Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Apr. 15, 2023 | Jul. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 28, 2023 | ||
Current Fiscal Year End Date | --01-28 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 30 | ||
Entity Address, City or Town | Spokane | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 99216 | ||
City Area Code | 509 | ||
Local Phone Number | 900-6287 | ||
Title of 12(b) Security | Common Stock, $.01 par value per share | ||
Trading Symbol | KSPN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4.5 | ||
Entity Common Stock, Shares Outstanding | 4,965,003 | ||
Auditor Firm ID | 5525 | ||
Auditor Name | Fruci & Associates II, PLLC | ||
Auditor Location | Spokane, Washington |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,130 | $ 1,218 |
Restricted cash | 1,158 | 1,158 |
Accounts receivable | 1,169 | 2,335 |
Merchandise inventory | 26,704 | 29,277 |
Prepaid expenses and other current assets | 1,799 | 649 |
Total current assets | 31,960 | 34,637 |
Restricted cash | 1,338 | 2,447 |
Fixed assets, net | 1,999 | 2,335 |
Operating lease right-of-use assets | 1,505 | 2,144 |
Cash surrender value | 3,371 | 4,154 |
Other assets | 566 | 965 |
TOTAL ASSETS | 40,739 | 46,682 |
CURRENT LIABILITIES | ||
Accounts payable | 7,044 | 6,271 |
Short-term borrowings | 8,812 | 9,966 |
Accrued expenses and other current liabilities | 2,876 | 2,362 |
Current portion of operating lease liabilities | 695 | 649 |
Total current liabilities | 19,427 | 19,248 |
Operating lease liabilities | 1,019 | 1,608 |
Long-term debt | 9,790 | 4,356 |
Other long-term liabilities | 11,604 | 14,185 |
TOTAL LIABILITIES | 41,840 | 39,397 |
SHAREHOLDERS' EQUITY | ||
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued) | 0 | 0 |
Common stock ($0.01 par value; 200,000,000 shares authorized; 5,432,072 shares and 3,902,985 shares issued, respectively) | 54 | 39 |
Additional paid-in capital | 214,029 | 359,220 |
Treasury stock at cost (467,069 shares and 1,410,417 shares, respectively) | (76,132) | (230,170) |
Accumulated other comprehensive gain (loss) | 886 | (910) |
Accumulated deficit | (139,938) | (120,894) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | (1,101) | 7,285 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 40,739 | $ 46,682 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jan. 28, 2023 | Jan. 29, 2022 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 5,432,072 | 3,902,985 |
Treasury stock (in shares) | 467,069 | 1,410,417 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Net revenue | $ 128,228 | $ 143,713 |
Cost of sales | 103,838 | 110,940 |
Gross profit | 24,390 | 32,773 |
Selling, general and administrative expenses | 39,814 | 42,391 |
Loss from continuing operations | (15,424) | (9,618) |
Interest expense | 3,577 | 1,867 |
Other income | 0 | (3,481) |
Loss from operations before income tax | (19,001) | (8,004) |
Income tax expense | 43 | 27 |
Net loss | $ (19,044) | $ (8,031) |
Basic loss per share (in dollars per share) | $ (5.47) | $ (3.28) |
Diluted loss per share (in dollars per share) | $ (5.47) | $ (3.28) |
Weighted average number of shares outstanding - basic (in shares) | 3,482 | 2,448 |
Weighted average number of shares outstanding - diluted (in shares) | 3,482 | 2,448 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Net loss | $ (19,044) | $ (8,031) |
Pension actuarial gain adjustment | 1,796 | 1,097 |
Comprehensive loss | $ (17,248) | $ (6,934) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock At Cost [Member] | Accumulated Other Comprehensive Gain (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 | (8,031) | (8,031) |
Pension actuarial gain adjustment | 0 | 0 | 0 | 1,097 | 0 | 1,097 |
Exercise of warrants | $ 2 | 0 | $ (1) | 0 | 0 | 1 |
Exercise of warrants (in shares) | 138 | 0 | ||||
Common stock issued- Director grants | $ 0 | 184 | $ 0 | 0 | 0 | 184 |
Common stock issued- Director grants (in shares) | 9 | 0 | ||||
Exercise of stock options | $ 0 | 51 | $ 0 | 0 | 0 | 51 |
Exercise of stock options (in shares) | 2 | 0 | ||||
Amortization of unearned compensation/restricted stock amortization | $ 0 | 263 | $ 0 | 0 | 0 | 263 |
Issuance of shares, net of expense | $ 4 | 12,227 | $ 0 | 0 | 0 | 12,231 |
Issuance of shares, net of expense (in shares) | 417 | 0 | ||||
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 | (19,044) | (19,044) |
Pension actuarial gain adjustment | 0 | 0 | 0 | 1,796 | 0 | 1,796 |
Exercise of warrants | $ 15 | (49,789) | $ 49,774 | 0 | 0 | 0 |
Exercise of warrants (in shares) | 1,512 | 305 | ||||
Common stock issued- Director grants | $ 0 | 41 | $ 0 | 0 | 0 | 41 |
Common stock issued- Director grants (in shares) | 9 | 0 | ||||
Issuance of warrants | $ 0 | 1,518 | $ 0 | 0 | 0 | 1,518 |
Amortization of unearned compensation/restricted stock amortization | 0 | 165 | 0 | 0 | 0 | 165 |
Vested restricted shares | $ 0 | 1 | $ 0 | 0 | 0 | 1 |
Vested restricted shares (in shares) | 8 | 0 | ||||
Issuance of shares, net of expense | $ 0 | (97,127) | $ 104,264 | 0 | 0 | 7,137 |
Issuance of shares, net of expense (in shares) | 0 | 638 | ||||
Balance at Jan. 28, 2023 | $ 54 | $ 214,029 | $ (76,132) | $ 886 | $ (139,938) | $ (1,101) |
Balance (in shares) at Jan. 28, 2023 | 5,432 | (467) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (19,044) | $ (8,031) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of fixed assets | 1,234 | 1,364 |
Amortization of intangible assets | 0 | 732 |
Amortization of right-of-use asset | 639 | 598 |
Stock based compensation | 206 | 447 |
Warrant proceeds amortization to interest | 1,028 | 232 |
Interest on long term debt | 1,215 | 722 |
Forgiveness of PPP Loan | 0 | (1,963) |
Change in cash surrender value | 783 | (298) |
Changes in operating assets and liabilities that provide (use) cash: | ||
Accounts receivable | 581 | 382 |
Merchandise inventory | 2,574 | (4,762) |
Prepaid expenses and other current assets | (565) | (84) |
Other long-term assets | 399 | 376 |
Accounts payable | 774 | (2,622) |
Accrued expenses and other current liabilities | 269 | (74) |
Other long-term liabilities | (1,375) | (1,553) |
Net cash used in operating activities | (11,282) | (14,534) |
INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (898) | (1,431) |
Net cash provided by (used in) investing activities | (898) | (1,431) |
FINANCING ACTIVITIES: | ||
Payments of (proceeds from) long term borrowings | 5,000 | (1,600) |
Payments of (proceeds from) PPP Loan | 0 | (76) |
Proceeds from short term borrowings | 0 | 9,966 |
Payments of short-term borrowings | (1,154) | (6,339) |
Proceeds from stock offering | 7,137 | 12,231 |
Exercise of stock options | 0 | 51 |
Net cash provided by financing activities | 10,983 | 14,233 |
Net decrease in cash, cash equivalents, and restricted cash | (1,197) | (1,732) |
Cash, cash equivalents, and restricted cash, beginning of year | 4,823 | 6,555 |
Cash, cash equivalents, and restricted cash, end of year | 3,626 | 4,823 |
Supplemental disclosures and non-cash investing and financing activities: | ||
Interest paid | 772 | 480 |
Warrants issued with debt | $ 1,633 | $ 0 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 28, 2023 | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations: single Liquidity: The Company’s primary sources of liquidity are borrowing capacity under its revolving 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 and grow our business, including funding operating expenses and the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; and successful implementation of our strategy and planned activities. 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 consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company incurred net losses of $19.0 million and $8.0 million for the years ended January 28, 2023 and January 29, 2022, respectively, and has an accumulated deficit of $139.9 million as of January 28, 2023. The Company experienced negative cash flows from operations during fiscal 2022 and fiscal 2021 and we expect to incur net losses in 2023. As of January 28, 2023, we had cash and cash equivalents of $1.1 million, net working capital of $12.8 million, and outstanding borrowings of $8.8 million on our revolving credit facility, as further discussed below. This compares to $1.2 million in cash and cash equivalents and net working capital of $16.3 million and borrowings of $10.0 million on our revolving credit facility as of January 29, 2022. The consolidated financial statements for the fiscal year ended January 28, 2023 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the 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 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”). 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). The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. As of January 28, 2023, the Company had borrowings of $8.8 million under the Credit Facility. Peak borrowings under the Credit Facility during fiscal 2022 were $12.0 million. As of January 28, 2023, the Company had no outstanding letters of credit. The Company had $3.6 million available for borrowing under the Credit Facility as of January 28, 2023. Subordinated Debt Agreement and Amendment On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien. Pursuant to an amendment to the Subordinated Loan Agreement, there is a scheduled maturity date of March 31, 2024. As of January 28, 2023, unamortized debt issuance costs of $0.1 million are included in “Long-Term Debt” on the consolidated balance sheet. Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement. 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. I nterest 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 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during 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. 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. Basis of Presentation: Items Affecting Comparability: Concentration of Business Risks: The Company generates substantially all its revenue through the Amazon Marketplace. Therefore, the Company depends in large part on its relationship with Amazon for its continued growth. In particular, the Company depends on its ability to offer products on the Amazon Marketplace and on its timely delivery of products to customers. Cash and Cash Equivalents: Restricted Cash: Accounts Receivable: A Merchandise Inventory and Return Costs: Fixed Assets and Depreciation: The estimated useful lives are as follows: Fixtures and equipment 7 years Leasehold improvements 7 years Technology 1-5 years Major improvements and betterments to existing facilities and equipment are capitalized. Expenditures for maintenance and repairs are expensed as incurred. Long-Lived Assets: Commitments and Contingencies: Revenue Recognition: We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Retail Sales Retail revenue is primarily related to the sale of goods to customers. