Liquidity |
6 Months Ended |
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Jul. 31, 2025 | |
Liquidity [Abstract] | |
Liquidity | Liquidity The Company has incurred net losses from operations of $(26.4) million and $(52.5) million for the three and six months ended July 31, 2025, respectively, has incurred significant recurring net losses since inception, has an accumulated deficit of $(1,175.5) million as of July 31, 2025, and has historically relied on debt and equity financing to fund its operations. The Company’s cash flows from operations for the six months ended July 31, 2025 were $(2.2) million compared to $6.8 million for the six months ended July 31, 2024. Cash out flows from investing activities for the six months ended July 31, 2025 were $(30.7) million compared to $(12.7) million for the six months ended July 31, 2024. As of July 31, 2025, the Company held cash and cash equivalents of $43.6 million and long-term debt of $343.9 million with a maturity date in October 2026, which will be classified as a current liability as of October 29, 2025. The Company experienced year-over-year revenue growth and a reduction in net losses in fiscal years 2024 and 2023 and significantly reduced its cash outflows from operations plus cash outflows generated (used) in investing during the year ended January 31, 2025. The Company experienced an increase in net loss during the three and six months ended July 31, 2025 as compared to the three and six months ended July 31, 2024. The Company also experienced an increase in cash outflows as measured by cash flows from operations plus cash flows generated (used) in investing during the six months ended July 31, 2025 as compared to the six months ended July 31, 2024 due to a decrease in revenue and the Company intentionally increasing its investment in rental product and purchasing more units in fiscal year 2025. To the extent the Company is impacted by macroeconomic trends, or other factors, including, but not limited to, lower demand for our business, increased rental product spend, or tariffs, the Company plans to reduce fixed and variable costs accordingly and has established plans to preserve existing cash liquidity, which includes additional reductions to labor, operating expenses, and/or capital expenditures. However, these actions will not provide sufficient incremental liquidity to fund the Company’s long-term obligations when they become current. The 2023 Amended Temasek Facility modified the Company’s obligations under the 2022 Amended Temasek Facility (as defined herein) to (i) eliminate all interest (both payment-in-kind and cash interest) for a period of six full fiscal quarters beginning with the fourth quarter of fiscal year 2023; (ii) reduce the minimum liquidity maintenance covenant from $50 million to $30 million; and (iii) provide that the Company may not exceed mutually agreed upon quarterly and annual spend levels for rental product capital expenditures, fixed operating expenditures and marketing expenditures during fiscal year 2024 of $51 million, $100 million (excluding $10 million of specified permitted expenditures), and $30 million, respectively, on an annual basis and to-be-agreed levels for fiscal years 2025 and 2026, subject to the debt holder’s consent and certain exceptions as defined in the agreement. In the event that the Company fails to comply with the covenants specified in the 2023 Amended Temasek Facility, the lender has the right to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. On March 31, 2025, the Company entered into an Eleventh Amendment to the 2023 Amended Temasek Facility with CHS (US) Management LLC (formerly Double Helix Pte Ltd. prior to January 2025) as administrative agent, and CHS US Investments LLC, as lender (the “Eleventh Amendment”). The Eleventh Amendment amended the 2023 Amended Temasek Facility (as defined herein) to extend the deadline to mutually agree upon the Company’s fiscal year 2025 spend levels – covering rental product capital expenditures, fixed operating expenditures and marketing expenditures – from March 31, 2025 to May 30, 2025 (the “Covenant Deadline”). On May 29, 2025, the Company entered into a Twelfth Amendment to the Credit Agreement with CHS (US) Management LLC (formerly Double Helix Pte Ltd. prior to January 2025) as administrative agent, and CHS US Investments LLC, as lender (the “Twelfth Amendment”). On July 31, 2025, the Company entered into a Thirteenth Amendment to the Credit Agreement with CHS (US) Management LLC, as administrative agent, and CHS US Investments LLC, as lender (the “Thirteenth Amendment”). The Twelfth and Thirteenth Amendments further extended the Covenant Deadline from May 30, 2025 to July 31, 2025 and from July 31, 2025 to August 29, 2025, respectively. The Thirteenth Amendment also extended the due date of the cash interest payment due on August 1, 2025 to August 29, 2025. On August 20, 2025, concurrently with the Company’s entry into the Exchange Agreement (as defined below), the Company entered into a Fourteenth Amendment to the Credit Agreement with CHS (US) Management