Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Apr. 07, 2023 | Jul. 31, 2022 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-40958 | ||
Entity Registrant Name | RENT THE RUNWAY, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 80-0376379 | ||
Entity Address, Address Line One | 10 Jay Street | ||
Entity Address, City or Town | Brooklyn | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11201 | ||
City Area Code | (212) | ||
Local Phone Number | 524-6860 | ||
Title of 12(b) Security | Class A common stock, par value $0.001 per share | ||
Trading Symbol | RENT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 204.3 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year ended January 31, 2023, are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001468327 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 63,390,727 | ||
Common Class B | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,078,421 |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 154.5 | $ 247.6 |
Restricted cash, current | 3.1 | 5.4 |
Prepaid expenses and other current assets | 14.5 | 11.7 |
Total current assets | 172.1 | 264.7 |
Noncurrent assets: | ||
Restricted cash | 6 | 6.6 |
Rental product, net | 78.7 | 76.3 |
Fixed assets, net | 44.7 | 57.2 |
Intangible assets, net | 4.1 | 6.4 |
Operating lease right-of-use assets | 26.7 | 31.5 |
Other assets | 3.9 | 4.8 |
Total assets | 336.2 | 447.5 |
Current liabilities: | ||
Accounts payable | 12.4 | 15.9 |
Accrued expenses and other current liabilities | 24.4 | 30 |
Deferred revenue | 12 | 10.4 |
Customer credit liabilities | 6.8 | 6.9 |
Operating lease liabilities | 4.4 | 5.6 |
Total current liabilities | 60 | 68.8 |
Noncurrent liabilities | ||
Long-term debt, net | 272.5 | 260.8 |
Operating lease liabilities | 38.3 | 46.4 |
Other liabilities | 0.7 | 0.4 |
Total liabilities | 371.5 | 376.4 |
Commitments and Contingencies (Note 16) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of January 31, 2023 and 2022; 0 shares issued and outstanding as of January 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 904.5 | 872.2 |
Accumulated deficit | (939.9) | (801.2) |
Total stockholders’ equity (deficit) | (35.3) | 71.1 |
Total liabilities and stockholders’ equity (deficit) | 336.2 | 447.5 |
Common Class A | ||
Stockholders’ equity (deficit) | ||
Common stock, value, issued | 0.1 | 0.1 |
Common Class B | ||
Stockholders’ equity (deficit) | ||
Common stock, value, issued | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Revenue: | |||
Subscription and Reserve rental revenue | $ 268.6 | $ 185.8 | $ 135.9 |
Other revenue | 27.8 | 17.5 | 21.6 |
Total revenue, net | 296.4 | 203.3 | 157.5 |
Costs and expenses: | |||
Fulfillment | 92.2 | 61.9 | 53 |
Technology | 55.4 | 45.3 | 37.7 |
Marketing | 35.1 | 26.5 | 8.1 |
General and administrative | 109 | 104.4 | 77.2 |
Rental product depreciation and revenue share | 84.2 | 71.7 | 89 |
Other depreciation and amortization | 16.4 | 19.4 | 23 |
Restructuring charges | 2.4 | 0 | 0 |
Loss on asset impairment related to restructuring | 5.3 | 0 | 0 |
Total costs and expenses | 400 | 329.2 | 288 |
Operating loss | (103.6) | (125.9) | (130.5) |
Interest income / (expense), net | (36.8) | (53) | (46.6) |
Gain / (loss) on warrant liability revaluation, net | 0 | (24.9) | 0.4 |
Gain / (loss) on debt extinguishment, net | 0 | (12.2) | (0.6) |
Other income / (expense), net | 1.5 | 3.9 | 6.2 |
Net loss before income tax benefit / (expense) | (138.9) | (212.1) | (171.1) |
Income tax benefit / (expense) | 0.2 | 0.3 | 0 |
Net loss | $ (138.7) | $ (211.8) | $ (171.1) |
Net loss per share attributable to common stockholders, basic (usd per share) | $ (2.16) | $ (8.51) | $ (15.36) |
Net loss per share attributable to common stockholders, diluted (usd per share) | $ (2.16) | $ (8.51) | $ (15.36) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 64,254,930 | 24,874,061 | 11,138,851 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 64,254,930 | 24,874,061 | 11,138,851 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
OPERATING ACTIVITIES | |||
Net loss | $ (138.7) | $ (211.8) | $ (171.1) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Rental product depreciation and write-offs | 46.2 | 45.6 | 55.9 |
Write-off of rental product sold | 6.7 | 4.7 | 14 |
Other depreciation and amortization | 16.4 | 19.5 | 24.1 |
(Gain) / loss from lease termination and write-off of fixed and intangible assets | 0.6 | 0 | 0 |
Loss on asset impairment related to restructuring | 4.9 | 0 | 0 |
Proceeds from rental product sold | (17.9) | (12.9) | (17.9) |
(Gain) / loss from liquidation of rental product | (2.7) | (0.6) | 0.9 |
Accrual of paid-in-kind interest | 14.3 | 38.8 | 36.9 |
Settlement of paid-in-kind interest | 0 | (6.3) | 0 |
Amortization of debt discount | 4.3 | 5.9 | 5 |
Loss on debt extinguishment | 0 | 12.2 | 0.6 |
Share-based compensation expense | 25.4 | 26.6 | 8.2 |
Remeasurement of warrant liability | 0 | 24.9 | (0.4) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (2.8) | (7) | 0.3 |
Operating lease right-of-use assets | 2 | 3.4 | (0.4) |
Other assets | 0.9 | (3) | 1.8 |
Accounts payable, accrued expenses and other current liabilities | (3.9) | 18.4 | (4.5) |
Deferred revenue and customer credit liabilities | 1.5 | 4.7 | (7.3) |
Operating lease liabilities | (4.6) | (6.2) | 11.4 |
Other liabilities | (0.3) | 0.8 | (0.3) |
Net cash (used in) provided by operating activities | (47.7) | (42.3) | (42.8) |
INVESTING ACTIVITIES | |||
Purchases of rental product | (62.1) | (30.8) | (54.9) |
Proceeds from liquidation of rental product | 8.8 | 5.7 | 2.4 |
Proceeds from sale of rental product | 17.9 | 12.9 | 17.9 |
Purchases of fixed and intangible assets | (8.9) | (10.3) | (23.8) |
Net cash (used in) provided by investing activities | (44.3) | (22.5) | (58.4) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock upon IPO, net of offering costs | 0 | 327.3 | 0 |
Proceeds from issuance of redeemable preferred stock | 0 | 21.2 | 60.4 |
Proceeds from exercise of stock options under stock incentive plan | 0 | 3.3 | 0.5 |
Proceeds from line of credit | 0 | 0 | 15 |
Principal repayments on line of credit | 0 | 0 | (59) |
Proceeds from long-term debt | 0 | 0 | 155 |
Principal repayments on long-term debt | 0 | (135) | 0 |
Debt extinguishment costs | 0 | (4.7) | 0 |
Proceeds from short-term financing agreements | 0 | 5 | 0 |
Other financing payments | (4) | (1.9) | (3.4) |
Net cash (used in) provided by financing activities | (4) | 215.2 | 168.5 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (96) | 150.4 | 67.3 |
Cash and cash equivalents and restricted cash at beginning of period | 259.6 | 109.2 | 41.9 |
Cash and cash equivalents and restricted cash at end of period | 163.6 | 259.6 | 109.2 |
Reconciliation of Cash and Cash Equivalents and Restricted Cash to the Consolidated Balance Sheets: | |||
Cash and cash equivalents | 154.5 | 247.6 | 95.3 |
Restricted cash, current | 3.1 | 5.4 | 3.4 |
Restricted cash, noncurrent | 6 | 6.6 | 10.5 |
Total cash and cash equivalents and restricted cash | 163.6 | 259.6 | 109.2 |
Cash payments (receipts) for: | |||
Interest paid on loans | 19.8 | 10.2 | 3.7 |
Interest paid on financing leases | 0.1 | 0.1 | 0 |
Fixed operating lease payments (reimbursements), net | 13.5 | 15.8 | 2.6 |
Fixed assets and intangibles received in the prior period | 0.8 | 0.5 | 2.1 |
Rental product received in the prior period | 6.5 | 3.6 | 3.7 |
Non-cash financing and investing activities: | |||
Financing lease right-of-use asset amortization | 0.5 | 0.3 | 0.2 |
ROU assets obtained in exchange for lease liabilities | 1.2 | 0.9 | 0.1 |
Purchases of fixed assets and intangibles not yet settled | 0.1 | 0.8 | 0.5 |
Purchases of rental product not yet settled | 5.4 | 6.5 | 3.6 |
Increase (Decrease) in Accrued Liabilities [Abstract] | |||
Accrued expense related to the loss on asset impairment | $ 0.4 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2023 | Jan. 31, 2022 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common Class A | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 300,000,000 | |
Common stock, shares, issued (in shares) | 61,956,536 | 60,104,058 |
Common stock, shares, outstanding (in shares) | 61,956,536 | 60,104,058 |
Common Class B | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | |
Common stock, shares, issued (in shares) | 3,066,251 | 2,932,739 |
Common stock, shares, outstanding (in shares) | 3,066,251 | 2,932,739 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Millions | Total | Redeemable Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Redeemable preferred stock beginning balance (in shares) at Jan. 31, 2020 | 26,992,271 | ||||
Redeemable preferred stock beginning balance at Jan. 31, 2020 | $ 330.5 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of redeemable preferred stock (in shares) | 4,145,650 | ||||
Issuance of redeemable preferred stock | $ 57.6 | ||||
Redeemable preferred stock ending balance (in shares) at Jan. 31, 2021 | 31,137,921 | ||||
Redeemable preferred stock ending balance at Jan. 31, 2021 | $ 388.1 | ||||
Beginning balance (in shares) at Jan. 31, 2020 | 10,371,636 | ||||
Beginning balance at Jan. 31, 2020 | $ (364.3) | $ 0 | $ 54 | $ (418.3) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued under stock incentive plan (in shares) | 84,885 | ||||
Stock issued under stock incentive plan | 0.5 | 0.5 | |||
Share-based compensation expense | 8.2 | 8.2 | |||
Net loss | (171.1) | (171.1) | |||
Ending balance (in shares) at Jan. 31, 2021 | 10,456,521 | ||||
Ending balance at Jan. 31, 2021 | (526.7) | $ 0 | 62.7 | (589.4) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of redeemable preferred stock (in shares) | 1,437,541 | ||||
Issuance of redeemable preferred stock | $ 21.2 | ||||
Conversion of redeemable preferred stock (in shares) | (32,575,462) | ||||
Conversion of redeemable preferred stock | $ (409.3) | ||||
Redeemable preferred stock ending balance (in shares) at Jan. 31, 2022 | 0 | ||||
Redeemable preferred stock ending balance at Jan. 31, 2022 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of redeemable preferred stock, in shares | 32,575,462 | ||||
Conversion of redeemable preferred stock | 409.3 | $ 0.1 | 409.2 | ||
Stock issued under stock incentive plan (in shares) | 583,439 | ||||
Stock issued under stock incentive plan | 3.3 | 3.3 | |||
Stock issued as part of IPO, net of offering costs (in shares) | 17,000,000 | ||||
Stock issued as part of IPO, net of offering costs | 327.3 | 327.3 | |||
Issuance of warrants | 6.4 | 6.4 | |||
Exercise of warrants (in shares) | 2,421,375 | ||||
Exercise of warrants | 35.5 | 35.5 | |||
Reclassification of warrants | 1.2 | 1.2 | |||
Share-based compensation expense | 26.6 | 26.6 | |||
Net loss | (211.8) | (211.8) | |||
Ending balance (in shares) at Jan. 31, 2022 | 63,036,797 | ||||
Ending balance at Jan. 31, 2022 | 71.1 | $ 0.1 | 872.2 | (801.2) | |
Redeemable preferred stock ending balance (in shares) at Jan. 31, 2023 | 0 | ||||
Redeemable preferred stock ending balance at Jan. 31, 2023 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued under stock incentive plan (in shares) | 1,985,990 | ||||
Stock issued under stock incentive plan | 0 | ||||
Issuance of warrants | 6.9 | 6.9 | |||
Share-based compensation expense | 25.4 | 25.4 | |||
Net loss | (138.7) | (138.7) | |||
Ending balance (in shares) at Jan. 31, 2023 | 65,022,787 | ||||
Ending balance at Jan. 31, 2023 | $ (35.3) | $ 0.1 | $ 904.5 | $ (939.9) |
Business
Business | 12 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Description of Business Rent the Runway, Inc.’s (the “Company”) mission is to power women to feel their best every day. Launched in November 2009, the Company has built the world’s first and largest shared designer closet with tens of thousands of styles b y hundreds of brand p artners. The Company gives customers access to its “unlimited closet” through its subscription offering (“Subscription”) or the ability to rent a-la-carte through its reserve offering (“Reserve”). The Company’s corporate headquarters is located in Brooklyn, New York and the operational facilities are located in Secaucus, New Jersey, and Arlington, Texas. Its wholly-owned subsidiary, Rent the Runway Limited (the “Subsidiary”), is located in Galway, Ireland, and is focused on software development and support activities. All revenue is currently generated in the United States. Substantially all revenue is derived from rental subscription fees and a-la-carte rental fees, with a portion derived from the sale of apparel and accessories and other fees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain amounts in the financial statements have been reclassified to conform to the current presentation. Fiscal Year The Company operates on a fiscal calendar ending January 31. All references to fiscal year 2020 reflect the results of the 12-month period ending January 31, 2021. All references to fiscal year 2021 reflect the results of the 12-month period ending January 31, 2022. All references to fiscal year 2022 reflect the results of the 12-month period ending January 31, 2023. All references to fiscal year 2023 reflect the results of the 12-month period ending January 31, 2024. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The Company has one operating and reportable segment as the CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. All revenue is attributed to customers based in the United States and substantially all the Company’s long-lived assets are located in the United States. Initial Public Offering On October 27, 2021, the Company completed its initial public offering (“IPO”) and the Company’s Class A common stock began public trading on the Nasdaq Stock Market LLC under the symbol “RENT”. In connection with the IPO, the Company issued and sold 17,000,000 shares of its Class A common stock at a public offering price of $21.00 per share. The Company received proceeds of $327.3 million from the IPO which are net of underwriting discounts of $24.1 million and offering costs paid by the Company of $5.6 million. Offering costs, including legal, accounting, printing and other costs directly related to the IPO have been recorded in Additional paid-in capital against the proceeds from the IPO on the Company’s consolidated balance sheet. At the closing of the IPO, the Company’s then outstanding redeemable preferred stock converted into 32,575,462 shares of the Company’s Class A common stock. The carrying value of the redeemable preferred stock of $409.3 million was reclassified to common stock and additional paid-in-capital. In connection with the effectiveness of the Company’s IPO registration statement on Form S-1 (the “registration statement”), the Company recog nized $14.4 million in share-based compensation expense for (i) certain restricted stock units (“RSUs”) that contain both service-based and liquidity-based vesting conditions that were satisfied upon the effectiveness of the registration statement and (ii) the fully vested portion of certain RSU awards that were granted upon the effectiveness of the IPO. In connection with the IPO, the Company adopted an amended and restated certificate of incorporation (the “amended charter”) and adopted amended and restated bylaws (the “amended bylaws”). The amended charter authorized capital stock consisting of: • 300,000,000 shares of Class A common stock, par value $0.001 per share; • 50,000,000 shares of Class B common stock, par value $0.001 per share; and • 10,000,000 shares of preferred stock, par value $0.001 per share. Holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to twenty votes per share. Immediately after the effectiveness of the amended charter, 2,932,739 shares of Class A common stock held by the Company’s co-founders were exchanged for an equivalent number of shares of Class B common stock. In addition, the terms of certain outstanding equity awards held by the Company’s co-founders were modified to provide that such awards are exercisable or settle into shares of Class B common stock. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful life and salvage value of rental product, incremental borrowing rate (“IBR”) to determine lease liabilities, and the valuation of share-based compensation and warrants. As of January 31, 2023, the effects of the macroeconomic environment on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash investments with high credit quality financial institutions. The Company believes no significant credit risk exists with respect to these financial instruments. No single customer accounted for more than 5% of the Company’s revenue during the years ended January 31, 2023, 2022, and 2021. Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis, at least annually. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities, are as follows: Level 1: Observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs, in which there is little or no market data which require the Company to develop its own assumptions. Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include funds in transit from banks for customer credit card transactions that settle in less than seven days. These funds totaled $3.4 million and $3.5 million as of January 31, 2023 and 2022, respectively. As of January 31, 2023 and 2022, the Company had $9.1 million and $12.0 million, respectively, of current and noncurrent restricted cash that consisted primarily of letters of credit pledged as security deposits for the headquarters and operational facilities leases. Rental Product, Net The Company considers rental product to be a long-term productive asset and, as such, classifies it as a noncurrent asset on the consolidated balance sheets. Rental product is stated at cost, less accumulated depreciation. The Company depreciates rental product, less an estimated salvage value, over the estimated useful lives of the assets using the straight-line method. The useful life is determined based on historical trends and an assessment of any future changes. The salvage value considers the historical trends and projected liquidation proceeds for the assets. The estimated useful lives and salvage values are described below: Useful Life Salvage Value Apparel 3 years 20 % Accessories 2 years 30 % In accordance with its policy, the Company reviews the estimated useful lives and salvage values of rental product on an ongoing basis. The Company offers its customers an opportunity to purchase items prior to the end of their useful life. In such instances, the Company considers the disposal of rental product to be a sale and, as such, records the proceeds as other revenue and the net book value of the items at the time of sale as rental product depreciation in the consolidated statements of operations within rental product depreciation and revenue share. Write-offs for losses on lost, damaged, and unreturned apparel and accessories are also recorded within rental product depreciation and revenue share. Once it is no longer considered rentable, rental product in a sellable condition is classified as held for sale and written down to salvage value. The value of rental product held for sale as of January 31, 2023 and 2022 was $3.0 million and $2.1 million, respectively. The accelerated depreciation related to rental product held for sale was $6.9 million , $3.9 million and $7.7 million for the years ended January 31, 2023, 2022, and 2021, respectively. The accelerated depreciation is presented on the consolidated statements of operations within rental product depreciation and revenue share. When rental product is liquidated, the Company records the gain or loss calculated as proceeds, net of the remaining salvage value and costs to sell, within general and administrative expenses on the consolidated statement of operations. The gain or loss from the liquidation of rental product is included as an adjustment to reconcile net loss to net cash used by operating activities in the consolidated statements of cash flows. The purchases of rental product as well as the proceeds from the sale and liquidation of rental product are classified as cash flows from investing activities on the consolidated statements of cash flows because the predominant activity of the rental product purchased is to generate rental revenue and such classification is consistent with the classification of long-term asset activity. Proceeds from the liquidation of rental product, net of costs to sell, were $8.8 million, $5.7 million and $2.4 million for the years ended January 31, 2023 , 2022 and 2021, respectively. Proceeds from the sale of rental product were $17.9 million , $12.9 million and $17.9 million for the years ended January 31, 2023 , 2022, and 2021 , respectively. The Company mitigates residual value risk of its rental product primarily by utilizing specific cleaning, repair and restoration methods relying on its years of process know-how to maintain the condition of the rental product over its useful life, and by employing various in-house and third-party liquidation strategies to maximize liquidation value and overall return on rental product. The Company also utilizes its own-developed technology in combination with its customer service department to recover rental items from delinquent customers. Revenue Recognition Subscription and a-la-carte rental fees (“Subscription and Reserve rental revenue”) are recognized in accordance with Accounting Standard Update (“ASU”) 2016-02 , Leases, Topic 842 (“ASC 842”). Other revenue, primarily related to the sale of rental product, is recognized under ASU 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”) at the date of delivery of the product to the customer. Other revenue represented 9% , 9%, and 14% of total revenue for the years ended January 31, 2023, 2022 and 2021, respectively. Revenue is presented net of promotional discounts, customer credits and refunds. Promotional discounts are recognized in accordance with either ASC 842 or ASC 606, based on the guidance applied to the rental fees or product sales to which the promotional discounts are related. Revenue is presented net of taxes that are collected from customers and remitted to governmental authorities. The Company recognizes a liability at the time a customer credit or a gift card is issued, and revenue is recognized upon redemption of the credit or gift card. The Company’s customer credit liability is presented on the consolidated balance sheets. During the year ended January 31, 2023, $1.9 million of credits included in the customer credit liability as of January 31, 2022 were redeemed. Customer credits and gift cards do not have expiration dates. Over time, a portion of these instruments is not redeemed. The Company recognizes breakage income related to these instruments based on the redemption pattern method. The Company continues to maintain the full liability for the unredeemed portion of the credits and gift cards when the Company has any legal obligation to remit such credits to government authorities in relevant jurisdictions. Subscription and Reserve Rental Revenue Subscription fees are recognized ratably over the subscription period, commencing on the date the subscriber enrolls in the rental program. The fees are collected upon enrollment. The subscription automatically renews on a monthly basis until cancelled or paused by the customer. Subscribers can pause or cancel their subscriptions at any time. The Company recognizes fees for a-la-carte rentals ratably over the rental period, which starts with the date of delivery of rental product to the customer. A-la-carte rental orders can be placed up to four months prior to the rental start date and the customer’s payment form is charged upon order confirmation. The Company defers recognizing the fees and any related promotions for a-la-carte rentals until the date of delivery, and then recognizes those fees ratably over the four The Company accrues for credits and refunds issued subsequent to the balance sheet date that relate to rentals prior to the balance sheet date. These amounts were not material as of January 31, 2023 and 2022 . For lessors, ASC 842 provides a practical expedient to elect not to evaluate whether certain sales taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. This practical expedient was applied by the Company and it excludes these taxes from the measurement of lease revenue and the associated expense. Other Revenue Other revenue consists primarily of revenue from the sale of rental product. The Company recognizes revenue from the sale of rental product in accordance with ASC 606. Sale of rental product occurs when a customer purchases rental product at a discounted price, calculated as a percentage of retail value. Payment is due upon order confirmation and there is no financing component. The single performance obligation associated with rental product sales is generally satisfied upon delivery of the rental product to the customer. The Company does not have any material contractual assets or liabilities with respect to other revenue as of January 31, 2023 and 2022 . From time to time, Other revenue may include revenue generated from pilots and other growth initiatives which may cause quarterly fluctuations in the Other revenue line. Lease - Lessee Accounting Refer to the Subscription and Reserve Rental Revenue section above for the Company’s accounting policy related to lessor accounting. The Company determines whether a contract is or contains a lease at contract inception. Right-of-use (“ROU”) assets and lease liabilities are measured and recognized at the lease commencement date based on the present value of lease payments over the expected lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its IBR as of the effective date or the commencement date of the lease, whichever is later, to determine the present value of lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its IBR. Lease payments are based on fixed amounts explicit in the lease agreements. Certain real estate leases include payments at variable amounts based on operating expenses of the lessor, such as common area charges, real estate taxes and insurance. Most equipment leases include variable sales tax payments based on state sales tax rates. Additionally, the Company procures a portion of its rental product from brand partners under revenue share arrangements, which are considered variable lease payments. See Note 5 - Leases – Lessee Accounting for additional details. For lessees, the guidance provides a practical expedient, by class of underlying asset, to elect a combined single lease component presentation. This practical expedient was applied by the Company as a lessee to all asset classes. With respect to ROU assets, operating lease ROU assets are presented as a separate line item on the Company’s consolidated balance sheets, while finance lease ROU assets are included in fixed assets on the consolidated balance sheets. With respect to lease liabilities, operating lease liabilities are presented as separate line items, while finance lease liabilities are included in other current liabilities and other long-term liabilities on the consolidated balance sheets, based on the remaining term of the underlying lease agreements. The Company does not recognize ROU assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less) and recognizes the related lease expense on a straight-line basis over the lease term, as applicable. Fixed and Intangible Assets, Net Fixed and intangible assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of fixed and intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of fixed and intangible assets are described below: Leasehold improvements Lesser of estimated useful life or lease term Machinery and equipment 5 to 6 years Furniture and fixtures 5 years Computer hardware 3 years Reusable packaging 1.5 years Capitalized third-party software 3 years Capitalized internally developed software 2 years The Company capitalizes third-party and internally developed software costs in connection with its proprietary systems and its enterprise resource planning system that are incurred during the application development stage. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of accounts receivable, net, interest receivable, prepaid insurance, prepaid technology expenses and prepaid taxes. Accounts receivable, net consists primarily of amounts due from third party liquidation and Exclusive Design wholesale partners that do not bear interest. The Company records an allowance for doubtful accounts taking into consideration historical losses adjusted for current market conditions, the financial condition of the customer, the amount of receivables in dispute, and the current receivables aging and payment patterns. Accounts receivable, net was $4.0 million and $1.1 million as of January 31, 2023 and 2022, respectively. The allowance for doubtful accounts was immaterial as of January 31, 2023 and 2022. As of January 31, 2023, one third party partner represented the majority of the Company’s accounts receivable balance. Other Assets Other assets consist primarily of capitalized implementation costs incurred in cloud computing arrangements and deposits for periods that exceed one year from the balance sheet date. Expenses Fulfillment Fulfillment expenses consist of fulfillment costs to receive, process and fulfill customer orders, including fulfillment labor payroll and related costs, third-party shipping expenses, cost of packaging materials, cleaning expenses, and other fulfillment related costs. Technology Technology expenses consist of technology payroll and related costs, professional services, and third-party software and license fees. Marketing Marketing expenses include online and mobile marketing, search engine optimization and email costs, marketing payroll and related expenses, agency fees, printed collateral, consumer research, and other related costs. Advertising costs amounted to $30.7 million, $20.6 million, and $4.2 million for the years ended January 31, 2023, 2022, and 2021, respectively. Costs associated with advertising campaigns are expensed when the advertising first appears in the media, and other advertising costs are expensed as incurred. General and Administrative General and administrative expenses are comprised of all other employee payroll and related expenses, including customer service costs, occupancy costs (including warehouse-related), professional services, credit card fees, general warehouse and corporate expenses, and other administrative costs. Rental Product Depreciation and Revenue Share Rental product depreciation and revenue share expenses are comprised of depreciation and write-offs of rental product, and payments under revenue share arrangements with brand partners. Other Depreciation and Amortization Other depreciation and amortization expenses are comprised of depreciation and amortization amounts for fixed assets, intangible assets, and financing right-of-use assets. The classification of expenses varies across industries. Accordingly, the Company’s categories of expenses may not be comparable to those of other companies. Share-Based Compensation The Company recognizes all employee share-based compensation as an expense in the consolidated financial statements. Equity classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options is recognized as compensation expense on a straight-line basis over the requisite service period of the award. Determining the fair value of options at the grant date requires judgment, including the expected term that stock options will be outstanding prior to exercise, the associated volatility, and the expected dividend yield. The fair value of common stock post-IPO is based on the closing price of the common stock on the date of grant as reported on the Nasdaq Stock Market. Upon grant of awards, the Company also estimates an amount of forfeitures that will occur prior to vesting. The Company has granted two types of RSUs. Prior to the effectiveness of the Company’s IPO , the Company granted RSUs which vest only upon satisfaction of both time-based service and liquidity-based conditions. The Company records share-based compensation expense for such RSUs on an accelerated attribution method over the requisite service period and only once the liquidity-based condition is satisfied. The liquidity-based vesting condition was satisfied upon the effectiveness of the Company’s IPO . Share-based compensation related to any remaining time-based service for these RSUs after the liquidity-based event is recorded over the remaining requisite service period. Post IPO, the Company has granted RSUs which vest upon satisfaction of a single time-based service condition. The Company records share-based compensation expense for these RSUs on a straight-line basis over the requisite service period. See Note 14 - Share-based Compensation Plans for a description of the accounting for share-based awards. Income Taxes The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. The Company implemented the effects of the Tax Act and its impact was not material to the consolidated financial statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Financial Accounting Standards Board (“FASB”) Staff Q&A Topic No. 5, Accounting for Global Intangible Low-Taxed Income (“GILTI”), states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences that are expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. Long-Lived Asset Impairment Long-lived assets, such as rental product, fixed assets, intangible assets, and right-of-use lease assets, are reviewed for impairment triggers when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. The Company recorded asset impairment charges of $5.3 million, of which $4.9 million related to the write-off of fixed assets and $0.4 million related to accrued expenses, during the year ended January 31, 2023, related to discontinuing two warehouse operations projects in the third and fourth quarters of fiscal year 2022 in connection with the September 2022 restructuring plan as described in Note 4, Restructuring and Related Charges. No impairment losses were recognized during the years ended January 31, 2022 and 2021 except for the write-off of apparel and accessories in the normal course of business (see Rental Product disclosure). Net Loss per Share Attributable to Common Stockholders The Company computes net loss per share attributable to common stockholders under the two-class method required for multiple classes of common stock and participating securities. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable preferred stock, stock options to purchase common stock, warrants to purchase common and redeemable preferred stock, and RSUs are considered potentially dilutive securities but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. The shares of common stock associated with the equity-classified common stock warrants with an exercise price of $0.01 were considered outstanding for the purposes of computing basic and diluted net loss per share attributable to common stockholders because the shares could be issued for little or no consideration, were fully vested, and were exercisable after the original issuance date. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Insurance Proceeds During the year ended January 31, 2022, the Company recorded insurance recoveries of $4.0 million related to a network issue during the year ended January 31, 2020. The amount is recorded in other income / (expense), net in the consolidated statements of operations. Foreign Currency The functional currency of the Subsidiary is U.S. dollar, which is the functional currency of the Company. The local currency of the Subsidiary is Euro. Monetary assets and liabilities of the Subsidiary are remeasured at the rate of exchange in effect on the balance sheet date; income and expenses are remeasured at the average exchange rates throughout the year. The related remeasurement adjustments are included in general and administrative expenses in the consolidated statements of operations. Recently Issued and Adopted Accounting Pronouncements Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves the consistency in application of other areas by clarifying and amending existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within those years, and early adoption is permitted. Certain amendments of this standard may be adopted on a retrospective basis, modified retrospective basis or prospective basis. The Company adopted this standard on February 1, 2022 on a prospective basis, and the adoption of this standard did not have a material impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Debt - Debt with Conversion and Other Options and Derivatives and Hedging In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance reduces complexity and improves comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires an entity to |
