Debt

12 Months Ended

Mar. 31, 2020

DebtOn August 23, 2017, HLA entered into a Term Loan and Security Agreement (the “Term Loan

Agreement”) and a Revolving Loan and Security Agreement (the “Revolving Loan Agreement” and, together with the Term Loan Agreement, the “Loan Agreements”) with First Republic Bank (“First Republic”) for $75,000 (the “Term Loan Facility”) and $25,000 (the “Revolving Loan Facility”), respectively. The Company drew down $10,450 at closing on the Revolving Loan Facility. After expenses, the net amount of cash received was $85,066 and was utilized to pay off the outstanding principal amount and accrued interest of the predecessor credit facility. The previous unamortized deferred financing costs of $1,657 were written off and are included in interest expense in the Consolidated Statements of Income for the year ended March 31, 2018.

On March 24, 2020, the Company amended its Loan Agreements. The Term Loan Agreement was amended to include an incremental term advance of approximately $9,339 on the closing date of the amendment (increasing the outstanding balance to $75,000), provide for additional uncommitted term advances not to exceed $25,000 in the aggregate for a period of 3 years from the closing date of the amendment, revise the principal amortization schedule beginning July 1, 2020 through the maturity date of July 1, 2027 and change the interest rate to a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%. The Revolving Loan Agreement’s maturity date was amended to March 24, 2023 and changed the interest rate to a floating per annum rate equal to the prime rate minus 1.50% subject to a floor of 2.25%.

The Company evaluated the terms of the amendment and concluded that the transaction resulted in a debt modification, which resulted in the existing debt discount, existing deferred financing costs and new debt discount paid to be amortized over the extended term of the Term Loan Facility. The Company had an outstanding balance, net of unamortized debt discount and deferred financing costs of $476 and $296, on the Term Loan Facility of $74,524 and $70,954 as of March 31, 2020 and 2019, respectively. The Company had no outstanding balance on the Revolving Loan Facility as of March 31, 2020 and 2019, respectively.

On March 24, 2020, the Company also entered into a Multi-Draw Term Loan and Security Agreement (the “Multi-Draw Facility”) with First Republic, which provides for a term loan in the aggregate principal amount of $75,000 that may be drawn any time during a period of one year following the closing date. Borrowings accrue interest at a fixed per annum rate of 4% and the Multi-Draw Facility matures on July 1, 2030. The Company had no outstanding balance on the Multi-Draw Facility as of March 31, 2020.

The Loan Agreements and Multi-Draw Facility contain covenants that, among other things, limit HLA’s ability to incur indebtedness, transfer or dispose of assets, merge with other companies, create, incur or allow liens, make investments, make distributions, engage in transactions with affiliates and take certain actions with respect to management fees. They also require HLA to maintain, among other requirements, (i) a specified amount of management fees, (ii) a specified amount of adjusted EBITDA, as defined therein, and (iii) a specified minimum tangible net worth, during the term of each of the Loan Agreements and Multi-Draw Facility. The obligations under the Loan Agreements and Multi-Draw Facility are secured by substantially all of the assets of HLA.

The aggregate minimum principal payments on the Company’s outstanding debt are due as follows:


Fiscal year ending March 31,
2020	$	1,406
2021	1,875
2022	1,875
2023	4,688
2024	7,031
Thereafter	58,125
	$	75,000

The fair value of the outstanding balance of the Company’s debt instrument at March 31, 2020 and 2019 approximated par value based on current market rates for similar debt instruments and are classified as Level 2 within the fair value hierarchy.