0001468327-24-000262 | 10-Q | XBRL Viewer

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Long-Term Debt - Long-Term Debt (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Debt Instrument [Line Items]
Less: current portion of long-term debt	$ 0.0	$ 0.0
Total noncurrent long-term debt	319.8	306.7
Temasek Term Loan
Debt Instrument [Line Items]
Temasek Facility, net	319.8	306.7
Term Loan \| Temasek Term Loan
Debt Instrument [Line Items]
Temasek Facility principal outstanding	271.6	271.6
Add: payment-in-kind interest	40.3	40.3
Add (Less): unamortized debt premium (discount)	$ 7.9	$ (5.2)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jul. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Long-Term Debt

6 Months Ended

Jul. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Summary

The following table summarizes the Company’s long-term debt outstanding as of July 31, 2024 and January 31, 2024:


	July 31,		January 31,
	2024		2024

Temasek Facility principal outstanding	$	271.6	$	271.6
Add: payment-in-kind interest	40.3		40.3
Add (Less): unamortized debt premium (discount)	7.9		(5.2)
Temasek Facility, net	319.8		306.7
Less: current portion of long-term debt	—		—
Total noncurrent long-term debt	$	319.8	$	306.7

Temasek Facility

In January 2023, the Company entered into an amendment to the 2021 Amended Temasek Facility (the “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 provided 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 100,000 shares of the Company’s Class A common stock at an exercise price of $100.00 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.

In December 2023, the Company entered into an amendment to the 2022 Amended Temasek Facility (the “2023 Temasek Facility Amendment”). The 2022 Amended Temasek Facility as further amended by the 2023 Temasek Facility Amendment is referred to as the “2023 Amended Temasek Facility”. This transaction was accounted for as a troubled debt restructuring. The terms of the amendment provide for (i) elimination of all interest (both payment-in-kind and cash interest) for a period of six full fiscal quarters beginning with the fourth quarter of fiscal year 2023; (ii) reduction of the minimum liquidity maintenance covenant under the 2023 Amended Temasek Facility from $50 million to $30 million; and (iii) additional covenants requiring the Company to comply with mutually agreed upon quarterly and annual spend levels for rental product capital expenditures, fixed operating expenditures and marketing expenditures during fiscal year 2024 of $51 million, $100 million (excluding $10 million of specified permitted expenditures), and $30 million, respectively, on an annual basis and to-be-agreed levels for fiscal years 2025 and 2026, subject to the debt holders’ consent and certain exceptions. The Company did not record a gain in connection with the restructuring as the total undiscounted future cash payments specified in the 2023 Temasek Facility Amendment exceeded the carrying value of debt. The effective interest rate for the 2023 Amended Temasek Facility as of January 31, 2024 was 8.44%. The Company amortizes the debt discount or premium using the effective interest method over the remaining term of the facility including the six full fiscal quarters during which payment-in-kind and cash interest were eliminated.

Other than described above, the 2023 Amended Temasek Facility did not change the covenants under the 2022 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, investments, sale of assets, mergers and acquisitions, modifications of certain agreements and its fiscal year, and granting of liens. The 2023 Amended Temasek Facility also contains various events of default, including failure to comply with the minimum liquidity maintenance covenant and maximum expenditure thresholds, the occurrence of which could result in the acceleration of outstanding borrowings under the 2023 Amended Temasek Facility for the Company.

The Company determined that all of the embedded features of the Temasek Facility, 2021 Amended Temasek Facility, 2022 Amended Temasek Facility, and 2023 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 condensed consolidated financial statements.

Covenants

The Company was in compliance with all applicable financial covenants as of July 31, 2024 and through the date of this filing.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Accrued Expenses and Other Current Liabilities - Schedule (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Payables and Accruals [Abstract]
Accrued operating and general expenses	$ 6.2	$ 7.6
Revenue share payable	6.5	6.0
Accrued payroll related expenses	2.6	4.5
Short-term financing	0.0	1.2
Sales and other taxes	1.8	1.9
Gift card liability	0.5	0.5
Accrued expenses and other current liabilities	$ 17.6	$ 21.7

Restructuring and Related Charges	6 Months Ended
Restructuring and Related Charges	Jul. 31, 2024
Restructuring and Related Activities [Abstract]
Restructuring and Related Charges	Restructuring and Related Charges January 2024 Restructuring Plan On January 9, 2024, the Company announced a restructuring plan to focus its workforce and cost structure on key growth opportunities and support its profitability goals. The plan included a reduction in workforce of approximately 10% of its corporate employees (primarily a reduction in force, with some open role closures/reduced backfills, and excludes potential hiring of new employees or other additions to the Company’s costs and expenses). Restructuring charges of $0.2 million for severance and related costs were recognized during the six months ended July 31, 2024 and are reflected in Restructuring charges on the Company’s Condensed Consolidated Statements of Operations. No restructuring charges were recognized during the three months ended July 31, 2024. Restructuring charges of $2.0 million for severance and related costs were recognized during the year ended January 31, 2024 and were reflected in Restructuring charges on the Company’s Consolidated Statements of Operations. Cumulative charges related to severance and related costs incurred to date in connection with the January 2024 restructuring plan were $2.2 million. Accrued restructuring charges were $0.2 million and $0.7 million as of July 31, 2024 and January 31, 2024, respectively. The Company may incur additional restructuring charges in the future. The restructuring plan was substantially completed by the end of the second quarter of fiscal year 2024 and is expected to be fully completed by the end of the third quarter of fiscal year 2024. The Company recorded asset impairment charges of $1.1 million during the quarter and year ended January 31, 2024 related to the discontinuation of a software implementation project in connection with the January 2024 restructuring plan. The charge was reflected in Loss on asset impairment related to restructuring on the Company’s Consolidated Statements of Operations.

Condensed Consolidated Statements of Operations (Parenthetical)	Apr. 02, 2024
Income Statement [Abstract]
Reverse stock split, conversion ratio	0.05

Long-Term Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		6 Months Ended
	Dec. 31, 2023	Jan. 31, 2023	Jul. 31, 2024	Jan. 31, 2024	Nov. 30, 2023
Debt Instrument [Line Items]
Liquidity maintenance covenant	$ 30.0				$ 50.0
Temasek Facility Amendment Two \| Term Loan
Debt Instrument [Line Items]
Stated interest rate through 2024 (in percent)		2.00%
Interest rate after July 2024 (in percent)		5.00%
Increase (decrease) in interest rate (percent)		1.00%
Amended interest rate (in percent)		13.00%
Number of securities called by warrant (in shares)		100,000
Exercise price of common stock warrants (in usd per share)		$ 100.00
Effective interest rate (in percent)		14.29%
Debt discount		$ 6.9
Temasek Facility Amendment \| Term Loan
Debt Instrument [Line Items]
Amended interest rate (in percent)		12.00%
Effective interest rate (in percent)		15.15%
2023 Amended Temasek Facility
Debt Instrument [Line Items]
Liquidity maintenance covenant			$ 30.0		$ 50.0
Maximum inventory capital expenditures, debt covenant	51.0		51.0
Maximum fixed operating expenditures, debt covenant	100.0		100.0
Debt instrument, covenant terms, specified exclusions	10.0		10.0
Maximum marketing expenditures, debt covenant	$ 30.0		$ 30.0
2023 Amended Temasek Facility \| Term Loan
Debt Instrument [Line Items]
Effective interest rate (in percent)				8.44%