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon shipment to the customer. Additionally, estimated sales returns are calculated based on expected returns. Agency as a service Agency as a service revenue is primarily commission fees for services paid on a periodic basis with an additional fee based on percentage of gross merchandise value generated. The commissions earned from these arrangements are recognized when the services are rendered on a periodic basis with additional fees recognized as revenue is generated. Cost of Sales: Selling, General and Administrative Expenses (SG&A) Lease Accounting: Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. ROU assets are tested for impairment in the same manner as long-lived assets. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options. Lease agreements with lease and non-lease components are combined as a single lease component for all classes of underlying asset. Advertising Costs: Advertising and sales promotion costs are charged to operations, offset by direct vendor reimbursements, as incurred. Advertising costs primarily consist of Amazon marketing expenses which were $2.3 million and $2.2 million in fiscal 2022 and fiscal 2021, respectively. Income Taxes: The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense (benefit) in the Consolidated Statements of Operations. Comprehensive Loss: Comprehensive loss consists of net loss and a pension actuarial loss adjustment that is recognized in other comprehensive loss (see Note 9). Stock-Based Compensation: Loss Per Share: Fair Value of Financial Instruments: In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value, as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying value of life insurance policies included in other assets approximates fair value based on estimates received from insurance companies and are classified as Level 2 measurements within the hierarchy as defined by applicable accounting standards. The Company had no Level 3 financial assets or liabilities as of January 28, 2023 or as of January 29, 2022. Segment Information: The Company operates as a single |
Recently Adopted and Issued Acc
Recently Adopted and Issued Accounting Pronouncements | 12 Months Ended |
Jan. 28, 2023 | |
Recently Adopted and Issued Accounting Pronouncements [Abstract] | |
Recently Adopted and Issued Accounting Pronouncements | Note 2. Recently Adopted and Issued 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. Our adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. 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. |
Other Intangible Assets
Other Intangible Assets | 12 Months Ended |
Jan. 28, 2023 | |
Other Intangible Assets [Abstract] | |
Other Intangible Assets | Note 3. Other 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, 2021, the intangible assets were fully amortized. The changes in net intangibles from January 30, 2021 to January 29, 2022 were as follows: (amounts in thousands) January 30, 2021 Amortization January 29, 2022 Amortized intangible assets: Technology $ 259 $ 259 $ - Trade names and trademarks 473 473 - Net amortized intangible assets $ 732 $ 732 $ - |
Fixed Assets
Fixed Assets | 12 Months Ended |
Jan. 28, 2023 | |
Fixed Assets [Abstract] | |
Fixed Assets | Note 4. Fixed Assets Fixed assets consist of the following: January 28, 2023 January 29, 2022 (amounts in thousands) Capitalized software $ 5,576 $ 4,601 Fixtures and equipment 838 946 Leasehold improvements 45 45 Total fixed assets 6,459 5,592 Allowances for depreciation and amortization (4,460 ) (3,257 ) Fixed assets, net $ 1,999 $ 2,335 Depreciation expense included in fiscal 2022 and fiscal 2021 SG&A expenses within the Consolidated Statements of Operations were $1.2 million and $1.4 million, respectively. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Jan. 28, 2023 | |
Restricted Cash [Abstract] | |
Restricted Cash | Note 5. Restricted Cash As of January 28, 2023 and January 29, 2022, the Company had restricted cash of $3.6 million and $4.8 million, respectively. Restricted cash balance at the end of fiscal 2022 consisted of a $2.5 million rabbi trust that resulted from the death of the Company’s former Chairman, of which $1.2 million was classified as restricted cash in current assets and $1.3 million was classified as restricted cash as a long-term asset. Restricted cash balance at the end of fiscal 2021 consisted of a $3.6 million rabbi trust, that resulted from the death of the Company’s former Chairman, of which $1.2 million was classified as restricted cash in current assets and $2.4 million was classified as restricted cash as a long-term asset. A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): January 28, 2023 January 29, 2022 Cash and cash equivalents $ 1,130 $ 1,218 Restricted cash 2,496 3,605 Total cash, cash equivalents and restricted cash $ 3,626 $ 4,823 |
Debt
Debt | 12 Months Ended |
Jan. 28, 2023 | |
Debt [Abstract] | |
Debt | Note 6. 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”). 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). The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. As of January 28, 2023, the Company had borrowings of $8.8 million under the Credit Facility. Peak borrowings under the Credit Facility during fiscal 2022 were $12.0 million. As of January 28, 2023, the Company had no outstanding letters of credit. The Company had $3.6 million available for borrowing under the Credit Facility as of January 28, 2023. Subordinated Debt Agreement and Amendment On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien. Pursuant to an amendment to the Subordinated Loan Agreement, there is a scheduled maturity date of March 31, 2024. As of January 28, 2023, unamortized debt issuance costs of $0.1 million are included in “Long-Term Debt” on the consolidated balance sheet. Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement. 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 January 28, 2023, 5,126 warrants remain outstanding. The value of the warrants of $0.8 million was allocated against the principal proceeds of the Subordinated Debt Agreement, $0.2 million of which was unamortized as of January 28, 2023. 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”) 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 January 28, 2023, 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 $1.0 million was unamortized as of January 28, 2023. 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 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due of $2.0 million. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during fiscal 2021. |
Leases
Leases | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Leases | Note 7. Leases The Company currently leases its administrative offices and distribution center. During fiscal 2022 and fiscal 2021, the Company recorded net lease costs of $0.8 million, and did not record any contingent rentals. As of January 28, 2023, the maturity of lease liabilities is as follows: Operating Leases (amounts in thousands) 2023 $ 767 2024 652 2025 441 Thereafter - Total lease payments 1,860 Less: amounts representing interest (146 ) Present value of lease liabilities $ 1,714 Lease term and discount rate are as follows: As of January 28, 2023 Weighted-average remaining lease term (years) Operating leases 2.3 Weighted-average discount rate Operating leases 5 % Other information: Fiscal 2022 (amounts in thousands) Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 603 Future minimum rental payments required under the remaining leases for the administrative office and distribution center in Spokane, Washington as of January 28, 2023, are as follows (amounts in thousands): (amounts in thousands) Operating Leases 2023 $ 767 2024 652 2025 441 Thereafter - Total minimum lease payments $ 1,860 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Jan. 28, 2023 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | Note 8. Shareholders’ Equity The Company classifies repurchased shares as treasury stock on the Company’s Consolidated Balance Sheet. There were no treasury stock repurchases during fiscal 2022 and fiscal 2021. During fiscal 2022 and fiscal 2021, 16,750 and 9,000 shares were issued to Directors and employees, respectively. During fiscal 2021, 138,418 warrants related to the Subordinated Loan and Security Agreement were exercised for proceeds of $1,384. 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. On July 12, 2022, the Company entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with a single institutional investor for a private placement offering (“Private Placement”) of the Company’s common stock (the “Common Stock”) or pre-funded warrants, with each pre-funded warrant exercisable for one share of Common Stock (the “Pre-Funded Warrants”) and warrants exercisable for one share of Common Stock (the “Investor Warrants”). Pursuant to the PIPE Purchase Agreement, the Company issued and sold 1,818,182 shares (the “Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof together with Investor Warrants to purchase up to 2,457,160 shares of Common Stock. Each share of Common Stock and accompanying Investor Warrant was sold together at a combined offering price of $3.30 per share. As of January 28, 2023, the Pre-Funded Warrants were exercised in full. The Investor Warrants have an exercise price of $3.13 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The Investor Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions. On July 12, 2022, the Company also entered into a Securities Purchase Agreement (the “Registered Purchase Agreement”) with a single institutional investor, pursuant to which the Company agreed to issue and sell 638,978 shares (the “Registered Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof, with each Pre-Funded Warrant exercisable for one share of Common Stock (the “Offering”). Net proceeds from the Private Placement and the Offering, after deducting placement agent fees and other estimated offering expenses payable by the Company of $0.9 million, were approximately $7.1 million. The Company used the net proceeds for working capital and other general corporate purposes. The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, as of January 23, 2023: Exercise Number Price Outstanding $ 0.01 325,126 $ 3.13 2,457,160 2,782,286 The following table summarizes the warrant activity: Number of Shares Subject To Warrant Warrant Exercise Price Range Per Share Weighted Average Exercise Price Balance January 30, 2021 143,544 $ 0.01 $ 0.01 Granted - $ - - Exercised (138,418 ) $ 0.01 0.01 Balance January 29, 2022 5,126 $ 0.01 $ 0.01 Granted 5,133,400 $ 0.01-$3.30 3.00 Exercised (2,356,240 ) $ 3.13-$3.30 3.26 Balance January 28, 2023 2,782,286 $ 0.01-$3.13 $ 2.77 No cash dividends were paid in fiscal 2022 and fiscal 2021. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Jan. 28, 2023 | |
