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CONVERTIBLE SENIOR NOTES AND TERM LOAN | 3 Months Ended
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Jun. 30, 2026
Debt Disclosure [Abstract] |
CONVERTIBLE SENIOR NOTES AND TERM LOAN | Convertible Senior Notes and Term Loan Components of the convertible senior notes and term loan were as follows as of June 30, 2026 and March 31, 2026, respectively (in thousands):
| June 30, 2026 |  | March 31, 2026
| 2024 Term Loan |  | 2028 Notes |  | Total |  | 2024 Term Loan |  | 2028 Notes |  | Total
Principal | $ | 107,500 |  |  | $ | 201,914 |  |  | $ | 309,414 |  |  | $ | 122,000 |  |  | $ | 201,914 |  |  | $ | 323,914 |
Unamortized debt discount and issuance costs | (238) |  |  | (1,823) |  |  | (2,061) |  |  | (351) |  |  | (2,084) |  |  | (2,435) |
Net carrying amount | $ | 107,262 |  |  | $ | 200,091 |  |  | $ | 307,353 |  |  | $ | 121,649 |  |  | $ | 199,830 |  |  | $ | 321,479 |
Current portion of long-term debt | 37,277 |  |  | — |  |  | 37,277 |  |  | 39,218 |  |  | — |  |  | 39,218 |
Non-current portion of long-term debt | $ | 69,985 |  |  | $ | 200,091 |  |  | $ | 270,076 |  |  | $ | 82,431 |  |  | $ | 199,830 |  |  | $ | 282,261 |
Components of interest expense were as follows for the three months ended June 30, 2026 and 2025, respectively (in thousands):
| Three Months Ended June 30, 2026 |  | Three Months Ended June 30, 2025
| 2024 Term Loan |  | 2028 Notes |  | Total |  | 2024 Term Loan |  | 2028 Notes |  | Total
Contractual interest expense | $ | 1,830 |  |  | $ | 2,019 |  |  | $ | 3,849 |  |  | $ | 2,539 |  |  | $ | 2,019 |  |  | $ | 4,558 |
Amortization of debt discount and issuance costs1 | 69 |  |  | 261 |  |  | 330 |  |  | 87 |  |  | 249 |  |  | 336 |
Total debt interest2 | $ | 1,899 |  |  | $ | 2,280 |  |  | $ | 4,179 |  |  | $ | 2,626 |  |  | $ | 2,268 |  |  | $ | 4,894 |
The 2024 Term Loan (as defined below) is the Company’s senior secured obligation and ranks senior in right of payment to any of the Company’s indebtedness. The 2028 Notes are the Company’s senior unsecured obligation but rank junior in right of payment to any of the Company’s secured indebtedness to the extent of such security. 2024 Delayed Draw Term Loan On July 11, 2024, the Company entered into a new term loan credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders thereto (the “2024 Credit Agreement”). The 2024 Credit Agreement establishes a delayed draw term loan facility in an aggregate principal amount of up to $200.0 million maturing on August 15, 2027. On August 5, 2024, the Company drew upon the entire facility of $200.0 million under the delayed draw term loan facility (the "2024 Term Loan") and used the proceeds of the 2024 Term Loan and cash on hand of approximately $29.0 million to repay in full the $225.0 million of outstanding principal amount and accrued interest of the 2022 Term Loan (defined below) and the fees incurred in connection with the repayment (the "Repayment"). For additional information, refer to the "2022 Term Loan and Warrants" section below. The 2024 Term Loan bears interest at an annual rate equal to the Term Standard Overnight Financing Rate (the "Term SOFR"), plus a margin of either 2.50%, 2.75% or 3.00%, based on the consolidated total net leverage ratio of the Company and its subsidiaries. The initial margin was 3.00% for the fiscal quarter ending September 30, 2024 and remained 3.00% as of June 30, 2026. The Company has the option to pay interest monthly, quarterly, or semi-annually. During the three months ended June 30, 2026, the Company elected monthly interest payment terms resulting in contractual interest expense of $1.8 million. As of June 30, 2026, the debt issuance costs were amortized to interest expense over the term of the 2024 Term Loan at an effective interest rate of 8.61%. Under the terms of the 2024 Credit Agreement, the Company has the right to prepay the 2024 Term Loan at any time without any premium or penalty. On April 10, 2026, the Company prepaid $14.5 million of quarterly principal payments due under the 2024 Term Loan. The Company completed three principal repayments of the 2024 Term Loan during fiscal 2026 for a total of $30.0 million in aggregate principal amount. 1 Amount represents the non-cash amortization of debt discount and issuance costs associated with the Company's debt instruments. These costs are amortized to interest expense over the respective terms of the debt using the effective interest method. 