 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 29, 2022 | May 01, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 828 | $ 1,218 | $ 5,030 |
Restricted cash | 1,158 | 1,158 | 1,184 |
Accounts receivable | 2,727 | 2,335 | 3,113 |
Merchandise inventory | 32,254 | 29,277 | 22,567 |
Prepaid expenses and other current assets | 558 | 649 | 592 |
Total current assets | 37,525 | 34,637 | 32,486 |
Restricted cash | 2,160 | 2,447 | 3,277 |
Fixed assets, net | 2,441 | 2,335 | 2,366 |
Operating lease right-of-use assets | 1,990 | 2,144 | 2,595 |
Intangible assets, net | 0 | 0 | 475 |
Cash surrender value | 3,800 | 4,154 | 4,168 |
Other assets | 872 | 965 | 1,230 |
TOTAL ASSETS | 48,788 | 46,682 | 46,597 |
CURRENT LIABILITIES | |||
Accounts payable | 7,664 | 6,271 | 5,682 |
Short-term borrowings | 10,508 | 9,966 | 0 |
Accrued expenses and other current liabilities | 2,208 | 2,362 | 2,640 |
Current portion of operating lease liabilities | 663 | 649 | 609 |
Current portion of PPP loan | 0 | 0 | 2,018 |
Total current liabilities | 21,043 | 19,248 | 10,949 |
Operating lease liabilities | 1,439 | 1,608 | 2,101 |
Long-term debt | 7,944 | 4,356 | 5,261 |
Other long-term liabilities | 13,987 | 14,185 | 15,954 |
TOTAL LIABILITIES | 44,413 | 39,397 | 34,265 |
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, 3,902,985 and 3,889,169 shares issued, respectively) | 39 | 39 | 39 |
Additional paid-in capital | 360,738 | 359,220 | 358,749 |
Treasury stock at cost (1,410,417, 1,410,417 and 1,410,417 shares, respectively) | (230,170) | (230,170) | (230,170) |
Accumulated other comprehensive loss | (910) | (910) | (2,007) |
Accumulated deficit | (125,322) | (120,894) | (114,279) |
TOTAL SHAREHOLDERS' EQUITY | 4,375 | 7,285 | 12,332 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 48,788 | $ 46,682 | $ 46,597 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2022 | Jan. 29, 2022 | May 01, 2021 |
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 | 3,902,985 | 3,889,169 |
Treasury stock (in shares) | 1,410,417 | 1,410,417 | 1,410,417 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Net revenue | $ 31,791 | $ 40,617 |
Cost of sales | 24,940 | 30,821 |
Gross profit | 6,851 | 9,796 |
Selling, general and administrative expenses | 10,517 | 10,657 |
Loss from operations | (3,666) | (861) |
Interest expense | 762 | 555 |
Loss from operations before income tax expense | (4,428) | (1,416) |
Income tax expense | 0 | 0 |
Net loss | $ (4,428) | $ (1,416) |
BASIC AND DILUTED INCOME PER SHARE: | ||
Basic loss per common share (in dollars per share) | $ (1.78) | $ (0.61) |
Diluted loss per common share (in dollars per share) | $ (1.78) | $ (0.61) |
Weighted average number of common shares outstanding - basic (in shares) | 2,493 | 2,317 |
Weighted average number of common shares outstanding - diluted (in shares) | 2,493 | 2,317 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Net loss | $ (4,428) | $ (1,416) |
Amortization of pension gain | 0 | 0 |
Comprehensive loss | $ (4,428) | $ (1,416) |
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 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 Loss | $ 0 | 0 | $ 0 | 0 | (1,416) | (1,416) |
Exercise of warrants | $ 2 | 0 | $ (1) | 0 | 0 | 1 |
Exercise of warrants (in shares) | 136 | 0 | ||||
Sale of shares, net of expenses | $ 4 | 12,227 | $ 0 | 0 | 0 | 12,231 |
Sale of shares, net of expenses (in shares) | 416 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 27 | $ 0 | 0 | 0 | 27 |
Balance at May. 01, 2021 | $ 39 | 358,749 | $ (230,170) | (2,007) | (114,279) | 12,332 |
Balance (in shares) at May. 01, 2021 | 3,889 | (1,410) | ||||
Balance at Jan. 29, 2022 | $ 39 | 359,220 | $ (230,170) | (910) | (120,894) | 7,285 |
Balance (in shares) at Jan. 29, 2022 | 3,903 | (1,410) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net Loss | $ 0 | 0 | $ 0 | 0 | (4,428) | (4,428) |
Issuance of warrants | $ 0 | 1,518 | 0 | 0 | 0 | 1,518 |
Issuance of warrants (in shares) | 0 | |||||
Balance at Apr. 30, 2022 | $ 39 | $ 360,738 | $ (230,170) | $ (910) | $ (125,322) | $ 4,375 |
Balance (in shares) at Apr. 30, 2022 | 3,903 | (1,410) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
OPERATING ACTIVITIES: | ||
Net income loss | $ (4,428) | $ (1,416) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of fixed assets | 293 | 346 |
Amortization of intangible assets | 0 | 257 |
Stock-based compensation | 0 | 27 |
Interest on long-term debt | 106 | 242 |
Amortization of ROU asset | 154 | 147 |
Change in cash surrender value | 354 | (312) |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | (392) | (396) |
Merchandise inventory | (2,977) | 1,949 |
Prepaid expenses and other current assets | 92 | (28) |
Other long-term assets | 93 | 113 |
Accounts payable | 1,393 | (3,211) |
Accrued expenses and other current liabilities | (140) | 147 |
Other long-term liabilities | (368) | (378) |
Net cash used in operating activities | (5,820) | (2,513) |
INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (399) | (444) |
Net cash provided by (used in) investing activities | (399) | (444) |
FINANCING ACTIVITIES: | ||
Proceeds from short term borrowings | 542 | 0 |
Proceeds from long term borrowings | 5,000 | 0 |
Proceeds from stock offering | 0 | 12,231 |
Exercise of warrants | 0 | 1 |
Payment of short term borrowings | 0 | (6,339) |
Net cash provided by financing activities | 5,542 | 5,893 |
Net decrease in cash, cash equivalents, and restricted cash | (677) | 2,936 |