Benefit Plans [Abstract] | |
Benefit Plans | Note 9. Benefit Plans 401(k) Savings Plan Kaspien offers a 401(k) plan, the Kaspien Inc. 401(K) Plan, which permits participants to contribute up to the maximum allowable by IRS regulations. The Company matches 100% of the first 6% of employee contributions after completing one year of service. Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participant vesting of the Company’s matching contribution is based on the years of service completed by the participant. Participants are fully vested upon the completion of three years of service. All participant forfeitures of non-vested benefits are used to reduce the Company’s contributions or fees in future years. Total expense related to the matching contributions was approximately $342,000 and $324,000 in fiscal 2022 and fiscal 2021, respectively. Stock Award Plans As of January 28, 2023, there was approximately $0.2 million of unrecognized compensation cost related to stock option awards expected to be recognized as expense over a weighted average period of 2.9 years and $0.3 million of unrecognized compensation cost related to restricted share awards expected to be recognized as expense over a weighted average period of 1.5 years. Total compensation expense related to stock awards recognized in fiscal 2022 was $0.2 million. Total compensation expense related to stock awards recognized in fiscal 2021 was $0.4 million. The Company has outstanding awards under four 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 2005 Long Term Incentive and Share Award Plan (as amended and restated April 5, 2017 (the “Old Plans”); and Kaspien Holdings Inc. 2005 Long Term Incentive and Share Award Plan (as amended and restated on August 2, 2022) (the Equity awards authorized for issuance under the New Plan total 500,000. As of January 28, 2023, of the awards authorized for issuance under the Stock Award Plans, approximately 143,142 were granted and are outstanding, 26,696 of which were vested and exercisable. Shares available for future grants of options and other share-based awards under the New Plan as of January 28, 2023 were 443,000. The fair values of the options granted have been estimated at the date of grant using the Black - Scholes option pricing model with the following assumptions: 2022 2021 Dividend yield 0 % 0 % Expected stock price volatility 98.6%-140.2 % 100.6%-115.6 % Risk-free interest rate 2.73-4.36 % 1.29%-1.46 % Expected award life (in years) 4.93-7.12 4.93-6.98 Weighted average fair value per share of awards granted during the year $ 2.09 $ 20.58 The following table summarizes stock option activity under the Stock Award Plans: Employee and Director Stock Award Plans Number of Shares Subject To Option Stock Award Exercise Price Range Per Share Weighted Average Exercise Price Other Share Awards (1) Weighted Average Grant Fair Value/ Exercise Price Balance January 30, 2021 133,356 $ 3.51-$97.40 $ 20.41 - $ - Granted 6,637 $ 20.41-$32.54 25.69 111,500 16.09 Cancelled/Forfeited (51,625 ) $ 7.12-$36.00 33.36 (12,500 ) (18.07 ) Exercised (2,403 ) $ 7.12 7.12 (9,000 ) (20.41 ) Balance January 29, 2022 85,965 $ 3.51-$97.40 $ 13.41 90,000 $ 15.39 Granted 82,500 $ 0.85-$6.55 2.09 9,000 4.59 Cancelled/Forfeited (44,823 ) $ 0.85-$50.60 10.47 (62,750 ) (14.11 ) Exercised - $ - - (16,750 ) (10.92 ) Balance January 28, 2023 123,642 $ 0.85-$97.40 $ 6.00 19,500 $ 18.35 (1) As of January 28, 2023, the aggregate intrinsic value of all outstanding and vested awards based on the Company’s closing common stock price of $0.87 as of January 28, 2023 was $1,065 and $0, respectively. The aggregate intrinsic value represents the value which would have been received by the award holders had all award holders under the Stock Award Plans exercised their awards as of that date. Defined Benefit Plans The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain Executive Officers of the Company. The SERP, which is unfunded, provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements. The annual benefit amount is based on salary and bonus at the time of retirement and number of years of service. For each of fiscal 2022 and 2021, net periodic benefit cost recognized under the SERP totaled approximately $0.4 million and $0.3 million, respectively. The accrued pension liability for both plans was approximately $12.8 million and $15.3 million as of January 28, 2023 and January 29, 2022, respectively, and is recorded within other long-term liabilities on the Consolidated Balance Sheets. The accumulated benefit obligation for both plans was $14.8 million and $15.4 million as of the fiscal years ended January 28, 2023 and January 29, 2022, respectively. The following is a summary of the Company’s defined benefit pension plans as of each fiscal year-end: Obligation and Funded Status: (amounts in thousands) January 28, 2023 January 29, 2022 Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 15,343 $ 17,371 Service cost - - Interest cost 556 252 Actuarial gain (1,996 ) (1,096 ) Benefits paid (1,150 ) (1,184 ) Benefit obligation at end of year $ 12,753 $ 15,343 Fair value of plan assets at end of year $ - $ - Funded status $ (12,753 ) $ (15,343 ) Unrecognized net actuarial loss (2,015 ) (19 ) Accrued benefit cost $ (14,768 ) $ (15,362 ) Amounts recognized in the Consolidated Balance Sheets consist of: January 28, 2023 January 29, 2022 (amounts in thousands) Current liability $ (1,158 ) $ (1,158 ) Long term liability (11,604 ) (14,185 ) Accumulated other comprehensive loss (2,006 ) (12 ) Net amount recognized $ (14,768 ) $ (15,355 ) Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss: Net Periodic Benefit Cost: Fiscal Year 2022 2021 Service cost $ - $ - Interest cost 556 252 Amortization of actuarial net gain - - Net periodic benefit cost $ 556 $ 252 Other Changes in Benefit Obligations Recognized in Other Comprehensive Loss: 2022 2021 Net prior service cost recognized as a component of net periodic benefit cost $ - $ - Net actuarial (gain) loss arising during the period (1,796 ) (1,097 ) (1,796 ) (1,097 ) Income tax effect - - Total recognized in other comprehensive loss $ (1,796 ) $ (1,097 ) Total recognized in net periodic benefit cost and other comprehensive loss $ (1,240 ) $ (844 ) (amounts in thousands) January 28, January 29, 2023 2022 Net unrecognized actuarial loss $ (1,796 ) $ (1,097 ) Other actuarial adjustments (190 ) 907 Accumulated other comprehensive loss $ (1,986 ) $ (190 ) Tax expense 1,100 1,100 Accumulated other comprehensive loss $ (886 ) $ 910 The pre-tax components of accumulated other comprehensive loss, which have not yet been recognized as components of net periodic benefit cost as of January 28, 2023 and January 29, 2022 and the tax effect are summarized below. 2022 2021 Weighted-average assumptions used to determine benefit obligation: Discount rate 4.40 % 2.58 % Salary increase rate 0.00 % 0.00 % Measurement date Jan 31, 2023 Jan 31, 2022 Fiscal Year 2022 2021 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 4.40 % 2.58 % Salary increase rate N/A N/A The discount rate is based on the rates implicit in high-quality fixed-income investments currently available as of the measurement date. The Citigroup Pension Discount Curve (CPDC) rates are intended to represent the spot rates implied by the high-quality corporate bond market in the U.S. The projected benefit payments attributed to the projected benefit obligation have been discounted using the CPDC mid-year rates and the discount rate is the single constant rate that produces the same total present value. The following benefit payments over the next ten years are expected to be paid: Year Pension Benefits ( amounts in thousands 2023 1,149 2024 1,149 2025 1,269 2026 1,309 2027 1,309 2028 – 2032 6,376 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 28, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 10. Income Taxes Income tax expense consists of the following: Fiscal Year 2022 2021 (amounts in thousands) Federal - current $ - $ - State - current 43 27 Deferred - - Income tax (benefit) expense $ 43 $ 27 A reconciliation of the Company’s effective income tax rate with the federal statutory rate is as follows: Fiscal Year 2022 2021 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal tax effect (0.2 %) (0.3 %) Change in Valuation Allowance (22.4 %) (30.9 %) Cash surrender value - insurance / benefit program (0.5 %) 0.8 % Other 1.8 % 9.1 % Effective tax rate (0.3 %) (0.3 %) The Other category is comprised of various items, including the impacts of non-deductible entertainment, penalties and parking benefits and the refundable portion of the federal alternative minimum tax carryover credit. Significant components of the Company’s deferred tax assets are as follows: January 28, 2023 January 29, 2022 (amounts in thousands) DEFERRED TAX ASSETS Accrued Expenses $ 191 $ 159 Inventory 252 219 Retirement and compensation related accruals 3,622 3,769 Federal and state net operating loss and credit carry forwards 96,589 91,468 Losses on investment 853 853 Others 107 107 Gross deferred tax assets before valuation allowance 101,614 96,575 Less: valuation allowance (101,403 ) (96,331 ) Total deferred tax assets $ 211 $ 244 DEFERRED TAX LIABILITIES Fixed assets (211 ) (244 ) Total deferred tax liabilities $ (211 ) $ (244 ) NET DEFERRED TAX ASSET $ - $ - The Company, at the end of fiscal 2022, has a net operating loss carryforward of $369.1 million for federal income tax purposes which will expire at various times throughout 2040 with a portion being available indefinitely. The Company has approximately $224.4 million of net operating loss carryforward for state income tax purposes as of the end of fiscal 2022 that expire at various times through 2040 and are subject to certain limitations and statutory expiration periods. The state net operating loss carryforwards are subject to various business apportionment factors and multiple jurisdictional requirements when utilized. The Company has federal tax credit carryforwards of $0.5 million which will expire in 2026. The Company has state tax credit carryforwards of $0.2 million. 