Stockholders' Equity

6 Months Ended

Jul. 31, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Reverse Stock Split

In March 2024, the Company’s stockholders approved, and the Company’s Board of Directors selected, a 1-for-20 reverse stock split (the “Reverse Stock Split”) of outstanding shares of Class A common stock and Class B common stock. The Reverse Stock Split became effective on April 2, 2024 and began trading on the Nasdaq Capital Market on a post-split basis on April 3, 2024. Following the Reverse Stock Split, the number of authorized shares of Class A common stock remained at 300,000,000, the number of authorized shares of Class B common stock remained at 50,000,000, and the number of authorized shares of preferred stock remained at 10,000,000. The Reverse Stock Split reduced the total number of issued and outstanding shares of Class A common stock from 67,812,037 to 3,390,587 and Class B common stock from 3,098,580 to 154,928 as of January 31, 2024. The par value per share of Class A common stock and Class B common stock remained at $0.001. The Company filed an Amendment to the Twelfth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on April 2, 2024 to implement the Reverse Stock Split. All per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split for all periods. In addition, Class A common stock and Class B common stock decreased by $0.1 million and additional paid-in capital increased by $0.1 million, respectively, in the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) as of July 31, 2023 and January 31, 2023.

The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Per share net loss increased because there were fewer shares of Class A common stock and Class B common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Instead, holders of Class A common stock and Class B common stock holding fractional shares were entitled to receive, in lieu of such fractional shares, a cash payment in an amount determined based on the closing price of the Company’s Class A common stock on the effective date of the Reverse Stock Split. The cash payments were immaterial to the Company’s consolidated financial statements. The Reverse Stock Split impacted all stockholders uniformly and did not affect any stockholder’s percentage of ownership or proportionate voting power other than very minor impacts from the treatment of fractional shares.

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 July 31, 2024.

Warrants

As of July 31, 2024 and January 31, 2024, the Company had the following outstanding warrants, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed above:


Outstanding Warrants	Date Issued	Number of Shares	Class of Shares	Exercise Price (Per Warrant)		Fair Value at Issuance
Equity classified:
TriplePoint	Nov-16	4,144	Common	$	150.80	$	0.3
TriplePoint	Jun-17	911	Common	150.80		0.1
TriplePoint	Sep-17	746	Common	150.80		0.1
TriplePoint	Jan-18	828	Common	150.80		0.1
TriplePoint	Apr-18	828	Common	150.80		0.1
TriplePoint	Nov-15	1,760	Common	340.77		0.2
TriplePoint	Jun-16	1,408	Common	340.77		0.2
TriplePoint	Sep-16	1,232	Common	340.77		0.1
Double Helix (Temasek)	Oct-21	19,717	Common	420.00		5.3
Double Helix (Temasek)	Jan-23	100,000	Common	100.00		6.9
		131,574				$	13.4

As of July 31, 2024 and January 31, 2024, 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.

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 the U.S. Treasury yield curves.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jul. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	July 31,		January 31,
	2024		2024
Accrued operating and general expenses	$	6.2	$	7.6
Revenue share payable	6.5		6.0
Accrued payroll related expenses	2.6		4.5
Short-term financing	—		1.2
Sales and other taxes	1.8		1.9
Gift card liability	0.5		0.5
Accrued expenses and other current liabilities	$	17.6	$	21.7

The borrowing rate for the short-term financing obligation was 8.80% as of January 31, 2024.

Share-based Compensation Plans - Classification of Share-based Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 2.4	$ 7.4	$ 5.4	$ 16.2
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	0.5	1.8	1.1	3.7
Marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	0.0	0.0	0.0	0.1
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation	$ 1.9	$ 5.6	$ 4.3	$ 12.4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Net Loss per Share Attributable to Common Stockholders - Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

6 Months Ended

Jul. 31, 2024

Jul. 31, 2023

Jul. 31, 2024

Jul. 31, 2023

Numerator:

Net loss attributable to common stockholders

$ (15.6)

$ (26.8)

$ (37.6)

$ (56.9)

Denominator:

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)

^[1]

3,736,953

3,380,413

3,692,025

3,337,535

Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)

^[1]

3,736,953

3,380,413

3,692,025

3,337,535

Net loss per share attributable to common stockholders, basic (usd per share)

^[1]

$ (4.17)

$ (7.93)

$ (10.18)

$ (17.05)

Net loss per share attributable to common stockholders, diluted (usd per share)

^[1]

$ (4.17)

$ (7.93)

$ (10.18)

$ (17.05)

[1]	Amounts have been adjusted to reflect the 1-for-20 reverse stock split that became effective on April 2, 2024. See Note 2, “Summary of Significant Accounting Policies” and Note 11, “Stockholders’ Equity” for additional details.

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Leases - Lessee Accounting - Maturities of Operating and Financing Lease Obligations (Details) $ in Millions	Jul. 31, 2024 USD ($)
Operating
2024	$ 5.5
2025	11.3
2026	11.3
2027	11.2
2028	11.3
Thereafter	28.8
Total minimum lease payments	79.4
Imputed interest	(32.3)
Lease liabilities	47.1
Financing
2024	0.3
2025	0.3
2026	0.1
2027	0.1
2028	0.1
Thereafter	0.3
Total minimum lease payments	1.2
Imputed interest	(0.4)
Lease liabilities	$ 0.8

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions		6 Months Ended	12 Months Ended
	Apr. 02, 2024	Jul. 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jul. 31, 2024 vote $ / shares shares	Jan. 31, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Reverse stock split, conversion ratio	0.05
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000
Adjustments to common stock, reverse stock split \| $		$ 0.1	$ 0.1
Adjustments to additional paid in capital, reverse stock split \| $		$ 0.1	$ 0.1
Preferred stock, par value (usd per share) \| $ / shares				$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)				0	0
Preferred stock, shares outstanding (in shares)				0	0
Common Class A
Class of Warrant or Right [Line Items]
Common stock, shares authorized (in shares)				300,000,000	300,000,000
Common stock, shares, outstanding (in shares)				3,605,527	3,390,587
Common stock, shares, issued (in shares)				3,605,527	3,390,587
Common stock, par value (usd per share) \| $ / shares				$ 0.001	$ 0.001
Votes per common share \| vote				1
Common Class A \| Reverse Stock Split
Class of Warrant or Right [Line Items]
Common stock, shares, outstanding (in shares)					67,812,037
Common stock, shares, issued (in shares)					67,812,037
Common Class B
Class of Warrant or Right [Line Items]
Common stock, shares authorized (in shares)				50,000,000	50,000,000
Common stock, shares, outstanding (in shares)				155,333	154,928
Common stock, shares, issued (in shares)				155,333	154,928
Common stock, par value (usd per share) \| $ / shares				$ 0.001	$ 0.001
Votes per common share \| vote				20
Common Class B \| Reverse Stock Split
Class of Warrant or Right [Line Items]
Common stock, shares, outstanding (in shares)					3,098,580
Common stock, shares, issued (in shares)					3,098,580
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

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jul. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses and other current liabilities consisted of the following:


	July 31,		January 31,
	2024		2024
Accrued operating and general expenses	$	6.2	$	7.6
Revenue share payable	6.5		6.0
Accrued payroll related expenses	2.6		4.5
Short-term financing	—		1.2
Sales and other taxes	1.8		1.9
Gift card liability	0.5		0.5
Accrued expenses and other current liabilities	$	17.6	$	21.7