Cash, cash equivalents, and restricted cash, beginning of period | 4,823 | 6,555 |
Cash, cash equivalents, and restricted cash, end of period | 4,146 | 9,491 |
Supplemental disclosures and non-cash investing and financing activities: | ||
Interest paid | 202 | 153 |
Warrants issued with debt | $ 1,633 | $ 0 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Apr. 30, 2022 | |
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. Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart and Target, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies and mutually beneficial partnerships. We are guided by 5 core principles: • We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results. • We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often. • We create simplicity. We challenge the status quo. We take the complicated and simplify it. • We take ownership. We make things happen. We hold ourselves accountable and have a bias for action. • We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change. Liquidity and Cash Flows: The Company’s primary sources of liquidity are its borrowing capacity under its Credit Facility, available cash and cash equivalents, and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working capital needed to operate Kaspien, including funding operating expenses, the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; 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 $4.4 million and $1.4 million for the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively. The increase in the net loss was primarily attributable to a decrease in sales and gross margin. In addition, the Company has an accumulated deficit of $125.3 million as of April 30, 2022 and net cash used in operating activities for the thirteen weeks ended April 30, 2022 was $5.8 million. Net cash used in operating activities for the thirteen weeks ended May 1, 2021 was $2.5 million. As disclosed in the Company’s Annual Report on Form 10-K filed April 29, 2022, the Company experienced negative cash flows from operations during fiscal 2021 and 2020 and we expect to incur net losses in fiscal 2022. 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, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. The 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 thirteen weeks ended April 30, 2022 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. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the strategic initiatives for Kaspien and the availability of future funding. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of April 30, 2022, we had cash and cash equivalents of $0.8 million, net working capital of $16.5 million, and $10.5 in borrowings on our revolving credit facility, as further discussed below. As of January 29, 2022, the Company had borrowings of $10.0 million under the Credit Facility. As of April 30, 2022 and May 1, 2021, the Company had no outstanding letters of credit. The Company had $3.6 million and $10.9 million available for borrowing under the Credit Facility as of April 30, 2022 and May 1, 2021, 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 used the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans, 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 (as subsequently amended, the “Loan Agreement”) with Eclipse Business Capital LLC (f/k/a 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 April 7, 2021, the Loan Parties entered into Amendment No. 2 to the Loan Agreement (the “Second Amendment”. Pursuant to the Second Amendment, the In-Transit Inventory Sublimit (as defined in the Loan Agreement) was increased from $2,000,000 to $2,500,000. On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (i) the maturity of the credit facility has been extended to February 20, 2024, and the early termination fees have been accordingly reset; (ii) the LIBOR floor has been reduced to 1.00%; (iii) up to $4,000,000 of acquisitions are now allowed without Eclipse’s consent, subject to satisfaction of various conditions, including the Company having a trailing twelve month fixed charge coverage ratio of 1.20x and Excess Availability greater than the greater of (x) 20% of the average Borrowing Base for each 30 day period immediately prior to, and pro forma for, the purchase and (y) $1,500,000. On March 2, 2022, the Loan Parties entered into Amendment No. 4 to the Loan Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, among other things, the Credit Facility was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below). As of April 30, 2022, the Company had borrowings of $10.5 under the Credit Facility. The Company had no borrowing as of May 1, 2021. Subordinated Debt 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 (the “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 with a scheduled maturity date of May 22, 2023. As of April 30 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. Amendment No. 2 to Subordinated Loan and Security Agreement On March 2, 2022, the Loan Parties entered into that certain Amendment No. 2 to Subordinated Loan and Security Agreement (“Amendment No. 2”) with the “Lenders and the Collateral Agent. Pursuant to Amendment No. 2, among other things, Alimco Re Ltd. (the “Tranche B Lender”) made an additional $5,000,000 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement. Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan. The Additional Subordinated Loan is also 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. The Company will provide a limited guarantee of Kaspien’s obligations under the Additional 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 borrowers and guarantors thereunder taken as a whole and the occurrence of an uninsured loss to a material portion of collateral. The Loan Parties paid certain customary fees and expenses in connection with the Additional Subordinated Loan and Amendment No. 2. 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 14, 2022, 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 of $2.0 million. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during fiscal 2021. 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 sales 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 re-openings of physical retail outlets and lifting of many restrictions by governmental authorities. During the third 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 | 3 Months Ended |
Apr. 30, 2022 | |
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 29, 2022 contained in the Company’s Annual Report on Form 10-K filed April 29, 2022. The results of operations for the thirteen weeks ended April 30, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 28, 2023. 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 29, 2022. |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 3 Months Ended |
Apr. 30, 2022 | |
Recently Adopted Accounting Pronouncements [Abstract] | |
Recently Adopted Accounting Pronouncements | Note 3. Recently Adopted 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 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 | 3 Months Ended |
Apr. 30, 2022 | |
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 in 2016, is subject to many estimates and assumptions. Our identifiable intangible assets that resulted from our acquisition of Kaspien consist of technology and tradenames. As of October 30, 2022, the intangible assets were fully amortized. Amortization expense of intangible assets for the thirteen weeks ended April 30, 2022 and May 1, 2021 consisted of the following: Thirteen Weeks Ended (amounts in thousands) April 30, 2022 May 1, 2021 Amortized intangible assets: Technology $ - $ 97 Trade names and trademarks - 160 Total amortization expense $ - $ 257 |
Depreciation and Amortization
Depreciation and Amortization | 3 Months Ended |
Apr. 30, 2022 | |
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 April 30, 2022 and May 1, 2021 was $0.3 million and $0.6 million, respectively. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Apr. 30, 2022 | |
Restricted Cash [Abstract] | |
Restricted Cash | Note 6. Restricted Cash As a result of the death of its former Chairman, the Company holds $3.3 million in a rabbi trust, of which $1.2 million is classified as restricted cash in current assets and $2.2 million is classified as restricted cash in other assets on the accompanying interim condensed consolidated balance sheet as of April 30, 2022. A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): April 30, 2022 January 29, 2022 May 1, 2021 Cash and cash equivalents $ 828 $ 1,218 $ 5,030 Restricted cash 3,318 3,605 4,461 Total cash, cash equivalents and restricted cash $ 4,146 $ 4,823 $ 9,491 |
Debt
Debt | 3 Months Ended |
Apr. 30, 2022 | |
Debt [Abstract] | |
Debt | Note 7. Debt Credit Facility On February 20, 2020, Kaspien Inc. entered into a Loan and Security Agreement (as subsequently amended, the “Loan Agreement”) with Eclipse Business Capital LLC (f/k/a Encina Business Credit, LLC) (“Eclipse”), as administrative agent, under which the lenders party thereto committed to provide up to $25 million in loans under a four-year, secured revolving credit facility (the “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. 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, 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. The Company will provide a limited guarantee of Kaspien’s obligations under the Credit Facility. Among other things, the Loan Agreement limits Kaspien’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. The Loan Agreement also requires Kaspien to comply with a financial maintenance covenant. The Loan Agreement 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 Credit Facility to constitute senior indebtedness under any applicable subordination or intercreditor agreements. On March 30, 2020, the Company and Kaspien (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 April 7, 2021, Loan Parties entered into Amendment No. 2 to the Loan Agreement (the “Second Amendment”. Pursuant to the Second Amendment, the In-Transit Inventory Sublimit (as defined in the Loan Agreement) was increased from $2,000,000 to $2,500,000. On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (i) the maturity of the credit facility has been extended to February 20, 2024, and the early termination fees have been accordingly reset; (ii) the LIBOR floor has been reduced to 1.00%; (iii) up to $4,000,000 of acquisitions are now allowed without Eclipse’s consent, subject to satisfaction of various conditions, including the Company having a trailing twelve month fixed charge coverage ratio of 1.20x and Excess Availability greater than the greater of (x) 20% of the average Borrowing Base for each 30 day period immediately prior to, and pro forma for, the purchase and (y) $1,500,000. On March 2, 2022, the Loan Parties entered into Amendment No. 4 to the Loan Agreement (“Fourth Amendment”). Pursuant to the Fourth Amendment, among other things, the Credit Facility was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below). As