Liquidity
Liquidity | 12 Months Ended |
Jan. 31, 2023 | |
Liquidity [Abstract] | |
Liquidity | Liquidity The Company has incurred a net loss from operations since inception and has historically relied upon debt and equity financing to fund its operations. The Company experienced revenue and subscriber growth in fiscal year 2022. However, we believe that macroeconomic factors, including sensitivity to increased pricing impacted active subscriber levels in fiscal year 2022. In September 2022, the Company announced a restructuring plan that is now expected to generate annual operating expense savings of approximately $25 million (relative to the second quarter of fiscal year 2022 run rate) in fiscal year 2023. Actual savings may differ from these estimates. While the Company experienced revenue growth in fiscal years 2021 and 2022, to the extent that the Company is further impacted by macroeconomic trends, the Company has established plans to preserve existing cash liquidity, which includes additional reductions to labor, operating expenses, and/or capital expenditures. As of January 31, 2023, the Company held cash and cash equivalents of $154.5 million. 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. Refer to Note 8 - Long-Term Debt for details of the amendment to refinance the Temasek debt facility in January 2023. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Jan. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | Restructuring and Related Charges On September 12, 2022, the Company announced a restructuring plan to reduce costs, streamline its organizational structure and drive operational efficiencies. The plan primarily included total workforce reductions of approximately 24% of corporate employees (primarily a reduction in force, with some open role closures/reduce d backfills), reorganizing certain functions and reallocating resources to continue to focus on customer experience and growth initiatives. Restructuring charges of $2.4 million for severance and related costs were recognized during the year ended January 31, 2023 and are reflected in Restructuring charges on the Company’s Consolidated Statements of Operations. Accrued restructuring charges as of January 31, 2023 were immaterial. The Company recorded asset impairment charges of $5.3 million, of which $4.9 million related to the write-off of fixed assets and $0.4 million related to accrued expenses, during the year ended January 31, 2023, related to discontinuing two warehouse operations projects during the third and fourth quarters of fiscal year 2022 in connection with the September 2022 restructuring plan. The charge is reflected in Loss on asset impairment related to restructuring on the Company’s Consolidated Statements of Operations. |
Leases - Lessee Accounting
Leases - Lessee Accounting | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Leases - Lessee Accounting | Leases - Lessee AccountingAs a lessee, the Company has operating real estate leases for its operational facilities, retail locations and corporate headquarters. The Company has operating and finance leases for its computers and equipment. Additionally, the Company procures a portion of its rental product from brand partners under revenue share arrangements, which are considered operating leases. All revenue share payments are recognized as variable lease costs and recorded in rental product depreciation and revenue share in the consolidated statements of operations. The Company’s real estate and equipment lease terms generally range from less than one During the year ended January 31, 2021, the Company decided it would no longer fully utilize the space within three of its real estate leases and obtained subleases for those leased facilities. The subleases do not relieve the Company of its primary lease obligations. The sublessor agreements are considered operating leases, maintaining the historical classification of the underlying lease. The Company does not recognize any underlying assets for the subleases as a lessor of operating lease. The net amount received from the subleases is recorded within general and administrative expenses. During the year ended January 31, 2023 , the Company amended the operating lease for its corporate headquarters in Brooklyn, NY, the terms of which terminated one floor of the leased space . The partial lease termination of the corporate headquarters leased space resulted in a reduction of $10.6 million in the Company’s future minimum fixed lease obligations as of the lease modification date. The Company treated the partial lease termination amendment as a lease modification as of the effective date which resulted in an adjustment of $3.7 million and $1.4 million to the related lease liabilities and right-of-use assets, respectively. The Company recorded a gain on the partial termination of $1.8 million and a loss on surrender of the related fixed assets, primarily leasehold improvements, of $1.9 million, both of which are recorded on the consolidated statements of operations within general and administrative expenses. As of January 31, 2023 and 2022, the weighted-average remaining lease term for operating leases was 8.38 years and 8.93 years, respectively, and the weighted-average discount rate was 16.26% and 16.82%, respectively. As of January 31, 2023 and 2022, the weighted-average remaining lease term for financing leases was 2.18 years and 2.25 years, respectively, and weighted-average discount rate was 16.41% and 11.77%, respectively. The following table summarizes the components of lease costs incurred by the Company during the years ended January 31, 2023, 2022 and 2021 : January 31, 2023 2022 2021 Operating lease costs $ 11.3 $ 12.9 $ 13.1 Short-term lease costs — 0.1 2.4 Total fixed lease costs 11.3 13.0 15.5 Variable lease costs 30.7 22.7 19.8 Total lease costs 42.0 35.7 35.3 Sublease income (3.2) (4.0) (1.8) Total lease costs, net $ 38.8 $ 31.7 $ 33.5 The following table summarizes the Company’s minimum fixed lease obligations under existing agreements as a lessee, excluding variable payments and short-term lease payments, as of January 31, 2023: Operating Financing Fiscal year: 2023 $ 10.9 $ 0.6 2024 9.5 0.5 2025 8.2 0.2 2026 8.1 — 2027 7.9 — Thereafter 34.7 — Total minimum lease payments 79.3 1.3 Imputed interest (36.6) (0.2) Lease liabilities as of January 31, 2023 $ 42.7 $ 1.1 |
Leases - Lessee Accounting | Leases - Lessee AccountingAs a lessee, the Company has operating real estate leases for its operational facilities, retail locations and corporate headquarters. The Company has operating and finance leases for its computers and equipment. Additionally, the Company procures a portion of its rental product from brand partners under revenue share arrangements, which are considered operating leases. All revenue share payments are recognized as variable lease costs and recorded in rental product depreciation and revenue share in the consolidated statements of operations. The Company’s real estate and equipment lease terms generally range from less than one During the year ended January 31, 2021, the Company decided it would no longer fully utilize the space within three of its real estate leases and obtained subleases for those leased facilities. The subleases do not relieve the Company of its primary lease obligations. The sublessor agreements are considered operating leases, maintaining the historical classification of the underlying lease. The Company does not recognize any underlying assets for the subleases as a lessor of operating lease. The net amount received from the subleases is recorded within general and administrative expenses. During the year ended January 31, 2023 , the Company amended the operating lease for its corporate headquarters in Brooklyn, NY, the terms of which terminated one floor of the leased space . The partial lease termination of the corporate headquarters leased space resulted in a reduction of $10.6 million in the Company’s future minimum fixed lease obligations as of the lease modification date. The Company treated the partial lease termination amendment as a lease modification as of the effective date which resulted in an adjustment of $3.7 million and $1.4 million to the related lease liabilities and right-of-use assets, respectively. The Company recorded a gain on the partial termination of $1.8 million and a loss on surrender of the related fixed assets, primarily leasehold improvements, of $1.9 million, both of which are recorded on the consolidated statements of operations within general and administrative expenses. As of January 31, 2023 and 2022, the weighted-average remaining lease term for operating leases was 8.38 years and 8.93 years, respectively, and the weighted-average discount rate was 16.26% and 16.82%, respectively. As of January 31, 2023 and 2022, the weighted-average remaining lease term for financing leases was 2.18 years and 2.25 years, respectively, and weighted-average discount rate was 16.41% and 11.77%, respectively. The following table summarizes the components of lease costs incurred by the Company during the years ended January 31, 2023, 2022 and 2021 : January 31, 2023 2022 2021 Operating lease costs $ 11.3 $ 12.9 $ 13.1 Short-term lease costs — 0.1 2.4 Total fixed lease costs 11.3 13.0 15.5 Variable lease costs 30.7 22.7 19.8 Total lease costs 42.0 35.7 35.3 Sublease income (3.2) (4.0) (1.8) Total lease costs, net $ 38.8 $ 31.7 $ 33.5 The following table summarizes the Company’s minimum fixed lease obligations under existing agreements as a lessee, excluding variable payments and short-term lease payments, as of January 31, 2023: Operating Financing Fiscal year: 2023 $ 10.9 $ 0.6 2024 9.5 0.5 2025 8.2 0.2 2026 8.1 — 2027 7.9 — Thereafter 34.7 — Total minimum lease payments 79.3 1.3 Imputed interest (36.6) (0.2) Lease liabilities as of January 31, 2023 $ 42.7 $ 1.1 |
Rental Product, Net
Rental Product, Net | 12 Months Ended |
Jan. 31, 2023 | |
Rental Product [Abstract] | |
Rental Product, Net | Rental Product, Net Rental product, net consisted of the following: January 31, January 31, 2023 2022 Apparel $ 156.7 $ 164.4 Accessories 5.9 6.8 162.6 171.2 Less accumulated depreciation (83.9) (94.9) Rental product, net $ 78.7 $ 76.3 Depreciation and write-offs related to rental product, including write-offs of rental products sold, was $52.9 million , $50.3 million, and $69.9 million for the years ended January 31, 2023, 2022, and 2021, respectively. |
Fixed and Intangible Assets, Ne
Fixed and Intangible Assets, Net | 12 Months Ended |
Jan. 31, 2023 | |
Fixed And Intangible Assets [Abstract] | |
Fixed and Intangible Assets, Net | Fixed and Intangible Assets, Net Fixed and intangible assets, net consisted of the following: January 31, January 31, 2023 2022 Leasehold improvements $ 53.8 $ 55.4 Machinery and equipment 45.9 48.3 Reusable packaging 3.5 6.0 Computer hardware 4.5 5.1 Furniture and fixtures 3.9 4.3 Financing lease ROU assets 2.2 1.4 113.8 120.5 Less accumulated depreciation (69.1) (63.3) Fixed assets, net $ 44.7 $ 57.2 Software assets $ 20.9 $ 23.2 Less accumulated amortization (16.8) (16.8) Intangible assets, net $ 4.1 $ 6.4 Depreciation related to fixed assets was $12.7 million, $14.8 million, and $18.4 million for the years ended January 31, 2023, 2022, and 2021 , respectively. Amortization of intangible assets was $3.7 million, $4.7 million, and $5.7 million for the years ended January 31, 2023, 2022, and 2021 , respectively. See Note 5 — Leases – Lessee Accounting for further details related to the finance lease ROU assets included in fixed assets on the consolidated balance sheets. As of January 31, 2023, expected amortization of intangible assets (excluding software projects not yet deployed) is as follows: Fiscal year: 2023 $ 2.0 2024 0.6 2025 — Thereafter — Total future amortization $ 2.6 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Summary The following table summarizes the Company’s line of credit and long-term debt outstanding as of January 31, 2023 and 2022 : January 31, January 31, 2023 2022 Temasek Facility principal outstanding $ 271.6 $ 271.6 Add: payment-in-kind interest 17.8 3.5 Less: unamortized debt discount (16.9) (14.3) Temasek Facility, net 272.5 260.8 Less: current portion of long-term debt — — Total noncurrent line of credit and long-term debt $ 272.5 $ 260.8 Bank of America Line of Credit In April 2019, the Company entered into a Credit Agreement with Bank of America and an asset-backed revolving credit facility (the “Line of Credit”) was put in place with Bank of America as agent and a lender, and Barclays Bank PLC and Goldman Sachs Bank USA as additional lenders. In October 2020, the Company entered into a new secured term loan senior credit agreement with Ares Corporate Opportunities Fund V, L.P. (the “Ares Facility” described below) and repaid all outstanding principal on the Line of Credit, and terminated the credit commitments. During the year ended January 31, 2021, the Company recognized a $0.6 million loss on debt extinguishment related to this transaction. There were no outstanding balances as of January 31, 2023 and 2022 . Temasek Facility In July 2018, the Company entered into a subordinated, junior lien term loan agreement with Double Helix Pte Ltd. as administrative agent for Temasek Holdings (the “Temasek Facility”). The Company drew $100.0 million under the Temasek Facility at closing with the ability to draw an additional $100.0 million in multiple drawings at any time prior to July 23, 2020 (the “Initial Temasek Commitments”) based on meeting certain performance and financial tests at each draw. In November 2019, the Company drew an additional $50.0 million of the Initial Temasek Commitments and amended the Temasek Facility to include an additional $30.0 million of committed availability (the “Subsequent Temasek Commitments”). In March 2020, the Company drew the remaining $50.0 million of the Initial Temasek Commitments and the $30.0 million of the Subsequent Temasek Commitments. Prior to the termination of the Ares Facility (defined below), the Temasek Facility was both lien-subordinated and payment-subordinated to the Ares Facility (described below) pursuant to a Subordination Agreement entered into in October 2020 that functions as both a secured lender intercreditor agreement and a subordination agreement (for payment subordination); the Ares Facility was senior debt, and the Temasek facility was subordinated debt with respect to the Ares Facility. The Initial Temasek Commitments had an interest rate of 15% per annum that accrued as noncash interest. The Subsequent Temasek Commitments had a cash interest rate of 13% per annum, payable quarterly. The Temasek Facility required mandatory prepayment upon certain defined triggering events as well as optional prepayments, but such mandatory prepayments were not required to be made while the Ares Facility was outstanding. In October 2021, the Company used proceeds from the IPO to pay down the Subsequent Temasek Commitments of $30.0 million outstanding principal and interest in full. Concurrently, the Company entered into an amendment to the Temasek Facility (the “2021 Temasek Facility Amendment”). The Temasek Facility as amended by the 2021 Temasek Facility Amendment is referred to as the “2021 Amended Temasek Facility”. This transaction was accounted for as a debt modification. The terms of the 2021 Temasek Facility Amendment provide for, among other things, (i) an extension of the maturity to October 2024, (ii) an outstanding principal under the 2021 Amended Temasek Facility of $271.6 million (with no additional debt proceeds having been funded and after giving effect to the repayment described below), and (iii) an amended interest rate of 12% with up to 5% payable in kind. On the effective date of the 2021 Temasek Facility Amendment, the Company paid down an additional $30.0 million of the outstanding principal of the 2021 Amended Temasek Facility, for a total of $60.0 million principal paydown on the Temasek Facility and 2021 Amended Temasek Facility. T he effective interest rate for the Temasek Facility for the period from the date of issuance through the date of the 2021 Temasek Facility Amendment was 15.95%. The debt discount associated with the Initial Temasek Commitments was fully accreted when the Company entered into the 2021 Temasek Facility Amendment. In October 2021, in connection with the 2021 Amended Temasek Facility, the Company recorded a debt discount of $15.3 million, of which $0.2 million related to lender fees, $5.3 million related to the allocation of proceeds to warrants issued in relation to the 2021 Amended Temasek Facility, $1.0 million related to the extension of the term of warrants issued in relation to the Temasek Facility, and $8.8 million related to fees incurred to amend the 2021 Amended Temasek Facility . These amounts are being accreted to the principal amount of the 2021 Amended Temasek Facility through the recognition of noncash interest expense. In January 2023, the Company entered into an amendment to the 2021 Amended Temasek Facility (“2022 Temasek Facility Amendment”). The 2021 Amended Temasek Facility as further amended by the 2022 Temasek Facility Amendment is referred to as the “2022 Amended Temasek Facility”. This transaction was accounted for as a debt modification. The terms of the amendment provide for, (i) an extension of the maturity to October 2026, (ii) a reduction of the cash portion of the interest rate to 2% per year through July 2024, increasing to 5% thereafter for the duration of the 2022 Amended Temasek Facility, and (iii) a 1% increase in the total interest rate in February 2024 from 12% to 13% and annual rate increases of 1% thereafter for the duration of the 2022 Amended Temasek Facility. In connection with the 