Liquidity and Going Concern |
3 Months Ended |
|---|---|
Jul. 31, 2026 | |
| Risks and Uncertainties [Abstract] | |
| Liquidity and Going Concern | B – Liquidity and Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet its future financial obligations as they become due within one year after the date that the Condensed Consolidated Financial Statements are issued. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern. Second, if management concludes that substantial doubt is raised, management is required to consider whether it has plans in place to alleviate that doubt. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the Condensed Consolidated Financial Statements are issued. Disclosures in the notes to the Condensed Consolidated Financial Statements are required if management concludes that substantial doubt exists or that its plans alleviate the substantial doubt that was raised. As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2026, management concluded that conditions and events existed that raised substantial doubt about the Company’s ability to continue as a going concern, and that its plans did not alleviate that doubt. That evaluation has been updated for the interim period as described below. The Company’s Credit and Guaranty Agreement with Silver Point Finance, LLC, as administrative agent, governing its senior secured term loan facility (see Note G), requires the Company to maintain compliance with certain financial covenants, including a minimum liquidity covenant and a minimum collateral coverage ratio. During the three months ended July 31, 2026, the Company failed to comply with the minimum liquidity and minimum collateral coverage ratio covenants under the Credit and Guaranty Agreement as then in effect, and anticipated continued noncompliance with those covenants at future measurement dates (absent additional relief). The Company entered into a series of short-term forbearance agreements with its lenders, under which the lenders agreed to temporarily forbear from exercising rights and remedies in respect of such noncompliance, and, on June 19, 2026, entered into an amendment to the Credit and Guaranty Agreement (the “Amendment”) that provides covenant relief for a limited period extending through September 7, 2026 (which, on September 4, 2026, the Administrative Agent and the lenders agreed to extend to September 11, 2026 as described in Note O), which may be extended through September 21, 2026 and November 6, 2026 only if specified conditions are satisfied and subject to the Company’s satisfaction of certain milestones during that period. During the relief period, the Company must comply with certain milestones and conditions, including maintaining a special committee of independent directors, delivering certain forecasts and reports (including a 13-week cash flow budget), progressing a process to explore financing, recapitalization, restructuring, or other strategic transactions, and entering into a support agreement with the administrative agent and requisite lenders. The Company also remains subject to revised financial covenants during the relief period, including minimum liquidity of $7.0 million as of each Friday and $5.0 million at all other times and a minimum collateral coverage ratio of 1.25 to 1.00 as of June 30, 2026 and 1.20 to 1.00 as of each month-end thereafter, enhanced reporting obligations, and restrictions on taking certain material actions. In connection with the forbearance agreements and the Amendment, the Company incurred fees and costs of approximately $3.9 million. Of that amount, a $3.0 million closing payment owed by the Company to the lenders was fully earned on the effective date of the Amendment and was paid in kind by adding such amount to the outstanding principal balance under the Credit and Guaranty Agreement. This amount was recorded as debt issuance costs and is being amortized over the remaining term of the facility. In addition, approximately $0.7 million of professional fees directly attributable to the Amendment qualified for capitalization and were recorded as debt issuance costs. The remaining approximately $0.3 million consisted of legal, financial advisory and other professional fees payable to parties other than the lenders, which did not qualify for deferral and were expensed as incurred. The Amendment also increased the applicable margin under the Credit and Guaranty Agreement by 300 basis points, to 10.50% per annum with respect to term benchmark loans and 9.50% per annum with respect to base rate loans, for the remaining term of the facility, and permits the Company to pay up to 3.00% per annum of the applicable margin in kind during the relief period; $1.1 million of interest was paid in kind during the three months ended July 31, 2026. From and after the termination of the relief period, all accrued and unpaid interest is payable in cash. The Company was in compliance with the revised financial covenants and the other terms and conditions of the Credit and Guaranty Agreement, as amended, as of July 31, 2026, and has remained in compliance through the issuance date of these Condensed Consolidated Financial Statements. If the Company fails to satisfy these milestones or the other conditions of the Amendment, or is unable to obtain further covenant relief, waivers, forbearance or financing prior to the expiration of the relief period, the lenders would be entitled to exercise remedies under the Credit and Guaranty Agreement, including acceleration of the outstanding indebtedness, which could trigger cross-default or cross-acceleration provisions under the Company’s other financing arrangements, and the Company would not have sufficient liquidity to repay such indebtedness if it were accelerated. The Company also does not currently have a revolving warehouse facility or any other additional financing available to fund the origination of finance receivables, which constrains its ability to originate new finance receivables and to serve customer demand. In addition, a Special Committee of the Company’s Board of Directors, with the assistance of independent financial and legal advisors, is conducting a review of strategic and financing alternatives intended to address the Company’s liquidity and capital structure. These conditions collectively raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to obtain additional financing and to generate sufficient cash flow to meet its obligations on a timely basis. In response to these conditions, the Company has reduced finance receivable originations, lowered inventory levels, tightened underwriting standards and, during fiscal 2026, closed 60 dealership locations and reduced associated staff. Management’s plans to address these conditions further include satisfying the milestones and conditions under the June 19, 2026 amendment and further extending the related covenant relief period; completing the Special Committee’s review of strategic and financing alternatives; establishing a new revolving warehouse facility and continuing to complete asset-backed securitization transactions; and obtaining additional capital, which may include the issuance of equity or other securities, additional debt financing, the sale of assets, or other financing or capital-raising transactions. Such additional debt or equity financing or other strategic transactions may not be available to the Company on favorable terms, if at all, and the Company’s ability to pursue them is subject to prevailing market conditions, the terms of its existing indebtedness (including any required lender consents or mandatory application of proceeds), or other factors, many of which are outside the Company’s control. The potential outcomes of the strategic alternatives review, or a failure to satisfy the conditions of the June 19, 2026 amendment, could include a refinancing, recapitalization, restructuring or sale of the Company or its assets, the issuance of additional equity that would materially dilute existing stockholders, or the Company seeking protection under applicable bankruptcy or insolvency laws, any of which could result in a significant or complete loss of value to the holders of the Company’s common stock. Management has concluded that its plans, which are subject to conditions and events outside the Company’s control and which have not been fully implemented as of the date these Condensed Consolidated Financial Statements are issued, are not probable of being effectively implemented and mitigating the conditions described above, and therefore do not alleviate the substantial doubt. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these Condensed Consolidated Financial Statements are issued. The accompanying Condensed Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classifications of liabilities, that may result from the uncertainty related to the Company’s ability to continue as a going concern. See Note G for additional information regarding the Credit and Guaranty Agreement and the June 19, 2026 Amendment and Note O for subsequent events.
|