of April 30, 2022, the Company had borrowings of $10.5 under the Credit Facility. The Company had no borrowing as of May 1, 2021. As of April 30, 2022, unamortized debt issuance costs of $0.1 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 (the “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. On September 17, 2021, the Loan Parties entered into Amendment No. 1 to the Subordinated Loan Agreement which extended the maturity of the loan to March 31, 2024. As of April 30, 2022, unamortized debt issuance costs of $0.1 million are included in “Long-Term Debt” on the 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 ’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. As of April 30, 2022, 7,539 warrants remain outstanding. The value of the warrants of $0.8 million was allocated against the principal proceeds of the Subordinated Debt Agreement, $0.3 million of which was unamortized as of April 30, 2022. On March 2, 2022, the Loan Parties entered into that certain Amendment No. 2 to Subordinated Loan and Security Agreement (“Amendment No. 2”) the “Lenders and Collateral Agent. Pursuant to Amendment No. 2, among other things, Alimco Re Ltd. (the “Tranche B Lender”) made an additional $5,000,000 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement. Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan. The Additional Subordinated Loan is also 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. The Company will provide a limited guarantee of Kaspien’s obligations under the Additional 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 borrowers and guarantors thereunder 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 warrants to purchase up to 320,000 shares of common stock of the Company (subject to adjustment in accordance with the terms of the Warrants, the “Warrant Shares”) at an exercise price of $0.01 per share. The Warrants are exercisable during the period commencing on March 2, 2022 and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary thereof, or if such day is not a business day on the next succeeding business day, or (b) the occurrence of certain consolidations, mergers or similar extraordinary events involving the Company. As of April 30, 2022, all of the warrants remain outstanding. The value of the warrants of $1.6 million was allocated against the principal proceeds of the Subordinated Debt Agreement, of which $1.5 million was unamortized as of April 30, 2022. The value of the warrants was recognized as a discount based on the relative fair value of the consideration received, as an offset to APIC, which will be amortized over the life of the loan. 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 14, 2022, 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 of $2.0 million. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during fiscal 2021. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Apr. 30, 2022 | |
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. The Company no longer issues stock options under the Old Plans. Equity awards authorized for issuance under the New Plan total 250,000. As of April 30, 2022, of the awards authorized for issuance under the Stock Award Plans, 111,279 options were granted and are outstanding, 28,163 of which were vested and exercisable. Shares available for future grants of options and other share-based awards under the New Plan at April 30, 2022 were 144,346. The following table summarizes stock award activity during the thirteen weeks ended April 30, 2022: Employee Stock Award Plans Number of Shares Subject To Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Other Share Awards (1) Weighted Average Grant Fair Value Balance January 29 2022 85,965 $ 13.41 7.5 90,000 $ 15.39 Granted 15,000 6.55 9.9 - - Forfeited (17,880 ) 6.50 9.1 (55,000 ) 13.63 Canceled (6,806 ) 28.58 - - - Exercised - - - - - Balance April 30 2022 76,279 $ 11.04 7.1 35,000 $ 18.14 Exercisable April 30 2022 28,163 $ 17.07 4.4 - $ - (1) As of April 30, 2022, the intrinsic value of stock awards outstanding was $16,970 and the intrinsic value of stock awards exercisable was $15,110. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Apr. 30, 2022 | |
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. Comprehensive loss consists of net loss for all periods presented. |
Defined Benefit Plan
Defined Benefit Plan | 3 Months Ended |
Apr. 30, 2022 | |
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. As of February 28, 2020, no active employees were participants in the SERP. During the thirteen weeks ended April 30, 2022, 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 2022. 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 (amounts in thousands) April 30, 2022 May 1, 2021 Interest cost $ 89 $ 63 Net periodic pension cost $ 89 $ 63 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 3 Months Ended |
Apr. 30, 2022 | |
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 periods ended April 30, 2022 and May 1, 2021, the impact of all outstanding stock awards was not considered because the Company reported net losses in both 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 thirteen weeks ended April 30, 2022 and May 1, 2021 were approximately 0.1 million shares for both periods. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2022 | |
