UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): September 12, 2023

Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)


New York
0-14818
14-1541629
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

2818 N. Sullivan Rd. Ste 130
Spokane Valley, WA 99216
 
 
 
(Address of Principal Executive Offices, and Zip Code)

 509-900-6287
 
 
 
Registrant’s Telephone Number, Including Area Code

     
 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


 ☐
 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐
 Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐
 Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common shares, $0.01 par value per share
KSPN
OTCQB

ITEM 2.02.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On September 12, 2023, Kaspien Holding Inc. issued a press release announcing its financial results for its Second Quarter ended July 29, 2023.  A copy of Kaspien Holdings Inc. press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements. The statements contained herein that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this document to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially from the results expressed in the statements. The following factors are among those that may cause actual results to differ materially from the Company’s forward-looking statements:  risk of disruption of current plans and operations of etailz and the potential difficulties in customer, supplier and employee retention; the outcome of any legal proceedings that may be instituted against the Company; the Company’s level of debt and related restrictions and limitations, unexpected costs, charges, expenses, or liabilities; the Company’s ability to operate as a going-concern; deteriorating economic conditions and macroeconomic factors; and other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

The reader should keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the date on which we make it. New risks and uncertainties come up from time-to-time and it’s impossible for us to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that any forward-looking statements made in this document or elsewhere might not occur.

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

(d)EXHIBITS. The following are furnished as Exhibits to this Report:
 
Exhibit
 
No. Description

--- -----------
 
99.1 Kaspien Holding Inc. Press Release dated September 12, 2023.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: September 18, 2023
Kaspien Holding Inc.
   
 
By:
/s/ Edwin Sapienza  
 
Name: Edwin Sapienza
 
Title: Chief Financial Officer
EXHIBIT INDEX
 
Exhibit No.
Description
   
Kaspien Holding Inc. press release date September 12, 2023

Exhibit 99.1
Kaspien Holdings Inc. Reports Fiscal Second Quarter 2023 Results
SPOKANE, Wash. – September 12, 2023 – Kaspien Holdings Inc. (OTCQB: KSPN) (“Kaspien” or the “Company”), a leading e-commerce marketplace growth platform, today reported financial results for the fiscal second quarter ended July 29, 2023.
Management Commentary
“The second quarter built on the progress achieved in the first quarter with improved gross profit margins and lower operating expenses driving a $2.5 million improvement in operating income.” said Kaspien CEO Brock Kowalchuk. “We continue to focus on operational rigor and improving our balance sheet. I’m proud of the hard work and results our team has delivered for our business and brand partners.”
Fiscal Second Quarter 2023 Financial Results
Results compare 2023 fiscal second quarter ended -July 29, 2023 to 2022 fiscal second quarter ended July  30, 2022 unless otherwise indicated.

●
Net revenue was $33.1 million for the thirteen weeks ended July 29, 2023 a 2.3% decrease from the comparable prior year period. The decrease in net revenue was primarily attributable to a decrease in subscription revenue due to the sale of the Company’s agency business. Revenue from the Company’s Fulfillment by Amazon (“FBA”) US segment increased 0.4% as compared to the prior year period.
 

 		●
Gross profit was $7.3 million for the thirteen weeks ended July 29, 2023, as compared to $6.7 million for the comparable prior year period. The increase in gross profit was primarily attributable to a reduction in fulfillment fees and warehousing and freight expenses. Gross profit as a percentage of net revenue was 22.1% as compared to 19.8% for the thirteen weeks ended July 31, 2022. Merchandise margin for the thirteen-week period ending July 29, 2023 was 39.7% as compared to 41.6% for the comparable prior year period.
 