2022 Temasek Facility Amendment, the Company granted a warrant to purchase up to 2 million shares of the Company’s Class A common stock at an exercise price of $5.00 per share. The warrant will expire on January 31, 2030. The effective interest rate for the 2021 Amended Temasek Facility for the period from the date of issuance through the date of the 2022 Amended Temasek Facility was 14.29%. The effective interest rate for the 2022 Amended Temasek Facility as of January 31, 2023 was 15.15%. In January 2023, in connection with the 2022 Amended Temasek Facility, the Company recorded a debt discount of $6.9 million related to the allocation of proceeds to warrants issued. These amounts are being accreted to the principal amount of the 2022 Amended Temasek Facility through the recognition of noncash interest expense. The 2022 Amended Temasek Facility did not change the covenants under the 2021 Amended Temasek Facility, which require the Company to comply with specified nonfinancial covenants including, but not limited to, restrictions on the incurrence of debt, payment of dividends, making of investments, sale of assets, mergers and acquisitions, modifications of certain agreements and its fiscal year, and granting of liens. Additionally, the 2022 Amended Temasek Facility includes a minimum liquidity maintenance covenant of $50.0 million. The 2022 Amended Temasek Facility also contains various events of default, the occurrence of which could result in the acceleration of obligations for the Company. The Company determined that all of the embedded features of the Temasek Facility, 2021 Amended Temasek Facility, and 2022 Amended Temasek Facility were clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company’s consolidated financial statements. Ares Facility In October 2020, the Company entered into a senior secured term loan (the “Ares Facility”) with Alter Domus (US) LLC as administrative agent for Ares Corporate Opportunities Fund V, L.P. (“Ares”). The Company received gross proceeds equal to $75.0 million (the “Ares Original Principal”). In conjunction with the incurrence of the Ares Facility, the Company received proceeds from Ares of $25.0 million for the issuance of 1,695,955 shares of Series G redeemable preferred stock. The total transaction resulted in the receipt of $100.0 million in exchange for the Ares Facility, Series G redeemable preferred stock and issuance of common stock warrants (the “Ares Financing Transaction”). The Ares Facility had an interest rate of 8% per annum accrued as noncash interest. The Ares Facility required quarterly principal payments of 0.25% of the original principal amount. The remaining principal balance would have become due in 2023. The Ares Facility required an exit payment of $1.5 million which was to be paid once the Ares Facility matured or the Ares Original Principal was paid in full. The Ares Facility was secured by a first priority lien over substantially all assets of the Company. The Ares Facility required the Company to comply with substantially the same specified nonfinancial covenants as the Temasek Facility, including but not limited to, restrictions on the incurrence of debt, making of investments, the payment of dividends, sale of assets, mergers and acquisitions, modifications of certain agreements and its fiscal year, and granting of liens. The Ares Facility also required the Company to meet specified financial covenants that were measured based on predefined consolidated EBITDA thresholds. The Ares Facility required mandatory prepayment upon defined triggering events and permitted optional prepayments, and certain of the mandatory prepayment triggering items were subject to a prepayment premium. The Ares Facility contained various events of default, the occurrence of which could result in the acceleration of oblig ations under the Ares Facility. The effective interest rate for the period from the date of issuance through the date of repayment was 13.35%. The Company determined that all of the embedded featu res of the Ares Facility were either clearly and closely related to the debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company’s consolidated financial statements. In October 2021, the Company paid down the Ares Facility outstanding principal and accrued interest in full and terminated the Ares Facility. The Company recognized a $12.2 million loss on debt extinguishment related to this transaction. There were no outstanding balances as of January 31, 2023 and 2022 . Covenants The Company w as in compliance with a ll applicable financial and nonfinancial covenants as of January 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s net loss before income tax benefit / (expense) from income taxes includes the following components: Year Ended January 31, 2023 2022 2021 Domestic $ (139.5) $ (212.6) $ (171.4) Foreign 0.6 0.5 0.3 Net loss before income tax benefit / (expense) $ (138.9) $ (212.1) $ (171.1) Total income taxes allocated to operations are as follows: Year Ended January 31, 2023 2022 2021 Current provision: Federal $ — $ — $ — State and local — — — Foreign — — — Total current provision — — — Deferred provision: Federal — — — State and local — — — Foreign 0.2 0.3 — Total deferred provision 0.2 0.3 — Total income tax benefit / (expense) $ 0.2 $ 0.3 $ — The significant components of the Company’s net deferred tax assets (liabilities) are as follows: Year Ended January 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 158.1 $ 149.7 Customer credit liabilities 1.9 1.9 Interest limitation 50.0 40.5 Capitalized R&D expenses 10.1 — Tax credits 5.7 4.2 Share-based compensation 2.4 3.3 Operating lease liabilities 11.8 14.4 Other 0.7 0.4 Total deferred tax assets 240.7 214.4 Deferred tax liabilities: Fixed assets (0.1) (4.2) Operating lease right-of-use assets (7.6) (8.9) Total deferred tax liabilities (7.7) (13.1) Net deferred tax assets before valuation allowance 233.0 201.3 Less valuation allowance (232.4) (201.0) Net deferred tax assets $ 0.6 $ 0.3 Provisions enacted in the Tax Reform Act in December 2017 related to the capitalization of research and experimental expenditures became effective on January 1, 2022. These provisions require us to capitalize research and experimental expenditures and amortize them for tax purposes over five As of January 31, 2023 and 2022, the Company maintained a valuation allowance against all of its U.S. deferred tax assets since, in the judgment of management, the realization of these assets was not considered more likely than not. The net change in the total valuation allowance for the years ended January 31, 2023 and 2022 was an increase of $31.4 million and $42.0 million, respectively. The Company’s deferred tax assets are included in other assets on the consolidated balance sheets. As of January 31, 2023, the Company had federal net operating loss tax carryforwards of approximately $596.0 million. Approximately $152.0 million of the net operating loss carryforwards will expire at various times through 2038, while $444.0 million will not expire. In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its net operating losses (“NOLs”) to offset future taxable income. The Company has determined that as of March 2021, it had undergone one ownership change on February 16, 2010, and its NOLs arising before that date are subject to Section 382 limitations. These limitations will not materially limit the use of such NOLs to offset the Company’s future taxable income. Any ownership change occurring after March 2021 may result in the imposition of additional limitations on the Company’s ability to utilize NOLs existing at the time of the ownership change. The benefit for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate to pretax loss because of the effect of the following items: Year Ended January 31, 2023 2022 2021 Compute “expected” tax benefit 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit (0.01) % (0.01) % (0.01) % Valuation of warrants — % (2.47) % — % Nondeductible transaction costs — % (0.44) % — % Nondeductible compensation (1.95) % (1.17) % — % Share-based compensation (0.48) % (0.35) % (0.38) % Current year change in valuation allowance (19.34) % (16.90) % (21.55) % Other 1.00 % 0.48 % 0.94 % Income tax benefit (expense) 0.22 % 0.14 % — % The Company has not recognized deferred tax liabilities for outside basis differences (including undistributed earnings) relating to the Company’s foreign subsidiary because such amounts have been indefinitely reinvested. The Company has determined that it is impracticable to estimate the unrecorded deferred tax liability associated with the foreign subsidiary for which the Company is asserting indefinite reinvestment. The following table summarizes the unrecognized tax benefit activity for the periods indicated: Year Ended January 31, 2023 2022 2021 Balance as of the beginning of the period $ 0.7 $ 0.6 $ — Additions based on tax positions related to the current year 0.2 0.1 0.2 Additions for tax positions of prior years — — 0.4 Reductions for tax positions of prior years — — — Lapse of statute of limitations — — — Settlements — — — Balance as of the end of the period $ 0.9 $ 0.7 $ 0.6 The amount of unrecognized tax benefits included on the consolidated balance sheets as of January 31, 2023 and 2022 are $0.9 million and $0.7 million, respectively. The total amount of unrecognized benefits relating to the Company’s tax position is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. The outcomes and timing of such events are highly uncertain and a reasonable estimate of the range of gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next 12 months cannot be made at this time. The Company is subject to United States federal and state taxation, as well as subject to taxation in Ireland. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and as of January 31, 2023, tax year 2019 and years filed thereafter remain open to examination. These examinations may result in proposed adjustments to the Company’s income tax liability or tax attributes with respect to years under examination as well as subsequent periods. The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income and deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. Any adjustments as a result of any examination may result in additional taxes or penalties against the Company. If the ultimate result of these audits differs from original or adjusted estimates, they could have a material impact on the Company’s tax provision. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. Among other things, the CARES Act has modified the Internal Revenue Code of 1986, as amended, including, but not limited to: (1) modifications to the business interest deduction limitation for tax years 2021 and 2020; (2) a technical correction of the recovery period of qualified improvement property from 39 to 15 years; and (3) a repeal of the 80% taxable income limitation on the deduction of NOLs for tax years beginning before January 1, 2021 as well as a five-year carryback period allowed for NOLs generated in tax years beginning after December 31, 2017 and before January 1, 2021. Under ASC 740, the effects of new legislation must be recognized in the period of enactment. Therefore, the effects of the CARES Act was accounted for in the year ended January 31, 2021. The Company evaluated the provisions of the CARES Act and determined that there is no material impact for the year ended January 31, 2021. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022. The key tax provisions applicable to the Company are a 15% corporate minimum tax on book income and a 1% excise tax on stock repurchases effective January 1, 2023. We do not expect these tax law changes to have a material impact on the Companies consolidated financial position; however, we will continue to evaluate their impact as further information becomes available. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Lia bilities Accrued expenses and other current liabilities consisted of the following: January 31, January 31, 2023 2022 Accrued operating and general expenses $ 6.0 $ 8.6 Revenue share payable 5.3 6.7 Accrued interest 5.1 5.0 Accrued payroll related expenses 4.7 4.0 Short-term financing — 3.5 Sales and other taxes 2.7 1.6 Gift card liability 0.6 0.6 Accrued expenses and other current liabilities $ 24.4 $ 30.0 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of January 31, 2023 and 2022 , the carrying amounts of the Company’s cash and cash equivalents, current and noncurrent restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximated their estimated fair value due to their relatively short maturities. The Company’s long-term debt is reported at carrying value on the consolidated balance sheet. Refer to Note 8 - Long-Term Debt. The Company estimates the fair value of its long-term debt based on recently reported market transactions for similar financial instruments by companies with similar credit ratings and, as such, are classified as Level 2 within the fair value hierarchy. As of January 31, 2023, the estimated fair value of the Company’s long-term debt approximates its carrying value. The Company’s warrant liabilities were reported at fair value on the Company’s consolidated balance sheet. The warrant liabilities were valued using a Black-Scholes option pricing model. The assumptions used in preparing the model include estimates such as volatility, contractual terms, dividend yield, expiration dates and risk-free interest rates. Prior to the Company’s IPO, this valuation model used unobservable market share price input on a recurring basis, and therefore was considered a Level 3 liability. The following table presents a roll forward of the fair value of the Level 3 liabilities for the year ended January 31, 2022: Warrant Balance as of January 31, 2021 $ 11.8 Issuance of common stock warrants 0.5 Changes in estimated fair value 24.4 Exercise of warrants (35.5) Reclassification to equity-classified warrants (1.2) Balance as of January 31, 2022 $ — The Company issued a warrant for 40,828 shares of common stock with a fair value at issuance of $0.5 million, included in the gain / (loss) on warrant liability revaluation, net on the consolidated statement of operations for the year ended January 31, 2022. The warrants for 1,651,701 and 40,828 shares of common stock, respectively, were automatically exercised and converted to an aggregate of 1,691,723 shares of Class A common stock through cashless exercise upon completion of the Company’s IPO. These warrants were adjusted to a fair value of $35.5 million immediately prior to exercise. The warrants for an aggregate of 88,037 shares of Series D redeemable preferred stock were converted to warrants for shares of Class A common stock as of the effective date of the IPO. These warrants were reclassified to stockholders’ equity as of the effective date of the IPO, as the redemption provision from the shares underlying these warrants was eliminated. These warrants were adjusted to fair value of $1.2 million immediately prior to reclassification . There were no outstanding liability-classified warrants as of January 31, 2023 and 2022 . |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Jan. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | Redeemable Preferred Stock During the year ended January 31, 2021, the Company sold 4,145,650 shares of Series G redeemable preferred stock in exchange for $57.6 million. During the year ended January 31, 2022, the Company sold an additional 1,437,541 shares of Series G redeemable preferred stock in exchange for $21.2 million. Upon consummation of the IPO, the Company accreted the carrying value of $409.3 million of the redeemable preferred stock to the liquidation value of $414.9 million and the Company’s 32,575,462 outstanding shares of redeemable preferred stock were converted into 32,575,462 shares of the Company’s Class A common stock. The accretion to liquidation value did not have a net impact on the Company’s additional paid-in capital. There was no outstanding redeemable preferred stock as of January 31, 2023 and 2022. Redemption The redeemable preferred stock was redeemable upon a liquidation event, such as voluntary or involuntary liquidation, dissolution, or winding up of the Company, which is outside of the Company’s control. Accordingly, these shares were considered contingently redeemable and were classified outside of stockholders’ deficit as mezzanine equity on the consolidated balance sheets. The Company accreted the carrying values of the redeemable preferred stock to their liquidation values upon the Company’s IPO. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to twenty votes per share, as well as dividends if and when declared by the Board of Directors and, upon liquidation, dissolution, winding up or other liquidation event of the Company, all assets available for distribution to common stockholders. There are no redemption provisions with respect to common stock. Preferred Stock Upon the IPO, the Company authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. No shares were issued or outstanding as of January 31, 2023. Warrants As of January 31, 2023 and 2022 , the Company had the following outstanding warrants: January 31, 2023 Outstanding Warrants Date Number of Class of Exercise Fair Value Equity classified: TriplePoint Nov-16 82,891 Common $ 7.54 $ 0.3 TriplePoint Jun-17 18,236 Common 7.54 0.1 TriplePoint Sep-17 14,920 Common 7.54 0.1 TriplePoint Jan-18 16,578 Common 7.54 0.1 TriplePoint Apr-18 16,578 Common 7.54 0.1 TriplePoint Nov-15 35,215 Common 17.04 0.2 TriplePoint Jun-16 28,172 Common 17.04 0.2 TriplePoint Sep-16 24,650 Common 17.04 0.1 Double Helix (Temasek) Oct-21 394,343 Common 21.00 5.3 Double Helix (Temasek) Jan-23 2,000,000 Common 5.00 6.9 2,631,583 $ 13.4 The warrant for 730,000 shares of common stock issued to Double Helix (Temasek) in July 2018 with an exercise price of $27.40 per share expired unexercised during the year ended January 31, 2023. See Note 8 - Long-Term Debt for details of the warrants issued to Temasek in January 2023. January 31, 2022 Outstanding Warrants Date Number of Class of Exercise Fair Value Equity classified: TriplePoint Nov-16 82,891 Common $ 7.54 $ 0.3 TriplePoint Jun-17 18,236 Common 7.54 0.1 TriplePoint Sep-17 14,920 Common 7.54 0.1 TriplePoint Jan-18 16,578 Common 7.54 0.1 TriplePoint Apr-18 16,578 Common 7.54 0.1 TriplePoint Nov-15 35,215 Common 17.04 0.2 TriplePoint Jun-16 28,172 Common 17.04 0.2 TriplePoint Sep-16 24,650 Common 17.04 0.1 Double Helix (Temasek) Jul-18 730,000 Common 27.40 1.3 Double Helix (Temasek) Oct-21 394,343 Common 21.00 5.3 1,361,583 $ 7.8 There were no outstanding liability-classified warrants as of January 31, 2023 and 2022 . The fair value was estimated using the Black-Scholes option pricing model. The fair value is subjective and is affected by changes in inputs to the valuation model including the fair value per share of the underlying stock, the expected term of each warrant, volatility of the Company’s stock and peer company stock, and risk-free rates based on U.S. Treasury yield curves. The Company issued preferred and common stock warrants in conjunction with the issuance of long-term debt. The preferred stock warrants were accounted for as liabilities primarily because the shares underlying the warrants contained contingent redemption features outside the control of the Company. The liability classified warrants were subject to remeasurement at each balance sheet date. With each such re-measurement, the liability classified warrants were adjusted to current fair value recognized as a gain or loss in the consolidated statements of operations. The Company reassessed the classification of the warrants at each balance sheet date. If the classification changed as a result of events during the period, the warrants were reclassified as of the date of the event that caused the reclassification. As of January 31, 2023 and 2022 , all outstanding warrants were equity-classified and recorded as additional paid-in capital. Equity-classified contracts are not subsequently remeasured unless reclassification is required from equity to liability classification. |
