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Note 7 - Indebtedness
 6 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 7. Indebtedness

 

Credit Facility

We maintain a senior credit facility (the “Credit Facility”) that includes 1) a revolving credit facility in an aggregate principal amount of up to $75,000, 2) a swingline loan in an aggregate principal amount not exceeding $5,000, and 3) letters of credit in an aggregate stated amount not exceeding $2,500.  The Credit Facility matures in March 2025. The Credit Facility also provides for an incremental term loan or an increase in revolving commitments in an aggregate principal amount of at a minimum $25,000 and at a maximum $75,000, subject to the satisfaction of certain conditions and lender considerations. As of September 30, 2022, we had $27,000 outstanding under the Credit Facility. 

 

Amounts borrowed under the Credit Facility bear interest at either a base rate or a Eurodollar rate, plus an applicable spread. The weighted average interest rate on borrowing under our line of credit was 4.9% and 1.5% as of September 30, 2022 and March 31, 2022, respectively. We are obligated to pay quarterly unused commitment fees of between 0.15% and 0.35% of the Credit Facility’s aggregate principal amount, based on our leverage ratio. 

 

The financial covenants in the Credit Facility include a maximum leverage ratio of 5.0 to 1.0 for the period ended September 30, 2022, except that we  may have a leverage ratio of 5.75 to 1.0 for a period of four consecutive quarters following a permitted acquisition. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0. Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes, engage in certain transactions with affiliates, or conduct asset sales. As of  September 30, 2022, we were in compliance with all covenants.

 

In October 2022, we repaid $2,000 of the outstanding balance on our Credit Facility.

 

Convertible Notes 

On August 12, 2019, we issued an aggregate principal amount of $172,500 of Notes. The net proceeds from the Notes, after deducting underwriting discounts and commissions and other related offering expenses payable by us, were approximately $167,056. The Notes mature on August 15, 2025, unless earlier repurchased or converted, and bear interest at a rate of 1.375% payable semi-annually in arrears on February 15 and August 15 each year beginning on February 15, 2020. 

 

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. Our current intent is to settle conversions entirely in shares of common stock. We will reevaluate this policy from time to time as we receive conversion notices from note holders. The circumstances necessary for conversion were not met during the three months ended September 30, 2022. As of September 30, 2022, the Notes are classified as a long-term liability on our Condensed Consolidated Balance Sheets as the circumstances necessary for conversion were not satisfied as of the end of the period. The if-converted value of the Notes did not exceed the principal balance as of  September 30, 2022.

 

The net carrying amount of the Notes was as follows:

 

   

September 30, 2022

    

March 31, 2022

  

Principal outstanding

   $ 172,500     $ 172,500  

Unamortized debt issuance costs

     (2,684 )     (3,135 )

Net carrying value

   $ 169,816     $ 169,365  

 

We recognized interest expense on the Notes as follows:

 

  

Three Months Ended September 30,

  

Six Months Ended September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Coupon interest expense at 1.375%

 $593  $593  $1,186  $1,186 

Amortization of debt discounts and issuance costs

  227   222   452   443 

Total interest and amortization of debt issuance costs

 $820  $815  $1,638  $1,629 

 

The effective interest rate on the notes is approximately 1.9%.