v3.26.1
Loan and Security Agreement
12 Months Ended
Jan. 31, 2026
Loan And Security Agreements  
Loan and Security Agreement Loan and Security Agreement
M&T Bank
The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $5.5 million. On August 28, 2025, the Company entered into an Amended and Restated Loan and Security Agreement (the "Credit Agreement") with M&T Bank (described in more detail below), which extended the maturity of the working capital line to August 8, 2028. The principal outstanding bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement), established with respect to the Company as of the date of any advance under the Credit Agreement as follows: if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.25 percentage point(s) above the applicable one-day (i.e. overnight) SOFR (as defined); (ii) greater than 1.50 but less than 2.25, 2.75 percentage points above the one-day SOFR; (iii) less than or equal to 1.50, 2.25 percentage points above the
one-day SOFR. The facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants. The Company was in compliance with the covenants as of January 31, 2026, and January 31, 2025. All advances under the line of credit are due upon maturity. The outstanding balance on the line of credit was $0 as of both January 31, 2026 and January 31, 2025. During the fiscal years ended January 31, 2026, 2025, and 2024 the Company incurred interest expense of approximately $0, $7 thousand and $47 thousand to M&T Bank for the line of credit agreement, respectively. During the fiscal years ended January 31, 2026, 2025, and 2024 the Company incurred commitment fees of approximately $14 thousand, $14 thousand, and $12 thousand respectively.
On December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount of $7.5 million, payable in equal monthly principal installments over a 60-month amortization period (the “T&L Note”). All of the proceeds of the loan were used to fund a portion of the consideration for the acquisition of the Creative Salads and Olive Branch businesses. The outstanding balance under the T&L Note accrued interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the T&L Note). If the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.50 percentage point(s) above the applicable Variable Loan Rate; (ii) greater than 1.50 but less than or equal to 2.25, 3.0 percentage points of the applicable Variable Loan Rate; or (iii) less than or equal to 1.50, 2.5 percentage points above the applicable Variable Loan Rate; provided that in all events the rate shall not be less than the recited percentage point margin over 0%. On September 9, 2025 the Company paid the T&L note in full and as of January 31, 2026, there was no outstanding balance on the T&L Note. As of January 31, 2025, the outstanding balance and unamortized discount of the T&L Note were approximately $2.9 million and $22 thousand, respectively. During the fiscal years ended January 31, 2026, 2025 and 2024, the Company incurred interest expense of approximately $107 thousand, $297 thousand and $450 thousand for the T&L Note.
The Credit Agreement also provides the Company with a $20 million non-revolving line of credit (the “PA Line”). The Company made an initial draw on the PA Line on August 28, 2025, in the amount of $19 million to finance the Crown 1 Acquisition and related expenses. During the year ended January 31, 2026, the Company made a repayment of approximately $13.1 million. The remaining balance of approximately $5.9 million was converted into a 60-month loan (the "Crown Note"), with a maturity date of October 1, 2030. As of January 31, 2026, the outstanding balance and unamortized discount of the Crown Note were approximately $5.6 million and $216 thousand, respectively. The outstanding balance under the Crown Note accrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the Crown Note) as follows; if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.50 percentage point(s) above the applicable Variable Loan Rate; (ii) greater than 1.50 but less than or equal to2.25, 3.00 percentage points of the applicable Variable Loan Rate; or (iii) less than or equal to 1.50, 2.50 percentage points above the applicable Variable Loan Rate; provided that in all events the rate shall not be less than the recited percentage point margin over 0%. During the year ended January 31, 2026, the Company incurred interest expense of approximately $187 thousand.
As of January 31, 2026, the minimum debt repayments are as follows (in thousands):
2027$1,176 
20281,176 
20291,176 
20301,176 
2031884 
Total$5,588