New York
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0-14818
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14-1541629
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||
(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, $0.01 par value per share
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KSPN
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NASDAQ Stock Market
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ITEM 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description | |
99.1 |
Kaspien Holding Inc. Press Release dated April 15, 2021.
|
Dated: April 15, 2021
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Kaspien Holding Inc.
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||
By: |
/s/ Edwin Sapienza
|
||
Name: Edwin Sapienza
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|||
Title: Chief Financial Officer
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• |
Significant Gross Merchandize Value and Revenue Increases, Driven by Outperformance in Retail and Ramp in Subscriptions Business, Lead to Operating Income Profitability for the Quarter.
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• |
More than 200% Increase in Subscription Partner Count in 2020 Drives Nearly 886% Increase in Fourth Quarter Segment Gross Merchandise Value Compared to Q4 2019, bringing Total Platform Gross Merchandise Value to
$246MM for 2020.
|
● |
Obtained approval to sell on Target.com through invite-only Target+ Program. As a Target+ partner, Kaspien is one of the only third-party sellers currently approved to sell on Target.com.
|
● |
Achieved milestone of $1 billion in lifetime net revenue through the Company’s combined e-commerce marketplaces since 2009.
|
● |
Appointed experienced strategic leader and Air Force veteran Scott Allen as Chief of Staff. Allen will focus on streamlining strategic initiatives, overseeing program management, and communicating objectives between departments as
the Company continues its growth at scale in 2021 and beyond.
|
● |
Appointed highly experienced Chief Technology Officer, Lisa Meisenbacher, to the Kaspien executive leadership team. Lisa joined Kaspien with over 20 years of experience in technology leadership roles at Fortune 500 companies.
|
● |
Raised approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses, in 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 Company intends to use the proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans focused on brand acquisition, investments in technology to enhance its
scalable platform and its core retail business.
|
● |
Partnered with Levin Consulting to provide omni-channel solutions for consumer technology brands, including a full spectrum of services for both traditional retail and ecommerce.
|
• |
Annual platform gross merchandise value for fiscal year 2020 was $246 million. Fourth quarter 2020 gross merchandise value (“GMV”) increased 86% to $73.9 million, compared to $39.7 million in the comparable year-ago period. Subscription
GMV increased 886% to $26.9 million (36.3% of total GMV), compared to $2.7 million (6.9%% of total GMV) in the same year-ago period.
|
• |
Total active partner count at year end was approximately 825, including nearly 693 retail partners and 132 subscription (Agency and SaaS) partners. The Company’s subscriptions partner base as of January 30, 2021 increased 207% compared to
fiscal 2019.
|
• |
Fourth Quarter GMV per active partner increased 87% to $90,000 from $48,000 in fiscal 2020 as compared fiscal 2019. The Company expects this metric to steadily grow over time as partners derive more value from the Kaspien platform, leading
to greater partner sales and increased engagement across more product lines.
|
• |
Subscription lifetime value to customer acquisition cost (“LTV:CAC”) ratio as of January 30, 2021 was 3.2x with an average payback period of 8.1 months. As subscription partners continue to mature and adopt more features of the Kaspien
platform, Company expects these metrics to improve over time.
|
• |
During the fiscal fourth quarter, subscription monthly recurring revenue (“MRR”) increased 17% to $153,000 from $131,000 at the end of the fiscal third quarter and increased 181% compared to $55,000 at the end of fiscal 2019.
|
• |
Retail segment gross revenue per partner for the fiscal fourth quarter increased 45% to $68,000 from $47,000 in the comparable year-ago period. During Fiscal 2020, revenue per partner increased 40% to $237,000 from $169,000 in fiscal 2019.
|
● |
Net revenue increased 29% to $45.5 million from $35.2 million in the comparable year-ago period. The increase in net revenue was primarily attributable to strength on the Amazon U.S. marketplace.
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● |
Gross profit increased 106% to $4.7 million (10.3% of net revenue) from $2.3 million (6.4% of net revenue) in the comparable year-ago period. The increase in gross profit was primarily attributable to an increase in the merchandise margin
rate to 47.4% from 45.9% in the comparable year-ago period. The table below summarizes the year-over-year comparison of gross margin:
|
Thirteen Weeks Ended
|
||||||||
(amounts in thousands)
|
January 30, 2021
|
February 1, 2020
|
||||||
Merchandise Gross Profit
|
21,569
|
16,165
|
||||||
% of Net Revenue
|
47.4
|
%
|
45.9
|
%
|
||||
Sales and Distribution Expenses
|
(16,891
|
)
|
(13,898
|
)
|
||||
Gross Profit
|
4,678
|
2,267
|
||||||
% of Net Revenue
|
10.3
|
%
|
6.4
|
%
|
● |
Selling, General & Administrative (“SG&A”) expenses decreased 29% to $4.1 million (9.1% of net revenue) from $5.8 million (16.6% of net revenue) in the same year-ago period. The decrease in SG&A expenses was primarily
attributable to a permanent $1.3 million reduction in corporate SG&A expenses.