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 considering 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 29, 2022. 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 29, 2022, the Company had a net operating loss carry forward of $352.7 million for federal income tax purposes and approximately $214.4 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 | 3 Months Ended |
Apr. 30, 2022 | |
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. 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 denies that it breached the agreement. Moreover, on July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. Kaspien is seeking at least $229,000 from Vijuve for breach of contract and/or specific performance. A trial on all of the parties’ claims is scheduled for February 21, 2023. There is no determination of outcome, thus no contingencies are recognized as of the reporting date. 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 and/or its equity interest in Kaspien. The Company does not anticipate these contingencies being met in Fiscal 2022. On March 2, 2022, the Company entered into a Contingent Value Rights Agreement (the “Second CVR Agreement”) with the Tranche B Lender under the Subordinated Loan Agreement, pursuant to which the Tranche B Lender received contingent value rights (“Second CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien. The CVRs terminate upon the earlier to occur of (i) certain consolidations, mergers or similar extraordinary events involving Kaspien (and, if applicable, the making of a cash payment by the Company to the Lenders pursuant to the CVR Agreement in connection therewith) and (ii) March 2, 2032. |
Nature of Operations (Policies)
Nature of Operations (Policies) | 3 Months Ended |
Apr. 30, 2022 | |
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. Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart and Target, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies and mutually beneficial partnerships. We are guided by 5 core principles: • We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results. • We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often. • We create simplicity. We challenge the status quo. We take the complicated and simplify it. • We take ownership. We make things happen. We hold ourselves accountable and have a bias for action. • We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change. |
Liquidity and Cash Flows | Liquidity and Cash Flows: The Company’s primary sources of liquidity are its borrowing capacity under its Credit Facility, available cash and cash equivalents, and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working capital needed to operate Kaspien, including funding operating expenses, the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; 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 $4.4 million and $1.4 million for the thirteen weeks ended April 30, 2022 and May 1, 2021, respectively. The increase in the net loss was primarily attributable to a decrease in sales and gross margin. In addition, the Company has an accumulated deficit of $125.3 million as of April 30, 2022 and net cash used in operating activities for the thirteen weeks ended April 30, 2022 was $5.8 million. Net cash used in operating activities for the thirteen weeks ended May 1, 2021 was $2.5 million. As disclosed in the Company’s Annual Report on Form 10-K filed April 29, 2022, the Company experienced negative cash flows from operations during fiscal 2021 and 2020 and we expect to incur net losses in fiscal 2022. 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, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. The 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 thirteen weeks ended April 30, 2022 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. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the strategic initiatives for Kaspien and the availability of future funding. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of April 30, 2022, we had cash and cash equivalents of $0.8 million, net working capital of $16.5 million, and $10.5 in borrowings on our revolving credit facility, as further discussed below. As of January 29, 2022, the Company had borrowings of $10.0 million under the Credit Facility. As of April 30, 2022 and May 1, 2021, the Company had no outstanding letters of credit. The Company had $3.6 million and $10.9 million available for borrowing under the Credit Facility as of April 30, 2022 and May 1, 2021, 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 used the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans, 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 (as subsequently amended, the “Loan Agreement”) with Eclipse Business Capital LLC (f/k/a 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 April 7, 2021, the Loan Parties entered into Amendment No. 2 to the Loan Agreement (the “Second Amendment”. Pursuant to the Second Amendment, the In-Transit Inventory Sublimit (as defined in the Loan Agreement) was increased from $2,000,000 to $2,500,000. On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (i) the maturity of the credit facility has been extended to February 20, 2024, and the early termination fees have been accordingly reset; (ii) the LIBOR floor has been reduced to 1.00%; (iii) up to $4,000,000 of acquisitions are now allowed without Eclipse’s consent, subject to satisfaction of various conditions, including the Company having a trailing twelve month fixed charge coverage ratio of 1.20x and Excess Availability greater than the greater of (x) 20% of the average Borrowing Base for each 30 day period immediately prior to, and pro