    Thirteen Weeks Ended
  
(amounts in thousands)
  
July 29,
2023
    
July 30,
2022
  
             
Merchandise margin
  
$
13,162
    
$
14,121
  
% of net revenue
    
39.7
%
    
41.6
%
                 
Fulfillment fees
    
(3,945
)
    
(4,654
)
Warehousing and freight
    
(1,899
)
    
(2,738
)
Gross profit
  
$
7,318
    
$
6,729
  
                 
% of net revenue     22.1
%     19.8
%


●
Selling, General and Administrative expenses (“SG&A”) decreased 19.1% to $8.3 million or 24.9% of net revenue from $10.2 million or 30.1% of net revenue in the comparable year-ago period. The decrease in SG&A expenses was primarily attributable to a $1.6 million decrease in general and administrative expenses.
 

 		●
Loss from operations was $0.9 million, compared to a loss from operations of $3.5 million in the comparable year-ago period. The decrease in operating loss was the result of the increase in gross profit and reductions in SG&A.
 

 		●
Other income for the thirteen-week period ended July 29, 2023 was $0.8 million and represented proceeds from an insurance claim.
 

 		●
Net loss was $1.2 million, or $0.23 per diluted share, compared to a net loss of $4.4 million, or $1.69 per diluted share, in the comparable year-ago period.
 

 		●
Adjusted EBITDA loss (a non-GAAP metric reconciled below) was $0.8 million compared to an adjusted EBITDA loss of $3.2 million in the comparable year-ago period.
 

 		●
As of July 29, 2023, the Company had $0.3 million in cash and cash equivalents, compared to $1.1 million as of January 28, 2023 and $1.3 million as of July 30, 2022.
 

 		●
Inventory at quarter end was $26.1 million, compared to $29.4 million as of July 30, 2022.
 

 		●
As of July 29, 2023, the Company had borrowings of $8.8 million under its credit facility and had $3.4 million available for borrowing.
 
Fiscal First Half 2023 Financial Results
Results compare six months ended July 29, 2023 to six months ended July 30, 2022 unless otherwise indicated.

●
Net revenue increased 0.6% to $66.1 million from $65.7 million in the comparable year-ago period. This increase in net revenue was driven by a 3.5% increase in net revenue for the Company’s FBA US segment.
 

 		●
Gross profit was $14.8 million or 22.4% of net revenue, compared to $13.6 million or 20.7% of net revenue over the comparable year-ago period. The increase in gross profit was primarily attributable to an increase in net revenue and a decrease in fulfillment fees and warehousing and freight expenses. The table below summarizes the year-over-year comparison of gross margin:
 

   
Twenty-Six Weeks Ended
  
(amounts in thousands)
  
July 29,
2023
    
July 30,
2022
  
             
Merchandise margin
  
$
26,621
    
$
28,167
  
% of net revenue
    
40.3
%
    
37.3
%
                 
Fulfillment fees
    
(8,057
)
    
(9,222
)
Warehousing and freight
    
(3,793
)
    
(5,366
)
Gross profit
  
$
14,771
    
$
13,579
  
                 
% of net revenue
    
22.4
%
    
20.7
%


●
SG&A expenses decreased 18.1% to $17.0 million or 25.7% of net revenue from $20.7 million or 31.5% of net revenue in the comparable year-ago period. The decrease in SG&A expenses was primarily attributable to a $3.4 million decrease in general and administrative expenses.
 

 		●
Loss from operations totaled $2.2 million compared to a loss from operations of $7.1 million in the comparable year-ago period.
 

 		●
Net loss was $3.3 million or $0.67 per diluted share, compared to a net loss of $8.8 million or $3.47 per diluted share in the comparable year-ago period.
 

 		●
Adjusted EBITDA loss (a non-GAAP metric reconciled below) was $1.8 million, compared to a loss of $6.5 million in the comparable year-ago period.
 

 		●
Cash used in operations for the twenty-six weeks ended July 29, 2023 was $0.8 million as compared to $5.9 million for the comparable prior year period.
 
