XML 25 R14.htm IDEA: XBRL DOCUMENT
v3.23.3

CONVERTIBLE SENIOR NOTES AND TERM LOAN | 6 Months Ended
--- | ---
Sep. 30, 2023
Debt Disclosure [Abstract] |
CONVERTIBLE SENIOR NOTES AND TERM LOAN | CONVERTIBLE SENIOR NOTES AND TERM LOAN 2024 Notes As of both September 30, 2023 and March 31, 2023, the Company had $63.3 million aggregate principal amount of 0.50% convertible senior notes due 2024 (the "2024 Notes") in a private placement, including the exercise in full of the initial purchasers' option to purchase additional notes. In August 2022, the Company used the proceeds from the issuance of the Term Loan (as defined below) to fund the cash portion of an exchange of the Company’s approximately $403.8 million aggregate principal amount of the 2024 Notes for cash plus approximately $201.9 million aggregate principal amount of the 2028 Notes (as defined below), and the concurrent repurchase of approximately $60.0 million of the Company’s common stock with the counterparties to such exchange. The 2024 Notes are senior unsecured obligations of the Company, and interest is payable semiannually in arrears on February 1 and August 1 of each year. The Notes will mature on February 1, 2024, unless earlier repurchased, redeemed, or converted. During the three months ended September 30, 2023, the conditions allowing holders of the 2024 Notes to convert were not met. As of September 30, 2023, the Company was in compliance with all covenants set forth in the indenture governing the 2024 Notes. The following table presents the net carrying amount and fair value of the liability component of the 2024 Notes (in thousands):
| September 30, 2023 |  | March 31, 2023
Principal | $ | 63,295 |  |  | $ | 63,295 |
Unamortized debt discount and issuance costs | (142) |  |  | (363) |
Net carrying amount | $ | 63,153 |  |  | $ | 62,932 |
The debt discount and debt issuance costs are amortized to interest expense over the term of the 2024 Notes at an effective interest rate of 1.2%. Interest expense recognized related to the 2024 Notes was as follows (in thousands):
| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Contractual interest expense | $ | 80 |  |  | $ | 350 |  |  | $ | 159 |  |  | $ | 975 |
Amortization of debt discount and issuance costs | 109 |  |  | 633 |  |  | 216 |  |  | 1,464 |
Total interest expense | $ | 189 |  |  | $ | 983 |  |  | $ | 375 |  |  | $ | 2,439 |
Term Loan and Warrants As of September 30, 2023 and March 31, 2023, the Company had $225.0 million and $250.0 million, respectively, of principal amount outstanding in a senior secured term loan facility (the “Term Loan”) under a term loan credit agreement (the “Credit Agreement”) entered into on August 3, 2022 with Wilmington Savings Fund Society, FSB, as administrative agent, and certain affiliates of Francisco Partners (“FP”). The Term Loan matures on August 3, 2027 and bears interest at an annual rate equal to the term Standard Overnight Financing Rate ("Term SOFR") (subject to a floor of 1.00% and a credit spread adjustment of 0.10%), plus a margin of 6.50%. As of September 30, 2023, the effective interest rate for the Term Loan was 11.9%. On May 9, 2023, the Company voluntarily prepaid $25.0 million of principal amount outstanding and $0.2 million of accrued interest on the Term Loan. This payment had no impact on the Company's compliance with the Term Loan covenants. As of September 30, 2023, the Company was in compliance with all covenants set forth in the credit agreement governing the Term Loan. The obligations under the Credit Agreement will be guaranteed by the Company’s wholly-owned subsidiaries, subject to certain customary exceptions, and secured by a perfected security interest in substantially all of the Company’s tangible and intangible assets, as well as substantially all of the tangible and intangible assets of the guarantors. In connection with the Credit Agreement, the Company issued detachable warrants (the “Warrants”) to affiliates of FP to purchase an aggregate of 3.1 million shares of the Company’s common stock with a five-year term and an exercise price of $7.15 per share (subject to adjustment) that represents a 27.5% premium over the closing price per share of the Company’s common stock on August 3, 2022. The Warrants are classified as liabilities measured at fair value during each reporting period as the Warrants contain certain terms that could result in cash settlement as a result of events outside of the Company’s control. As of September 30, 2023 and March 31, 2023, the fair value of the Warrants was $3.0 million and $5.5 million, respectively, and was recorded within other liabilities, non-current on the condensed consolidated balance sheets. The following table presents the net carrying amount of the Term Loan (in thousands):
| September 30, 2023 |  | March 31, 2023
Principal | $ | 225,000 |  |  | $ | 250,000 |
Unamortized debt discount and issuance costs | (14,697) |  |  | (18,007) |
Net carrying amount | $ | 210,303 |  |  | $ | 231,993 |
Interest expense recognized related to the Term Loans was as follows (in thousands):
| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Contractual interest expense | $ | 6,592 |  |  | $ | 3,209 |  |  | $ | 13,471 |  |  | $ | 3,209 |
Amortization of debt discount and issuance costs | 768 |  |  | 434 |  |  | 1,542 |  |  | 434 |
Total interest expense | $ | 7,360 |  |  | $ | 3,643 |  |  | $ | 15,013 |  |  | $ | 3,643 |
2028 Notes As of September 30, 2023 and March 31, 2023, the Company had $201.9 million aggregate principal amount of 4.00% convertible senior notes due 2028 (the “2028 Notes”), with debt issuance costs of approximately $5.6 million, of which 50% was paid in the form of shares of the Company's common stock. The 2028 Notes are senior obligations of the Company that accrue interest, payable semi-annually in arrears on February 1 and August 1 of each year. The 2028 Notes will mature on February 1, 2028, unless earlier converted, redeemed or repurchased. As of September 30, 2023, the Company was in compliance with all covenants set forth in the indenture governing the 2028 Notes. The debt discount and debt issuance costs are amortized to interest expense over the term of the 2028 Notes at an effective interest rate of 4.7%. The following table presents the net carrying amount of the 2028 Notes (in thousands):
| September 30, 2023 |  | March 31, 2023
Principal | $ | 201,914 |  |  | $ | 201,914 |
Unamortized debt discount and issuance costs | (4,611) |  |  | (5,093) |
Net carrying amount | $ | 197,303 |  |  | $ | 196,821 |
Interest expense recognized related to the 2028 Notes was as follows (in thousands):
| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Contractual interest expense | $ | 2,036 |  |  | $ | 1,106 |  |  | $ | 4,050 |  |  | $ | 1,106 |
Amortization of debt discount and issuance costs | 255 |  |  | 102 |  |  | 482 |  |  | 102 |
Total interest expense | $ | 2,291 |  |  | $ | 1,208 |  |  | $ | 4,532 |  |  | $ | 1,208 |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration