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Subsequent Event | 12 Months Ended
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Feb. 01, 2025
Subsequent Events [Abstract] |
Subsequent Event | Note 15 — Subsequent Events On February 5, 2025, the Company held a Special Shareholders Meeting during which the shareholders approved the issuance of shares of Common Stock to Beyond, pursuant to Nasdaq Listing Rules 5635(b) and 5635(d). Following the approval of the shareholders, the $8.5 million Convertible Term Loan with accrued interest converted to 4,610,141 shares of Common Stock at a price of $1.85 per share. Additionally, Beyond purchased $8 million of Common Stock at a price of $1.85 per share for a total of 4,324,324 shares. As of February 5, 2025, Beyond owned 8,934,465 shares of Common Stock which was approximately 40% of Kirkland’s outstanding common stock. Beyond is considered a related party due to the significant influence they have over the Company. In addition, pursuant to the Consensus Subscription Agreement and in connection with the Special Shareholders Meeting on February 5, 2025, the Company issued 310,135 shares of Common Stock to Consensus as partial payment of a success fee earned by Consensus in connection with the completion of the Beyond transaction. The Company’s shareholders, in connection with the Special Shareholders Meeting on February 5, 2025, also approved an amendment to the Company’s Amended and Restated Charter (the “Charter Amendment”) which decreases the number of authorized shares of Common Stock from 100,000,000 to 80,000,000 and decreases the number of authorized shares of capital stock from 110,000,000 to 90,000,000. The Charter Amendment does not provide for any decrease in the number of authorized shares of the Company’s preferred stock, which remains at 10,000,000 shares. The Charter Amendment became effective upon fling with the Secretary of State of the State of Tennessee on February 5, 2025. Subsequent to February 1, 2025, the Company dissolved the non-depleting collateral trust with the Company’s workers’ compensation and general liability insurance provider and the Company received cash from the trust for the then outstanding balance. The Company posted a $4.3 million letter of credit under the 2023 Credit Agreement for the benefit of the Company’s workers’ compensation and general liability insurance provider in lieu of the trust. Subsequent to February 1, 2025, the Company repaid a net $4.1 million under the 2023 Credit Agreement and issued letters of credit totaling $5.1 million. As of May 2, 2025, the Company had approximately $29,000 available for borrowing, after the minimum required excess availability covenant under the 2023 Credit Agreement. Subsequent to the closing of the Beyond Subscription Agreement on February 5, 2025 and through May 31, 2025, the Company’s borrowing base calculation pursuant to the 2023 Credit Agreement is limited by the greater of 10% of the borrowing base formula or $5.0 million. Subsequent to May 31, 2025, if the Company’s consolidated EBITDA for the immediately preceding trailing three month period is at least 85% of the Company’s projected consolidated EBITDA, the borrowing base is limited by the greater of 10% of the borrowing base formula or $5.0 million, if not, it is limited by the greater of 10% of the borrowing base formula or $8.0 million. As of February 1, 2025, the Company was in compliance with the financial covenants in the 2023 Credit Agreement and the Beyond Credit Agreement. However, the Company’s conclusion that substantial doubt exists about the Company’s ability to continue as a going concern requires an explanatory paragraph in the report of its independent registered public accounting firm on the Company’s accompanying financial statements for the fiscal year ended February 1, 2025, which results in a violation of affirmative covenants under the 2023 Credit Agreement and the Beyond Credit Agreement. If the Company is unable to obtain a waiver from its lenders, the lenders could instruct the administrative agent under such credit facilities to exercise available remedies including, declaring the principal of and accrued interest on all outstanding indebtedness immediately due and payable and terminating all remaining commitments and obligations under the credit facilities. Although the lenders under the credit facilities may waive the defaults or forebear the exercise of remedies, the lenders are not obligated to do so. The Company is currently seeking waivers under both facilities. No assurances can be given as to when or if the Company will succeed in obtaining the waivers. As such, the Company has classified the outstanding borrowings under these agreements as current on the consolidated balance sheet as of February 1, 2025, except for the Convertible Term Loan that converted to equity on February 5, 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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