forma for, the purchase and (y) $1,500,000. On March 2, 2022, the Loan Parties entered into Amendment No. 4 to the Loan Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, among other things, the Credit Facility was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below). As of April 30, 2022, the Company had borrowings of $10.5 under the Credit Facility. The Company had no borrowing as of May 1, 2021. Subordinated Debt 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 (the “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 with a scheduled maturity date of May 22, 2023. As of April 30 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. Amendment No. 2 to Subordinated Loan and Security Agreement On March 2, 2022, the Loan Parties entered into that certain Amendment No. 2 to Subordinated Loan and Security Agreement (“Amendment No. 2”) with the “Lenders and the Collateral Agent. Pursuant to Amendment No. 2, among other things, Alimco Re Ltd. (the “Tranche B Lender”) made an additional $5,000,000 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement. Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan. The Additional Subordinated Loan is also 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. The Company will provide a limited guarantee of Kaspien’s obligations under the Additional 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 borrowers and guarantors thereunder taken as a whole and the occurrence of an uninsured loss to a material portion of collateral. The Loan Parties paid certain customary fees and expenses in connection with the Additional Subordinated Loan and Amendment No. 2. |
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 14, 2022, 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 of $2.0 million. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during fiscal 2021. 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 sales 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 re-openings of physical retail outlets and lifting of many restrictions by governmental authorities. During the third 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 Adopted Accounting P_2
Recently Adopted Accounting Pronouncements (Policies) | 3 Months Ended |
Apr. 30, 2022 | |
Recently Adopted Accounting Pronouncements [Abstract] | |
Recently Adopted 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 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) | 3 Months Ended |
Apr. 30, 2022 | |
Intangible Assets [Abstract] | |
Amortization Expense of Intangible Assets | Amortization expense of intangible assets for the thirteen weeks ended April 30, 2022 and May 1, 2021 consisted of the following: Thirteen Weeks Ended (amounts in thousands) April 30, 2022 May 1, 2021 Amortized intangible assets: Technology $ - $ 97 Trade names and trademarks - 160 Total amortization expense $ - $ 257 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): April 30, 2022 January 29, 2022 May 1, 2021 Cash and cash equivalents $ 828 $ 1,218 $ 5,030 Restricted cash 3,318 3,605 4,461 Total cash, cash equivalents and restricted cash $ 4,146 $ 4,823 $ 9,491 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Stock Based Compensation [Abstract] | |
Stock Option Activity Under Stock Award Plans | The following table summarizes stock award activity during the thirteen weeks ended April 30, 2022: Employee Stock Award Plans Number of Shares Subject To Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term Other Share Awards (1) Weighted Average Grant Fair Value Balance January 29 2022 85,965 $ 13.41 7.5 90,000 $ 15.39 Granted 15,000 6.55 9.9 - - Forfeited (17,880 ) 6.50 9.1 (55,000 ) 13.63 Canceled (6,806 ) 28.58 - - - Exercised - - - - - Balance April 30 2022 76,279 $ 11.04 7.1 35,000 $ 18.14 Exercisable April 30 2022 28,163 $ 17.07 4.4 - $ - (1) |
Defined Benefit Plan (Tables)
Defined Benefit Plan (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
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 (amounts in thousands) April 30, 2022 May 1, 2021 Interest cost $ 89 $ 63 Net periodic pension cost $ 89 $ 63 |
Nature of Operations, Summary (
Nature of Operations, Summary (Details) | 3 Months Ended |
Apr. 30, 2022 | |
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 | Apr. 30, 2022 | May 01, 2021 | Jan. 29, 2022 |
Liquidity and Cash Flows [Abstract] | ||||
Net loss | $ (4,428) | $ (1,416) | ||
Accumulated deficit | (125,322) | (114,279) | $ (120,894) | |
Net cash used in operating activities | (5,820) | (2,513) | ||
Cash and cash equivalents | 828 | 5,030 | 1,218 | |
Net working capital | 16,500 | |||
Borrowings | 10,508 | 0 | 9,966 | |
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 | 10,500 | 0 | $ 10,000 | |
Outstanding letters of credit | 0 | 0 | ||
Available borrowings | $ 3,600 | $ 10,900 |
Nature of Operations, Credit Fa
Nature of Operations, Credit Facility and Subordinated Debt Agreement (Details) | Sep. 17, 2021USD ($) | Apr. 30, 2022USD ($) | Mar. 02, 2022USD ($) | Jan. 29, 2022USD ($) | May 01, 2021USD ($) | Apr. 07, 2021USD ($) | Apr. 06, 2021USD ($) | Mar. 30, 2020USD ($) | Feb. 20, 2020USD ($) |
Credit Facility [Abstract] | |||||||||
Short-term borrowings | $ 10,508,000 | $ 9,966,000 | $ 0 | ||||||
Subordinated Loan Agreement [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Maturity date | Mar. 31, 2024 | ||||||||
Secured term loan | $ 5,000,000 | ||||||||
Unamortized debt issuance costs | $ 100,000 | ||||||||
Interest rate | 15.00% | ||||||||
