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Note 7 - Indebtedness | 9 Months Ended
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Dec. 31, 2024
Notes to Financial Statements |
Debt Disclosure [Text Block] | Note 7. Indebtedness Credit Facility On March 5, 2021, we entered into a four-year senior secured credit agreement that included 1) a revolving credit facility with an aggregate principal amount of up to $75,000 (the "Revolver"), 2) a swingline loan with an aggregate principal amount not exceeding $5,000, and 3) letters of credit with an aggregate stated amount not exceeding $2,500 at any time. The agreement also provided for an incremental term loan or an increase in revolving commitments with a minimum aggregate principal amount of $25,000 and a maximum amount of $75,000, subject to the satisfaction of certain conditions and lender considerations. We refer to the agreement in whole as the “Credit Facility.” On October 5, 2023, we amended the terms of the Credit Facility to increase the maximum principal amount available to us under the Revolver from $75,000 to $125,000. On April 5, 2024, we further amended and restated the terms of the Credit Facility to:
(i) | Extend the maturity of the Credit Facility to April 2029;
(ii) | Allow proceeds from the Credit Facility to be used to redeem some or all of the Company’s 2025 Notes;
(iii) | Include a $75,000 senior secured term loan facility (the “Term Loan”), which is subject to principal amortization payments; and
(iv) | Make certain changes to the financial covenants.
In conjunction with the amendment and restatement of the Credit Facility during the nine months ended December 31, 2024, we incurred $1,987 of customary lender fees and debt issuance costs paid to third parties, of which $1,242 is related to the Revolver and $745 is related to the Term Loan. The fees are being amortized to interest expense through maturity. Amounts borrowed under the Credit Facility bear interest at either a base rate or a SOFR rate plus an applicable spread ranging from 1.5% to 3.5%, depending on our total net leverage ratio. The weighted average interest rate on borrowings under the Credit Facility as of December 31, 2024 was 7.5%. The financial covenants in the Credit Facility as amended include a maximum leverage ratio of 4.50 to 1.00 on each of the quarterly testing dates through December 31, 2024; 4.0 to 1.0 on each of the testing dates between March 31, 2025 and March 31, 2026; and 3.5 to 1.0 on each testing date thereafter. The Credit Facility also stipulates a minimum fixed charge coverage ratio of 1.25 to 1.0 and a minimum senior net leverage ratio of 3.5 to 1. Other covenants include restrictions on our ability to incur debt, grant liens, make fundamental changes to our business as defined in the contract, engage in certain transactions with affiliates, or conduct asset sales. As of December 31, 2024, we were in compliance with all covenants under the Credit Facility. Term Loan We borrowed $75,000 under the Term Loan on April 5, 2024, to fund the privately negotiated repurchases of a portion of the Notes (see “Convertible Notes” below). During the three and nine months ended December 31, 2024, we made required quarterly principal payments on the Term Loan of $938 and $2,813, respectively. We are required to make quarterly principal payments on the Term Loan. For the following fiscal years ending March 31, future debt payments on the Term Loan are required as follows:
Fiscal Year |  | Amount |
Remainder of 2025 |  | $ | 937 |
2026 |  |  | 3,750 |
2027 |  |  | 5,625 |
2028 |  |  | 5,625 |
2029 |  |  | 7,500 |
Thereafter |  |  | 48,750 |
Total Principal Remaining |  | $ | 72,187 |
The net carrying amount of the Term Loan was as follows:
|  | December 31, 2024 |  |  | March 31, 2024 |
Term Loan (7.5% as of December 31, 2024) |  | $ | 72,187 |  |  | $ | - |
Less: discount and debt issuance costs |  |  | (634 | ) |  |  | - |
Less: current portion |  |  | (3,750 | ) |  |  | - |
Noncurrent portion |  | $ | 67,803 |  |  | $ | - |
Revolver As of December 31, 2024, the outstanding balance under the Revolver was $27,000, and $98,000 was available for borrowing. Subsequent to December 31, 2024, we repaid an additional $4,500 on the Revolver. We are obligated to pay quarterly unused commitment fees of between 0.20% and 0.35% of the Revolver’s aggregate principal amount, based on our leverage ratio. The balance of unamortized customary lender fees related to the Revolver, including fees from the original debt issuance and all subsequent amendments and restatements, was $1,278 and $321 as of December 31, 2024 and March 31, 2024, respectively. 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. The Notes are initially convertible, subject to certain conditions, at a conversion rate of 3.5273 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $283.50 per share of common stock. On April 5, 2024, we entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase $75,000 aggregate principal amount of the Notes for an aggregate repurchase price of $71,250 in cash, plus accrued and unpaid interest of $160. We accounted for the partial repurchase of the Notes as a debt extinguishment, which resulted in the recognition of a gain on extinguishment of $2,887 in other income on the unaudited Condensed Consolidated Statements of Operations during the nine months ended December 31, 2024. As of December 31, 2024, $97,500 in aggregate principal amount of the Notes remained outstanding, which we intend to pay using a combination of cash on hand and a draw on our Revolver. 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. The circumstances necessary for conversion were not met during the three or nine months ended December 31, 2024. The Notes will become convertible at any time from and including April 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2024, the Notes were classified as a current liability on our unaudited Condensed Consolidated Balance Sheets. The if-converted value of the Notes did not exceed the principal balance as of December 31, 2024. The net carrying amount of the Notes was as follows:
|  | December 31, 2024 |  |  | March 31, 2024 |
Principal outstanding |  | $ | 97,500 |  |  | $ | 172,500 |
Unamortized debt issuance costs |  |  | (337 | ) |  |  | (1,302 | )
Net carrying value |  | $ | 97,163 |  |  | $ | 171,198 |
We recognized interest expense on the Notes as follows:
|  | Three Months Ended December 31, |  |  | Nine Months Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Coupon interest expense at 1.375% |  | $ | 335 |  |  | $ | 593 |  |  | $ | 1,037 |  |  | $ | 1,779 |
Amortization of debt issuance costs |  |  | 134 |  |  |  | 231 |  |  |  | 412 |  |  |  | 692 |
Total interest and amortization of debt issuance costs |  | $ | 469 |  |  | $ | 824 |  |  | $ | 1,449 |  |  | $ | 2,471 |
The effective interest rate on the Notes is approximately 1.9%.

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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