Share-based Compensation Plans
Share-based Compensation Plans | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation Plans | Share-based Compensation Plans 2009 Stock Incentive Plan and 2019 Stock Incentive Plan In 2009, the Company adopted its stock incentive plan (the “2009 Plan”) to grant equity to employees and service providers. In 2019, the Company adopted a new stock incentive plan (the “2019 Plan”) which replaced the 2009 Plan. The Company has granted RSUs and stock options, each of which is settleable in shares. Options are generally granted for a 10-year term, and generally vest and become fully exercisable over four years of service. RSU awards have both service-based and liquidity-based vesting conditions. The liquidity-based vesting condition was satisfied in connection with the effectiveness of the Company’s IPO. The service-based requirement of RSUs was typically satisfied over four Amended and Restated 2021 Incentive Award Plan The Company's Amended and Restated 2021 Incentive Award Plan (the "2021 Plan") was adopted by its board of directors and approved by stockholders in October 2021 and became effective upon the effective date of the IPO. The 2021 Plan replaced the 2019 Plan, and no further grants will be made under the 2019 Plan. The terms of equity awards granted under the 2021 Plan in the year ended January 31, 2022 were generally consistent with those granted under the 2019 Plan, as described above. RSUs granted under the 2021 Plan in the year ended January 31, 2022 generally vest over four years and do not have liquidity-based vesting conditions. RSUs granted under the 2021 Plan during the year ended January 31, 2023 have a shorter vesting period of one to two years . As of January 31, 2023, there were 7,224,952 shares of Class A common stock available for issuance under the 2021 Plan. There will not be any further equity grants of Class B common stock. The grant date fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The option pricing model considers several variables and assumptions in estimating the fair value of share-based awards. Because the Company’s shares are only recently publicly traded and there is a lack of historical company-specific data available, expected term is estimated under the simplified method using the vesting and contractual terms, and expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The weighted-average assumptions for grants made during the periods presented, were as follows: Year Ended January 31, 2022 2021 Valuation assumptions: Expected dividend yield — % — % Expected volatility 68.26 % 63.91 % Expected term (in years) 6.00 4.89 Risk-free interest rate 1.02 % 0.34 % Stock Options Stock option activity during the period indicated is as follows: Number of Weighted Weighted Aggregate Balances as of January 31, 2022 9,470,170 $ 7.33 7.17 $ 2.1 Granted — — Exercised (13,100) 2.84 Forfeited (1,396,423) 7.40 Balances as of January 31, 2023 8,060,647 $ 7.33 6.37 $ 0.4 Exercisable as of January 31, 2023 5,831,046 $ 7.16 5.76 $ 0.4 There were no stock options granted during the year ended January 31, 2023. The total intrinsic value of stock options exercised for the year ended January 31, 2023 was nominal. As of January 31, 2023, there was $8.4 million of unrecognized compensation cost related to stock options granted that is expected to be recognized over a weighted average period of 2.2 years. The Company currently uses authorized and unissued shares to satisfy the exercise of stock option awards. On October 26, 2020, the Company’s Board approved a one-time stock option repricing, which repriced certain outstanding stock options held by then current employees and directors with an option exercise price of $12.43 and above. There were 2,565,149 outstanding eligible stock options that were amended to reduce such exercise price to $7.01 per share, the current fair market value of the Company’s common stock on the date of the approval of the repricing. Except for the modified exercise price, all other terms and conditions of each of the eligible stock options remained in full force and effect. The repricing was recorded as a stock option modification whereby the incremental fair value of each option was determined using the Black-Scholes option pricing model at the date of the modification, and $1.2 million was recognized related to vested options as incremental compensation expense during the year ended January 31, 2021. The Company is recognizing the remaining $1.1 million of incremental compensation costs on a straight-line basis over the remaining requisite service period. RSUs RSUs activity during the period indicated is as follows: Number of Weighted Unvested and outstanding as of January 31, 2022 2,428,574 $ 11.32 Granted 6,693,775 4.83 Vested/Released (1,972,890) 9.45 Forfeited (1,173,338) 6.40 Unvested and outstanding as of January 31, 2023 5,976,121 $ 5.64 As of January 31, 2023, there wa s $14.7 million of unrecognized compensation cost related to RSUs granted that is expected to be recognized over a weighted average period of 1.5 years. During the year ended January 31, 2022, the Company recognized $14.4 million of compensation cost upon effectiveness of the Company’s IPO, related to (i) certain RSUs that contain both service-based and liquidity-based vesting conditions satisfied upon the effectiveness of the registration statement and (ii) the fully vested portion of certain RSU awards that were granted upon the effectiveness of the IPO. Share-Based Compensation Summary The classification of share-based compensation for the years ended January 31, 2023, 2022 and 2021, respectively, presented within each line item of the consolidated statements of operations is as follows: Year Ended January 31, 2023 2022 2021 Technology $ 5.9 $ 4.2 $ 2.0 Marketing 0.5 1.0 0.4 General and administrative 19.0 21.4 5.8 Total share-based compensation $ 25.4 $ 26.6 $ 8.2 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company computes net loss per share attributable to common stockholders under the two-class method required for multiple classes of common stock and participating securities. The rights of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to common stockholders will be the same for Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended January 31, 2023 2022 2021 Numerator: Net loss attributable to common stockholders $ (138.7) $ (211.8) $ (171.1) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 64,254,930 24,874,061 11,138,851 Net loss per share attributable to common stockholders, basic and diluted $ (2.16) $ (8.51) $ (15.36) The following potentially dilutive outstanding securities based on amounts outstanding at each period end were excluded from the computation of diluted loss per share attributable to common stockholders because including them would have been anti-dilutive: Year Ended January 31, 2023 2022 2021 Redeemable preferred stock — — 31,137,921 Stock options 8,060,647 9,470,170 6,060,107 Common stock warrants 2,631,583 1,361,583 2,530,904 Preferred stock warrants — — 164,664 RSUs 5,976,121 2,428,574 — Total 16,668,351 13,260,327 39,893,596 As of January 31, 2021, RSUs to be settled in 1,509,601 shares of common stock were excluded from the table above because they were subject to liquidity-based vesting conditions that were not satisfied. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company had restricted cas h balances for cash collateralized standby letters of credit as of January 31, 2023 and 2022 of $9.1 million and $12.0 million, primarily to satisfy security deposit requirements on its leases. Legal Proceedings From time to time in the normal course of business, various claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation could have an adverse effect on the Company’s results of operations, cash flows, or business and financial condition in the period the claims or litigation are resolved. Accruals for loss contingencies are recorded when a loss is probable, and the amount of such loss can be reasonably estimated. On November 14, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the Eastern District of New York against the Company, certain of its officers and directors, and the underwriters of its IPO, entitled Rajat Sharma v. Rent the Runway, Inc., et al. 22-cv-6935. The complaint alleges that the defendants violated Sections 11 and 15 of the Securities Act of 1933, as amended, by making allegedly materially misleading statements, and by omitting material facts necessary to make the statements made therein not misleading concerning, inter alia, the Company’s growth at the time of the IPO. The lawsuit seeks, among other things, compensatory damages, an award of attorneys’ fees and costs and such other relief as deemed just and proper by the court. The Company intends to vigorously defend against these claims. The Company believes it has meritorious defenses to the claims of the plaintiff and members of the class and any liability for the alleged claims is not currently probable and the potential loss or range of loss is not reasonably estimable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Certain amounts in the financial statements have been reclassified to conform to the current presentation. |
Fiscal Year | Fiscal YearThe Company operates on a fiscal calendar ending January 31. All references to fiscal year 2020 reflect the results of the 12-month period ending January 31, 2021. All references to fiscal year 2021 reflect the results of the 12-month period ending January 31, 2022. All references to fiscal year 2022 reflect the results of the 12-month period ending January 31, 2023. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The Company has one operating and reportable segment as the CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. All revenue is attributed to customers based in the United States and substantially all the Company’s long-lived assets are located in the United States. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful life and salvage value of rental product, incremental borrowing rate (“IBR”) to determine lease liabilities, and the valuation of share-based compensation and warrants. As of January 31, 2023, the effects of the macroeconomic environment on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods. |
Concentrations of Credit Risks | Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash investments with high credit quality financial institutions. The Company believes no significant credit risk exists with respect to these financial instruments. |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis, at least annually. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities, are as follows: Level 1: Observable inputs, such as quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs, in which there is little or no market data which require the Company to develop its own assumptions. Observable inputs are based on market data obtained from independent sources. Unobservable inputs reflect the Company’s assessment of the assumptions market participants would use to value certain financial instruments. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents include funds in transit from banks for customer credit card transactions that settle in less than seven days. These funds totaled $3.4 million and $3.5 million as of January 31, 2023 and 2022, respectively. As of January 31, 2023 and 2022, the Company had $9.1 million and $12.0 million, respectively, of current and noncurrent restricted cash that consisted primarily of letters of credit pledged as security deposits for the headquarters and operational facilities leases. |
Rental Product, Net | Rental Product, Net The Company considers rental product to be a long-term productive asset and, as such, classifies it as a noncurrent asset on the consolidated balance sheets. Rental product is stated at cost, less accumulated depreciation. The Company depreciates rental product, less an estimated salvage value, over the estimated useful lives of the assets using the straight-line method. The useful life is determined based on historical trends and an assessment of any future changes. The salvage value considers the historical trends and projected liquidation proceeds for the assets. The estimated useful lives and salvage values are described below: Useful Life Salvage Value Apparel 3 years 20 % Accessories 2 years 30 % In accordance with its policy, the Company reviews the estimated useful lives and salvage values of rental product on an ongoing basis. The Company offers its customers an opportunity to purchase items prior to the end of their useful life. In such instances, the Company considers the disposal of rental product to be a sale and, as such, records the proceeds as other revenue and the net book value of the items at the time of sale as rental product depreciation in the consolidated statements of operations within rental product depreciation and revenue share. Write-offs for losses on lost, damaged, and unreturned apparel and accessories are also recorded within rental product depreciation and revenue share. Once it is no longer considered rentable, rental product in a sellable condition is classified as held for sale and written down to salvage value. The value of rental product held for sale as of January 31, 2023 and 2022 was $3.0 million and $2.1 million, respectively. The accelerated depreciation related to rental product held for sale was $6.9 million , $3.9 million and $7.7 million for the years ended January 31, 2023, 2022, and 2021, respectively. The accelerated depreciation is presented on the consolidated statements of operations within rental product depreciation and revenue share. When rental product is liquidated, the Company records the gain or loss calculated as proceeds, net of the remaining salvage value and costs to sell, within general and administrative expenses on the consolidated statement of operations. The gain or loss from the liquidation of rental product is included as an adjustment to reconcile net loss to net cash used by operating activities in the consolidated statements of cash flows. The purchases of rental product as well as the proceeds from the sale and liquidation of rental product are classified as cash flows from investing activities on the consolidated statements of cash flows because the predominant activity of the rental product purchased is to generate rental revenue and such classification is consistent with the classification of long-term asset activity. Proceeds from the liquidation of rental product, net of costs to sell, were $8.8 million, $5.7 million and $2.4 million for the years ended January 31, 2023 , 2022 and 2021, respectively. Proceeds from the sale of rental product were $17.9 million , $12.9 million and $17.9 million for the years ended January 31, 2023 , 2022, and 2021 , respectively. The Company mitigates residual value risk of its rental product primarily by utilizing specific cleaning, repair and restoration methods relying on its years of process know-how to maintain the condition of the rental product over its useful life, and by employing various in-house and third-party liquidation strategies to maximize liquidation value and overall return on rental product. The Company also utilizes its own-developed technology in combination with its customer service department to recover rental items from delinquent customers. |
