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Summary of Significant Accounting Policies (Policies) | 12 Months Ended
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Jan. 29, 2022
Accounting Policies [Abstract] |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of Simply, Inc. and our wholly owned subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Changes in the estimates and assumptions used by us could have a significant impact on our financial results. Actual results could differ from those estimates.
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606). Under ASU 2014-09, we apply a five-step approach in determining the amount and timing of revenue to be recognized which includes the following: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. In our retail stores, revenue is recognized at a point in time, which typically is at the time of sale, net of discounts and estimated returns, when collection is reasonably assured and the customer takes possession of the merchandise. Revenues do not include sales taxes or other taxes collected from customers. Products sold in our stores typically come with a manufacturer’s warranty, which is an obligation of the manufacturer. However, our stores also sell AppleCare+ and other third-party plans to customers that provide extended warranty coverage on their device purchases. Because the service to be provided to the consumer under these plans comes directly from third parties, we do not “obtain substantive control” of the service. Consequently, we act as the “agent” in the sales transaction rather than the “principal,” and record the transaction on a “net” basis with the cost being netted against the sale and only the margin being recorded as revenue. For our repair business, revenue is recognized at a point in time, typically upon completion of the repair, and any customer deposits are recorded as liabilities until the service is completed. The Company has elected to account for shipping and handling costs as fulfillment activities. Shipping and handling fees billed to customers are included in net sales. Shipping and handling costs associated with outbound freight are included in cost of sales. Contract liabilities consist of customer payments received in advance of revenue recognition and are recorded as customer deposits. These deposits are liquidated when revenue is recognized. As of January 29, 2022, January 30, 2021 and February 1, 2020, contract liabilities amounted to approximately $1,895,000, $880,000 and $154,000, respectively. Revenue recognized that was included in the beginning contract liability balance amounted to approximately $817,000 and $107,000 for Fiscal 2022 and Fiscal 2021, respectively.
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) as defined by U.S. generally accepted accounting principles (GAAP) includes all changes in equity (net assets) during a period from non-owner sources. The Company’s comprehensive income (loss) includes foreign currency translation adjustments, which are excluded from net income (loss) and are reported as a separate component of stockholders’ deficit as accumulated other comprehensive loss.
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash For consolidated financial statement purposes, cash equivalents are defined as investments which have an original maturity of ninety days or less from the original date of purchase. Cash and cash equivalents consist of cash on hand and in banks. Amounts receivable from credit card processors are also considered cash equivalents because they are both short-term and highly liquid in nature and typically convert to cash approximately three to five days from the date of the underlying transaction. The Company maintains its cash, cash equivalents and restricted cash balances in banks that from time to time exceed amounts insured by the Federal Deposit Insurance Corporation. As of January 29, 2022 and January 30, 2021, the Company maintained deposits totaling $1,639,000 and $1,573,000, respectively, with certain financial institutions in excess of federally insured amounts. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Amounts included in restricted cash are pledged as collateral to banks and restricted to use in support of letters of credit issued to vendors for inventory and other purchases. Below is a reconciliation of cash, cash equivalents and restricted cash at January 29, 2022 and January 30, 2021 (in thousands):
|  | January 29, 2022 |  |  | January 30, 2021 |
Cash and cash equivalents |  | $ | 1,828 |  |  | $ | 1,536 |
Restricted cash (short term) |  |  | 1,255 |  |  |  | 1,310 |
Total |  | $ | 3,083 |  |  | $ | 2,846 |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are comprised primarily of amounts due from the Company’s retail B2B customers. The Company provides for the possible inability to collect accounts receivable by recording an allowance for doubtful accounts. The Company writes off an account when it is considered to be uncollectible. The Company evaluates the collectability of its accounts receivable on an ongoing basis. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, the Company records a specific allowance against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and the Company’s historical experience. The allowance for doubtful accounts was nil and $6,000 at January 29, 2022 and January 30, 2021, respectively. The balance of trade accounts receivable at February 1, 2020 was $706,000.
Inventory | Inventory Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists primarily of consumer electronics and accessories. Included in inventory at January 29, 2022 is approximately $811,000 of electric vehicle products and accessories purchased from a related party (see Note 8). The Company writes down its inventory to net realizable value when it is estimated to be slow-moving or obsolete. For Fiscal 2022 and 2021, inventory write-downs were $353,000 and $493,000, respectively.
