DEBT

3 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

The components of debt are presented in the table below:

	Successor
	October 31, 2023		July 31, 2023
	(In thousands)
Unsecured
7.50% Convertible Senior Note due September 1, 2024	$	12,327	$	12,461
Credit Facilities
Umpqua Revolver	—		—
Total debt, net	$	12,327	$	12,461

7.50% Convertible Senior Note

On February 28, 2019, the Company entered into a 7.50% Convertible Senior Note Due 2024 Purchase Agreement (the "SPHG Note Purchase Agreement") with SPH Group Holdings LLC ("SPHG Holdings"), whereby SPHG Holdings agreed to loan the Company $14.9 million in exchange for a 7.50% Convertible Senior Note due 2024 (the "SPHG Note").

On March 9, 2023 (the "Amendment Date"), the Company and SPHG Holdings entered into an amendment to the SPHG Note (the “SPHG Note Amendment”). Pursuant to the SPHG Note Amendment, the maturity date of the SPHG Note was extended to September 1, 2024 from its original maturity date of March 1, 2024. In addition, the Company repaid $1.0 million in principal amount of the SPHG Note on the Amendment Date, and repaid an additional $1.0 million principal amount of the note on June 9, 2023. In connection with the SPHG Note Amendment, the Company paid SPHG Holdings a cash amendment fee of $0.1 million, and derecognized $0.2 million of the debt discount in proportion to the reduction of the principal balance in the third quarter of fiscal year 2023. No other changes were made to the terms of the SPHG Note besides the items discussed.

SPHG Holdings has the right, at its option, prior to the close of business on the business day immediately preceding the maturity date of the SPHG Note, to convert the SPHG Note or a portion thereof that is $1,000 or an integral multiple thereof, into shares of common stock (if the Company has not received a required stockholder approval) or cash, shares of common stock or a combination of cash and shares of common stock, as applicable (if the Company has received a required stockholder approval), at an initial conversion rate of 45.1356 shares of common stock, which is equivalent to an initial conversion price of approximately $22.16 per share (subject to adjustment as provided in the SPHG Note) per $1,000 principal amount of the SPHG Note, subject to, and in accordance with, the settlement provisions of the SPHG Note. As of October 31, 2023, the if-converted value of the SPHG Note did not exceed the principal value of the SPHG Note.

As of May 1, 2023, or the date of the Exchange Transaction, the Company accounts for the SPHG Note under the fair value option in order to conform with Steel Holdings' basis of accounting, with changes in fair value recognized in earnings. Refer to Note 18 - "Fair Value Measurements" for further information.

The below discusses the components of the SPHG Note as of October 31, 2023 and July 31, 2023:

As of October 31, 2023 and July 31, 2023, the principal amount of the note was $12.9 million, respectively. As of October 31, 2023 and July 31, 2023, the fair value of the SPHG Note was $12.3 million and $12.5 million, respectively. The fair value of the SPHG Note was reported as a current liability on the condensed consolidated balance sheets as of October 31, 2023, as its maturity is less than twelve months as of October 31, 2023.

Below is a reconciliation of interest expense related to the SPHG Note to total interest expense:

	Successor		Predecessor
	Three Months Ended October 31,		Three Months Ended October 31,
	2023		2022
	(In thousands)
Interest expense related to contractual interest coupon on the SPHG Note	$	247	$	286
Interest expense related to accretion of the discount on the SPHG Note(a)	—		510
Interest expense related to revolving credit facilities (see below)	—		11
Other	—		19
Total interest expense	$	247	$	826

(a) Prior to the date of the Exchange Transaction, the discount on the SPHG Note was amortized using the effective interest rate method. The effective interest rate on the SPHG Note was 27.80% prior to the SPHG Note Amendment.

Umpqua Revolver

On March 16, 2022, ModusLink, as borrower, entered into a new credit agreement with Umpqua Bank as lender and as agent. The Umpqua Revolver provides for a maximum credit commitment of $12.5 million and a sublimit of $5.0 million for letters of credit and expires on March 31, 2025.

On March 13, 2023, ModusLink and Umpqua Bank entered into an amendment to the Umpqua Revolver (the "Umpqua Revolver Amendment") to extend the expiration date of the facility to March 31, 2025 from its original expiration date of March 16, 2024. There were no fees associated with the extension.

As of October 31, 2023, ModusLink was in compliance with the Umpqua Revolver's covenants, and believes it will remain in compliance with the Umpqua Revolver’s covenants for the next twelve months from the filing of this Form 10-Q. As of October 31, 2023, ModusLink had available borrowing capacity of $11.9 million and there was $0.6 million available for letters of credit.