LLC, as administrative agent, and CHS US Investments LLC, as lender (the “Fourteenth Amendment”) (the 2023 Amended Temasek Facility, as amended by the Eleventh Amendment, Twelfth Amendment, Thirteenth Amendment and Fourteenth Amendment, the “2025 Amended Facility”). The Fourteenth Amendment provided that, among other things, (i) interest that would otherwise be payable in cash will be capitalized; and (ii) the liquidity financial covenant level will temporarily be reduced from $30 million to $15 million until the earliest of February 20, 2026 (which may be extended if agreed to by the parties), termination of the Exchange Agreement (with an additional 30-day relief period in certain circumstances), and the closing of the transactions contemplated by the Exchange Agreement (the “Recapitalization Transactions”). The Fourteenth Amendment also eliminated the spend levels for fiscal year 2025. On August 20, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with its existing lender, CHS US Investments LLC, as part of a broader recapitalization intended to improve the Company’s capital structure, enhance financial flexibility, and extend debt maturities. Upon the closing of the Recapitalization Transactions, the Company shall enter into an amended and restated credit agreement (the “New Credit Agreement”), by and among the Company, as borrower, CHS (US) Management LLC, as administrative agent, and CHS US Investments LLC, Gateway Runway, LLC (“Nexus”) and S3 RR Aggregator, LLC (“Story3”) (collectively, the “Investor Group”). The New Credit Agreement, when entered into in accordance with the terms of the Exchange Agreement, will amend and restate the 2025 Amended Facility and provide for $120 million in aggregate principal amount of term loans comprised of (x) $100 million of the Company’s existing outstanding indebtedness owing to CHS US Investments LLC under the 2025 Amended Facility to be exchanged on a dollar-for-dollar cashless basis for new term loans under the New Credit Agreement and (y) $20 million of new money term loans to be provided by the Investor Group upon the closing of the Recapitalization Transactions. All such term loans would mature on the fourth anniversary of the closing of the Recapitalization Transactions and bear interest, at the Company’s option, at either (i) a bank reference rate plus 4.00% or (ii) term SOFR plus 5.00%, in each case per annum. The New Credit Agreement would modify the 2025 Amended Facility in certain other respects, including extending the reduced minimum liquidity maintenance covenant of $15 million through February 20, 2027, after which the original covenant level resumes. Pursuant to the Exchange Agreement, upon the closing of the Recapitalization Transactions, the remaining outstanding indebtedness owing to CHS US Investments LLC under the 2025 Amended Facility will be exchanged for newly issued shares of the Company’s Class A common stock, equal to 86% of the Company’s outstanding shares (after giving effect to the conversion of all shares of Class B common stock into shares of Class A common stock pursuant to the Company’s certificate of incorporation, effectively immediately prior to (A) the effectiveness of the Thirteenth Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), or (B) if stockholder approval of the Amended and Restated Charter is not obtained, the closing (the “Conversions”), but before giving effect to the $12,500,000 rights offering (the “Rights Offering”) and the number of shares of Class A common stock equal to approximately 18.3% of the shares of Class A common stock outstanding immediately prior to the closing (the “MIP Pool”). The Recapitalization Transactions are expected to close by December 31, 2025, subject to stockholder approval among other conditions as further described in Note 15 - Subsequent Events, and is expected to significantly reduce the Company’s total indebtedness, lower interest costs, and provide financial flexibility. However, while the Company believes the Recapitalization Transactions will enhance its ability to fund operations over the next twelve months, there can be no assurance that future capital needs will not require additional sources of liquidity or covenant modifications. If the Company is unable to achieve its operating and strategic objectives, or to secure further financing if needed, its results of operations and financial condition could be materially adversely affected. As of the issuance of these financial statements, the debt will mature on October 29, 2026 and would be classified as a current liability as of October 29, 2025, unless the Recapitalization Transactions close on or before that date, or the 2025 Amended Facility is amended to extend its maturity. However, the Company believes that it will have sufficient liquidity from cash on-hand and future operations to sustain its business operations, to satisfy its debt service obligations, and to comply with its debt covenants for at least the next twelve months from the date these financial statements are issued.
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