Schedule of Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	July 31,		January 31,
	2024		2024
Accrued operating and general expenses	$	6.2	$	7.6
Revenue share payable	6.5		6.0
Accrued payroll related expenses	2.6		4.5
Short-term financing	—		1.2
Sales and other taxes	1.8		1.9
Gift card liability	0.5		0.5
Accrued expenses and other current liabilities	$	17.6	$	21.7

Share-based Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended	12 Months Ended
	Jul. 31, 2024	Jan. 31, 2024
Weighted Average Exercise Price
Balances, Beginning (in usd per share)	$ 157.80
Granted (in usd per share)	0
Exercised (in usd per share)	0
Forfeited (in usd per share)	162.83
Balances, Ending (in usd per share)	159.05	$ 157.80
Exercisable (in usd per share)	$ 157.47
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Term, Outstanding (in years)	4 years 3 months 25 days	4 years 9 months 14 days
Aggregate Intrinsic Value	$ 0.0	$ 0.0
Exercisable, Weighted Average Remaining Contract Term (in years)	4 years 3 months 7 days
Exercisable, Aggregate Intrinsic Value	$ 0.0
2019 Plan
Number of Shares
Balances, Beginning (shares)	42,613
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(7,288)
Balances, Ending (in shares)	35,325	42,613
Exercisable (in shares)	33,938

Restructuring and Related Charges (Details) - USD ($) $ in Millions		3 Months Ended			6 Months Ended		7 Months Ended	12 Months Ended
	Jan. 09, 2024	Jul. 31, 2024	Jan. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jan. 31, 2024
Restructuring Cost and Reserve [Line Items]
Percentage of workforce reduction (in percent)	10.00%
Restructuring charges		$ 0.0		$ 0.0	$ 0.2	$ 0.0
Restructuring reserve		0.2	$ 0.7		0.2		$ 0.2	$ 0.7
Asset impairment charges			$ 1.1					1.1
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 0.0			$ 0.2		$ 2.2	$ 2.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed 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 condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). As further discussed in the Reverse Stock Split section below, all per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split (as defined below).

The unaudited interim condensed consolidated financial statements and related disclosures have been prepared by management on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary for a fair statement of the results for the interim periods presented.

The results for the three and six months ended July 31, 2024 are not necessarily indicative of the operating results expected for the year ending January 31, 2025 or any future period. The condensed consolidated balance sheet as of January 31, 2024 is derived from the audited consolidated financial statements. Certain information and notes normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted under the Securities and Exchange Commission’s (the “SEC”) rules and regulations. Accordingly, the unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended January 31, 2024, which can be found in the Company’s Annual Report on Form 10-K filed with the SEC on April 11, 2024.

Reverse Stock Split

The Company’s Amended and Restated Certificate of Incorporation as of October 29, 2021 authorizes the Company to issue 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.

In March 2024, the Company’s stockholders approved, and the Company’s Board of Directors selected, a 1-for-20 reverse stock split of outstanding shares of Class A common stock and Class B common stock (the “Reverse Stock Split”). The 1-for-20 Reverse Stock Split became effective on April 2, 2024 and began trading on the Nasdaq Capital Market on a post-split basis on April 3, 2024. See Note 11 - Stockholders’ Equity for additional information.

Fiscal Year

The Company’s fiscal year ends on January 31 of the next calendar year. For example, references to “fiscal year 2024” refer to the fiscal year ending January 31, 2025 and references to “fiscal year 2023” refer to the fiscal year ended 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.

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 to determine lease liabilities, valuation of share-based compensation and warrants, and recoverability of long-lived assets.

As of July 31, 2024, 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 three or six months ended July 31, 2024 and 2023.

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 condensed 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 condensed 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.

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.

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 Condensed 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 in rentable condition 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 condensed 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 July 31, 2024 and January 31, 2024 was $2.8 million and $3.0 million, respectively. The accelerated depreciation related to rental product held for sale was $1.3 million and $1.1 million for the three months ended July 31, 2024 and 2023, respectively, and $2.4 million and $2.0 million for the six months ended July 31, 2024 and 2023, respectively. The accelerated depreciation is presented on the condensed 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 condensed 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 condensed 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 condensed 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 sale of rental product were $13.6 million and $10.8 million for the six months ended July 31, 2024 and 2023, respectively. Proceeds from the liquidation of rental product were $2.2 million and $2.2 million for the six months ended July 31, 2024 and 2023, respectively.

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 13% and 10% of total revenue for the three months ended July 31, 2024 and 2023, respectively, and 13% and 10% of total revenue for the six months ended July 31, 2024 and 2023, 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 Condensed Consolidated Balance Sheets. During the three months ended July 31, 2024 and 2023, $0.3 million and $0.4 million of credits included in the customer credit liability as of April 30, 2024 and 2023, respectively, were redeemed. During the six months ended July 31, 2024 and 2023, $0.7 million and $1.0 million of credits included in the customer credit liability as of January 31, 2024 and 2023, respectively, 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. The Company did not issue any new gift cards during the three and six months ended July 31, 2024 and 2023.

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 (increased from two months prior to the rental start date beginning in June 2024) 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- or eight-day rental period.

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 July 31, 2024 and January 31, 2024.

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 receivables, assets or liabilities with respect to other revenue as of July 31, 2024 and January 31, 2024.

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.

Share-Based Compensation

The Company recognizes all employee share-based compensation as an expense in the condensed 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 Nasdaq. Upon grant of awards, the Company also estimates an amount of forfeitures that will occur prior to vesting. There were no stock options granted during the three and six months ended July 31, 2024 and 2023.

The Company has granted two types of restricted stock units (“RSUs”). Prior to 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 time-based service conditions. The Company records share-based compensation expense for these RSUs on a straight-line basis over the requisite service period. See Note 12 - Share-based Compensation Plans for a description of the accounting for share-based awards.

Interest Income and Expense

Interest income and expense consist primarily of interest on the Temasek debt facility, debt discount amortization, and financing lease interest expense offset by interest income earned. The Company recognized interest and debt discount amortization expense of $6.7 million and $10.9 million during the three months ended July 31, 2024 and 2023, respectively, and $13.2 million and $21.1 million during the six months ended July 31, 2024 and 2023.

Interim Impairment Evaluation

During the year ended January 31, 2024, the Company concluded a triggering event had occurred during the third quarter of fiscal year 2023 due to a decline in the Company’s stock price. The Company performed a quantitative assessment and concluded the undiscounted cash flows expected to be generated by the use and eventual disposition of the Company’s long-lived assets exceeded their carrying values. Therefore, no impairment was recognized for the year ended January 31, 2024. The Company has concluded there were no triggering events as of July 31, 2024.

Recently Issued and Adopted Accounting Pronouncements

Recently Adopted 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 Company adopted this standard on February 1, 2024, and the adoption of this standard did not have a material impact on the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax rate reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the consolidated financial statements.

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU must be applied retrospectively for all periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on the consolidated financial statements.