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 upon 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 the available objective evidence, management concluded that a full valuation allowance should be recorded against its deferred tax assets. As of January 28, 2023, the valuation allowance increased to $101.4 million from $96.3 million as of January 29, 2022. Management will continue to assess the valuation allowance against the gross deferred assets. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the respective years is provided below. Amounts presented excluded interest and penalties, where applicable, on unrecognized tax benefits: Fiscal Year 2022 2021 (amounts in thousands) Unrecognized tax benefits at beginning of year $ 413 $ 413 Decreases in tax positions from prior years - - Unrecognized tax benefits at end of year $ 413 $ 413 As of January 28, 2023, The Company’s practice is to recognize interest and penalties associated with its unrecognized tax benefits as a component of income tax expense in the Company’s Consolidated Statements of Operations. As of January 28, 2023, |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the following agreements with the Company entered into on March 30, 2020: • Subordinated Loan and Security Agreement (as amended), pursuant to which the Related Party Entities made a $5.2 million secured term loan ($2.7 million from Alimco, $0.5 million from Kick-Start, and $2.0 million from RJHDC) to Kaspien with a scheduled maturity date of March 31, 2024, interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount, and secured by a second priority security interest in substantially all of the assets of the Company and Kaspien; • Common Stock Purchase Warrants (“Warrants”), pursuant to which the Company issued warrants to purchase up to 244,532 shares of Common Stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the Warrants, at an exercise price of $0.01 per share. As of April 28, 2023, 236,993 of the Warrants had been exercised by the Related Party Entities and 5,126 warrants remained outstanding; • Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and 7.64% for RJHDC) received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien; and • Voting Agreement (the “Voting Agreement”), pursuant to which the Related Party Entities, the Trust, Mr. Simpson and their respective related entities agreed to how their respective shares of the Company’s capital stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board of Directors of the Company. On August 2, 2022, the parties entered into Amendment No. 1 to the Voting Agreement setting forth their agreements and understandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Certificate of Incorporation of the Company to set the size of the Board of Directors of the Company at four directors and (ii) the designation, election, removal, and replacement of members of the Board. On March 2, 2022, the Company entered into the following agreements with certain of the Related Parties: • An amendment to the Subordinated Loan and Security Agreement, pursuant to which Alimco made an additional $5,000,000.00 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, interest accruing at the rate fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan, and secured by a second priority security interest in substantially all of the assets of the Company and Kaspien; • Common Stock Purchase Warrant (“Alimco Warrant”), pursuant to which the Company issued warrants to purchase up to 320,000 shares of Common Stock to Alimco, subject to adjustment in accordance with the terms of the Alimco Warrant, at an exercise price of $0.01 per share. All such warrants were outstanding as of April 28, 2023; • Registration Rights Agreement, pursuant to which Alimco has been granted customary demand and piggyback registration rights with respect to the Warrant Shares issued upon exercise of the Alimco Warrant; and • Contingent Value Rights Agreement (the “Second CVR Agreement”) pursuant to which Alimco received additional contingent value rights (“Additional CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 28, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 12. 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. 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 appears to be seeking more than $1,000,000 in damages. Kaspien denies that it breached the agreement and denies that it has any liability to Vijuve. Moreover, on July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. On July 18, 2022, Kaspien filed additional counterclaims against Vijuve for fraud and negligent misrepresentation. Kaspien is seeking at least $229,000 from Vijuve for breach of contract and/or specific performance, as well as fraud and negligent misrepresentation. A trial on all of the parties’ claims is scheduled for September 18, 2023. On February 17, 2022, CA Washington, LLC (“CA”) filed a lawsuit against Kaspien Inc. in Wake County, North Carolina Superior Court (court file 22 CVS 2051). CA claims that Kaspien Inc. breached the contract between the parties by using CA’s technology platform to facilitate sales by third parties and by using CA’s technology to develop a competing platform. The lawsuit also includes an alternative claim for unjust enrichment and a claim for breach of North Carolina’s Unfair and Deceptive Trade Practices Act. CA seeks an unspecified amount of damages. Kaspien removed the lawsuit to federal court in the Eastern District of North Carolina (case number 5:22-cv-00111), filed an Answer denying CA’s claims, and asserted a counterclaim against CA for breach of contract and breach of the covenant of good faith and fair dealing. There is no determination of outcome, thus no contingencies are recognized as of the reporting date. The parties have agreed to resolve the lawsuit and are finalizing the necessary settlement documents. 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. The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and will not be transferable except in the limited circumstances specified in the CVR Agreement. The CVRs will not be evidenced by certificates or any other instruments and will not be registered with the Securities and Exchange Commission. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in the Company. No interest will accrue on any amounts payable in respect of the CVRs. The CVR will constitute a liability of the Company or Kaspien, as applicable, to the Tranche B Lender, payable prior to any dividends, liquidation preferences or other amounts owing to any stockholder of the Company or Kaspien, respectively. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Jan. 28, 2023 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Quarterly Financial Information (Unaudited) | Note 13. Quarterly Financial Information (Unaudited) Fiscal 2022 Quarter Ended Fiscal 2022 January 28, 2023 October 29, 2022 July 30, 2022 April 30, 2022 Net Revenue $ 128,228 $ 33,385 $ 29,145 $ 33,907 $ 31,791 Gross profit 24,390 4,235 6,575 6,729 6,851 Net loss $ (19,044 ) $ (6,639 ) $ (3,561 ) $ (4,416 ) $ (4,428 ) Basic and diluted loss per share $ (5.47 ) $ (1.34 ) $ (0.92 ) $ (1.69 ) $ (1.78 ) Fiscal 2021 Quarter Ended Fiscal 2021 January 29, 2022 October 30, 2021 (1) July 31, 2021 (2) May 1, 2021 Net Revenue $ 143,713 $ 36,034 $ 32,172 $ 34,890 $ 40,617 Gross profit 32,773 6,138 8,004 8,835 9,796 Net income (loss) $ (8,031 ) $ (5,811 ) $ (886 ) $ 82 $ (1,416 ) Diluted income (loss) per share $ (3.28 ) $ (2.33 ) $ (0.36 ) $ 0.03 $ (0.61 ) 1. Includes $1.6 million in other income related to an insurance settlement. 2. Includes $2.0 million in income related to the forgiveness of the PPP Loan. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 28, 2023 | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations: single |
Liquidity | Liquidity: The Company’s primary sources of liquidity are borrowing capacity under its revolving 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 and grow our business, including funding operating expenses and the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; and successful implementation of our strategy and planned activities. 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 consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company incurred net losses of $19.0 million and $8.0 million for the years ended January 28, 2023 and January 29, 2022, respectively, and has an accumulated deficit of $139.9 million as of January 28, 2023. The Company experienced negative cash flows from operations during fiscal 2022 and fiscal 2021 and we expect to incur net losses in 2023. As of January 28, 2023, we had cash and cash equivalents of $1.1 million, net working capital of $12.8 million, and outstanding borrowings of $8.8 million on our revolving credit facility, as further discussed below. This compares to $1.2 million in cash and cash equivalents and net working capital of $16.3 million and borrowings of $10.0 million on our revolving credit facility as of January 29, 2022. The consolidated financial statements for the fiscal year ended January 28, 2023 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the 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 |
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 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”). 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). The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans. As of January 28, 2023, the Company had borrowings of $8.8 million under the Credit Facility. Peak borrowings under the Credit Facility during fiscal 2022 were $12.0 million. As of January 28, 2023, the Company had no outstanding letters of credit. The Company had $3.6 million available for borrowing under the Credit Facility as of January 28, 2023. Subordinated Debt Agreement and Amendment On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (“Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien. Pursuant to an amendment to the Subordinated Loan Agreement, there is a scheduled maturity date of March 31, 2024. As of January 28, 2023, unamortized debt issuance costs of $0.1 million are included in “Long-Term Debt” on the consolidated balance sheet. Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement. 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. I nterest 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 15, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during 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. 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. |
Basis of Presentation | Basis of Presentation: |
Items Affecting Comparability | Items Affecting Comparability: |
Concentration of Business Risks | Concentration of Business Risks: The Company generates substantially all its revenue through the Amazon Marketplace. Therefore, the Company depends in large part on its relationship with Amazon for its continued growth. In particular, the Company depends on its ability to offer products on the Amazon Marketplace and on its timely delivery of products to customers. |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Restricted Cash | Restricted Cash: |