Revenue Recognition | Revenue Recognition Subscription and a-la-carte rental fees (“Subscription and Reserve rental revenue”) are recognized in accordance with Accounting Standard Update (“ASU”) 2016-02 , Leases, Topic 842 (“ASC 842”). Other revenue, primarily related to the sale of rental product, is recognized under ASU 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”) at the date of delivery of the product to the customer. Other revenue represented 9% , 9%, and 14% of total revenue for the years ended January 31, 2023, 2022 and 2021, respectively. Revenue is presented net of promotional discounts, customer credits and refunds. Promotional discounts are recognized in accordance with either ASC 842 or ASC 606, based on the guidance applied to the rental fees or product sales to which the promotional discounts are related. Revenue is presented net of taxes that are collected from customers and remitted to governmental authorities. The Company recognizes a liability at the time a customer credit or a gift card is issued, and revenue is recognized upon redemption of the credit or gift card. The Company’s customer credit liability is presented on the consolidated balance sheets. During the year ended January 31, 2023, $1.9 million of credits included in the customer credit liability as of January 31, 2022 were redeemed. Customer credits and gift cards do not have expiration dates. Over time, a portion of these instruments is not redeemed. The Company recognizes breakage income related to these instruments based on the redemption pattern method. The Company continues to maintain the full liability for the unredeemed portion of the credits and gift cards when the Company has any legal obligation to remit such credits to government authorities in relevant jurisdictions. |
Subscription and Reserve Rental Revenue | Subscription and Reserve Rental Revenue Subscription fees are recognized ratably over the subscription period, commencing on the date the subscriber enrolls in the rental program. The fees are collected upon enrollment. The subscription automatically renews on a monthly basis until cancelled or paused by the customer. Subscribers can pause or cancel their subscriptions at any time. The Company recognizes fees for a-la-carte rentals ratably over the rental period, which starts with the date of delivery of rental product to the customer. A-la-carte rental orders can be placed up to four months prior to the rental start date and the customer’s payment form is charged upon order confirmation. The Company defers recognizing the fees and any related promotions for a-la-carte rentals until the date of delivery, and then recognizes those fees ratably over the four The Company accrues for credits and refunds issued subsequent to the balance sheet date that relate to rentals prior to the balance sheet date. These amounts were not material as of January 31, 2023 and 2022 . For lessors, ASC 842 provides a practical expedient to elect not to evaluate whether certain sales taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. This practical expedient was applied by the Company and it excludes these taxes from the measurement of lease revenue and the associated expense. |
Other Revenue | Other Revenue Other revenue consists primarily of revenue from the sale of rental product. The Company recognizes revenue from the sale of rental product in accordance with ASC 606. Sale of rental product occurs when a customer purchases rental product at a discounted price, calculated as a percentage of retail value. Payment is due upon order confirmation and there is no financing component. The single performance obligation associated with rental product sales is generally satisfied upon delivery of the rental product to the customer. The Company does not have any material contractual assets or liabilities with respect to other revenue as of January 31, 2023 and 2022 . From time to time, Other revenue may include revenue generated from pilots and other growth initiatives which may cause quarterly fluctuations in the Other revenue line. |
Lease - Lessee Accounting | Lease - Lessee Accounting Refer to the Subscription and Reserve Rental Revenue section above for the Company’s accounting policy related to lessor accounting. The Company determines whether a contract is or contains a lease at contract inception. Right-of-use (“ROU”) assets and lease liabilities are measured and recognized at the lease commencement date based on the present value of lease payments over the expected lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its IBR as of the effective date or the commencement date of the lease, whichever is later, to determine the present value of lease payments. The Company considers its credit risk, term of the lease, total lease payments and adjusts for the impacts of collateral, as necessary, when calculating its IBR. Lease payments are based on fixed amounts explicit in the lease agreements. Certain real estate leases include payments at variable amounts based on operating expenses of the lessor, such as common area charges, real estate taxes and insurance. Most equipment leases include variable sales tax payments based on state sales tax rates. Additionally, the Company procures a portion of its rental product from brand partners under revenue share arrangements, which are considered variable lease payments. See Note 5 - Leases – Lessee Accounting for additional details. For lessees, the guidance provides a practical expedient, by class of underlying asset, to elect a combined single lease component presentation. This practical expedient was applied by the Company as a lessee to all asset classes. With respect to ROU assets, operating lease ROU assets are presented as a separate line item on the Company’s consolidated balance sheets, while finance lease ROU assets are included in fixed assets on the consolidated balance sheets. With respect to lease liabilities, operating lease liabilities are presented as separate line items, while finance lease liabilities are included in other current liabilities and other long-term liabilities on the consolidated balance sheets, based on the remaining term of the underlying lease agreements. The Company does not recognize ROU assets or lease liabilities for short-term leases (i.e., those with a term of twelve months or less) and recognizes the related lease expense on a straight-line basis over the lease term, as applicable. |
Fixed and Intangible Assets, Net | Fixed and Intangible Assets, Net Fixed and intangible assets are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of fixed and intangible assets is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of fixed and intangible assets are described below: Leasehold improvements Lesser of estimated useful life or lease term Machinery and equipment 5 to 6 years Furniture and fixtures 5 years Computer hardware 3 years Reusable packaging 1.5 years Capitalized third-party software 3 years Capitalized internally developed software 2 years The Company capitalizes third-party and internally developed software costs in connection with its proprietary systems and its enterprise resource planning system that are incurred during the application development stage. Costs related to preliminary project activities and post implementation operating activities are expensed as incurred. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of accounts receivable, net, interest receivable, prepaid insurance, prepaid technology expenses and prepaid taxes. |
Other Assets | Other Assets Other assets consist primarily of capitalized implementation costs incurred in cloud computing arrangements and deposits for periods that exceed one year from the balance sheet date. |
Expenses | Expenses Fulfillment Fulfillment expenses consist of fulfillment costs to receive, process and fulfill customer orders, including fulfillment labor payroll and related costs, third-party shipping expenses, cost of packaging materials, cleaning expenses, and other fulfillment related costs. Technology Technology expenses consist of technology payroll and related costs, professional services, and third-party software and license fees. Marketing Marketing expenses include online and mobile marketing, search engine optimization and email costs, marketing payroll and related expenses, agency fees, printed collateral, consumer research, and other related costs. Advertising costs amounted to $30.7 million, $20.6 million, and $4.2 million for the years ended January 31, 2023, 2022, and 2021, respectively. Costs associated with advertising campaigns are expensed when the advertising first appears in the media, and other advertising costs are expensed as incurred. General and Administrative General and administrative expenses are comprised of all other employee payroll and related expenses, including customer service costs, occupancy costs (including warehouse-related), professional services, credit card fees, general warehouse and corporate expenses, and other administrative costs. Rental Product Depreciation and Revenue Share Rental product depreciation and revenue share expenses are comprised of depreciation and write-offs of rental product, and payments under revenue share arrangements with brand partners. |
Other Depreciation and Amortization | Other Depreciation and Amortization Other depreciation and amortization expenses are comprised of depreciation and amortization amounts for fixed assets, intangible assets, and financing right-of-use assets. |
Share-Based Compensation | Share-Based Compensation The Company recognizes all employee share-based compensation as an expense in the consolidated financial statements. Equity classified awards are measured at the grant date fair value of the award. The Company estimates grant date fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options is recognized as compensation expense on a straight-line basis over the requisite service period of the award. Determining the fair value of options at the grant date requires judgment, including the expected term that stock options will be outstanding prior to exercise, the associated volatility, and the expected dividend yield. The fair value of common stock post-IPO is based on the closing price of the common stock on the date of grant as reported on the Nasdaq Stock Market. Upon grant of awards, the Company also estimates an amount of forfeitures that will occur prior to vesting. The Company has granted two types of RSUs. Prior to the effectiveness of the Company’s IPO , the Company granted RSUs which vest only upon satisfaction of both time-based service and liquidity-based conditions. The Company records share-based compensation expense for such RSUs on an accelerated attribution method over the requisite service period and only once the liquidity-based condition is satisfied. The liquidity-based vesting condition was satisfied upon the effectiveness of the Company’s IPO |
Income Taxes | Income Taxes The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. The Company implemented the effects of the Tax Act and its impact was not material to the consolidated financial statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Financial Accounting Standards Board (“FASB”) Staff Q&A Topic No. 5, Accounting for Global Intangible Low-Taxed Income (“GILTI”), states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences that are expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. |
Long-Lived Asset Impairment | Long-Lived Asset ImpairmentLong-lived assets, such as rental product, fixed assets, intangible assets, and right-of-use lease assets, are reviewed for impairment triggers when events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company computes net loss per share attributable to common stockholders under the two-class method required for multiple classes of common stock and participating securities. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable preferred stock, stock options to purchase common stock, warrants to purchase common and redeemable preferred stock, and RSUs are considered potentially dilutive securities but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Foreign Currency | Foreign Currency The functional currency of the Subsidiary is U.S. dollar, which is the functional currency of the Company. The local currency of the Subsidiary is Euro. Monetary assets and liabilities of the Subsidiary are remeasured at the rate of exchange in effect on the balance sheet date; income and expenses are remeasured at the average exchange rates throughout the year. The related remeasurement adjustments are included in general and administrative expenses in the consolidated statements of operations. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The new guidance simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves the consistency in application of other areas by clarifying and amending existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within those years, and early adoption is permitted. Certain amendments of this standard may be adopted on a retrospective basis, modified retrospective basis or prospective basis. The Company adopted this standard on February 1, 2022 on a prospective basis, and the adoption of this standard did not have a material impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Debt - Debt with Conversion and Other Options and Derivatives and Hedging In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance reduces complexity and improves comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. This standard is effective for annual reporting periods beginning after December 15, 2022, and interim periods within those years, and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives and salvage values | The estimated useful lives and salvage values are described below: Useful Life Salvage Value Apparel 3 years 20 % Accessories 2 years 30 % |
Schedule of useful lives of fixed and intangible assets | The estimated useful lives of fixed and intangible assets are described below: Leasehold improvements Lesser of estimated useful life or lease term Machinery and equipment 5 to 6 years Furniture and fixtures 5 years Computer hardware 3 years Reusable packaging 1.5 years Capitalized third-party software 3 years Capitalized internally developed software 2 years |
Leases - Lessee Accounting (Tab
Leases - Lessee Accounting (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Leases [Abstract] | |
Components of lease cost | The following table summarizes the components of lease costs incurred by the Company during the years ended January 31, 2023, 2022 and 2021 : January 31, 2023 2022 2021 Operating lease costs $ 11.3 $ 12.9 $ 13.1 Short-term lease costs — 0.1 2.4 Total fixed lease costs 11.3 13.0 15.5 Variable lease costs 30.7 22.7 19.8 Total lease costs 42.0 35.7 35.3 Sublease income (3.2) (4.0) (1.8) Total lease costs, net $ 38.8 $ 31.7 $ 33.5 |
Lessee Lease Obligations - Operating Lease | The following table summarizes the Company’s minimum fixed lease obligations under existing agreements as a lessee, excluding variable payments and short-term lease payments, as of January 31, 2023: Operating Financing Fiscal year: 2023 $ 10.9 $ 0.6 2024 9.5 0.5 2025 8.2 0.2 2026 8.1 — 2027 7.9 — Thereafter 34.7 — Total minimum lease payments 79.3 1.3 Imputed interest (36.6) (0.2) Lease liabilities as of January 31, 2023 $ 42.7 $ 1.1 |
Lessee Lease Obligations - Finance Lease | The following table summarizes the Company’s minimum fixed lease obligations under existing agreements as a lessee, excluding variable payments and short-term lease payments, as of January 31, 2023: Operating Financing Fiscal year: 2023 $ 10.9 $ 0.6 2024 9.5 0.5 2025 8.2 0.2 2026 8.1 — 2027 7.9 — Thereafter 34.7 — Total minimum lease payments 79.3 1.3 Imputed interest (36.6) (0.2) Lease liabilities as of January 31, 2023 $ 42.7 $ 1.1 |
Rental Product, Net (Tables)
Rental Product, Net (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Rental Product [Abstract] | |
Rental Product Breakdown | Rental product, net consisted of the following: January 31, January 31, 2023 2022 Apparel $ 156.7 $ 164.4 Accessories 5.9 6.8 162.6 171.2 Less accumulated depreciation (83.9) (94.9) Rental product, net $ 78.7 $ 76.3 |
Fixed and Intangible Assets, _2
Fixed and Intangible Assets, Net (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Fixed And Intangible Assets [Abstract] | |
Schedule of Property, Plant and Equipment | Fixed and intangible assets, net consisted of the following: January 31, January 31, 2023 2022 Leasehold improvements $ 53.8 $ 55.4 Machinery and equipment 45.9 48.3 Reusable packaging 3.5 6.0 Computer hardware 4.5 5.1 Furniture and fixtures 3.9 4.3 Financing lease ROU assets 2.2 1.4 113.8 120.5 Less accumulated depreciation (69.1) (63.3) Fixed assets, net $ 44.7 $ 57.2 Software assets $ 20.9 $ 23.2 Less accumulated amortization (16.8) (16.8) Intangible assets, net $ 4.1 $ 6.4 |
Schedule of Finite-Lived Intangible Assets | As of January 31, 2023, expected amortization of intangible assets (excluding software projects not yet deployed) is as follows: Fiscal year: 2023 $ 2.0 2024 0.6 2025 — Thereafter — Total future amortization $ 2.6 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit and Long-Term Debt Outstanding | The following table summarizes the Company’s line of credit and long-term debt outstanding as of January 31, 2023 and 2022 : January 31, January 31, 2023 2022 Temasek Facility principal outstanding $ 271.6 $ 271.6 Add: payment-in-kind interest 17.8 3.5 Less: unamortized debt discount (16.9) (14.3) Temasek Facility, net 272.5 260.8 Less: current portion of long-term debt — — Total noncurrent line of credit and long-term debt $ 272.5 $ 260.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Tax, Domestic and Foreign | The Company’s net loss before income tax benefit / (expense) from income taxes includes the following components: Year Ended January 31, 2023 2022 2021 Domestic $ (139.5) $ (212.6) $ (171.4) Foreign 0.6 0.5 0.3 Net loss before income tax benefit / (expense) $ (138.9) $ (212.1) $ (171.1) |
Schedule of Allocation of Income Tax | Total income taxes allocated to operations are as follows: Year Ended January 31, 2023 2022 2021 Current provision: Federal $ — $ — $ — State and local — — — Foreign — — — Total current provision — — — Deferred provision: Federal — — — State and local — — — Foreign 0.2 0.3 — Total deferred provision 0.2 0.3 — Total income tax benefit / (expense) $ 0.2 $ 0.3 $ — |
Schedule of Deferred Tax Assets (Liabilities) | The significant components of the Company’s net deferred tax assets (liabilities) are as follows: Year Ended January 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 158.1 $ 149.7 Customer credit liabilities 1.9 1.9 Interest limitation 50.0 40.5 Capitalized R&D expenses 10.1 — Tax credits 5.7 4.2 Share-based compensation 2.4 3.3 Operating lease liabilities 11.8 14.4 Other 0.7 0.4 Total deferred tax assets 240.7 214.4 Deferred tax liabilities: Fixed assets (0.1) (4.2) Operating lease right-of-use assets (7.6) (8.9) Total deferred tax liabilities (7.7) (13.1) Net deferred tax assets before valuation allowance 233.0 201.3 Less valuation allowance (232.4) (201.0) Net deferred tax assets $ 0.6 $ 0.3 |