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over estimated useful lives of three to five years. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains or losses on the sale of property and equipment are reflected in the statements of operations.
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial instruments in its financial statements at fair value or amounts that approximate fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure.” ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The Company seeks to measure fair value based upon the lowest level of available input in the fair value hierarchy. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters. If market observable inputs for model-based valuation techniques are not available, the Company makes judgments about assumptions market participants would use in estimating the fair value of the financial instrument. Carrying values of the Company’s cash, cash equivalents, restricted cash, trade and other accounts receivable, prepaid assets, accounts payable, accrued expenses and other current liabilities and notes payable – related party approximate their fair values due to the short-term nature and liquidity of these financial instruments. The Company estimates that the fair value of its notes payable approximates its carrying value based on significant level 2 observable inputs. In connection with the issuance by the Company during 2019 of certain convertible notes and warrants, as well as the subsequent conversion of certain notes into common stock and warrants, the conversion features and warrants were deemed to qualify as derivatives to be separately accounted for in accordance with ASC 815. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during Fiscal 2021 (in thousands):
|  | Derivative Liability |
Balance, February 1, 2020 |  | $ | 2,528 |
Change in fair value of derivative liability |  |  | (543 | )
Derecognition of derivative liability upon debt conversion and cancellation of warrants |  |  | (1,985 | )
Balance, January 30, 2021 |  | $ | — |
Business Combinations | Business Combinations We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within selling, general and administrative ("SG&A") expenses.
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess purchase price over tangible net assets and identifiable intangible assets acquired. Intangible assets are recorded apart from goodwill if they arise from a contractual right and are capable of being separated from the entity and sold, transferred, licensed, rented or exchanged individually. We are required to evaluate goodwill and other intangible assets not subject to amortization for impairment at least annually or when circumstances indicate the carrying value of the goodwill or other intangible assets might be impaired. Goodwill is assigned to reporting units for the purpose of impairment testing. We have a single operating segment, and our goodwill arose from our acquisition of Simply Mac on September 25, 2019. Our annual impairment test is performed on the first day of the fourth quarter. No impairment was recorded during Fiscal 2022 or Fiscal 2021. In order to test goodwill for impairment, we compare a reporting unit’s carrying amount to its estimated fair value. If the reporting unit’s carrying value exceeds its estimated fair value, then an impairment charge is recorded in the amount of the excess, limited to the amount of the goodwill in the reporting unit. The estimated fair value of a reporting unit is determined based on a combination of enterprise market valuation methods including (1) income approach using discounted cash flow analysis based on our long-term financial forecasts, (2) market approach using data for comparable market transactions, and (3) asset approach valuing the individual assets of the reporting unit. The discounted cash flows analysis requires significant assumptions including, among others, a discount rate and a terminal value. The Company follows the guidance set forth in ASU 2017-04, Intangibles-Goodwill and Other (ASC Topic 350) in performing its testing. Our definite-lived intangible assets consist primarily of trade names recorded as a result of business acquisitions. The estimated useful life and amortization methodology of intangible assets are determined based on the period in which they are expected to contribute directly to cash flows. Intangible assets that are determined to have a definite life are amortized over that period.
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets, including intangible assets, right-of-use assets and property and equipment are reviewed for impairment when circumstances indicate that the carrying amount of these assets may be impaired. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. No impairment was recorded during Fiscal 2022 or Fiscal 2021.
Stock-Based Compensation | Stock-Based Compensation The Company’s share-based compensation plans are described in Note 11. The Company measures compensation cost for all employee stock-based awards at fair value on the date of grant and recognizes compensation expense, net of estimated forfeitures, over the requisite service period, usually the vesting period. The Company applies the straight-line method of expense recognition to all awards with only service-based vesting conditions. The fair value of stock options is determined using the Black-Scholes valuation model. The Company follows the guidance in ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Stock-based awards granted to consultants and non-employees are accounted for in the same manner as awards granted to employees and directors described above.
Advertising Expense | Advertising Expense The Company expenses all advertising costs, including direct response advertising, as they are incurred. Advertising expense for the Fiscal 2022 and Fiscal 2021 was $750,000 and $410,000, respectively.