Kaspien plans to file its quarterly Form 10-Q today, September 12, 2023, in accordance with SEC filing deadlines.
About Kaspien
Kaspien Holdings Inc. (f/k/a Trans World Entertainment Corporation) (NASDAQ: KSPN) is a leading, global e-commerce accelerator that deploys AI-driven software and end-to-end services to optimize and grow brands on Amazon, Walmart, Target, eBay, and other online marketplaces. Rebranded as Kaspien in 2020, the Company has spent more than a decade developing a marketplace growth platform of proprietary technologies that maximize supply chain resilience, optimize marketing, strengthen brand control, and provide predictive analytics. Serving a variety of brands, distributors, agencies and FBA aggregators, Kaspien accelerates growth by tailoring an extensive suite of seller services to its partners’ dynamic e-commerce needs. Kaspien’s mastery of the e-commerce space and commitment to rapid innovation has earned the trust of many leading brands. For more information, visit kaspien.com.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as net loss, adjusted to exclude: (i) income tax expense; (ii) other income; (iii) interest expense; and (iv) depreciation expense. Our method of calculating adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. We use adjusted EBITDA to evaluate our own operating performance and as an integral part of our planning process. We present adjusted EBITDA as a supplemental measure because we believe such a measure is useful to investors as a reasonable indicator of operating performance. We believe this measure is a financial metric used by many investors to compare companies. This measure is not a recognized measure of financial performance under GAAP in the United States and should not be considered as a substitute for Loss from operations, net loss or cash used in operating activities, as determined in accordance with GAAP.

   
Thirteen Weeks Ended
    
Twenty-Six Weeks Ended
  
(amounts in thousands)
  
July 29,
2023
    
July 30,
2022
    
July 29,
2023
    
July 30,
2022
  
                         
Net loss
  
$
(1,161
)
  
$
(4,416
)
  
$
(3,312
)
  
$
(8,846
)
Income tax expense
    
51
      
43
      
51
      
43
  
Other income
    
(777
)
    
-
      
(777
)
    
-
  
Interest expense
    
954
      
901
      
1,848
      
1,663
  
Loss from operations
    
(933
)
    
(3,472
)
    
(2,190
)
    
(7,140
)
Depreciation expense
    
178
      
300
      
366
      
594
  
Adjusted EBITDA
  
$
(755
)
  
$
(3,172
)
  
$
(1,824
)
  
$
(6,546
)

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements. The statements contained herein that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this document to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially from the results expressed in the statements. The following factors are among those that may cause actual results to differ materially from the Company’s forward-looking statements:  risk of disruption of current plans and operations of Kaspien and the potential difficulties in customer, supplier and employee retention; the outcome of any legal proceedings that may be instituted against the Company; the Company’s level of debt and related restrictions and limitations, unexpected costs, charges, expenses, or liabilities; the Company’s ability to operate as a going-concern; deteriorating economic conditions and macroeconomic factors; and other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
The reader should keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the date on which we make it. New risks and uncertainties come up from time-to-time and it’s impossible for us to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that any forward-looking statements made in this document or elsewhere might not occur.
Company Contact
Ed Sapienza
Chief Financial Officer
509-900-6287
esapienza@kaspien.com
-Financial Tables to Follow-
KASPIEN HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

   
Thirteen Weeks Ended
    
Twenty-Six Weeks Ended
  
   
July 29,
2023
    
July 30,
2022
    
July 29,
2023
    
July 30,
2022
  
                         
Net revenue
  
$
33,136
    
$
33,907
    
$
66,068
    
$
65,697
  
                                 
Cost of sales
    
25,818
      
27,178
      
51,297
      
52,118
  
Gross profit
    
7,318
      
6,729
      
14,771
      
13,579
  
Selling, general and administrative expenses
    
8,251
      
10,201
      
16,961
      
20,719
  
Loss from operations
    
(933
)
    
(3,472
)
    
(2,190
)
    
(7,140
)
Interest expense
    
954
      
901
      
1,848
      
1,663
  
Other income
    
(777
)
    
-
      
(777
)
    
-
  
Loss before income tax expense
    
(1,110
)
    
(4,373
)
    
(3,261
)
    
(8,803
)
Income tax expense
    
51
      
43
      
51
      
43
  
Net loss
    
(1,161
)
    