Accounts Receivable | Accounts Receivable: A |
Merchandise Inventory and Return Costs | Merchandise Inventory and Return Costs: |
Fixed Assets and Depreciation | Fixed Assets and Depreciation: The estimated useful lives are as follows: Fixtures and equipment 7 years Leasehold improvements 7 years Technology 1-5 years Major improvements and betterments to existing facilities and equipment are capitalized. Expenditures for maintenance and repairs are expensed as incurred. |
Long-Lived Assets | Long-Lived Assets: |
Commitments and Contingencies | Commitments and Contingencies: |
Revenue Recognition | Revenue Recognition: We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Retail Sales Retail revenue is primarily related to the sale of goods to customers. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon shipment to the customer. Additionally, estimated sales returns are calculated based on expected returns. Agency as a service Agency as a service revenue is primarily commission fees for services paid on a periodic basis with an additional fee based on percentage of gross merchandise value generated. The commissions earned from these arrangements are recognized when the services are rendered on a periodic basis with additional fees recognized as revenue is generated. |
Cost of Sales | Cost of Sales: |
Selling, General and Administrative Expenses (SG&A) | Selling, General and Administrative Expenses (SG&A) |
Lease Accounting | Lease Accounting: Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates for its population of leases. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. ROU assets are tested for impairment in the same manner as long-lived assets. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options. Lease agreements with lease and non-lease components are combined as a single lease component for all classes of underlying asset. |
Advertising Costs | Advertising Costs: Advertising and sales promotion costs are charged to operations, offset by direct vendor reimbursements, as incurred. Advertising costs primarily consist of Amazon marketing expenses which were $2.3 million and $2.2 million in fiscal 2022 and fiscal 2021, respectively. |
Income Taxes | Income Taxes: The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. It is the Company’s practice to recognize interest and penalties related to income tax matters in income tax expense (benefit) in the Consolidated Statements of Operations. |
Comprehensive Loss | Comprehensive Loss: Comprehensive loss consists of net loss and a pension actuarial loss adjustment that is recognized in other comprehensive loss (see Note 9). |
Stock-Based Compensation | Stock-Based Compensation: |
Loss Per Share | Loss Per Share: |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value, as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying value of life insurance policies included in other assets approximates fair value based on estimates received from insurance companies and are classified as Level 2 measurements within the hierarchy as defined by applicable accounting standards. The Company had no Level 3 financial assets or liabilities as of January 28, 2023 or as of January 29, 2022. |
Segment Information | Segment Information: The Company operates as a single |
Recently Adopted and Issued A_2
Recently Adopted and Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Jan. 28, 2023 | |
Recently Adopted and Issued Accounting Pronouncements [Abstract] | |
Recently Adopted and Issued 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. Our adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements and related disclosures. 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. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
Estimated Useful Lives | The estimated useful lives are as follows: Fixtures and equipment 7 years Leasehold improvements 7 years Technology 1-5 years |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Other Intangible Assets [Abstract] | |
Changes in Net Intangible Assets and Goodwill | The changes in net intangibles from January 30, 2021 to January 29, 2022 were as follows: (amounts in thousands) January 30, 2021 Amortization January 29, 2022 Amortized intangible assets: Technology $ 259 $ 259 $ - Trade names and trademarks 473 473 - Net amortized intangible assets $ 732 $ 732 $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Fixed Assets [Abstract] | |
Fixed Assets | Fixed assets consist of the following: January 28, 2023 January 29, 2022 (amounts in thousands) Capitalized software $ 5,576 $ 4,601 Fixtures and equipment 838 946 Leasehold improvements 45 45 Total fixed assets 6,459 5,592 Allowances for depreciation and amortization (4,460 ) (3,257 ) Fixed assets, net $ 1,999 $ 2,335 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands): January 28, 2023 January 29, 2022 Cash and cash equivalents $ 1,130 $ 1,218 Restricted cash 2,496 3,605 Total cash, cash equivalents and restricted cash $ 3,626 $ 4,823 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Maturity of Lease Liabilities | As of January 28, 2023, the maturity of lease liabilities is as follows: Operating Leases (amounts in thousands) 2023 $ 767 2024 652 2025 441 Thereafter - Total lease payments 1,860 Less: amounts representing interest (146 ) Present value of lease liabilities $ 1,714 |
Lease Term and Discount Rate | Lease term and discount rate are as follows: As of January 28, 2023 Weighted-average remaining lease term (years) Operating leases 2.3 Weighted-average discount rate Operating leases 5 % |
Other Information | Other information: Fiscal 2022 (amounts in thousands) Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 603 |
Future Minimum Rental Payments | Future minimum rental payments required under the remaining leases for the administrative office and distribution center in Spokane, Washington as of January 28, 2023, are as follows (amounts in thousands): (amounts in thousands) Operating Leases 2023 $ 767 2024 652 2025 441 Thereafter - Total minimum lease payments $ 1,860 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Shareholders' Equity [Abstract] | |
Summary of Warrant Activity | The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, as of January 23, 2023: Exercise Number Price Outstanding $ 0.01 325,126 $ 3.13 2,457,160 2,782,286 The following table summarizes the warrant activity: Number of Shares Subject To Warrant Warrant Exercise Price Range Per Share Weighted Average Exercise Price Balance January 30, 2021 143,544 $ 0.01 $ 0.01 Granted - $ - - Exercised (138,418 ) $ 0.01 0.01 Balance January 29, 2022 5,126 $ 0.01 $ 0.01 Granted 5,133,400 $ 0.01-$3.30 3.00 Exercised (2,356,240 ) $ 3.13-$3.30 3.26 Balance January 28, 2023 2,782,286 $ 0.01-$3.13 $ 2.77 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Benefit Plans [Abstract] | |
Stock Options, Valuation Assumptions | The fair values of the options granted have been estimated at the date of grant using the Black - Scholes option pricing model with the following assumptions: 2022 2021 Dividend yield 0 % 0 % Expected stock price volatility 98.6%-140.2 % 100.6%-115.6 % Risk-free interest rate 2.73-4.36 % 1.29%-1.46 % Expected award life (in years) 4.93-7.12 4.93-6.98 Weighted average fair value per share of awards granted during the year $ 2.09 $ 20.58 |
Stock Option Activity Under Stock Award Plans | The following table summarizes stock option activity under the Stock Award Plans: Employee and Director Stock Award Plans Number of Shares Subject To Option Stock Award Exercise Price Range Per Share Weighted Average Exercise Price Other Share Awards (1) Weighted Average Grant Fair Value/ Exercise Price Balance January 30, 2021 133,356 $ 3.51-$97.40 $ 20.41 - $ - Granted 6,637 $ 20.41-$32.54 25.69 111,500 16.09 Cancelled/Forfeited (51,625 ) $ 7.12-$36.00 33.36 (12,500 ) (18.07 ) Exercised (2,403 ) $ 7.12 7.12 (9,000 ) (20.41 ) Balance January 29, 2022 85,965 $ 3.51-$97.40 $ 13.41 90,000 $ 15.39 Granted 82,500 $ 0.85-$6.55 2.09 9,000 4.59 Cancelled/Forfeited (44,823 ) $ 0.85-$50.60 10.47 (62,750 ) (14.11 ) Exercised - $ - - (16,750 ) (10.92 ) Balance January 28, 2023 123,642 $ 0.85-$97.40 $ 6.00 19,500 $ 18.35 (1) |
Defined Benefit Pension Plans | The following is a summary of the Company’s defined benefit pension plans as of each fiscal year-end: Obligation and Funded Status: (amounts in thousands) January 28, 2023 January 29, 2022 Change in Projected Benefit Obligation: Benefit obligation at beginning of year $ 15,343 $ 17,371 Service cost - - Interest cost 556 252 Actuarial gain (1,996 ) (1,096 ) Benefits paid (1,150 ) (1,184 ) Benefit obligation at end of year $ 12,753 $ 15,343 Fair value of plan assets at end of year $ - $ - Funded status $ (12,753 ) $ (15,343 ) Unrecognized net actuarial loss (2,015 ) (19 ) Accrued benefit cost $ (14,768 ) $ (15,362 ) |
Amounts Recognized in the Consolidated Balance Sheets | Amounts recognized in the Consolidated Balance Sheets consist of: January 28, 2023 January 29, 2022 (amounts in thousands) Current liability $ (1,158 ) $ (1,158 ) Long term liability (11,604 ) (14,185 ) Accumulated other comprehensive loss (2,006 ) (12 ) Net amount recognized $ (14,768 ) $ (15,355 ) |
Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss | Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss: Net Periodic Benefit Cost: Fiscal Year 2022 2021 Service cost $ - $ - Interest cost 556 252 Amortization of actuarial net gain - - Net periodic benefit cost $ 556 $ 252 |
Other Changes in Benefit Obligations Recognized in Other Comprehensive Loss | Other Changes in Benefit Obligations Recognized in Other Comprehensive Loss: 2022 2021 Net prior service cost recognized as a component of net periodic benefit cost $ - $ - Net actuarial (gain) loss arising during the period (1,796 ) (1,097 ) (1,796 ) (1,097 ) Income tax effect - - Total recognized in other comprehensive loss $ (1,796 ) $ (1,097 ) Total recognized in net periodic benefit cost and other comprehensive loss $ (1,240 ) $ (844 ) |
Pre-Tax Components of Accumulated Other Comprehensive Income Unrecognized | (amounts in thousands) January 28, January 29, 2023 2022 Net unrecognized actuarial loss $ (1,796 ) $ (1,097 ) Other actuarial adjustments (190 ) 907 Accumulated other comprehensive loss $ (1,986 ) $ (190 ) Tax expense 1,100 1,100 Accumulated other comprehensive loss $ (886 ) $ 910 |