Schedule of Effective Income Tax Rate Reconciliation | The benefit for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate to pretax loss because of the effect of the following items: Year Ended January 31, 2023 2022 2021 Compute “expected” tax benefit 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit (0.01) % (0.01) % (0.01) % Valuation of warrants — % (2.47) % — % Nondeductible transaction costs — % (0.44) % — % Nondeductible compensation (1.95) % (1.17) % — % Share-based compensation (0.48) % (0.35) % (0.38) % Current year change in valuation allowance (19.34) % (16.90) % (21.55) % Other 1.00 % 0.48 % 0.94 % Income tax benefit (expense) 0.22 % 0.14 % — % |
Schedule of Unrecognized Tax Benefits | The following table summarizes the unrecognized tax benefit activity for the periods indicated: Year Ended January 31, 2023 2022 2021 Balance as of the beginning of the period $ 0.7 $ 0.6 $ — Additions based on tax positions related to the current year 0.2 0.1 0.2 Additions for tax positions of prior years — — 0.4 Reductions for tax positions of prior years — — — Lapse of statute of limitations — — — Settlements — — — Balance as of the end of the period $ 0.9 $ 0.7 $ 0.6 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: January 31, January 31, 2023 2022 Accrued operating and general expenses $ 6.0 $ 8.6 Revenue share payable 5.3 6.7 Accrued interest 5.1 5.0 Accrued payroll related expenses 4.7 4.0 Short-term financing — 3.5 Sales and other taxes 2.7 1.6 Gift card liability 0.6 0.6 Accrued expenses and other current liabilities $ 24.4 $ 30.0 |
Schedule of Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: January 31, January 31, 2023 2022 Accrued operating and general expenses $ 6.0 $ 8.6 Revenue share payable 5.3 6.7 Accrued interest 5.1 5.0 Accrued payroll related expenses 4.7 4.0 Short-term financing — 3.5 Sales and other taxes 2.7 1.6 Gift card liability 0.6 0.6 Accrued expenses and other current liabilities $ 24.4 $ 30.0 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a roll forward of the fair value of the Level 3 liabilities for the year ended January 31, 2022: Warrant Balance as of January 31, 2021 $ 11.8 Issuance of common stock warrants 0.5 Changes in estimated fair value 24.4 Exercise of warrants (35.5) Reclassification to equity-classified warrants (1.2) Balance as of January 31, 2022 $ — |
Schedule of Option Pricing Model for Liability-Classified Warrants | There were no outstanding liability-classified warrants as of January 31, 2023 and 2022 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of January 31, 2023 and 2022 , the Company had the following outstanding warrants: January 31, 2023 Outstanding Warrants Date Number of Class of Exercise Fair Value Equity classified: TriplePoint Nov-16 82,891 Common $ 7.54 $ 0.3 TriplePoint Jun-17 18,236 Common 7.54 0.1 TriplePoint Sep-17 14,920 Common 7.54 0.1 TriplePoint Jan-18 16,578 Common 7.54 0.1 TriplePoint Apr-18 16,578 Common 7.54 0.1 TriplePoint Nov-15 35,215 Common 17.04 0.2 TriplePoint Jun-16 28,172 Common 17.04 0.2 TriplePoint Sep-16 24,650 Common 17.04 0.1 Double Helix (Temasek) Oct-21 394,343 Common 21.00 5.3 Double Helix (Temasek) Jan-23 2,000,000 Common 5.00 6.9 2,631,583 $ 13.4 The warrant for 730,000 shares of common stock issued to Double Helix (Temasek) in July 2018 with an exercise price of $27.40 per share expired unexercised during the year ended January 31, 2023. See Note 8 - Long-Term Debt for details of the warrants issued to Temasek in January 2023. January 31, 2022 Outstanding Warrants Date Number of Class of Exercise Fair Value Equity classified: TriplePoint Nov-16 82,891 Common $ 7.54 $ 0.3 TriplePoint Jun-17 18,236 Common 7.54 0.1 TriplePoint Sep-17 14,920 Common 7.54 0.1 TriplePoint Jan-18 16,578 Common 7.54 0.1 TriplePoint Apr-18 16,578 Common 7.54 0.1 TriplePoint Nov-15 35,215 Common 17.04 0.2 TriplePoint Jun-16 28,172 Common 17.04 0.2 TriplePoint Sep-16 24,650 Common 17.04 0.1 Double Helix (Temasek) Jul-18 730,000 Common 27.40 1.3 Double Helix (Temasek) Oct-21 394,343 Common 21.00 5.3 1,361,583 $ 7.8 |
Share-based Compensation Plans
Share-based Compensation Plans (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Roll Forward | Stock option activity during the period indicated is as follows: Number of Weighted Weighted Aggregate Balances as of January 31, 2022 9,470,170 $ 7.33 7.17 $ 2.1 Granted — — Exercised (13,100) 2.84 Forfeited (1,396,423) 7.40 Balances as of January 31, 2023 8,060,647 $ 7.33 6.37 $ 0.4 Exercisable as of January 31, 2023 5,831,046 $ 7.16 5.76 $ 0.4 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | RSUs activity during the period indicated is as follows: Number of Weighted Unvested and outstanding as of January 31, 2022 2,428,574 $ 11.32 Granted 6,693,775 4.83 Vested/Released (1,972,890) 9.45 Forfeited (1,173,338) 6.40 Unvested and outstanding as of January 31, 2023 5,976,121 $ 5.64 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The classification of share-based compensation for the years ended January 31, 2023, 2022 and 2021, respectively, presented within each line item of the consolidated statements of operations is as follows: Year Ended January 31, 2023 2022 2021 Technology $ 5.9 $ 4.2 $ 2.0 Marketing 0.5 1.0 0.4 General and administrative 19.0 21.4 5.8 Total share-based compensation $ 25.4 $ 26.6 $ 8.2 |
Schedule of Weighted-Average Assumptions for Grants | The weighted-average assumptions for grants made during the periods presented, were as follows: Year Ended January 31, 2022 2021 Valuation assumptions: Expected dividend yield — % — % Expected volatility 68.26 % 63.91 % Expected term (in years) 6.00 4.89 Risk-free interest rate 1.02 % 0.34 % |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Jan. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended January 31, 2023 2022 2021 Numerator: Net loss attributable to common stockholders $ (138.7) $ (211.8) $ (171.1) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 64,254,930 24,874,061 11,138,851 Net loss per share attributable to common stockholders, basic and diluted $ (2.16) $ (8.51) $ (15.36) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities based on amounts outstanding at each period end were excluded from the computation of diluted loss per share attributable to common stockholders because including them would have been anti-dilutive: Year Ended January 31, 2023 2022 2021 Redeemable preferred stock — — 31,137,921 Stock options 8,060,647 9,470,170 6,060,107 Common stock warrants 2,631,583 1,361,583 2,530,904 Preferred stock warrants — — 164,664 RSUs 5,976,121 2,428,574 — Total 16,668,351 13,260,327 39,893,596 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives and Salvage Values (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Apparel | |
Accounting Policies [Line Items] | |
Useful Life | 3 years |
Salvage Value | 20% |
Accessories | |
Accounting Policies [Line Items] | |
Useful Life | 2 years |
Salvage Value | 30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||
Oct. 27, 2021 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) vote warehouse segment partner $ / shares shares | Jan. 31, 2022 USD ($) $ / shares | Jan. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | |
Accounting Policies [Line Items] | |||||
Number of reportable segments | segment | 1 | ||||
Number of operating segments | segment | 1 | ||||
Total share-based compensation | $ 25,400,000 | $ 26,600,000 | $ 8,200,000 | ||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | ||||
Redeemable preferred stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Cash and cash equivalents | $ 163,600,000 | $ 259,600,000 | 109,200,000 | $ 41,900,000 | |
Restricted cash | 9,100,000 | 12,000,000 | |||
Rental product held-for-sale | 3,000,000 | 2,100,000 | |||
Accelerated depreciation | 6,900,000 | 3,900,000 | 7,700,000 | ||
Proceeds from liquidation of rental product | 8,800,000 | 5,700,000 | 2,400,000 | ||
Proceeds from sale of rental product | 17,900,000 | 12,900,000 | 17,900,000 | ||
Customer credits and refunds, including opening balance | $ 1,900,000 | ||||
Time for order placement | 4 months | ||||
Accounts receivable, net | $ 4,000,000 | 1,100,000 | |||
Allowance for doubtful accounts | $ 0 | 0 | |||
Third party partner | partner | 1 | ||||
Advertising costs | $ 30,700,000 | 20,600,000 | 4,200,000 | ||
Asset impairment charge | 5,300,000 | 0 | 0 | ||
Write-off of fixed assets | 4,900,000 | ||||
Accrued expenses | $ 400,000 | ||||
Number of discontinued operations | warehouse | 2 | ||||
Impairment, long-lived asset | 0 | $ 0 | |||
Exercise price of common stock warrants (in usd per share) | $ / shares | $ 0.01 | ||||
Insurance recoveries | 4,000,000 | ||||
Restricted Stock Units (RSUs) | |||||
Accounting Policies [Line Items] | |||||
Total share-based compensation | $ 14,400,000 | ||||
Credit Card Receivable | |||||
Accounting Policies [Line Items] | |||||
Funds in transit, at carrying value | $ 3,400,000 | ||||
Cash and cash equivalents | $ 3,500,000 | ||||
IPO | |||||
Accounting Policies [Line Items] | |||||
Sale of stock, price per share | $ / shares | $ 21 | ||||
Proceeds from issuance of IPO, net | $ 327,300,000 | ||||
Underwriting discounts | 24,100,000 | ||||
Direct offering costs | 5,600,000 | ||||
Convertible preferred stock converted to common stock and additional paid-in-capital | $ 409,300,000 | ||||
Common Class A | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Votes per common share | vote | 1 | ||||
Class A common stock exchanged (in shares) | shares | 2,932,739 | ||||
Common Class A | IPO | |||||
Accounting Policies [Line Items] | |||||
Sale of stock, number of shares issued in transaction | shares | 17,000,000 | ||||
Convertible preferred stock converted to common stock, in shares | shares | 32,575,462 | ||||
Common Class B | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 50,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Votes per common share | vote | 20 | ||||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Rental period | 4 days | ||||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Rental period | 8 days | ||||
Apparel and accessories | Revenue benchmark | Product concentration risk | |||||
Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 9% | 9% | 14% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives of Fixed and Intangible Assets (Details) | 12 Months Ended |
Jan. 31, 2023 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 6 years |
Furniture and fixtures | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 5 years |
Computer hardware | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 3 years |
Reusable packaging | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 1 year 6 months |
Capitalized third-party software | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 3 years |
Capitalized internally developed software | |
Property, Plant and Equipment and Intangible Assets [Line Items] | |
Fixed assets, useful life | 2 years |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Sep. 30, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Liquidity [Abstract] | ||||
Effect on future earnings | $ 25 | |||
Cash and cash equivalents | $ 154.5 | $ 247.6 | $ 95.3 |
Restructuring and Related Cha_2
Restructuring and Related Charges (Details) | 12 Months Ended | |||
Sep. 12, 2022 | Jan. 31, 2023 USD ($) warehouse | Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Percentage of workforce reduction (in percent) | 24% | |||
Restructuring charges | $ 2,400,000 | $ 0 | $ 0 | |
Accrued restructuring charges | 0 | |||
Loss on asset impairment related to restructuring | 5,300,000 | $ 0 | $ 0 | |
Write-off of fixed assets | 4,900,000 | |||
Accrued expenses | $ 400,000 | |||
Number of discontinued operations | warehouse | 2 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 2,400,000 |
Leases - Lessee Accounting - Na
Leases - Lessee Accounting - Narrative (Details) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 USD ($) floor | Jan. 31, 2021 USD ($) style | Jan. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, right-of-use asset, adjustment for lease modification | $ 1.4 | $ 5.1 | |
Operating lease, liability, adjustment for lease modification | $ 5.1 | ||
Number of real estate leases for spaces no longer utilized | style | 3 | ||
Floors terminated from lease space | floor | 1 | ||
Operating lease, weighted average remaining lease term (in years) | 8 years 4 months 17 days | 8 years 11 months 4 days | |
Operating lease, weighted average discount rate (in percent) | 16.26% | 16.82% | |
Finance lease, weighted average remaining lease term (in years) | 2 years 2 months 4 days | 2 years 3 months | |
Finance lease, weighted average discount rate (percent) | 16.41% | 11.77% | |
Lessee, Operating Lease, Liability, to be Paid, Reduction | $ 10.6 | ||
Operating Lease Liabilities Adjustment For Lease Modification | 3.7 | ||
Gain (Loss) on Termination of Lease | 1.8 | ||
Leaseholds and Leasehold Improvements | |||
Lessee, Lease, Description [Line Items] | |||
(Gain) / loss from lease termination and write-off of fixed and intangible assets | $ 1.9 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term (in years) | 14 years |
Leases - Lessee Accounting - Sc
Leases - Lessee Accounting - Schedule of Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 11.3 | $ 12.9 | $ 13.1 |
Short-term lease costs | 0 | 0.1 | 2.4 |
Total fixed lease costs | 11.3 | 13 | 15.5 |
Variable lease costs | 30.7 | 22.7 | 19.8 |
Total lease costs | 42 | 35.7 | 35.3 |
Sublease income | (3.2) | (4) | (1.8) |
Total lease costs, net | $ 38.8 | $ 31.7 | $ 33.5 |
Leases - Lessee Accounting - Le
Leases - Lessee Accounting - Lease Maturity Payments (Details) $ in Millions | Jan. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | $ 10.9 |
2024 | 9.5 |
2025 | 8.2 |
2026 | 8.1 |
2027 | 7.9 |
Thereafter | 34.7 |
Total minimum lease payments | 79.3 |
Imputed interest | (36.6) |
Operating lease, liability | 42.7 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2023 | 0.6 |
2024 | 0.5 |
2025 | 0.2 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1.3 |
Imputed interest | (0.2) |
Finance lease, liability | $ 1.1 |
Finance lease, liability, statement of financial position [extensible enumeration] | Other Liabilities |
Rental Product, Net - Rental Pr
Rental Product, Net - Rental Product Breakdown (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Rental Product [Line Items] | ||
Rental product gross | $ 162.6 | $ 171.2 |
Less accumulated depreciation | (83.9) | (94.9) |
Rental product, net | 78.7 | 76.3 |
Apparel | ||
Rental Product [Line Items] | ||
Rental product gross | 156.7 | 164.4 |
Accessories | ||
Rental Product [Line Items] | ||
Rental product gross | $ 5.9 | $ 6.8 |
Rental Product, Net - Narrative
Rental Product, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Rental Product [Abstract] | |||
Depreciation and write-offs, rental product and rental product sold | $ 52.9 | $ 50.3 | $ 69.9 |
Fixed and Intangible Assets, _3
Fixed and Intangible Assets, Net - Fixed and Intangible Assets (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Financing lease ROU assets | $ 2.2 | $ 1.4 |
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation and amortization | 113.8 | 120.5 |
Less accumulated depreciation | (69.1) | (63.3) |
Fixed assets, net | 44.7 | 57.2 |
Less accumulated amortization | (16.8) | (16.8) |
Intangible assets, net | 4.1 | 6.4 |
Software assets | ||
Property, Plant and Equipment [Line Items] | ||
Software assets | 20.9 | 23.2 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 53.8 | 55.4 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45.9 | 48.3 |
Reusable packaging | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3.5 | 6 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4.5 | 5.1 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3.9 | $ 4.3 |
Fixed and Intangible Assets, _4
Fixed and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Fixed And Intangible Assets [Abstract] | |||
Depreciation fixed assets | $ 12.7 | $ 14.8 | $ 18.4 |
Amortization of intangible assets | $ 3.7 | $ 4.7 | $ 5.7 |
Fixed and Intangible Assets, _5
Fixed and Intangible Assets, Net - Amortization Expense (Details) $ in Millions | Jan. 31, 2023 USD ($) |
Fixed And Intangible Assets [Abstract] | |
2023 | $ 2 |
2024 | 0.6 |
2025 | 0 |
Thereafter | 0 |
Intangible assets, net | $ 2.6 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion of long-term debt | $ 0 | $ 0 |
Total noncurrent line of credit and long-term debt | 272.5 | 260.8 |
Temasek Term Loan | ||
Debt Instrument [Line Items] | ||
Temasek Facility, net | 272.5 | 260.8 |
Term Loan | Temasek Term Loan | ||
Debt Instrument [Line Items] | ||
Temasek Facility principal outstanding | 271.6 | 271.6 |
Add: payment-in-kind interest | 17.8 | 3.5 |
Less: unamortized debt discount | $ (16.9) | $ (14.3) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2023 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Oct. 27, 2021 | Mar. 31, 2020 | Nov. 30, 2019 | Jul. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||||
Loss on debt extinguishment | $ 12,200,000 | $ 0 | $ 12,200,000 | $ 600,000 | ||||||
Principal repayments on long-term debt | $ 0 | 135,000,000 | 0 | |||||||
Exercise price of common stock warrants (in usd per share) | $ 0.01 | $ 0.01 | ||||||||
Liquidity maintenance covenant | $ 50,000,000 | $ 50,000,000 | ||||||||
Proceeds from issuance of redeemable preferred stock | 0 | 21,200,000 | 60,400,000 | |||||||
Series G Redeemable Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares issued (in shares) | 1,695,955 | |||||||||
Bank of America Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit | 0 | 0 | 0 | |||||||
Term Loan | Temasek Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Effective interest rate (in percent) | 15.95% | |||||||||
Debt discount | 16,900,000 | 16,900,000 | 14,300,000 | |||||||
Long-term debt | $ 271,600,000 | $ 271,600,000 | 271,600,000 | |||||||
Term Loan | Initial Temasek Committment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 50,000,000 | $ 50,000,000 | $ 100,000,000 | |||||||
