XML 28 R19.htm IDEA: XBRL DOCUMENT v3.25.3
Financing Arrangements
9 Months Ended
Oct. 31, 2025
Debt Disclosure [Abstract]  
Financing Arrangements

Note 12: Financing Arrangements

Revolving Credit Facility

On October 20, 2023, the Company, as borrower, entered into a three-year secured credit agreement (“2023 Credit Agreement”) with Citizens Bank N.A., as Administrative Agent (“Agent”) and lender. The Credit Agreement provided for a secured revolving credit facility under which the Company could borrow up to an aggregate amount of $30.0 million, which included a $10.0 million sub-facility for letters of credit and could be increased up to an aggregate amount of $50.0 million, subject to certain conditions. As of October 31, 2025, the Company had zero outstanding borrowings and was in compliance with all loan covenants.

Any loans under the 2023 Credit Agreement would bear interest, at the Company’s option, at either a rate equal to the Alternate Base Rate plus the Applicable Margin (as defined in the 2023 Credit Agreement) or Term Secure Overnight Financing Rate ("SOFR") plus the Applicable Margin (as defined in the 2023 Credit Agreement). The Alternate Base Rate is the highest of (i) the Agent’s prime rate, (ii) the federal funds effective rate plus 0.50% per annum, and (iii) the Daily SOFR rate plus 1.00% per annum. The SOFR Rate is a rate equal to the secured overnight financing rate as published by the SOFR Administrator and displayed on CME Group Benchmark Administration Limited’s Market Data Platform. The

Applicable Margin for Alternative Base Rate Loans is 1.25% and the Applicable Margin for the SOFR Loans is 2.00%. Upon the occurrence of any event of default under the 2023 Credit Agreement, the interest rate on the borrowings increases by 5.00%. Under the terms of the 2023 Credit Agreement, the Company was required to pay a commitment fee on the unused portion of the secured revolving credit facility of 0.25% per annum.

On December 1, 2025, the Company entered into an amendment to the 2023 Credit Agreement (as so amended, the “Credit Agreement") with Citizens Bank, N.A., the terms of which replace and supersede the terms of the 2023 Credit Agreement. The Credit Agreement has a five-year term and provides for a term loan facility of up to $65.0 million and a revolving credit facility of up to $10.0 million. In connection with entering into the Credit Agreement, the Company borrowed $45.0 million as a term loan maturing on the December 1, 2030 (the “Maturity Date”). The remaining $20.0 million of the term loan facility under the Credit Agreement may, subject to the satisfaction of certain conditions precedent, be borrowed by the Company no later than 90 days after the amendment closing date as an additional term loan maturing on the Maturity Date. The Company used the proceeds of initial term loan to finance the acquisition of FluentStream Corp. (“FluentStream”) (see Note 14: Subsequent Events) and intends to use the proceeds from future borrowings thereunder to fund other potential acquisitions, working capital, and other general corporate purposes.

The Credit Agreement includes customary covenants, including financial covenants requiring the Company to maintain specified leverage and fixed-charge coverage ratios, as well as minimum liquidity levels. The Credit Agreement also contains customary events of default.