Weighted-Average Assumptions used to Determine Benefit Obligation and Net Periodic Benefit | 2022 2021 Weighted-average assumptions used to determine benefit obligation: Discount rate 4.40 % 2.58 % Salary increase rate 0.00 % 0.00 % Measurement date Jan 31, 2023 Jan 31, 2022 Fiscal Year 2022 2021 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 4.40 % 2.58 % Salary increase rate N/A N/A |
Expected Benefit Payments | The following benefit payments over the next ten years are expected to be paid: Year Pension Benefits ( amounts in thousands 2023 1,149 2024 1,149 2025 1,269 2026 1,309 2027 1,309 2028 – 2032 6,376 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Income Taxes [Abstract] | |
Income Tax Expense | Income tax expense consists of the following: Fiscal Year 2022 2021 (amounts in thousands) Federal - current $ - $ - State - current 43 27 Deferred - - Income tax (benefit) expense $ 43 $ 27 |
Reconciliation of Effective Income Tax Rate with Federal Statutory Rate | A reconciliation of the Company’s effective income tax rate with the federal statutory rate is as follows: Fiscal Year 2022 2021 Federal statutory rate 21.0 % 21.0 % State income taxes, net of federal tax effect (0.2 %) (0.3 %) Change in Valuation Allowance (22.4 %) (30.9 %) Cash surrender value - insurance / benefit program (0.5 %) 0.8 % Other 1.8 % 9.1 % Effective tax rate (0.3 %) (0.3 %) |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets are as follows: January 28, 2023 January 29, 2022 (amounts in thousands) DEFERRED TAX ASSETS Accrued Expenses $ 191 $ 159 Inventory 252 219 Retirement and compensation related accruals 3,622 3,769 Federal and state net operating loss and credit carry forwards 96,589 91,468 Losses on investment 853 853 Others 107 107 Gross deferred tax assets before valuation allowance 101,614 96,575 Less: valuation allowance (101,403 ) (96,331 ) Total deferred tax assets $ 211 $ 244 DEFERRED TAX LIABILITIES Fixed assets (211 ) (244 ) Total deferred tax liabilities $ (211 ) $ (244 ) NET DEFERRED TAX ASSET $ - $ - |
Reconciliation of Unrecognized Tax Benefits | Amounts presented excluded interest and penalties, where applicable, on unrecognized tax benefits: Fiscal Year 2022 2021 (amounts in thousands) Unrecognized tax benefits at beginning of year $ 413 $ 413 Decreases in tax positions from prior years - - Unrecognized tax benefits at end of year $ 413 $ 413 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Quarterly Financial Information (Unaudited) [Abstract] | |
Quarterly Financial Information | Fiscal 2022 Quarter Ended Fiscal 2022 January 28, 2023 October 29, 2022 July 30, 2022 April 30, 2022 Net Revenue $ 128,228 $ 33,385 $ 29,145 $ 33,907 $ 31,791 Gross profit 24,390 4,235 6,575 6,729 6,851 Net loss $ (19,044 ) $ (6,639 ) $ (3,561 ) $ (4,416 ) $ (4,428 ) Basic and diluted loss per share $ (5.47 ) $ (1.34 ) $ (0.92 ) $ (1.69 ) $ (1.78 ) Fiscal 2021 Quarter Ended Fiscal 2021 January 29, 2022 October 30, 2021 (1) July 31, 2021 (2) May 1, 2021 Net Revenue $ 143,713 $ 36,034 $ 32,172 $ 34,890 $ 40,617 Gross profit 32,773 6,138 8,004 8,835 9,796 Net income (loss) $ (8,031 ) $ (5,811 ) $ (886 ) $ 82 $ (1,416 ) Diluted income (loss) per share $ (3.28 ) $ (2.33 ) $ (0.36 ) $ 0.03 $ (0.61 ) 1. Includes $1.6 million in other income related to an insurance settlement. 2. Includes $2.0 million in income related to the forgiveness of the PPP Loan. |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies, Nature of Operations (Details) | 12 Months Ended |
Jan. 28, 2023 Segment | |
Nature of Operations [Abstract] | |
Number of reportable segments | 1 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies, Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 28, 2023 | Oct. 29, 2022 | Jul. 30, 2022 | Apr. 30, 2022 | Jan. 29, 2022 | Oct. 30, 2021 | [1] | Jul. 31, 2021 | [2] | May 01, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | |
Liquidity [Abstract] | ||||||||||||
Net loss | $ (6,639) | $ (3,561) | $ (4,416) | $ (4,428) | $ (5,811) | $ (886) | $ 82 | $ (1,416) | $ (19,044) | $ (8,031) | ||
Accumulated deficit | (139,938) | (120,894) | (139,938) | (120,894) | ||||||||
Cash and cash equivalents | 1,130 | 1,218 | 1,130 | 1,218 | ||||||||
Net working capital | 12,800 | 16,300 | 12,800 | 16,300 | ||||||||
Outstanding borrowings | 8,812 | 9,966 | 8,812 | 9,966 | ||||||||
Credit Facility [Member] | ||||||||||||
Liquidity [Abstract] | ||||||||||||
Outstanding borrowings | $ 8,800 | $ 10,000 | $ 8,800 | $ 10,000 | ||||||||
[1]Includes $1.6 million in other income related to an insurance settlement.[2]Includes $2.0 million in income related to the forgiveness of the PPP Loan. |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting Policies, Credit Facility and Subordinated Debt Agreement (Details) | 12 Months Ended | |||||||
Sep. 17, 2021 USD ($) | Jan. 28, 2023 USD ($) | Mar. 02, 2022 USD ($) | Jan. 29, 2022 USD ($) | Apr. 07, 2021 USD ($) | Apr. 06, 2021 USD ($) | Mar. 30, 2020 USD ($) | Feb. 20, 2020 USD ($) | |
Credit Facility [Abstract] | ||||||||
Short-term borrowings | $ 8,812,000 | $ 9,966,000 | ||||||
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% | |||||||
Kaspien Inc. [Member] | ||||||||
Credit Facility [Abstract] | ||||||||
Unamortized debt issuance costs | $ 100,000 | |||||||
Kaspien Inc. [Member] | Subordinated Loan Agreement [Member] | ||||||||
Credit Facility [Abstract] | ||||||||
Maturity date | Mar. 31, 2024 | |||||||
Secured term loan | $ 5,200,000 | |||||||
Credit Facility [Member] | ||||||||
Credit Facility [Abstract] | ||||||||
Short-term borrowings | $ 8,800,000 | $ 10,000,000 | ||||||
Peak borrowings | 12,000,000 | |||||||
Outstanding letters of credit | 0 | |||||||
Available borrowings | $ 3,600,000 | |||||||
Credit Facility [Member] | Kaspien Inc. [Member] | ||||||||
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 | 1.2 | |||||||
Percentage of average borrowing base for excess availability | 20% | |||||||
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% | |||||||
Credit Facility [Member] | Maximum [Member] | Kaspien Inc. [Member] | ||||||||
Credit Facility [Abstract] | ||||||||
Loan amount | $ 25,000,000 | |||||||
Acquisitions value allowed without consent | $ 4,000,000 | |||||||
Swing line loans | $ 5,000,000 |
Nature of Operations and Summ_7
Nature of Operations and Summary of Significant Accounting Policies, Paycheck Protection Program (Details) - USD ($) | 12 Months Ended | ||||
Jun. 15, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Apr. 17, 2020 | |
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 0 | $ 1,963,000 | |||
COVID-19 [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,900,000 | ||||
Payments of PPP loan | $ 76,452 | ||||
COVID-19 [Member] | Paycheck Protection Program [Member] | 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 and Summ_8
Nature of Operations and Summary of Significant Accounting Policies, Concentration of Business Risks (Details) - Net Revenue [Member] - Customer Concentration Risk [Member] - One Partner [Member] | 12 Months Ended |
Jan. 28, 2023 Partner | |
Concentration Risk [Line Items] | |
Concentration risk, partner | 1 |
Concentration risk, percentage | 20.40% |
Nature of Operations and Summ_9
Nature of Operations and Summary of Significant Accounting Policies, Accounts Receivable (Details) $ in Millions | Jan. 28, 2023 USD ($) |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
Allowance for doubtful accounts | $ 0.4 |
Nature of Operations and Sum_10
Nature of Operations and Summary of Significant Accounting Policies, Merchandise Inventory and Return Costs (Details) $ in Millions | 12 Months Ended |
Jan. 28, 2023 USD ($) | |
Merchandise Inventory and Return Costs [Abstract] | |
Obsolescence reserve | $ 1.2 |
Capitalized freight | $ 1.6 |
Nature of Operations and Sum_11
Nature of Operations and Summary of Significant Accounting Policies, Fixed Assets and Depreciation (Details) | 12 Months Ended |
Jan. 28, 2023 | |
Fixtures and Equipment [Member] | |
Fixed Assets [Abstract] | |
Estimated Useful Lives | 7 years |
Leasehold Improvements [Member] | |
Fixed Assets [Abstract] | |
Estimated Useful Lives | 7 years |
Technology [Member] | Minimum [Member] | |
Fixed Assets [Abstract] | |
Estimated Useful Lives | 1 year |
Technology [Member] | Maximum [Member] | |
Fixed Assets [Abstract] | |
Estimated Useful Lives | 5 years |
Nature of Operations and Sum_12
Nature of Operations and Summary of Significant Accounting Policies, Long-Lived Assets (Details) | 12 Months Ended |
Jan. 28, 2023 Segment | |
Long-Lived Assets [Abstract] | |
Number asset grouping segments | 1 |
Nature of Operations and Sum_13
Nature of Operations and Summary of Significant Accounting Policies, Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||
Marketing expense | $ 2.3 | $ 2.2 |
Nature of Operations and Sum_14
Nature of Operations and Summary of Significant Accounting Policies, Loss Per Share (Details) - shares | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||
Total anti-dilutive stock awards (in shares) | 124,000 | 86,000 |
Nature of Operations and Sum_15
Nature of Operations and Summary of Significant Accounting Policies, Segment Information (Details) | 12 Months Ended |
Jan. 28, 2023 Segment | |
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Amortized Intangible Assets [Roll Forward] | ||
Amortized intangible assets, Beginning balance | $ 0 | $ 732 |
Amortization of intangible assets | 0 | 732 |
Amortized intangible assets, Ending balance | 0 | |
Technology [Member] | ||
Amortized Intangible Assets [Roll Forward] | ||
Amortized intangible assets, Beginning balance | 0 | 259 |
Amortization of intangible assets | 259 | |
Amortized intangible assets, Ending balance | 0 | |
Trade Names and Trademarks [Member] | ||
Amortized Intangible Assets [Roll Forward] | ||
Amortized intangible assets, Beginning balance | $ 0 | 473 |
Amortization of intangible assets | 473 | |
Amortized intangible assets, Ending balance | $ 0 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Fixed Assets [Abstract] | ||
Total fixed assets | $ 6,459 | $ 5,592 |
Allowances for depreciation and amortization | (4,460) | (3,257) |
Fixed assets, net | 1,999 | 2,335 |
Depreciation expenses | 1,200 | 1,400 |
Capitalized Software [Member] | ||
Fixed Assets [Abstract] | ||
Total fixed assets | 5,576 | 4,601 |
Fixtures and Equipment [Member] | ||
Fixed Assets [Abstract] | ||
Total fixed assets | 838 | 946 |
Leasehold Improvements [Member] | ||
Fixed Assets [Abstract] | ||
Total fixed assets | $ 45 | $ 45 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 |
Restricted Cash and Cash Equivalents [Abstract] | |||
Restricted cash, current asset | $ 1,158 | $ 1,158 | |
Restricted cash, long-term asset | 1,300 | 2,400 | |
Cash Equivalents and Restricted Cash [Abstract] | |||
Cash and cash equivalents | 1,130 | 1,218 | |