|
● |
Income from continuing operations was $558,000, compared to a loss from continuing operations of $4.3 million in the same year-ago period. The improvement in operating results was primarily attributable to higher sales, improved gross
margins and the reduction in corporate SG&A expenses.
|
● |
Net loss was $139,000, or $0.07 per diluted share, compared to a net loss of $19.7 million, or $10.83 per diluted share, in the same year-ago period. Included in the results for the fiscal fourth quarter of 2019 was a loss of $16.5 million
from the Company’s discontinued fye business.
|
● |
Adjusted EBITDA (a non-GAAP metric reconciled below) was $1.4 million, compared to an adjusted EBITDA loss of $1.5 million in the same year-ago period.
|
● |
At year-end, the Company had $1.8 million in cash, compared to $3.0 million as of February 1, 2020. Subsequent to year-end, the Company raised approximately $13.5 million in gross proceeds, prior to deducting underwriting discounts,
commissions, and estimated offering expenses, in an underwritten offering of 416,600 shares of common stock at a price to the public of $32.50 per share.
|
● |
Borrowings under the credit facility as of January 30, 2021 were $6.3 million, compared to $13.1 million as of February 1, 2020. As of January 30, 2021, the Company had $5 million available for borrowing under its credit facility.
|
● |
Inventory at year end was $24.5 million, compared to $17.8 million in fiscal 2019.
|
● |
Net revenue increased 19% to $158.3 million from $133.2 million in fiscal 2019. The increase in net revenue was primarily attributable to strength on the Amazon U.S. marketplace.
|
● |
Gross profit increased 50% to $16.4 million (10.3% of net revenue) from $10.9 million (8.1% of net revenue) in fiscal 2019. The increase in gross profit was primarily attributable to an increase in the merchandise margin rate to 46.4% from
46.1% in the comparable year-ago period. The table below summarizes the year-over-year comparison of gross profit:
|
Fiscal Year Ended
|
||||||||
(amounts in thousands)
|
January 30, 2021
|
February 1, 2020
|
||||||
Merchandise Gross Profit
|
73,448
|
61,379
|
||||||
% of Net Revenue
|
46.4
|
%
|
46.1
|
%
|
||||
Sales and Distribution Expenses
|
(57,144
|
)
|
(50,528
|
)
|
||||
Gross Profit
|
16,304
|
10,851
|
||||||
% of Net Revenue
|
10.3
|
%
|
8.1
|
%
|
● |
SG&A expenses decreased 12% to $22.0 million (13.9% of net revenue) from $25.1 million (18.8% of net revenue) in fiscal 2019. The decrease in SG&A expenses was primarily attributable to permanent reductions in corporate SG&A
expenses.
|
● |
Loss from continuing operations was $5.7 million compared to $15.0 million in fiscal 2019. The improvement in operating results was primarily attributable to higher sales and gross margin as well as lower SG&A expenses.
|
● |
Net loss was $3.9 million, or $2.10 per diluted share, compared to a net loss of $58.7 million, or $32.35 per diluted share, in fiscal 2019. Included in the results for the fiscal year 2019 was a loss of $44.4 million from the Company’s
discontinued fye business.
|
● |
Adjusted EBITDA (a non-GAAP metric reconciled below) was $1.9 million compared to a loss of $3.8 million in fiscal 2019.