Leases - Lessee Accounting (Tables)

6 Months Ended

Jul. 31, 2024

Leases [Abstract]

Schedule of 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 July 31, 2024:


	Operating		Financing
Fiscal year:
2024	$	5.5	$	0.3
2025	11.3		0.3
2026	11.3		0.1
2027	11.2		0.1
2028	11.3		0.1
Thereafter	28.8		0.3
Total minimum lease payments	79.4		1.2
Imputed interest	(32.3)		(0.4)
Lease liabilities as of July 31, 2024	$	47.1	$	0.8

Schedule of 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 July 31, 2024:


	Operating		Financing
Fiscal year:
2024	$	5.5	$	0.3
2025	11.3		0.3
2026	11.3		0.1
2027	11.2		0.1
2028	11.3		0.1
Thereafter	28.8		0.3
Total minimum lease payments	79.4		1.2
Imputed interest	(32.3)		(0.4)
Lease liabilities as of July 31, 2024	$	47.1	$	0.8

Share-based Compensation Plans (Tables)

6 Months Ended

Jul. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity during the period indicated is as follows, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value
Balances as of January 31, 2024	42,613	$	157.80	4.79	$	—
Granted	—	—
Exercised	—	—
Forfeited	(7,288)	162.83
Balances as of July 31, 2024	35,325	$	159.05	4.32	$	—
Exercisable as of July 31, 2024	33,938	$	157.47	4.27	$	—

Schedule of RSU Activity

RSUs activity during the period indicated is as follows, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity:


	Number of Shares	Weighted Average Grant-Date Fair Value per Share
Unvested and outstanding as of January 31, 2024	404,965	$	59.40
Granted	315,327	8.04
Vested/Released	(215,345)	58.03
Forfeited	(43,463)	36.95
Unvested and outstanding as of July 31, 2024	461,484	$	26.08

Schedule of Classification of Share-based Compensation Expense

The classification of share-based compensation for the three and six months ended July 31, 2024 and 2023, respectively, presented within each line item of the Condensed Consolidated Statements of Operations is as follows:


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Technology	$	0.5	$	1.8	$	1.1	$	3.7
Marketing	—		—		—		0.1
General and administrative	1.9		5.6		4.3		12.4
Total share-based compensation	$	2.4	$	7.4	$	5.4	$	16.2

Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Equity Classified Common Stock Warrants
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	131,574	131,574
Fair Value at Issuance	$ 13.4	$ 13.4
TriplePoint Equity-Classified Common Stock Warrants Issued Nov 2016
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	4,144	4,144
Exercise Price (usd per warrant)	$ 150.80	$ 150.80
Fair Value at Issuance	$ 0.3	$ 0.3
TriplePoint Equity-Classified Common Stock Warrants Issued Jun 2017
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	911	911
Exercise Price (usd per warrant)	$ 150.80	$ 150.80
Fair Value at Issuance	$ 0.1	$ 0.1
TriplePoint Equity-Classified Common Stock Warrants Issued Sep 2017
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	746	746
Exercise Price (usd per warrant)	$ 150.80	$ 150.80
Fair Value at Issuance	$ 0.1	$ 0.1
TriplePoint Equity-Classified Common Stock Warrants Issued Jan 2018
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	828	828
Exercise Price (usd per warrant)	$ 150.80	$ 150.80
Fair Value at Issuance	$ 0.1	$ 0.1
TriplePoint Equity-Classified Common Stock Warrants Issued Apr 2018
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	828	828
Exercise Price (usd per warrant)	$ 150.80	$ 150.80
Fair Value at Issuance	$ 0.1	$ 0.1
TriplePoint Equity-Classified Common Stock Warrants Issued Nov 2015
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	1,760	1,760
Exercise Price (usd per warrant)	$ 340.77	$ 340.77
Fair Value at Issuance	$ 0.2	$ 0.2
TriplePoint Equity-Classified Common Stock Warrants Issued Jun 2016
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	1,408	1,408
Exercise Price (usd per warrant)	$ 340.77	$ 340.77
Fair Value at Issuance	$ 0.2	$ 0.2
TriplePoint Equity-Classified Common Stock Warrants Issued Sep 2016
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	1,232	1,232
Exercise Price (usd per warrant)	$ 340.77	$ 340.77
Fair Value at Issuance	$ 0.1	$ 0.1
Double Helix Temasek Equity-Classified Common Stock Warrants Two Issued October 2021
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	19,717	19,717
Exercise Price (usd per warrant)	$ 420.00	$ 420.00
Fair Value at Issuance	$ 5.3	$ 5.3
Double Helix Temasek Equity-Classified Common Stock Warrants Two Issued January 2023
Class of Warrant or Right [Line Items]
Number of Shares (in shares)	100,000	100,000
Exercise Price (usd per warrant)	$ 100.00	$ 100.00
Fair Value at Issuance	$ 6.9	$ 6.9

Leases - Lessee Accounting - Narrative (Details) $ in Millions	12 Months Ended
	Jan. 31, 2024 USD ($)
Leases [Abstract]
Lease term (in years)	5 years
Operating lease, liabilities, adjustment for lease modification	$ 9.9
Operating lease, right-of-use asset, adjustment for lease modification	$ 9.9

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Current assets:
Cash and cash equivalents	$ 76.6	$ 84.0
Restricted cash, current	5.2	5.2
Prepaid expenses and other current assets	10.8	13.0
Total current assets	92.6	102.2
Restricted cash	4.8	4.8
Rental product, net	85.9	94.0
Fixed assets, net	31.7	35.7
Intangible assets, net	3.0	3.4
Operating lease right-of-use assets	32.6	33.9
Other assets	6.8	4.5
Total assets	257.4	278.5
Current liabilities:
Accounts payable	9.9	5.8
Accrued expenses and other current liabilities	17.6	21.7
Deferred revenue	10.9	10.9
Customer credit liabilities	6.0	6.3
Operating lease liabilities	3.9	3.4
Total current liabilities	48.3	48.1
Long-term debt, net	319.8	306.7
Operating lease liabilities	43.2	45.3
Other liabilities	0.6	0.7
Total liabilities	411.9	400.8
Commitments and Contingencies (Note 14)
Stockholders’ equity (deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized as of July 31, 2024 and January 31, 2024; 0 shares issued and outstanding as of July 31, 2024 and January 31, 2024	0.0	0.0
Additional paid-in capital	936.2	930.8
Accumulated deficit	(1,090.7)	(1,053.1)
Total stockholders’ equity (deficit)	(154.5)	(122.3)
Total liabilities and stockholders’ equity (deficit)	257.4	278.5
Common Class A
Stockholders’ equity (deficit)
Common stock, value, issued	0.0	0.0
Common Class B
Stockholders’ equity (deficit)
Common stock, value, issued	$ 0.0	$ 0.0

Liquidity (Details) - USD ($) $ in Millions	1 Months Ended			6 Months Ended
Liquidity (Details) - USD ($) $ in Millions	Jan. 31, 2024	Dec. 31, 2023	Sep. 30, 2022	Jul. 31, 2024	Nov. 30, 2023	Jul. 31, 2023
Accounting Policies [Line Items]
Annual operating expense savings	$ 12.0		$ 27.0
Liquidity maintenance covenant		$ 30.0			$ 50.0
Cash and cash equivalents	84.0			$ 76.6		$ 123.7
Long-term debt, net	$ 306.7			319.8
2023 Amended Temasek Facility
Accounting Policies [Line Items]
Liquidity maintenance covenant				30.0	$ 50.0
Maximum inventory capital expenditures, debt covenant		51.0		51.0
Maximum fixed operating expenditures, debt covenant		100.0		100.0
Debt instrument, covenant terms, specified exclusions		10.0		10.0
Maximum marketing expenditures, debt covenant		$ 30.0		$ 30.0

Long-Term Debt (Tables)

6 Months Ended

Jul. 31, 2024

Debt Disclosure [Abstract]

Schedule of Line of Credit and Long-Term Debt Outstanding

The following table summarizes the Company’s long-term debt outstanding as of July 31, 2024 and January 31, 2024:


	July 31,		January 31,
	2024		2024

Temasek Facility principal outstanding	$	271.6	$	271.6
Add: payment-in-kind interest	40.3		40.3
Add (Less): unamortized debt premium (discount)	7.9		(5.2)
Temasek Facility, net	319.8		306.7
Less: current portion of long-term debt	—		—
Total noncurrent long-term debt	$	319.8	$	306.7

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
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+ Details

Rental Product, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Rental Product [Abstract]
Depreciation and write-offs, rental product and rental product sold	$ 16.2	$ 12.8	$ 31.1	$ 24.9

Income Taxes (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 1.3	$ 1.2

Stockholders' Equity (Tables)

6 Months Ended

Jul. 31, 2024

Equity [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights

As of July 31, 2024 and January 31, 2024, the Company had the following outstanding warrants, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed above:


Outstanding Warrants	Date Issued	Number of Shares	Class of Shares	Exercise Price (Per Warrant)		Fair Value at Issuance
Equity classified:
TriplePoint	Nov-16	4,144	Common	$	150.80	$	0.3
TriplePoint	Jun-17	911	Common	150.80		0.1
TriplePoint	Sep-17	746	Common	150.80		0.1
TriplePoint	Jan-18	828	Common	150.80		0.1
TriplePoint	Apr-18	828	Common	150.80		0.1
TriplePoint	Nov-15	1,760	Common	340.77		0.2
TriplePoint	Jun-16	1,408	Common	340.77		0.2
TriplePoint	Sep-16	1,232	Common	340.77		0.1
Double Helix (Temasek)	Oct-21	19,717	Common	420.00		5.3
Double Helix (Temasek)	Jan-23	100,000	Common	100.00		6.9
		131,574				$	13.4

Net Loss per Share Attributable to Common Stockholders

6 Months Ended

Jul. 31, 2024

Earnings Per Share [Abstract]

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, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity:


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(15.6)	$	(26.8)	$	(37.6)	$	(56.9)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	3,736,953		3,380,413		3,692,025		3,337,535
Net loss per share attributable to common stockholders, basic and diluted	$	(4.17)	$	(7.93)	$	(10.18)	$	(17.05)

The following potentially dilutive outstanding securities based on amounts outstanding at each period end, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity, were excluded from the computation of diluted loss per share attributable to common stockholders because including them would have been anti-dilutive:


	Six Months Ended July 31,
	2024	2023
Stock options	35,325	53,839
Common stock warrants	131,574	131,574
RSUs	461,484	530,191
Total	628,383	715,604

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jul. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements As of July 31, 2024 and January 31, 2024, 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 Company’s Condensed Consolidated Balance Sheets. Refer to Note 7 — Long-Term Debt. The Company estimates the fair value of its long-term debt using a discounted cash flow approach based on the Company’s implied credit spread using the median of option adjusted spreads for similar financial instruments with similar credit ratings, and, as such, long-term debt is classified as Level 3 within the fair value hierarchy. As of July 31, 2024, the estimated fair value of the Company’s long-term debt was $318.4 million.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Income Taxes	6 Months Ended
Income Taxes	Jul. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s provision or benefit from income taxes in interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment. The estimate of the annual effective income tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The Company continues to maintain a full valuation allowance on all United States net deferred tax assets for all periods presented. The amount of unrecognized tax benefits as of July 31, 2024 and January 31, 2024 was $1.3 million and $1.2 million, respectively. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives and Salvage Values (Details)	6 Months Ended
	Jul. 31, 2024
Apparel
Accounting Policies [Line Items]
Useful Life	3 years
Salvage Value	20.00%
Accessories
Accounting Policies [Line Items]
Useful Life	2 years
Salvage Value	30.00%

Commitment and Contingencies	6 Months Ended
Commitment and Contingencies	Jul. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company had restricted cash balances for cash collateralized standby letters of credit as of July 31, 2024 and January 31, 2024 of $10.0 million and $10.0 million, respectively, primarily to satisfy security deposit requirements on its leases. The restricted cash balances also consisted of letters of credit for rental product purchases and credit card transactions. 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 (the “Securities Act”), 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. On June 8, 2023, the court appointed Delaware Public Employees’ Retirement System and Denver Employees Retirement Plan as lead plaintiffs. On August 21, 2023, lead plaintiffs filed an amended complaint against the Company, certain of its officers and directors, and the underwriters of its IPO. The amended complaint alleges that defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act by allegedly making certain false and misleading statements, and by omitting material facts necessary to make the statements made therein not misleading, concerning, among other things, the Company’s growth prospects and fulfillment costs at the time of the IPO. The lawsuit seeks an award of damages, attorney’s fees and costs, and such other relief as the court deems just and proper. All defendants have moved to dismiss the amended complaint and that motion, which was fully submitted on February 23, 2024, remains pending. The Company intends to vigorously defend itself against these claims. The Company believes it has meritorious defenses to the claims asserted in the amended complaint and any liability for such claims is not currently probable and the potential loss or range of loss is not reasonably estimable.

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Apr. 02, 2024	Jul. 31, 2024 USD ($) $ / shares shares	Jul. 31, 2023 USD ($)	Jul. 31, 2024 USD ($) segment $ / shares shares	Jul. 31, 2023 USD ($)	Jan. 31, 2024 USD ($) $ / shares shares
Accounting Policies [Line Items]
Preferred stock, shares authorized (in shares) \| shares		10,000,000		10,000,000		10,000,000
Preferred stock, par value (usd per share) \| $ / shares		$ 0.001		$ 0.001		$ 0.001
Reverse stock split, conversion ratio	0.05
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Rental product held-for-sale		$ 2.8		$ 2.8		$ 3.0
Accelerated depreciation		1.3	$ 1.1	2.4	$ 2.0
Proceeds from sale of rental product				13.6	10.8
Proceeds from liquidation of rental product				2.2	2.2
Customer credits and refunds, including opening balance		$ 0.3	0.4	$ 0.7	1.0
Time for order placement (in months)		4 months		4 months		2 months
Interest and amortization of debt discounts		$ 6.7	$ 10.9	$ 13.2	$ 21.1
Minimum
Accounting Policies [Line Items]
Rental period (in days)		4 years		4 years
Maximum
Accounting Policies [Line Items]
Rental period (in days)		8 days		8 days
Apparel and accessories \| Revenue benchmark \| Product concentration risk
Accounting Policies [Line Items]
Concentration risk, percentage (in percent)		13.00%	10.00%	13.00%	10.00%
Common Class A
Accounting Policies [Line Items]
Common stock, shares authorized (in shares) \| shares		300,000,000		300,000,000		300,000,000
Common stock, par value (usd per share) \| $ / shares		$ 0.001		$ 0.001		$ 0.001
Common Class B
Accounting Policies [Line Items]
Common stock, shares authorized (in shares) \| shares		50,000,000		50,000,000		50,000,000
Common stock, par value (usd per share) \| $ / shares		$ 0.001		$ 0.001		$ 0.001

Share-based Compensation Plans

6 Months Ended

Jul. 31, 2024

Share-Based Payment Arrangement [Abstract]

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 years. While no shares are available for future issuance under the 2009 Plan or the 2019 Plan, they continue to govern outstanding equity awards granted thereunder. Outstanding awards granted under the 2009 Plan and 2019 Plan are exercisable for or settled in shares of Class A common stock, or, if approved by the board of directors, shares of Class B common stock.