Restricted cash | 2,496 | 3,605 | |
Total cash, cash equivalents and restricted cash | $ 3,626 | $ 4,823 | $ 6,555 |
Debt, Credit Facility (Details)
Debt, Credit Facility (Details) - Credit Facility [Member] | 12 Months Ended | ||||
Sep. 17, 2021 USD ($) | Jan. 28, 2023 USD ($) | Apr. 07, 2021 USD ($) | Apr. 06, 2021 USD ($) | Feb. 20, 2020 USD ($) | |
Credit Facility [Abstract] | |||||
Outstanding borrowings | $ 8,800,000 | ||||
Peak borrowings | 12,000,000 | ||||
Outstanding letters of credit | 0 | ||||
Available borrowings | $ 3,600,000 | ||||
Kaspien Inc. [Member] | |||||
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 | 1.2 | ||||
Percentage of average borrowing base for excess availability | 20% | ||||
Period for borrowing base | 30 days | ||||
Minimum excess availability amount | $ 1,500,000 | ||||
Kaspien Inc. [Member] | LIBOR [Member] | |||||
Credit Facility [Abstract] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Maximum [Member] | Kaspien Inc. [Member] | |||||
Credit Facility [Abstract] | |||||
Loan amount | $ 25,000,000 | ||||
Acquisitions value allowed without consent | $ 4,000,000 | ||||
Swing line loans | $ 5,000,000 |
Debt, Subordinated Debt Agreeme
Debt, Subordinated Debt Agreement and Amendment (Details) - USD ($) | 12 Months Ended | |||||
Jan. 28, 2023 | Apr. 28, 2023 | Mar. 02, 2022 | Jan. 29, 2022 | Jan. 30, 2021 | Mar. 30, 2020 | |
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 2,782,286 | 244,532 | ||||
Warrants exercise price (in dollars per share) | $ 2.77 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of remaining outstanding warrants (in shares) | 2,782,286 | 5,126 | 5,126 | 143,544 | ||
Kaspien Inc. [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Unamortized debt issuance costs | $ 100,000 | |||||
Alimco [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 320,000 | 127,208 | ||||
Warrants exercise price (in dollars per share) | $ 0.01 | |||||
Kick-Start [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 23,401 | |||||
RJHDC [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 93,923 | |||||
Subordinated Loan [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Unamortized debt issuance costs | $ 200,000 | |||||
Warrants issued to purchase common stock (in shares) | 244,532 | |||||
Warrants exercise price (in dollars per share) | $ 0.01 | |||||
Number of remaining outstanding warrants (in shares) | 5,126 | |||||
Value of warrants | $ 800,000 | |||||
Subordinated Loan [Member] | Kaspien Inc. [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Secured term loan | $ 5,200,000 | |||||
Maturity date | Mar. 31, 2024 | |||||
Subordinated Loan [Member] | Alimco [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 127,208 | |||||
Subordinated Loan [Member] | Kick-Start [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 23,401 | |||||
Subordinated Loan [Member] | RJHDC [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 93,923 | |||||
Additional Subordinated Loan [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Secured term loan | $ 5,000,000 | |||||
Unamortized debt issuance costs | $ 1,000,000 | |||||
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 | |||||
Interest rate | 15% | |||||
Additional Subordinated Loan [Member] | Kaspien Inc. [Member] | ||||||
Subordinated Debt Agreement [Abstract] | ||||||
Maturity date | Mar. 31, 2024 |
Debt, Paycheck Protection Progr
Debt, Paycheck Protection Program (Details) - USD ($) | 12 Months Ended | ||||
Jun. 15, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Apr. 17, 2020 | |
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 0 | $ 1,963,000 | |||
COVID-19 [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Forgiveness of PPP Loan | $ 1,900,000 | ||||
Payments of PPP loan | $ 76,452 | ||||
COVID-19 [Member] | Kaspien [Member] | Paycheck Protection Program [Member] | |||||
CARES Act [Abstract] | |||||
Loan amount | $ 2,000,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Lessee, Operating Lease, Description [Abstract] | ||
Net lease cost | $ 800 | $ 800 |
Operating leases, contingent rentals | 0 | $ 0 |
Maturity of Lease Liabilities [Abstract] | ||
2023 | 767 | |
2024 | 652 | |
2025 | 441 | |
Thereafter | 0 | |
Total lease payments | 1,860 | |
Less: amounts representing interest | (146) | |
Present value of lease liabilities | $ 1,714 | |
Operating Lease Term and Discount Rate [Abstract] | ||
Weighted-average remaining lease term | 2 years 3 months 18 days | |
Weighted-average discount rate | 5% | |
Cash Paid for Amounts Included in the Measurement of Operating Lease Liabilities [Abstract] | ||
Operating cash flows from operating leases | $ 603 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | |||||
Jul. 12, 2022 | Mar. 18, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | Apr. 28, 2023 | Mar. 30, 2020 | |
Shareholders' Equity [Abstract] | ||||||
Issuance of shares, net of expenses (in shares) | 0 | 0 | ||||
Warrants exercised (in shares) | 138,418 | 236,993 | ||||
Proceeds from issuance of warrants | $ 1,384 | |||||
Underwritten offering of common stock (in shares) | 416,600 | |||||
Share price (in dollars per share) | $ 32.5 | $ 0.87 | ||||
Gross proceeds of offering | $ 13,500,000 | |||||
Cash dividends paid | $ 0 | $ 0 | ||||
Warrants exercise price (in dollars per share) | $ 2.77 | $ 0.01 | $ 0.01 | |||
Proceeds from equity | $ 7,100,000 | |||||
Offering expenses | $ 900,000 | |||||
Outstanding Warrants to Purchase Common Stock [Abstract] | ||||||
Number Outstanding (in shares) | 2,782,286 | 244,532 | ||||
Warrants [Abstract] | ||||||
Outstanding, beginning (in shares) | 5,126 | 143,544 | ||||
Granted (in shares) | 5,133,400 | 0 | ||||
Exercised (in shares) | (2,356,240) | (138,418) | ||||
Outstanding, ending (in shares) | 2,782,286 | 5,126 | ||||
Warrant Exercise Price Range Per Share [Abstract] | ||||||
Outstanding, beginning (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Granted (in dollars per share) | 0 | |||||
Exercised (in dollars per share) | 0.01 | |||||
Outstanding, ending (in dollars per share) | 0.01 | |||||
Weighted Average Exercise Price Per Share [Abstract] | ||||||
Outstanding, beginning (in dollars per share) | 0.01 | 0.01 | ||||
Granted (in dollars per share) | 3 | 0 | ||||
Exercised (in dollars per share) | 3.26 | 0.01 | ||||
Outstanding, ending (in dollars per share) | 2.77 | $ 0.01 | ||||
Minimum [Member] | ||||||
Warrant Exercise Price Range Per Share [Abstract] | ||||||
Granted (in dollars per share) | 0.01 | |||||
Exercised (in dollars per share) | 3.13 | |||||
Outstanding, ending (in dollars per share) | 0.01 | |||||
Maximum [Member] | ||||||
Warrant Exercise Price Range Per Share [Abstract] | ||||||
Granted (in dollars per share) | 3.3 | |||||
Exercised (in dollars per share) | 3.3 | |||||
Outstanding, ending (in dollars per share) | $ 3.13 | |||||
Employee and Director [Member] | ||||||
Shareholders' Equity [Abstract] | ||||||
Shares issued to directors and employees (in shares) | 16,750 | 9,000 | ||||
PIPE Purchase Agreement [Member] | Pre-Funded Warrants [Member] | ||||||
Shareholders' Equity [Abstract] | ||||||
Warrant exercisable (in shares) | 1 | |||||
Outstanding Warrants to Purchase Common Stock [Abstract] | ||||||
Exercise Price (in dollars per share) | $ 0.01 | |||||
Number Outstanding (in shares) | 1,818,182 | 325,126 | ||||
PIPE Purchase Agreement [Member] | Investor Warrants [Member] | ||||||
Shareholders' Equity [Abstract] | ||||||
Share price (in dollars per share) | $ 3.3 | |||||
Warrant exercisable (in shares) | 1 | |||||
Warrants exercise price (in dollars per share) | $ 3.13 | |||||
Warrants expiration period | 5 years | |||||
Outstanding Warrants to Purchase Common Stock [Abstract] | ||||||
Exercise Price (in dollars per share) | $ 3.13 | |||||
Number Outstanding (in shares) | 2,457,160 | |||||
Weighted Average Exercise Price Per Share [Abstract] | ||||||
Outstanding, ending (in dollars per share) | $ 3.13 | |||||
Registered Purchase Agreement [Member] | Pre-Funded Warrants [Member] | ||||||
Shareholders' Equity [Abstract] | ||||||
Warrant exercisable (in shares) | 1 | |||||
Outstanding Warrants to Purchase Common Stock [Abstract] | ||||||
Number Outstanding (in shares) | 638,978 |
Benefit Plans, 401(k) Savings P
Benefit Plans, 401(k) Savings Plan (Details) - USD ($) | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
401(k) Savings Plan [Abstract] | ||
Employer contribution of salary | 100% | |
Employee contributions after completing one year of service | 6% | |
Participants fully vesting period | 3 years | |
Total expense related to matching contributions | $ 342,000 | $ 324,000 |
Benefit Plans, Stock Award Plan
Benefit Plans, Stock Award Plans (Details) | 12 Months Ended | |||
Jan. 28, 2023 USD ($) Plan $ / shares shares | Jan. 29, 2022 USD ($) $ / shares shares | Mar. 18, 2021 $ / shares | ||
Stock Awards [Abstract] | ||||
Total compensation expense recognized | $ | $ 200,000 | $ 400,000 | ||
Number of employee stock award plans | Plan | 4 | |||
Fair Values of Options Granted have been Estimated at the Date of Grant using the Black - Scholes Option Pricing Model [Abstract] | ||||
Dividend yield | 0% | 0% | ||
Weighted average fair value per share of awards granted during the year (in dollars per share) | $ 2.09 | $ 20.58 | ||
Weighted Average Grant Fair Value [Abstract] | ||||
Share price (in dollars per share) | $ 0.87 | $ 32.5 | ||
Intrinsic value of stock awards outstanding | $ | $ 1,065 | |||
Intrinsic value of vested awards | $ | $ 0 | |||
Minimum [Member] | ||||
Fair Values of Options Granted have been Estimated at the Date of Grant using the Black - Scholes Option Pricing Model [Abstract] | ||||
Expected stock price volatility | 98.60% | 100.60% | ||
Risk-free interest rate | 2.73% | 1.29% | ||
Expected award life (in years) | 4 years 11 months 4 days | 4 years 11 months 4 days | ||
Maximum [Member] | ||||
Fair Values of Options Granted have been Estimated at the Date of Grant using the Black - Scholes Option Pricing Model [Abstract] | ||||
Expected stock price volatility | 140.20% | 115.60% | ||
Risk-free interest rate | 4.36% | 1.46% | ||
Expected award life (in years) | 7 years 1 month 13 days | 6 years 11 months 23 days | ||
Employee Stock Award Plans [Member] | ||||
Stock Awards [Abstract] | ||||
Unrecognized compensation cost related to stock option awards | $ | $ 200,000 | |||
Weighted average period | 2 years 10 months 24 days | |||
Restricted Share [Member] | ||||
Stock Awards [Abstract] | ||||
Unrecognized compensation cost related to stock option awards | $ | $ 300,000 | |||
Weighted average period | 1 year 6 months | |||
New Plan [Member] | ||||
Stock Awards [Abstract] | ||||
Equity awards authorized for issuance (in shares) | shares | 500,000 | |||