(4,416
)
    
(3,312
)
    
(8,846
)
                                 
BASIC AND DILUTED LOSS PER SHARE:
                                
Basic and diluted loss per common share
  
$
(0.23
)
  
$
(1.69
)
  
$
(0.67
)
  
$
(3.47
)
                                 
Weighted average number of common shares outstanding – basic and diluted
    
4,965
      
2,613
      
4,965
      
2,553
  

KASPIEN HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share and share amounts)

   
July 29,
2023
    
January 28,
2023
    
July 30,
2022
  
ASSETS
  
Unaudited
          
Unaudited
  
CURRENT ASSETS
                  
Cash and cash equivalents
  
$
282
    
$
1,130
    
$
1,309
  
Restricted cash
    
1,158
      
1,158
      
1,158
  
Accounts receivable
    
2,211
      
1,969
      
2,082
  
Merchandise inventory
    
26,055
      
26,704
      
29,363
  
Prepaid expenses and other current assets
    
620
      
999
      
618
  
Total current assets
    
30,326
      
31,960
      
34,530
  
                         
Restricted cash
    
1,315
      
1,338
      
1,873
  
Fixed assets, net
    
1,769
      
1,999
      
2,357
  
Operating lease right-of-use assets
    
1,181
      
1,505
      
1,823
  
Cash Surrender Value
    
3,652
      
3,371
      
3,768
  
Other assets
    
566
      
566
      
777
  
TOTAL ASSETS
  
$
38,809
    
$
40,739
    
$
45,128
  
                         
LIABILITIES
                        
CURRENT LIABILITIES
                        
Accounts payable
  
$
8,196
    
$
7,044
    
$
8,012
  
Short-term borrowings
    
8,797
      
8,812
      
3,855
  
Short-term debt
    
11,082
      
-
      
-
  
Accrued expenses and other current liabilities
    
2,291
      
2,876
      
1,753
  
Current portion of operating lease liabilites
    
689
      
695
      
550
  
Total current liabilities
    
31,055
      
19,427
      
14,170
  
                         
Operating lease liabilities
    
727
      
1,019
      
1,416
  
Long-term debt
    
-
      
9,790
      
8,548
  
Other long-term liabilities
    
11,308
      
11,604
      
13,788
  
TOTAL LIABILITIES
    
43,090
      
41,840
      
37,922
  
                         
SHAREHOLDERS' EQUITY(DEFICIT)
                        
Preferred stock  ($0.01 par value; 5,000,000  shares authorized; none issued)
    
-
      
-
      
-
  
Common stock ($0.01 par value; 200,000,000  shares  authorized; 5,432,072, 5,432,072 and 3,911,985  shares issued,  respectively)
                        
Additional paid-in capital
    
214,161
      
214,029
      
263,723
  
Treasury stock at cost (467,069, 467,069 and 1,410,378 shares, respectively)
    
(76,132
)
    
(76,132
)
    
(125,906
)
Accumulated other comprehensive loss
    
886
      
886
      
(910
)
Accumulated deficit
    
(143,250
)
    
(139,938
)
    
(129,740
)
TOTAL SHAREHOLDERS' EQUITY(DEFICIT)
    
(4,281
)
    
(1,101
)
    
7,206
  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIT)
  
$
38,809
    
$
40,739
    
$
45,128
  


v3.23.3
Document and Entity Information
Sep. 12, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 12, 2023
Entity File Number 0-14818
Entity Registrant Name Kaspien Holdings Inc.
Entity Central Index Key 0000795212
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 14-1541629
Entity Address, Address Line One 2818 N. Sullivan Rd.
Entity Address, Address Line Two Ste 130
Entity Address, City or Town Spokane Valley
Entity Address, State or Province WA
Entity Address, Postal Zip Code 99216
City Area Code 509
Local Phone Number 900-6287
Title of 12(b) Security Common shares, $0.01 par value per share
Trading Symbol KSPN
Security Exchange Name NONE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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