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 six months ended July 31, 2024 and years ended January 31, 2024 and 2023 have a shorter vesting period of one to two years. As of July 31, 2024, there were 226,409 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, the 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. There were no stock options granted during the six months ended July 31, 2024 or year ended January 31, 2024.

Stock Options

Stock option activity during the period indicated is as follows, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value
Balances as of January 31, 2024	42,613	$	157.80	4.79	$	—
Granted	—	—
Exercised	—	—
Forfeited	(7,288)	162.83
Balances as of July 31, 2024	35,325	$	159.05	4.32	$	—
Exercisable as of July 31, 2024	33,938	$	157.47	4.27	$	—

As of July 31, 2024, there was $0.1 million of unrecognized compensation cost related to stock options granted that is expected to be recognized over a weighted average period of 1.06 years.

During the year ended January 31, 2024, the Company completed an option exchange designed to incentivize and retain employees, directors and other service providers by providing the ability to exchange outstanding stock options for RSUs representing the right to receive Class A common stock. Stock options relating to 331,370 shares of Class A and Class B common stock were forfeited in exchange for 132,546 RSUs which generally vest over two years. The Company will recognize $0.8 million of incremental stock compensation expense from the RSUs granted as a result of the option exchange which will be recognized over the two year vesting period.

The Company currently uses authorized and unissued shares to satisfy the exercise of stock option awards.

RSUs

RSUs activity during the period indicated is as follows, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 11, Stockholders’ Equity:


	Number of Shares	Weighted Average Grant-Date Fair Value per Share
Unvested and outstanding as of January 31, 2024	404,965	$	59.40
Granted	315,327	8.04
Vested/Released	(215,345)	58.03
Forfeited	(43,463)	36.95
Unvested and outstanding as of July 31, 2024	461,484	$	26.08

As of July 31, 2024, there was $7.7 million of unrecognized compensation cost related to RSUs granted that is expected to be recognized over a weighted average period of 1.3 years. Of the total unrecognized compensation cost, $1.4 million related to RSUs granted as a result of the option exchange.

As of July 31, 2024 and January 31, 2024, there were 4,219 and 43,518 vested and unreleased shares, respectively, included in unvested and outstanding shares in the table above.

Share-Based Compensation Summary


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Technology	$	0.5	$	1.8	$	1.1	$	3.7
Marketing	—		—		—		0.1
General and administrative	1.9		5.6		4.3		12.4
Total share-based compensation	$	2.4	$	7.4	$	5.4	$	16.2

The Company recognized $0.5 million and $2.4 million of incremental share-based compensation expense in General and administrative expenses during the three and six months ended July 31, 2023, respectively, due to equity award modifications related to the transition of the Chief Financial Officer role.

The Company recognized $0.4 million and $0.8 million of share-based compensation expense during the three and six months ended July 31, 2024, including incremental share-based compensation expense as a result of the option exchange discussed above.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Parenthetical)	Apr. 02, 2024
Statement of Stockholders' Equity [Abstract]
Reverse stock split, conversion ratio	0.05

Share-based Compensation Plans - RSU Activity (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jul. 31, 2024 $ / shares shares
Number of Shares
Unvested and outstanding, beginning balance (in shares) \| shares	404,965
Granted (in shares) \| shares	315,327
Vested/Released (in shares) \| shares	(215,345)
Forfeited (in shares) \| shares	(43,463)
Unvested and outstanding, ending balance (in shares) \| shares	461,484
Weighted Average Grant-Date Fair Value per Share
Unvested and outstanding, beginning balance (in usd per share) \| $ / shares	$ 59.40
Granted (in usd per share) \| $ / shares	8.04
Vested/Released (in usd per share) \| $ / shares	58.03
Forfeited (in usd per share) \| $ / shares	36.95
Unvested and outstanding, ending balance (in usd per share) \| $ / shares	$ 26.08

Rental Product, Net (Tables)

6 Months Ended

Jul. 31, 2024

Rental Product [Abstract]

Schedule of Rental Product Breakdown

Rental product, net consisted of the following:


	July 31,		January 31,
	2024		2024

Apparel	$	156.2	$	165.3
Accessories	5.9		6.6
	162.1		171.9
Less: accumulated depreciation	(76.2)		(77.9)
Rental product, net	$	85.9	$	94.0

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)
$ in Millions

Total

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Beginning balance (in shares) at Jan. 31, 2023

^[1]

3,251,138

Beginning balance at Jan. 31, 2023

$ (35.3)

$ 0.0

$ 904.6

$ (939.9)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock issued under stock incentive plan (in shares)

^[1]

171,216

Stock issued under stock incentive plan

0.0

Share-based compensation expense

16.2

Net loss

(56.9)

Ending balance (in shares) at Jul. 31, 2023

^[1],[2]

3,422,354

Ending balance at Jul. 31, 2023

(76.0)

$ 0.0

920.8

(996.8)

Beginning balance (in shares) at Apr. 30, 2023

^[2]

3,334,045

Beginning balance at Apr. 30, 2023

(56.6)

$ 0.0

913.4

(970.0)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock issued under stock incentive plan (in shares)

^[2]

88,309

Stock issued under stock incentive plan

0.0

Share-based compensation expense

7.4

Net loss

(26.8)

Ending balance (in shares) at Jul. 31, 2023

^[1],[2]

3,422,354

Ending balance at Jul. 31, 2023

(76.0)

$ 0.0

920.8

(996.8)

Beginning balance (in shares) at Jan. 31, 2024

^[1]

3,545,515

Beginning balance at Jan. 31, 2024

(122.3)

$ 0.0

930.8

(1,053.1)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock issued under stock incentive plan (in shares)

^[1]

215,345

Stock issued under stock incentive plan

0.0

Share-based compensation expense

5.4

Net loss

(37.6)

Ending balance (in shares) at Jul. 31, 2024

^[1],[2]

3,760,860

Ending balance at Jul. 31, 2024

(154.5)

$ 0.0

936.2

(1,090.7)

Beginning balance (in shares) at Apr. 30, 2024

^[2]

3,675,322

Beginning balance at Apr. 30, 2024

(141.3)

$ 0.0

933.8

(1,075.1)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock issued under stock incentive plan (in shares)

^[2]

85,538

Stock issued under stock incentive plan

0.0

Share-based compensation expense

2.4

Net loss

(15.6)

Ending balance (in shares) at Jul. 31, 2024

^[1],[2]

3,760,860

Ending balance at Jul. 31, 2024

$ (154.5)

$ 0.0

$ 936.2

$ (1,090.7)