Kaspien Inc. [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Unamortized debt issuance costs | 100,000 | ||||||||
Kaspien Inc. [Member] | Subordinated Loan Agreement [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Secured term loan | $ 5,200,000 | ||||||||
Credit Facility [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Borrowings | 0 | 0 | |||||||
Short-term borrowings | $ 10,500,000 | $ 10,000,000 | $ 0 | ||||||
Credit Facility [Member] | Kaspien Inc. [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Loan amount | $ 2,500,000 | $ 2,000,000 | |||||||
Term of loan | 4 years | ||||||||
Borrowings | $ 3,300,000 | ||||||||
Maturity date | Feb. 20, 2024 | ||||||||
Trailing period for fixed charge coverage ratio | 12 months | ||||||||
Fixed charge coverage ratio | 1.20 | ||||||||
Percentage of average borrowing base for excess availability | 20.00% | ||||||||
Period for borrowing base | 30 days | ||||||||
Minimum excess availability amount | $ 1,500,000 | ||||||||
Credit Facility [Member] | Kaspien Inc. [Member] | LIBOR [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Loan amount | $ 25,000,000 | ||||||||
Acquisitions value allowed without consent | $ 4,000,000 | ||||||||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | LIBOR [Member] | |||||||||
Credit Facility [Abstract] | |||||||||
Debt instrument, basis spread on variable rate | 4.50% |
Nature of Operations, Paycheck
Nature of Operations, Paycheck Protection Program (Details) - COVID-19 [Member] - Paycheck Protection Program [Member] - USD ($) | Jun. 15, 2021 | Jan. 29, 2022 | Apr. 17, 2020 |
CARES Act [Abstract] | |||
Payments of PPP loan | $ 76,452 | ||
Kaspien Inc. [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) | 3 Months Ended |
Apr. 30, 2022 | |
COVID-19 [Member] | |
Impact of COVID-19 [Abstract] | |
Percentage of corporate office staff working remotely | 100.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Amortized Intangible Assets [Abstract] | ||
Amortization expense | $ 0 | $ 257 |
Technology [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Amortization expense | 0 | 97 |
Trade Names and Trademarks [Member] | ||
Amortized Intangible Assets [Abstract] | ||
Amortization expense | $ 0 | $ 160 |
Depreciation and Amortization (
Depreciation and Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Depreciation and Amortization [Abstract] | ||
Depreciation and amortization | $ 0.3 | $ 0.6 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 29, 2022 | May 01, 2021 | Jan. 30, 2021 |
Restricted Cash and Cash Equivalents [Abstract] | ||||
Restricted cash, current asset | $ 1,158 | $ 1,158 | $ 1,184 | |
Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | 828 | 1,218 | 5,030 | |
Restricted cash | 3,318 | 3,605 | 4,461 | |
Total cash, cash equivalents and restricted cash | 4,146 | $ 4,823 | $ 9,491 | $ 6,555 |
Rabbi Trust [Member] | ||||
Restricted Cash and Cash Equivalents [Abstract] | ||||
Restricted cash, current asset | 1,200 | |||
Restricted cash, long-term asset | 2,200 | |||
Cash Equivalents and Restricted Cash [Abstract] | ||||
Restricted cash | $ 3,300 |
Debt, Credit Facility (Details)
Debt, Credit Facility (Details) | Sep. 17, 2021USD ($) | Apr. 30, 2022USD ($) | Jan. 29, 2022USD ($) | May 01, 2021USD ($) | Apr. 07, 2021USD ($) | Apr. 06, 2021USD ($) | Feb. 20, 2020USD ($) |
New Credit Facility [Abstract] | |||||||
Short-term borrowings | $ 10,508,000 | $ 9,966,000 | $ 0 | ||||
Other Assets [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Unamortized debt issuance costs | 100,000 | ||||||
Kaspien Inc. [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Unamortized debt issuance costs | $ 100,000 | ||||||
New Credit Facility [Member] | Kaspien Inc. [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Term of loan | 4 years | ||||||
New Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Loan amount | $ 25,000,000 | ||||||
Credit Facility [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Short-term borrowings | $ 10,500,000 | $ 10,000,000 | $ 0 | ||||
Credit Facility [Member] | Kaspien Inc. [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Loan amount | $ 2,500,000 | $ 2,000,000 | |||||
Term of loan | 4 years | ||||||
Maturity date | Feb. 20, 2024 | ||||||
Trailing period for fixed charge coverage ratio | 12 months | ||||||
Fixed charge coverage ratio | 1.20 | ||||||
Percentage of average borrowing base for excess availability | 20.00% | ||||||
Period for borrowing base | 30 days | ||||||
Minimum excess availability amount | $ 1,500,000 | ||||||
Credit Facility [Member] | Kaspien Inc. [Member] | LIBOR [Member] | |||||||
New Credit Facility [Abstract] | |||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||
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 | 25,000,000 | ||||||
Swing line loans | $ 5,000,000 | ||||||
Acquisitions value allowed without consent | $ 4,000,000 | ||||||
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 ($) | 3 Months Ended | ||
Apr. 30, 2022 | Mar. 02, 2022 | Mar. 30, 2020 | |
Kaspien Inc. [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Unamortized debt issuance costs | $ 100,000 | ||
Subordinated Loan [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Unamortized debt issuance costs | $ 300,000 | ||
Interest rate | 12.00% | ||
Warrants issued to purchase common stock (in shares) | 244,532 | ||
Warrants exercise price (in dollars per share) | $ 0.01 | ||
Value of warrants | $ 800,000 | ||
Number of remaining outstanding warrants (in shares) | 7,539 | ||