Equity awards granted and are outstanding (in shares) | shares | 143,142 | |||
Equity awards vested and exercisable (in shares) | shares | 26,696 | |||
Shares available for future grants (in shares) | shares | 443,000 | |||
Employee and Director Stock Award Plans [Member] | ||||
Number of Shares Subject to Option [Roll Forward] | ||||
Balance (in shares) | shares | 85,965 | 133,356 | ||
Granted (in shares) | shares | 82,500 | 6,637 | ||
Cancelled/Forfeited (in shares) | shares | (44,823) | (51,625) | ||
Exercised (in shares) | shares | 0 | (2,403) | ||
Balance (in shares) | shares | 123,642 | 85,965 | ||
Stock Award Exercise Price Range Per Share [Abstract] | ||||
Exercised (in dollars per share) | $ 0 | $ 7.12 | ||
Weighted Average Exercise Price [Abstract] | ||||
Balance (in dollars per share) | 13.41 | 20.41 | ||
Granted (in dollars per share) | 2.09 | 25.69 | ||
Cancelled/Forfeited (in dollars per share) | 10.47 | 33.36 | ||
Exercised (in dollars per share) | 0 | 7.12 | ||
Balance (in dollars per share) | $ 6 | $ 13.41 | ||
Other Share Awards [Abstract] | ||||
Balance (in shares) | shares | [1] | 90,000 | 0 | |
Granted (in shares) | shares | [1] | 9,000 | 111,500 | |
Cancelled/Forfeited (in shares) | shares | [1] | (62,750) | (12,500) | |
Exercised (in shares) | shares | [1] | (16,750) | (9,000) | |
Balance (in shares) | shares | [1] | 19,500 | 90,000 | |
Weighted Average Grant Fair Value [Abstract] | ||||
Balance (in dollars per share) | $ 15.39 | $ 0 | ||
Granted (in dollars per share) | 4.59 | 16.09 | ||
Cancelled/Forfeited (in dollars per share) | (14.11) | (18.07) | ||
Exercised (in dollars per share) | (10.92) | (20.41) | ||
Balance (in dollars per share) | 18.35 | 15.39 | ||
Employee and Director Stock Award Plans [Member] | Minimum [Member] | ||||
Stock Award Exercise Price Range Per Share [Abstract] | ||||
Balance (in dollars per share) | 3.51 | 3.51 | ||
Granted (in dollars per share) | 0.85 | 20.41 | ||
Cancelled/Expired (in dollars per share) | 0.85 | 7.12 | ||
Balance (in dollars per share) | 0.85 | 3.51 | ||
Employee and Director Stock Award Plans [Member] | Maximum [Member] | ||||
Stock Award Exercise Price Range Per Share [Abstract] | ||||
Balance (in dollars per share) | 97.4 | 97.4 | ||
Granted (in dollars per share) | 6.55 | 32.54 | ||
Cancelled/Expired (in dollars per share) | 50.6 | 36 | ||
Balance (in dollars per share) | $ 97.4 | $ 97.4 | ||
[1]Other Share Awards include deferred shares granted to executives and directors. |
Benefit Plans, Defined Benefit
Benefit Plans, Defined Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Change in Projected Benefit Obligation [Roll Forward] | ||
Benefit obligation at beginning of year | $ 15,343 | $ 17,371 |
Service cost | 0 | 0 |
Interest cost | 556 | 252 |
Actuarial gain | (1,996) | (1,096) |
Benefits paid | (1,150) | (1,184) |
Benefit obligation at end of year | 12,753 | 15,343 |
Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] | ||
Fair value of plan assets at end of year | 0 | 0 |
Funded status | (12,753) | (15,343) |
Unrecognized net actuarial loss | (2,015) | (19) |
Accrued benefit cost | (14,768) | (15,362) |
Amounts Recognized in Consolidated Balance Sheets [Abstract] | ||
Current liability | (1,158) | (1,158) |
Long term liability | (11,604) | (14,185) |
Accumulated other comprehensive loss | (2,006) | (12) |
Net amount recognized | (14,768) | (15,355) |
Net Periodic Benefit Cost [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | $ 556 | 252 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax | |
Amortization of actuarial net gain | $ 0 | 0 |
Net periodic benefit cost | 556 | 252 |
Other Changes in Benefit Obligations Recognized in Other Comprehensive Loss [Abstract] | ||
Net prior service cost recognized as a component of net periodic benefit cost | 0 | 0 |
Net actuarial (gain) loss arising during the period | (1,796) | (1,097) |
Total | (1,796) | (1,097) |
Income tax effect | 0 | 0 |
Total recognized in other comprehensive loss | (1,796) | (1,097) |
Total recognized in net periodic benefit cost and other comprehensive loss | (1,240) | (844) |
Pre-tax Components of Accumulated Other Comprehensive Loss [Abstract] | ||
Net unrecognized actuarial loss | (1,796) | (1,097) |
Other actuarial adjustments | (190) | 907 |
Accumulated other comprehensive loss | (1,986) | (190) |
Tax expense | 1,100 | 1,100 |
Accumulated other comprehensive loss | $ (886) | $ 910 |
Weighted-average assumptions used to determine benefit obligation [Abstract] | ||
Discount rate | 4.40% | 2.58% |
Salary increase rate | 0% | 0% |
Measurement date | Jan. 31, 2023 | Jan. 31, 2022 |
Weighted-average assumptions used to determine net periodic benefit cost [Abstract] | ||
Discount rate | 4.40% | 2.58% |
Expected Future Benefit Payments [Abstract] | ||
2023 | $ 1,149 | |
2024 | 1,149 | |
2025 | 1,269 | |
2026 | 1,309 | |
2027 | 1,309 | |
2028 - 2032 | 6,376 | |
SERP [Member] | ||
Net Periodic Benefit Cost [Abstract] | ||
Net periodic benefit cost | $ 400 | $ 300 |
Income Taxes, Income Tax Expens
Income Taxes, Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Income Tax Expense [Abstract] | ||
Federal - current | $ 0 | $ 0 |
State - current | 43 | 27 |
Deferred | 0 | 0 |
Income tax (benefit) expense | $ 43 | $ 27 |
Income Taxes, Reconciliation of
Income Taxes, Reconciliation of Effective Income Tax Rate with Federal Statutory Rate (Details) | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Reconciliation of Effective Income Tax Rate [Abstract] | ||
Federal statutory rate | 21% | 21% |
State income taxes, net of federal tax effect | (0.20%) | (0.30%) |
Change in Valuation Allowance | (22.40%) | (30.90%) |
Cash surrender value - insurance / benefit program | (0.50%) | 0.80% |
Other | 1.80% | 9.10% |
Effective tax rate | (0.30%) | (0.30%) |
Income Taxes, Significant Compo
Income Taxes, Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
DEFERRED TAX ASSETS [Abstract] | ||
Accrued Expenses | $ 191 | $ 159 |
Inventory | 252 | 219 |
Retirement and compensation related accruals | 3,622 | 3,769 |
Federal and state net operating loss and credit carry forwards | 96,589 | 91,468 |
Losses on investment | 853 | 853 |
Others | 107 | 107 |
Gross deferred tax assets before valuation allowance | 101,614 | 96,575 |
Less: valuation allowance | (101,403) | (96,331) |
Total deferred tax assets | 211 | 244 |
DEFERRED TAX LIABILITIES [Abstract] | ||
Fixed assets | (211) | (244) |
Total deferred tax liabilities | (211) | (244) |
NET DEFERRED TAX ASSET | 0 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 369,100 | |
Operating loss carryforward expiration year | 2040 | |
Deferred tax assets, tax credit carryforwards | $ 500 | |
Tax credit carryforward, expiration year | 2026 | |
State [Member] | ||
Operating Loss Carryforwards Components [Abstract] | ||
Net operating loss carryforwards | $ 224,400 | |
Operating loss carryforward expiration year | 2040 | |
Tax credit carryforward, amount | $ 200 |
Income Taxes, Reconciliation _2
Income Taxes, Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Reconciliation of Unrecognized Tax Benefits [Abstract] | ||
Unrecognized tax benefits at beginning of year | $ 413 | $ 413 |
Decreases in tax positions from prior years | 0 | 0 |
Unrecognized tax benefits at end of year | 413 | $ 413 |
Unrecognized tax benefits that would impact effective tax rate | $ 400 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Mar. 02, 2022 | Mar. 30, 2020 | Jan. 28, 2023 | Apr. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Operating Leases [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 244,532 | 2,782,286 | ||||
Warrants exercise price (in dollars per share) | $ 0.01 | $ 2.77 | $ 0.01 | $ 0.01 | ||
Number of warrants exercised (in shares) | 236,993 | 138,418 | ||||
Number of remaining outstanding warrants (in shares) | 2,782,286 | 5,126 | 5,126 | 143,544 | ||
Percentage of CVR to receive cash payment | 19.90% | |||||
Subordinated Loan Agreement [Member] | ||||||
Operating Leases [Abstract] | ||||||
Related party debt | $ 5,000,000,000 | $ 5,200 | ||||
Maturity date | Mar. 31, 2024 | Mar. 31, 2024 | ||||
Interest rate | 15% | 12% | ||||
Alimco [Member] | ||||||
Operating Leases [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 127,208 | 320,000 | ||||
Warrants exercise price (in dollars per share) | $ 0.01 | |||||
Percentage of CVR to receive cash payment | 9% | 10.35% | ||||
Alimco [Member] | Subordinated Loan Agreement [Member] | ||||||
Operating Leases [Abstract] | ||||||
Related party debt | $ 2,700 | |||||
Kick-Start [Member] | ||||||
Operating Leases [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 23,401 | |||||
Percentage of CVR to receive cash payment | 1.90% | |||||
Kick-Start [Member] | Subordinated Loan Agreement [Member] | ||||||
Operating Leases [Abstract] | ||||||
Related party debt | $ 500 | |||||
RJHDC [Member] | ||||||
Operating Leases [Abstract] | ||||||
Warrants issued to purchase common stock (in shares) | 93,923 | |||||
Percentage of CVR to receive cash payment | 7.64% | |||||
RJHDC [Member] | Subordinated Loan Agreement [Member] | ||||||
Operating Leases [Abstract] | ||||||
Related party debt | $ 2,000 |
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% | 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 | |||
Vijuve Inc. [Member] | Minimum [Member] | ||||
Legal Proceedings [Abstract] | ||||
Damages sought value | $ 1,000,000 | |||
Damages claims value | $ 229,000 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 28, 2023 | Oct. 29, 2022 | Jul. 30, 2022 | Apr. 30, 2022 | Jan. 29, 2022 | Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Jan. 28, 2023 | Jan. 29, 2022 | |||
Quarterly Financial Information [Abstract] | ||||||||||||
Net Revenue | $ 33,385 | $ 29,145 | $ 33,907 | $ 31,791 | $ 36,034 | $ 32,172 | [1] | $ 34,890 | [2] | $ 40,617 | $ 128,228 | $ 143,713 |
Gross profit | 4,235 | 6,575 | 6,729 | 6,851 | 6,138 | 8,004 | [1] | 8,835 | [2] | 9,796 | 24,390 | 32,773 |
Net income (loss) | $ (6,639) | $ (3,561) | $ (4,416) | $ (4,428) | $ (5,811) | $ (886) | [1] | $ 82 | [2] | $ (1,416) | $ (19,044) | $ (8,031) |
Basic income (loss) per share (in dollars per share) | $ (1.34) | $ (0.92) | $ (1.69) | $ (1.78) | $ (2.33) | $ (0.36) | [1] | $ 0.03 | [2] | $ (0.61) | $ (5.47) | $ (3.28) |
Diluted income (loss) per share (in dollars per share) | $ (1.34) | $ (0.92) | $ (1.69) | $ (1.78) | $ (5.47) | $ (3.28) | ||||||
Other income related to an insurance settlement | $ 1,600 | |||||||||||
Income related to forgiveness of PPP Loan | $ 2,000 | |||||||||||
[1]Includes $1.6 million in other income related to an insurance settlement.[2]Includes $2.0 million in income related to the forgiveness of the PPP Loan. |