[1]	(1) Amounts have been adjusted to reflect the 1-for-20 reverse stock split that became effective on April 2, 2024. See Note 2, “Summary of Significant Accounting Policies” and Note 11, “Stockholders’ Equity” for additional details.
[2]	Amounts have been adjusted to reflect the 1-for-20 reverse stock split that became effective on April 2, 2024. See Note 2, “Summary of Significant Accounting Policies” and Note 11, “Stockholders’ Equity” for additional details.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Share-based Compensation Plans - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2020
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option modification, incremental compensation expense		$ 0.5		$ 2.4
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost period for recognition (in years)			1 year 21 days
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)					2 years
Unrecognized compensation cost period for recognition (in years)			1 year 3 months 18 days
Granted (in shares)			315,327
Unrecorded compensation expense	$ 7.7		$ 7.7
Restricted stock units vested and unreleased (in shares)	4,219		4,219		43,518
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 0.1		$ 0.1
Forfeited (in shares)			7,288
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)	226,409		226,409
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		1 year	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		2 years	2 years
Option Exchange Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost					$ 0.8
Forfeited (in shares)					331,370
Granted (in shares)					132,546
Stock option modification, incremental compensation expense	$ 0.4		$ 0.8
Option Exchange Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecorded compensation expense	$ 1.4		$ 1.4

Commitment and Contingencies (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Cash-Collateralized Standby Letters of Credit
Line of Credit Facility [Line Items]
Restricted cash	$ 10.0	$ 10.0

Net Loss per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jul. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended July 31,				Six Months Ended July 31,
	2024		2023		2024		2023
Numerator:
Net loss attributable to common stockholders	$	(15.6)	$	(26.8)	$	(37.6)	$	(56.9)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	3,736,953		3,380,413		3,692,025		3,337,535
Net loss per share attributable to common stockholders, basic and diluted	$	(4.17)	$	(7.93)	$	(10.18)	$	(17.05)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Six Months Ended July 31,
	2024	2023
Stock options	35,325	53,839
Common stock warrants	131,574	131,574
RSUs	461,484	530,191
Total	628,383	715,604

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2024

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	%

Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares	6 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	628,383	715,604
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)	35,325	53,839
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)	131,574	131,574
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share (in shares)	461,484	530,191

Leases - Lessee Accounting

6 Months Ended

Jul. 31, 2024

Leases [Abstract]

Leases - Lessee Accounting

During the year ended January 31, 2024, the Company amended the operating lease for its fulfillment center at 100 Metro Way in Secaucus, NJ, the terms of which extended the lease for an additional five years to August 31, 2029. The lease modification resulted in an adjustment of $9.9 million to lease liabilities and right-of-use assets. The Company did not exercise its renewal option with respect to its lease for 55 Metro Way in Secaucus, NJ, which is anticipated to expire in accordance with its terms on August 31, 2024.

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 July 31, 2024:


	Operating		Financing
Fiscal year:
2024	$	5.5	$	0.3
2025	11.3		0.3
2026	11.3		0.1
2027	11.2		0.1
2028	11.3		0.1
Thereafter	28.8		0.3
Total minimum lease payments	79.4		1.2
Imputed interest	(32.3)		(0.4)
Lease liabilities as of July 31, 2024	$	47.1	$	0.8

Leases - Lessee Accounting

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 July 31, 2024:


	Operating		Financing
Fiscal year:
2024	$	5.5	$	0.3
2025	11.3		0.3
2026	11.3		0.1
2027	11.2		0.1
2028	11.3		0.1
Thereafter	28.8		0.3
Total minimum lease payments	79.4		1.2
Imputed interest	(32.3)		(0.4)
Lease liabilities as of July 31, 2024	$	47.1	$	0.8

Business	6 Months Ended
Business	Jul. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	Business Description of Business Rent the Runway, Inc.’s (the “Company”) mission is to empower women to feel their best every day. Launched in November 2009, the Company has built the world’s first shared designer closet with thousands of styles by hundreds of brand partners. 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 its operational facilities are located in Secaucus, New Jersey, and Arlington, Texas. Its wholly-owned subsidiary, Rent the Runway Limited, 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.

Rental Product, Net

6 Months Ended

Jul. 31, 2024

Rental Product [Abstract]

Rental Product, Net

Rental product, net consisted of the following:


	July 31,		January 31,
	2024		2024

Apparel	$	156.2	$	165.3
Accessories	5.9		6.6
	162.1		171.9
Less: accumulated depreciation	(76.2)		(77.9)
Rental product, net	$	85.9	$	94.0

Depreciation and write-offs related to rental product, including write-offs of rental products sold, was $16.2 million and $12.8 million for the three months ended July 31, 2024 and 2023, respectively, and $31.1 million and $24.9 million for the six months ended July 31, 2024 and 2023, respectively.

Rental Product, Net - Rental Product Breakdown (Details) - USD ($) $ in Millions	Jul. 31, 2024	Jan. 31, 2024
Rental Product [Line Items]
Rental product, gross	$ 162.1	$ 171.9
Less: accumulated depreciation	(76.2)	(77.9)
Rental product, net	85.9	94.0
Apparel
Rental Product [Line Items]
Rental product, gross	156.2	165.3
Accessories
Rental Product [Line Items]
Rental product, gross	$ 5.9	$ 6.6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
OPERATING ACTIVITIES
Net loss	$ (37.6)	$ (56.9)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Rental product depreciation and write-offs	23.3	19.9
Write-off of rental product sold	7.8	5.0
Other depreciation and amortization	6.6	7.5
Loss from write-off of fixed and intangible assets and lease termination	0.2	0.1
Proceeds from rental product sold	(13.6)	(10.8)
(Gain) / loss from liquidation of rental product	0.6	(0.4)
Accrual of paid-in-kind interest	0.0	14.7
Amortization of debt discount	13.1	3.4
Share-based compensation expense	5.4	16.2
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	2.1	4.9
Operating lease right-of-use assets	1.3	1.4
Other assets	(2.3)	0.0
Accounts payable, accrued expenses and other current liabilities	1.9	(5.0)
Deferred revenue and customer credit liabilities	(0.3)	(1.5)
Operating lease liabilities	(1.6)	(2.2)
Other liabilities	(0.1)	(0.4)
Net cash (used in) provided by operating activities	6.8	(4.1)
INVESTING ACTIVITIES
Purchases of rental product	(26.3)	(36.3)
Proceeds from liquidation of rental product	2.2	2.2
Proceeds from sale of rental product	13.6	10.8
Purchases of fixed and intangible assets	(2.2)	(2.2)
Net cash (used in) provided by investing activities	(12.7)	(25.5)
FINANCING ACTIVITIES
Other financing payments	(1.5)	(0.3)
Net cash (used in) provided by financing activities	(1.5)	(0.3)
Net (decrease) increase in cash and cash equivalents and restricted cash	(7.4)	(29.9)
Cash and cash equivalents and restricted cash at beginning of period	94.0	163.6
Cash and cash equivalents and restricted cash at end of period	86.6	133.7
Reconciliation of Cash and Cash Equivalents and Restricted Cash to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents	76.6	123.7
Restricted cash, current	5.2	4.2
Restricted cash, noncurrent	4.8	5.8
Total cash and cash equivalents and restricted cash	86.6	133.7
Cash payments (receipts) for:
Fixed operating lease payments, net	5.4	5.7
Fixed assets and intangibles received in the prior period	0.3	0.1
Rental product received in the prior period	1.4	5.4
Non-cash financing and investing activities:
Financing lease right-of-use asset amortization	0.3	0.3
Purchases of fixed assets and intangibles not yet settled	0.2	0.1
Purchases of rental product not yet settled	$ 0.9	$ 5.0

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Fiscal Year

Segment Information

Use of Estimates

Concentrations of Credit Risks

Fair Value Measurements and Financial Instruments

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.