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the future consequences of events that have been recognized in the Company’s financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of the Company’s assets and liabilities result in a deferred tax asset, the Company performs an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. In addition, the Company recognizes the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to tax uncertainties as operating expenses. Based on our evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes basic earnings (loss) per share by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similarly to basic earnings (loss) per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential additional common shares that were dilutive had been issued as determined by using the treasury stock method. Common share equivalents are excluded from the computation if their effect is anti-dilutive. The Company’s common share equivalents consist of convertible notes, convertible preferred stock, stock options and warrants. For Fiscal 2021, the dilutive effect of in-the-money common share equivalents amounted to 149,000 shares. Shares of common stock from the potential exercise of common share equivalents are excluded from the computation of diluted earnings (loss) per share when their exercise prices are greater than the Company’s weighted-average stock price for the period. For Fiscal 2022 and Fiscal 2021, the number of such shares excluded was 1,507,000 and 2,968,000 shares, respectively. In addition, for Fiscal 2022, because their inclusion would have been anti-dilutive to the loss calculation, common shares from exercise of 3,943,000 common share equivalents were excluded from the computation of net loss per share. All share and per share numbers in this annual report have been retroactively restated for the Company’s one-for-ten reverse stock split effected in October 2020.
Geographic Reporting | Geographic Reporting The Company allocates revenues to geographic areas based on the location where our retail stores are located. Currently, all retail stores are located in the United States.
Major Suppliers | Major Suppliers The Company purchases its Apple products either directly from Apple or from major distributors, depending on availability of product and credit lines at the time of purchase. Ultimately, Apple is the sole source of supply of Apple products, and the Company’s business is highly dependent on Apple for its supply of current and future products. Approximately 69% and 74% of the Company’s sales for Fiscal 2022 and Fiscal 2021, respectively, are comprised of sales of Apple products. In addition, the growth of our business is highly dependent upon our relationship with Apple in providing us with the licenses and approvals necessary to expand our footprint into various countries and regions around the world. Apple has very strict performance standards and guidelines that we must achieve and adhere to in order to be successful and continue to receive their support. Consequently, our performance deterioration or failure to adhere to their guidelines could jeopardize our strategy and adversely affect our financial performance. During Fiscal 2022 and Fiscal 2021, greater than 90% of the Company’s inventory purchases were made through two suppliers.
Concentrations of Credit Risk, Customers | Concentrations of Credit Risk, Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with various high-credit-quality financial institutions located primarily in the United States. Currently, the Company’s cash balances are kept primarily in demand accounts at these banks, but the Company may periodically invest excess cash in certificates of deposit or money market accounts in order to maintain safety and liquidity. The Company’s investment strategy generally results in lower yields on investments but reduces the risk to principal in the short term prior to these funds being used in its business. The Company has not experienced any material losses on financial instruments held at financial institutions. The Company’s retail stores sell primarily to end consumers, with periodic sales to corporate customers. The Company selectively provides credit to corporate and reseller customers in the normal course of business and generally requires no collateral. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses based upon the Company’s historical experience related to credit losses and any unusual circumstances that may affect the ability of its customers to meet their obligations. The Company’s bad debt expenses have not been significant relative to its total revenues. No customer represented 10% or more of the Company’s total net sales during Fiscal 2022 and Fiscal 2021. Excluding receivables from customer financing partners, no individual customer represented 10% or more of accounts receivable at January 29, 2022 or January 30, 2021.
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly changed the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. However, early adoption is permitted as early as fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new standard on January 31, 2021, which adoption did not require the Company to bifurcate the embedded beneficial conversion feature from the unsecured convertible notes it issued during Fiscal 2022. Other Accounting Standards Updates not effective until after January 29, 2022 are not expected to have a material effect on the Company’s financial position or results of operations.

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- Definition Disclosure of accounting policy for capitalizing direct response advertising costs, including a description of the qualifying activity and the types of costs capitalized, and the manner in which capitalized costs are recognized as expense and the basis for the timing thereof. The following amounts may also be disclosed: (1) total advertising costs reported as assets in each balance sheet presented and (2) any write-downs of capitalized advertising costs to net realizable value that are included in advertising expense. + References Reference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 55 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123366848&loc=d3e8384-108330 Reference 2: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Publisher FASB -Name Accounting Standards Codification -Topic 340 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123383859&loc=d3e8275-108329 + Details
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- Definition Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 05 -Paragraph 4 -Subparagraph (a)-(d) -URI http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457 + Details
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- Definition Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(1)(a)) -URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586 + Details
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- Definition Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 4 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684 + Details
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