Subordinated Loan [Member] | Kaspien Inc. [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Secured term loan | $ 5,200,000 | ||
Maturity date | Mar. 31, 2024 | ||
Subordinated Loan [Member] | Alimco [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Warrants issued to purchase common stock (in shares) | 127,208 | ||
Subordinated Loan [Member] | Kick-Start [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Warrants issued to purchase common stock (in shares) | 23,401 | ||
Subordinated Loan [Member] | RJHDC [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Warrants issued to purchase common stock (in shares) | 93,923 | ||
Additional Subordinated Loan [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Secured term loan | $ 5,000,000 | ||
Unamortized debt issuance costs | $ 1,500,000 | ||
Interest rate | 15.00% | ||
Warrants issued to purchase common stock (in shares) | 320,000 | ||
Warrants exercise price (in dollars per share) | $ 0.01 | ||
Value of warrants | $ 1,600,000 | ||
Additional Subordinated Loan [Member] | Kaspien Inc. [Member] | |||
Subordinated Loan Agreement [Abstract] | |||
Maturity date | Mar. 31, 2024 |
Debt, Paycheck Protection Progr
Debt, Paycheck Protection Program (Details) - COVID-19 [Member] - Paycheck Protection Program [Member] - USD ($) | Jun. 14, 2022 | Jan. 29, 2022 | Apr. 17, 2020 |
CARES Act [Abstract] | |||
Payments of PPP loan | $ 76,452 | ||
Subsequent Event [Member] | |||
CARES Act [Abstract] | |||
Forgiveness of PPP Loan | $ 1,900,000 | ||
Kaspien [Member] | |||
CARES Act [Abstract] | |||
Loan amount | $ 2,000,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2022USD ($)Plan$ / sharesshares | Jan. 29, 2022$ / sharesshares | ||
Stock Awards [Abstract] | |||
Number of employee stock award plans | Plan | 3 | ||
Weighted Average Grant Fair Value [Abstract] | |||
Intrinsic value of stock awards outstanding | $ | $ 16,970 | ||
Intrinsic value of stock awards exercisable | $ | $ 15,110 | ||
Employee Stock Award Plans [Member] | |||
Number of Shares Subject to Option [Roll Forward] | |||
Balance (in shares) | 85,965 | ||
Granted (in shares) | 15,000 | ||
Forfeited (in shares) | (17,880) | ||
Canceled (in shares) | (6,806) | ||
Exercised (in shares) | 0 | ||
Balance (in shares) | 76,279 | 85,965 | |
Exercisable (in shares) | 28,163 | ||
Weighted Average Exercise Price [Abstract] | |||
Balance (in dollars per share) | $ / shares | $ 13.41 | ||
Granted (in dollars per share) | $ / shares | 6.55 | ||
Forfeited (in dollars per share) | $ / shares | 6.50 | ||
Canceled (in dollars per share) | $ / shares | 28.58 | ||
Exercised (in dollars per share) | $ / shares | 0 | ||
Balance (in dollars per share) | $ / shares | 11.04 | $ 13.41 | |
Exercisable (in dollars per share) | $ / shares | $ 17.07 | ||
Weighted Average Remaining Contractual Term [Abstract] | |||
Weighted average remaining contractual term | 7 years 1 month 6 days | 7 years 6 months | |
Granted | 9 years 10 months 24 days | ||
Forfeited | 9 years 1 month 6 days | ||
Exercisable | 4 years 4 months 24 days | ||
Other Share Awards [Abstract] | |||
Balance (in shares) | [1] | 90,000 | |
Granted (in shares) | [1] | 0 | |
Forfeited (in shares) | [1] | (55,000) | |
Cancelled (in shares) | [1] | 0 | |
Exercised (in shares) | [1] | 0 | |
Balance (in shares) | [1] | 35,000 | 90,000 |
Exercisable (in shares) | [1] | 0 | |
Weighted Average Grant Fair Value [Abstract] | |||
Balance (in dollars per share) | $ / shares | $ 15.39 | ||
Granted (in dollars per share) | $ / shares | 0 | ||
Forfeited (in dollars per share) | $ / shares | 13.63 | ||
Canceled (in dollars per share) | $ / shares | 0 | ||
Exercised (in dollars per share) | $ / shares | 0 | ||
Balance (in dollars per share) | $ / shares | 18.14 | $ 15.39 | |
Exercisable (in dollars per share) | $ / shares | $ 0 | ||
New Plan [Member] | |||
Stock Awards [Abstract] | |||
Equity awards authorized for issuance (in shares) | 250,000 | ||
Equity awards granted and are outstanding (in shares) | 111,279 | ||
Equity awards vested and exercisable (in shares) | 28,163 | ||
Shares available for future grants (in shares) | 144,346 | ||
[1] | Other Share Awards include deferred shares granted to executives and directors. |
Defined Benefit Plan (Details)
Defined Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Net Periodic Pension Cost [Abstract] | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Net | |
Supplemental Executive Retirement Plan [Member] | ||
Contributions by Employer [Abstract] | ||
Cash contributions by employer | $ 0 | |
Expected cash contributions by employer | 1,200 | |
Net Periodic Pension Cost [Abstract] | ||
Interest cost | 89 | $ 63 |
Net periodic pension cost | $ 89 | $ 63 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Details) - shares shares in Millions | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Basic and Diluted Loss Per Share [Abstract] | ||
Total anti-dilutive stock awards (in shares) | 0.1 | 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2022 | Jan. 29, 2022 | |
Federal [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 352.7 | |
Operating loss carryforward expiration year | 2040 | |
State [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 214.4 | |
Operating loss carryforward expiration year | 2040 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jul. 19, 2021 | Jun. 18, 2021 | Mar. 02, 2022 | Mar. 30, 2020 |
Legal Proceedings [Abstract] | ||||
Percentage of CVR to receive cash payment | 9.00% | 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 |