Debt instrument, additional borrowing capacity | $ 100,000,000 | |||||||||
Interest rate, paid in kind (in percent) | 15% | |||||||||
Term Loan | Subsequent Temasek Commitment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 30,000,000 | |||||||||
Debt instrument, additional borrowing capacity | $ 30,000,000 | |||||||||
Interest rate, cash (in percent) | 13% | |||||||||
Principal repayments on long-term debt | 30,000,000 | |||||||||
Term Loan | Temasek Facility Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 271,600,000 | |||||||||
Interest rate, paid in kind (in percent) | 5% | |||||||||
Principal repayments on long-term debt | $ 30,000,000 | |||||||||
Amended interest rate (in percent) | 13% | 12% | 13% | |||||||
Effective interest rate (in percent) | 15.15% | 15.15% | ||||||||
Debt discount | $ 6,900,000 | $ 15,300,000 | $ 6,900,000 | |||||||
Closing fees paid | 200,000 | |||||||||
Allocation of proceeds to warrants issued | 5,300,000 | |||||||||
Extension of term warrants | 1,000,000 | |||||||||
Amendment fee | 8,800,000 | |||||||||
Term Loan | Temasek Facility Amendment Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Effective interest rate (in percent) | 14.29% | 14.29% | ||||||||
Cash portion of interest rate, through July 2024 (in percent) | 2% | 2% | ||||||||
Cash portion of interest rate, July 2024 and thereafter (in percent) | 5% | 5% | ||||||||
Increase (decrease) in the total interest rate (in percent) | 1% | |||||||||
Number of securities called by warrant (in shares) | 2,000,000 | 2,000,000 | ||||||||
Exercise price of common stock warrants (in usd per share) | $ 5 | $ 5 | ||||||||
Term Loan | Initial Temasek Facility and Amended Temasek Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal repayments on long-term debt | $ 60,000,000 | |||||||||
Term Loan | Ares Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 75,000,000 | |||||||||
Interest rate, paid in kind (in percent) | 8% | |||||||||
Effective interest rate (in percent) | 13.35% | |||||||||
Proceeds from issuance of redeemable preferred stock | $ 25,000,000 | |||||||||
Quarterly principal payments (in percent) | 0.25% | |||||||||
Required exit payment | $ 1,500,000 | |||||||||
Long-term debt | $ 0 | $ 0 | $ 0 | |||||||
Term Loan | Ares Term Loan | Series G Redeemable Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of redeemable preferred stock | $ 100,000,000 | |||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on debt extinguishment | $ 600,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Change in valuation allowance | $ 31.4 | $ 42 | ||
Operating loss carryforwards, subject to expiration | 152 | |||
Net operating loss carryforwards, no expiration | 444 | |||
Unrecognized tax benefits | $ 0.9 | $ 0.7 | $ 0.6 | $ 0 |
Minimum | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Capitalized Research And Expenditures, Amortization | 5 years | |||
Maximum | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Capitalized Research And Expenditures, Amortization | 15 years | |||
Domestic Country | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Federal net operating loss tax carryforwards | $ 596 |
Income Taxes - Loss before Inco
Income Taxes - Loss before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (139.5) | $ (212.6) | $ (171.4) |
Foreign | 0.6 | 0.5 | 0.3 |
Net loss before income tax benefit / (expense) | $ (138.9) | $ (212.1) | $ (171.1) |
Income Taxes - Allocation of In
Income Taxes - Allocation of Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Current provision: | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total current provision | 0 | 0 | 0 |
Deferred provision: | |||
Federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Foreign | 0.2 | 0.3 | 0 |
Total deferred provision | 0.2 | 0.3 | 0 |
Total income tax benefit / (expense) | $ 0.2 | $ 0.3 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 158.1 | $ 149.7 |
Customer credit liabilities | 1.9 | 1.9 |
Interest limitation | 50 | 40.5 |
Capitalized R&D expenses | 10.1 | 0 |
Tax credits | 5.7 | 4.2 |
Share-based compensation | 2.4 | 3.3 |
Operating lease liabilities | 11.8 | 14.4 |
Other | 0.7 | 0.4 |
Total deferred tax assets | 240.7 | 214.4 |
Deferred tax liabilities: | ||
Fixed assets | (0.1) | (4.2) |
Operating lease right-of-use assets | (7.6) | (8.9) |
Total deferred tax liabilities | (7.7) | (13.1) |
Net deferred tax assets before valuation allowance | 233 | 201.3 |
Less valuation allowance | (232.4) | (201) |
Net deferred tax assets | $ 0.6 | $ 0.3 |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Compute “expected” tax benefit | 21% | 21% | 21% |
State income taxes, net of federal benefit | (0.01%) | (0.01%) | (0.01%) |
Valuation of warrants | 0% | (2.47%) | 0% |
Nondeductible transaction costs | 0% | (0.44%) | 0% |
Nondeductible compensation | (1.95%) | (1.17%) | 0% |
Share-based compensation | (0.48%) | (0.35%) | (0.38%) |
Current year change in valuation allowance | (19.34%) | (16.90%) | (21.55%) |
Other | 1% | 0.48% | 0.94% |
Income tax benefit (expense) | 0.22% | 0.14% | 0% |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of the beginning of the period | $ 0.7 | $ 0.6 | $ 0 |
Additions based on tax positions related to the current year | 0.2 | 0.1 | 0.2 |
Additions for tax positions of prior years | 0 | 0 | 0.4 |
Reductions for tax positions of prior years | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 |
Balance as of the end of the period | $ 0.9 | $ 0.7 | $ 0.6 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued operating and general expenses | $ 6 | $ 8.6 |
Revenue share payable | 5.3 | 6.7 |
Accrued interest | 5.1 | 5 |
Accrued payroll related expenses | 4.7 | 4 |
Short-term financing | 0 | 3.5 |
Sales and other taxes | 2.7 | 1.6 |
Gift card liability | 0.6 | 0.6 |
Accrued expenses and other current liabilities | $ 24.4 | $ 30 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2023 | |
Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Value of warrant for common stock | $ 500,000 | |
Common Stock Warrants | Derivative Financial Instruments, Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise of warrants | $ 35,500,000 | |
Series G Redeemable Preferred Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of securities called by warrant (in shares) | 88,037 | |
Preferred Stock Warrants | Derivative Financial Instruments, Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants | $ 1,200,000 | |
Liability-Classified Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | $ 0 | $ 0 |
Warrant A | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of warrant, number of securities called by each warrant (in shares) | 40,828 | |
Warrant B | Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of warrant, number of securities called by each warrant (in shares) | 1,651,701 | |
Class A Common Stock Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise of warrants (in shares) | 1,691,723 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured on Recurring Basis (Details) - Derivative Financial Instruments, Liabilities $ in Millions | 12 Months Ended |
Jan. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 11.8 |
Issuance of common stock warrants | 0.5 |
Changes in estimated fair value | 24.4 |
Ending Balance | 0 |
Common Stock Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Exercise of warrants | (35.5) |
Preferred Stock Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Reclassification to equity-classified warrants | $ (1.2) |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 27, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Temporary Equity [Line Items] | |||
Total redemption amount of redeemable preferred stock | $ 21.2 | $ 57.6 | |
Redeemable preferred stock | |||
Temporary Equity [Line Items] | |||
Carrying value of redeemable preferred stock | $ 409.3 | ||
Temporary equity, liquidation preference | $ 414.9 | ||
Conversion of stock, shares converted | 32,575,462 | ||
Series G Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Sale of stock, number of shares issued in transaction | 1,437,541 | 4,145,650 | |
Series A Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion of stock, shares issued | 32,575,462 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) | Jan. 31, 2023 | Jan. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Exercise Price (usd per share) | $ 0.01 | |
TriplePoint Equity-Classified Common Stock Warrants Issued Nov 2016 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 82,891 | 82,891 |
Exercise Price (usd per share) | $ 7.54 | $ 7.54 |
Fair Value at Issuance | $ 300,000 | $ 300,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Jun 2017 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 18,236 | 18,236 |
Exercise Price (usd per share) | $ 7.54 | $ 7.54 |
Fair Value at Issuance | $ 100,000 | $ 100,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Sep 2017 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 14,920 | 14,920 |
Exercise Price (usd per share) | $ 7.54 | $ 7.54 |
Fair Value at Issuance | $ 100,000 | $ 100,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Jan 2018 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 16,578 | 16,578 |
Exercise Price (usd per share) | $ 7.54 | $ 7.54 |
Fair Value at Issuance | $ 100,000 | $ 100,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Apr 2018 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 16,578 | 16,578 |
Exercise Price (usd per share) | $ 7.54 | $ 7.54 |
Fair Value at Issuance | $ 100,000 | $ 100,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Nov 2015 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 35,215 | 35,215 |
Exercise Price (usd per share) | $ 17.04 | $ 17.04 |
Fair Value at Issuance | $ 200,000 | $ 200,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Jun 2016 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 28,172 | 28,172 |
Exercise Price (usd per share) | $ 17.04 | $ 17.04 |
Fair Value at Issuance | $ 200,000 | $ 200,000 |
TriplePoint Equity-Classified Common Stock Warrants Issued Sep 2016 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 24,650 | 24,650 |
Exercise Price (usd per share) | $ 17.04 | $ 17.04 |
Fair Value at Issuance | $ 100,000 | $ 100,000 |
Double Helix Temasek Equity-Classified Common Stock Warrants Two Issued October 2021 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 394,343 | 394,343 |
Exercise Price (usd per share) | $ 21 | $ 21 |
Fair Value at Issuance | $ 5,300,000 | $ 5,300,000 |
Double Helix Temasek Equity-Classified Common Stock Warrants Two Issued January 2023 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 2,000,000 | |
Exercise Price (usd per share) | $ 5 | |
Fair Value at Issuance | $ 6,900,000 | |
Double Helix Temasek Equity-Classified Common Stock Warrants One Issued Jul 2018 | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 730,000 | |
Exercise Price (usd per share) | $ 27.40 | |
Fair Value at Issuance | $ 1,300,000 | |
Equity Classified Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares (in shares) | 2,631,583 | 1,361,583 |
Fair Value at Issuance | $ 13,400,000 | $ 7,800,000 |
Liability-Classified Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair Value at Issuance | $ 0 | $ 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jan. 31, 2023 USD ($) vote $ / shares shares | Jan. 31, 2022 USD ($) $ / shares |
Class of Warrant or Right [Line Items] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, par value (usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Liability-Classified Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | $ | $ 0 | $ 0 |
Common Class A | ||
Class of Warrant or Right [Line Items] | ||
Votes per common share | vote | 1 | |
Common Class B | ||
Class of Warrant or Right [Line Items] | ||
Votes per common share | vote | 20 | |
Preferred Stock | ||
Class of Warrant or Right [Line Items] | ||
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Preferred Stock | IPO | ||
Class of Warrant or Right [Line Items] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, par value (usd per share) | $ / shares | $ 0.001 |
Share-based Compensation Plan_2
Share-based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Oct. 27, 2021 | Oct. 26, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total share-based compensation | $ 25.4 | $ 26.6 | $ 8.2 | |||
Technology | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total share-based compensation | 5.9 | 4.2 | 2 | |||
Marketing | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total share-based compensation | 0.5 | 1 | 0.4 | |||
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total share-based compensation | $ 19 | $ 21.4 | 5.8 | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost period for recognition | 2 years 2 months 12 days | |||||
Exercise price, minimum (usd per share) | $ 12.43 | |||||
Share-based payment arrangement, plan modification, number of awards modified | 2,565,149 | |||||
Exercise price, reduction (usd per share) | $ 7.01 | |||||
Stock option modification, incremental compensation expense | $ 1.2 | |||||
Unrecorded compensation expense | $ 1.1 | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost period for recognition | 1 year 6 months | |||||
Unrecorded compensation expense | $ 14.7 | |||||
Total share-based compensation | $ 14.4 | |||||
2019 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | |||||
Unrecognized compensation cost | $ 8.4 | |||||
2019 Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award expiration period (in years) | 10 years | |||||
Award vesting period (in years) | 4 years | |||||
2019 Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 4 years | |||||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved (in shares) | 7,224,952 | |||||
2021 Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 4 years | |||||
2021 Plan | Restricted Stock Units (RSUs) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 1 year | |||||
2021 Plan | Restricted Stock Units (RSUs) | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 2 years |
Share-based Compensation Plan_3
Share-based Compensation Plans - Valuation Assumptions (Details) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 63.91% | |
Expected term (in years) | 4 years 10 months 20 days | |
Risk-free interest rate | 0.34% | |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Expected volatility | 68.26% | |
Expected term (in years) | 6 years | |
Risk-free interest rate | 1.02% |
Share-based Compensation Plan_4
Share-based Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Weighted Average Exercise Price | ||
Balances, Beginning (in usd per share) | $ 7.33 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 2.84 | |
Forfeited (in usd per share) | 7.40 | |
Balances, Ending (in usd per share) | 7.33 | $ 7.33 |
Exercisable (in usd per share) | $ 7.16 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Term, Outstanding (in years) | 6 years 4 months 13 days | 7 years 2 months 1 day |
Exercisable, Weighted Average Remaining Contract Term (in years) | 5 years 9 months 3 days | |
Aggregate Intrinsic Value | $ 0.4 | $ 2.1 |
Exercisable, Aggregate Intrinsic Value | $ 0.4 | |
2019 Plan | ||
Number of Shares | ||
Balances Beginning (shares) | 9,470,170 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (13,100) | |
Forfeited (in shares) | (1,396,423) | |
Balances, Ending (in shares) | 8,060,647 | 9,470,170 |
Exercisable (in shares) | 5,831,046 |
Share-based Compensation Plan_5
Share-based Compensation Plans - RSU Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Jan. 31, 2023 $ / shares shares | |
Number of Shares | |
Unvested and outstanding, beginning balance (in shares) | shares | 2,428,574 |
Granted (in shares) | shares | 6,693,775 |
Vested/Released (in shares) | shares | (1,972,890) |
Forfeited (in shares) | shares | (1,173,338) |
Unvested and outstanding, ending balance (in shares) | shares | 5,976,121 |
Weighted Average Grant-Date Fair Value per Share | |
Unvested and outstanding, beginning balance (in usd per share) | $ / shares | $ 11.32 |
Granted (in usd per share) | $ / shares | 4.83 |
Vested/Released (in usd per share) | $ / shares | 9.45 |
Forfeited (in usd per share) | $ / shares | 6.40 |
Unvested and outstanding, ending balance (in usd per share) | $ / shares | $ 5.64 |
Share-based Compensation Plan_6
Share-based Compensation Plans - Classification of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 25.4 | $ 26.6 | $ 8.2 |
Technology | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | 5.9 | 4.2 | 2 |
Marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | 0.5 | 1 | 0.4 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation | $ 19 | $ 21.4 | $ 5.8 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Numerator: | |||
Net loss attributable to common stockholders | $ (138.7) | $ (211.8) | $ (171.1) |
Denominator: | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 64,254,930 | 24,874,061 | 11,138,851 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 64,254,930 | 24,874,061 | 11,138,851 |
Net loss per share attributable to common stockholders, basic (usd per share) | $ (2.16) | $ (8.51) | $ (15.36) |
Net loss per share attributable to common stockholders, diluted (usd per share) | $ (2.16) | $ (8.51) | $ (15.36) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 16,668,351 | 13,260,327 | 39,893,596 |
Redeemable preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 0 | 0 | 31,137,921 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 8,060,647 | 9,470,170 | 6,060,107 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 2,631,583 | 1,361,583 | 2,530,904 |
Preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 0 | 0 | 164,664 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 5,976,121 | 2,428,574 | 0 |
Net Loss per Share Attributab_5
Net Loss per Share Attributable to Common Stockholders - Narrative (Details) | 12 Months Ended |
Jan. 31, 2021 shares | |
Performance Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Performance awards not granted (in shares) | 1,509,601 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Jan. 31, 2023 | Jan. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Restricted cash | $ 9.1 | $ 12 |
Cash-Collateralized Standby Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Restricted cash | $ 9.1 | $ 12 |