XML 25 R14.htm IDEA: XBRL DOCUMENT v3.24.3
Debt
 6 Months Ended
Sep. 30, 2024
Debt [Abstract]  
Debt
7. Debt

The Company has $268,620,000 in senior secured financing, (as amended from time to time, the “Credit Facility”) consisting of a $238,620,000 revolving loan facility (the “Revolving Facility”), subject to certain restrictions, and a $30,000,000 term loan facility (the “Term Loans”). The Term Loans were repaid during the year ended March 31, 2024. The Credit Facility matures on December 12, 2028. The lenders have a security interest in substantially all of the assets of the Company. In June 2024, the Company enrolled in a feature with its lenders, under which the Company sweeps its cash collections to pay down its Revolving Facility and borrows on-demand to fund payments. This feature is expected to reduce interest expense on borrowings under the Credit Facility.


The Company had $124,691,000 and $128,000,000 outstanding under the Revolving Facility at September 30, 2024 and March 31, 2024, respectively. In addition, $7,047,000 was outstanding for letters of credit at September 30, 2024. At September 30, 2024, after certain contractual adjustments, $94,330,000 was available under the Revolving Facility. The interest rate on the Company’s Revolving Facility was 8.17% and 8.43%, at September 30, 2024 and March 31, 2024, respectively.
The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of the aggregate revolving commitments and a specified minimum undrawn availability. During the six months ended September 30, 2024, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested.


Convertible Notes


On March 31, 2023, the Company entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in-kind or (ii) in cash, annually in arrears on April 1 of each year, commencing on April 1, 2024. In April 2024, non-cash accrued interest on the Convertible Notes of $3,209,000 was paid in-kind and is included in the principal amount of Convertible Notes at September 30, 2024. The Convertible Notes have an initial conversion price of $15.00 per share of common stock (“Conversion Option”). Unless and until the Company delivers a redemption notice, the Purchasers of the Convertible Notes may convert their Convertible Notes at any time at their option. Upon conversion, the Convertible Notes will be settled in shares of the Company’s common stock. Except in the case of the occurrence of a fundamental transaction, as defined in the form of convertible promissory note, the Company may not redeem the Convertible Notes prior to March 31, 2026. After March 31, 2026, the Company may redeem all or part of the Convertible Notes for a cash purchase (the “Company Redemption”) price. The effective interest rate was 18.3% as of September 30, 2024 and March 31, 2024, respectively.



The Company’s Convertible Notes are comprised of the following:



   
September 30, 2024
    
March 31, 2024
 
             
Principal amount of Convertible Notes
  
$
35,209,000
    
$
32,000,000
  
Less: unamortized debt discount attributed to Compound Net Derivative Liability
    
(7,089,000
)
    
(7,576,000
)
Less: unamortized debt discount attributed to debt issuance costs
    
(990,000
)
    
(1,058,000
)
Carrying amount of the Convertible Notes
    
27,130,000
      
23,366,000
  
Plus: Compound Net Derivative Liability
    
5,210,000
      
7,410,000
  
Net carrying amount of Convertible Notes, related party
  
$
32,340,000
    
$
30,776,000
  



In connection with the Note Purchase Agreement, the Company entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at September 30, 2024 and March 31, 2024.



The Company Redemption option has been combined with the Conversion Option as a compound net derivative liability (the “Compound Net Derivative Liability”). The Compound Net Derivative Liability has been recorded within convertible note, related party in the condensed consolidated balance sheets at September 30, 2024 and March 31, 2024. The fair value of the Conversion Option and the Company Redemption option using Level 3 inputs and the Monte Carlo simulation model was a liability of $6,400,000 and $9,800,000, and an asset of $1,190,000 and $2,390,000 at September 30, 2024 and March 31, 2024, respectively.  During the three months ended September 30, 2024 and 2023, the Company recorded losses of $380,000 and $390,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statement of operations. During the six months ended September 30, 2024 and 2023, the Company recorded a gain of $2,200,000 and a loss of $530,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statements of operations and condensed consolidated statements of cash flows.



The Convertible Notes also contain additional features, such as, default interest and options related to a fundamental transaction, which were not separately accounted for as the value of such features were not material at September 30, 2024 and March 31, 2024.



Interest expense related to the Convertible Notes is as follows:



   
Three Months Ended
    
Six Months Ended
  
   
September 30,
    
September 30,
  
   
2024
    
2023
    
2024
    
2023
  
                         
Contractual interest expense
  
$
880,000
    
$
800,000
    
$
1,760,000
    
$
1,600,000
  
Accretion of debt discount
    
249,000
      
208,000
      
487,000
      
409,000
  
Amortization of debt issuance costs
    
35,000
      
30,000
      
68,000
      
57,000
  
Total interest expense
  
$
1,164,000
    
$
1,038,000
    
$
2,315,000
    
$
2,066,000
  




There are no future payments required under the Convertible Notes prior to their maturity, therefore, the principal amount of the Convertible Notes plus interest payable in-kind, assuming no early redemption or conversion has occurred, of $56,704,000 would be paid on March 30, 2029.