|
Thirteen Weeks Ended
|
Fiscal Year Ended
|
|||||||||||||||
(amounts in thousands)
|
January 30,
2021 |
February 1,
2020 |
January 30,
2021 |
February 1,
2020 |
||||||||||||
Net loss
|
$
|
(139
|
)
|
$
|
(19,659
|
)
|
$
|
(3,892
|
)
|
$
|
(58,744
|
)
|
||||
Income tax benefit
|
4
|
18
|
(3,542
|
)
|
44
|
|||||||||||
Loss from fye business, net of tax
|
-
|
16,464
|
-
|
44,351
|
||||||||||||
Interest expense (income)
|
693
|
(1,155
|
)
|
1,709
|
(647
|
)
|
||||||||||
Loss from continuing operations
|
558
|
(4,332
|
)
|
(5,725
|
)
|
(14,996
|
)
|
|||||||||
Corporate SG&A expenses
|
224
|
1,566
|
5,511
|
8,591
|
||||||||||||
Depreciation expense
|
586
|
491
|
2,140
|
1,799
|
||||||||||||
Asset impairment charge
|
-
|
765
|
-
|
765
|
||||||||||||
Adjusted EBITDA
|
$
|
1,368
|
$
|
(1,510
|
)
|
$
|
1,926
|
$
|
(3,841
|
)
|
Thirteen Weeks Ended
|
Fiscal Year Ended
|
|||||||||||||||
January 30,
2021
|
February 1,
2020
|
January 30,
2021
|
February 1,
2020
|
|||||||||||||
Net revenue
|
$
|
45,456
|
$
|
35,208
|
$
|
158,345
|
$
|
133,216
|
||||||||
Cost of sales
|
40,868
|
32,941
|
142,041
|
122,365
|
||||||||||||
Gross profit
|
4,678
|
2,267
|
16,304
|
10,851
|
||||||||||||
Selling, general and administrative expenses
|
4,120
|
5,834
|
22,029
|
25,082
|
||||||||||||
Asset impairment charge
|
-
|
765
|
-
|
765
|
||||||||||||
Income (loss) from continuing operations
|
558
|
(4,332
|
)
|
(5,725
|
)
|
(14,996
|
)
|
|||||||||
Interest expense (income)
|
693
|
(1,155
|
)
|
1,709
|
(647
|
) |
||||||||||
Loss from continuing operations before income tax (benefit) expense
|
(135
|
)
|
(3,177
|
)
|
(7,434
|
)
|
(14,349
|
)
|
||||||||
Income tax (benefit) expense
|
4
|
18
|
(3,542
|
)
|
44
|
|||||||||||
Loss from continuing operations
|
(139
|
)
|
(3,195
|
)
|
(3,892
|
)
|
(14,393
|
)
|
||||||||
Loss from fye business, net of tax
|
-
|
(16,464
|
)
|
-
|
(44,351
|
)
|
||||||||||
Net loss
|
$
|
(139
|
)
|
$
|
(19,659
|
)
|
$
|
(3,892
|
)
|
$
|
(58,744
|
)
|
||||
Basic and diluted loss per share
|
$
|
(0.07
|
)
|
$
|
(10.83
|
)
|
$
|
(2.10
|
)
|
$
|
(32.35
|
)
|
||||
Weighted average number of shares outstanding - basic and diluted
|
1,923
|
1,816
|
1,849
|
1,816
|
January 30,
2021
|
February 1,
2020
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
1,809
|
$
|
2,977
|
||||
Restricted cash
|
950
|
950
|
||||||
Accounts receivable
|
2,718
|
4,139
|
||||||
Merchandise inventory
|
24,515
|
17,836
|
||||||
Prepaid expenses and other current assets
|
564
|
2,974
|
||||||
Assets held for discontinued operations
|
-
|
51,189
|
||||||
Total current assets
|
30,556
|
80,065
|
||||||
Restricted cash
|
3,796
|
4,925
|
||||||
Fixed assets, net
|
2,268
|
2,190
|
||||||
Operating lease right-of-use assets
|
2,742
|
3,311
|
||||||
Intangible assets, net
|
732
|
1,760
|
||||||
Cash surrender value
|
3,856
|
3,353
|
||||||
Other assets
|
1,342
|
2,202
|
||||||
TOTAL ASSETS
|
$
|
45,292
|
$
|
97,806
|
||||
LIABILITIES
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
8,894
|
$
|
14,447
|
||||
Short-term borrowings
|
6,339
|
13,149
|
||||||
Accrued expenses and other current liabilities
|
2,512
|
3,521
|
||||||
Current portion of operating lease liabilities
|
596
|
534
|
||||||
Current portion of PPP loan
|
1,687
|
-
|
||||||
Liabilities held for discontinued operations
|
-
|
39,410
|
||||||
Total current liabilities
|
20,028
|
71,061
|
||||||
Operating lease liabilities
|
2,258
|
2,204
|
||||||
PPP loan
|
330
|
-
|
||||||
Long-term debt
|
5,000
|
-
|
||||||
Other long-term liabilities
|
16,182
|
20,026
|
||||||
TOTAL LIABILITIES
|
43,803
|
93,291
|
||||||
SHAREHOLDERS’ EQUITY
|
||||||||
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued)
|
-
|
-
|
||||||
Common stock ($0.01 par value; 200,000,000 shares authorized; 3,336,576 shares and 3,225,627 shares issued, respectively)
|
33
|
32
|
||||||
Additional paid-in capital
|
346,495
|
345,102
|
||||||
Treasury stock at cost (1,410,378 shares and 1,409,316 shares, respectively)
|
(230,169
|
)
|
(230,169
|
)
|
||||
Accumulated other comprehensive loss
|
(2,007
|
)
|
(1,479
|
)
|
||||
Accumulated deficit
|
(112,863
|
)
|
(108,971
|
)
|
||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,489
|
4,515
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
45,292
|
$
|
97,806
|