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.

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 Condensed Consolidated Balance Sheets.


	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.

Revenue Recognition

Subscription and Reserve Rental Revenue

Other Revenue

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.

Share-Based Compensation

Interest Income and Expense

Interest income and expense consist primarily of interest on the Temasek debt facility, debt discount amortization, and financing lease interest expense offset by interest income earned.

Interim Impairment Evaluation

Recently Issued and Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Debt - Debt with Conversion and Other Options and Derivatives and Hedging

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Condensed Consolidated Statements of Operations - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jul. 31, 2024

Jul. 31, 2023

Jul. 31, 2024

Jul. 31, 2023

Revenue:

Subscription and Reserve rental revenue

$ 68.5

$ 68.0

$ 134.6

$ 134.8

Other revenue

10.4

7.7

19.3

15.1

Total revenue, net

78.9

75.7

153.9

149.9

Costs and expenses:

Fulfillment

20.6

22.5

41.2

44.4

Technology

8.7

12.9

18.3

26.0

Marketing

7.8

8.2

16.8

17.5

General and administrative

22.2

25.9

45.0

52.4

Rental product depreciation and revenue share

25.9

20.0

51.9

40.9

Other depreciation and amortization

3.3

3.7

6.6

7.5

Restructuring charges

0.0

0.2

0.0

Total costs and expenses

88.5

93.2

180.0

188.7

Operating loss

(9.6)

(17.5)

(26.1)

(38.8)

Interest income / (expense), net

(6.0)

(9.5)

(11.6)

(18.3)

Other income / (expense), net

0.1

0.2

0.1

Net loss before income tax benefit / (expense)

(15.5)

(26.9)

(37.5)

(57.0)

Income tax benefit / (expense)

(0.1)

0.1

(0.1)

0.1

Net loss

$ (15.6)

$ (26.8)

$ (37.6)

$ (56.9)

Net loss per share attributable to common stockholders, basic (usd per share)

^[1]

$ (4.17)

$ (7.93)

$ (10.18)

$ (17.05)

Net loss per share attributable to common stockholders, diluted (usd per share)

^[1]

$ (4.17)

$ (7.93)

$ (10.18)

$ (17.05)

Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)

^[1]

3,736,953

3,380,413

3,692,025

3,337,535

Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)

^[1]

3,736,953

3,380,413

3,692,025

3,337,535

[1]	Amounts have been adjusted to reflect the 1-for-20 reverse stock split that became effective on April 2, 2024. See Note 2, “Summary of Significant Accounting Policies” and Note 11, “Stockholders’ Equity” for additional details.

Cover - shares	6 Months Ended
Cover - shares	Jul. 31, 2024	Aug. 30, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001468327
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Class A
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,652,722
Common Class B
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		155,398

Liquidity	6 Months Ended
Liquidity	Jul. 31, 2024
Liquidity [Abstract]
Liquidity	Liquidity The Company has incurred net losses from operations since inception and has historically relied upon debt and equity financing to fund its operations. The Company has experienced year-over-year revenue growth and a reduction in net losses during the three and six months ended July 31, 2024 and in fiscal year 2023 and is making progress towards achieving a break-even position after consideration of cash flows from operations plus cash flows generated (used) in investing during the year ending January 31, 2025 as a result of the restructuring actions described below and the Company’s plans to reduce rental product spend in fiscal year 2024 due to rental product depth adjustments in fiscal year 2023 and other investments to align with the overall growth of the business and to comply with the Company’s debt covenants that were amended in December 2023. To the extent the Company is impacted by macroeconomic trends, or other factors, including, but not limited to, lower demand for our business, the Company plans to further reduce fixed and variable costs accordingly and has established plans to preserve existing cash liquidity, which includes additional reductions to labor, operating expenses, and/or capital expenditures. The Company has a history of successfully implementing restructuring plans. The September 2022 restructuring plan generated annual operating expense savings of approximately $27 million (relative to the second quarter of fiscal year 2022 run rate). In January 2024, the Company announced an additional restructuring plan expected to generate total annual operating expense savings of approximately $12 million, which primarily includes the reduction in force, with some open role closures/reduced backfills, and excludes potential hiring of new employees or other additions to the Company’s costs and expenses. Actual savings may differ from these estimates. Refer to Note 4, Restructuring and Related Charges, for discussion of the restructuring plans. On December 1, 2023, the Company entered into a Tenth Amendment to Credit Agreement with Double Helix Pte Ltd. as administrative agent for Temasek Holdings (the “Credit Facility Amendment”) to the 2022 Amended Temasek Facility (as amended by the 2023 Amendment, the “2023 Amended Temasek Facility”). The 2023 Amended Temasek Facility, among other things, modifies the Company’s obligations under the 2022 Amended Temasek Facility (as defined herein) to (i) eliminate all interest (both payment-in-kind and cash interest) for a period of six full fiscal quarters beginning with the fourth quarter of fiscal year 2023; (ii) reduce the minimum liquidity maintenance covenant under the 2023 Amended Temasek Facility from $50 million to $30 million; and (iii) provide that the Company may not exceed mutually agreed upon quarterly and annual spend levels for rental product capital expenditures, fixed operating expenditures and marketing expenditures during fiscal year 2024 of $51 million, $100 million (excluding $10 million of specified permitted expenditures), and $30 million, respectively, on an annual basis and to-be-agreed levels for fiscal years 2025 and 2026, subject to the debt holder’s consent and certain exceptions as defined in the agreement. As of July 31, 2024 and January 31, 2024, the Company held cash and cash equivalents of $76.6 million and $84.0 million, respectively, and long-term debt of $319.8 million and $306.7 million, respectively, with a maturity date of October 2026. In the event that the Company fails to comply with the covenants specified in the 2023 Amended Temasek Facility, the lender has the right to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. The Company believes that it will have sufficient liquidity from cash on-hand and future operations to sustain its business operations, satisfy the $30 million minimum liquidity maintenance covenant and comply with the maximum expenditure covenants under the 2023 Amended Temasek Facility for at least the next twelve months from the date these financial statements are issued.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2024	Jan. 31, 2024
Preferred stock, par value (usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Class A
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares, issued (in shares)	3,605,527	3,390,587
Common stock, shares, outstanding (in shares)	3,605,527	3,390,587
Common Class B
Common stock, par value (usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares, issued (in shares)	155,333	154,928
Common stock, shares, outstanding (in shares)	155,333	154,928

Fair Value Measurements (Details) $ in Millions	Jul. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Long-term debt, fair value	$ 318.4

Accrued Expenses and Other Current Liabilities - Narrative (Details)	Jan. 31, 2024
Short Term Financing \| Financing Obligation
Short-Term Debt [Line Items]
Amended interest rate (in percent)	8.80%

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Jul. 31, 2024	Jul. 31, 2023	Jul. 31, 2024	Jul. 31, 2023
Pay vs Performance Disclosure
Net loss attributable to common stockholders	$ (15.6)	$ (26.8)	$ (37.6)	$ (56.9)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details