2 Total debt interest expense excludes the impact of capitalized interest related to property, plant and equipment from general borrowing costs during the three months ended June 30, 2025. As of June 30, 2026, the scheduled minimum principal repayments are $25.0 million in fiscal 2027 (comprised of $12.5 million on each of December 31, 2026 and March 31, 2027) and $82.5 million fiscal 2028 (comprised of $12.5 million on June 30, 2027 and $70.0 million due upon maturity on August 15, 2027). As of June 30, 2026, the Company has paid $22.5 million, $37.5 million, $22.5 million, and $10.0 million of the originally scheduled principal repayments due in fiscal 2025, 2026, 2027, and 2028 respectively, and the remaining principal amount of the 2024 Term Loan after the payments is $107.5 million. On July 29, 2025, the Company executed the First Amendment (the "Amendment") to the 2024 Credit Agreement. The Amendment is designed to provide additional financial flexibility and support future strategic initiatives. The Amendment reflects the Company's continued commitment to financial discipline as it executes long-term growth priorities and investor return initiatives. Under the terms of the 2024 Credit Agreement, the Company may prepay the 2024 Term Loan at any time without incurring a premium or penalty. The Amendment also modified, among other things, the requirements to meet certain financial ratio tests in connection with permitted acquisitions and an adjustment to maintain the existing consolidated total net leverage ratio (a measure of total debt relative to Adjusted Cash EBITDA) at its current level for the duration of the 2024 Credit Agreement. In connection with the Amendment, the Company prepaid $10.0 million of the remaining long-term principal payment due in August 2027 under the 2024 Term Loan. This prepayment did not adjust the scheduled quarterly principal payments. These short-term principal debt repayments are accounted for as partial debt extinguishment transactions. The carrying value of the 2024 Term Loan, including the unamortized debt discount and issuance costs, was derecognized. The difference between the cash consideration paid to partially extinguish the 2024 Term Loan and the carrying value of the 2024 Term Loan was recognized as a loss on debt extinguishment included in the loss on debt extinguishment line item recorded in other expense in the condensed consolidated statement of operations. See Note 4, Financial Statement Components, for further details. The obligations under the 2024 Credit Agreement are 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. Mandatory prepayments of the 2024 Term Loan are required to be made upon the occurrence of certain events, including, without limitation, (i) sales of certain assets, (ii) receipt of certain casualty and condemnation awards proceeds, and (iii) the incurrence of non-permitted indebtedness, subject to certain thresholds and reinvestment rights. Voluntary prepayments are permitted at any time without premium or penalty, subject to certain customary break funding payments. The 2024 Credit Agreement contains a consolidated interest coverage ratio financial covenant, a maximum consolidated total net leverage ratio financial covenant and a maximum consolidated secured leverage ratio financial covenant, and contains affirmative and negative covenants customary for transactions of this type, including limitations with respect to share repurchases, indebtedness, liens, investments, dividends, disposition of assets, change in business, and transactions with affiliates. As of June 30, 2026, the Company was in compliance with all covenants set forth in the 2024 Credit Agreement. 2022 Term Loan and Warrants The Company entered into a senior secured term loan facility (the “2022 Term Loan”) under a term loan credit agreement (the “2022 Credit Agreement”) on August 3, 2022 with Wilmington Savings Fund Society, FSB, as administrative agent, and certain affiliates of Francisco Partners ("FP"). On August 5, 2024, the Company repaid the full outstanding principal amount and accrued interest of the 2022 Term Loan using the proceeds of the 2024 Term Loan and cash on hand. In connection with the 2022 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 as the Warrants contain certain terms that could result in cash settlement as a result of events outside of the Company’s control. Accordingly, the Company recognizes the Warrants as liabilities at fair value initially and adjusts the Warrants to fair value at each reporting period. The Warrants remain outstanding, with no change in terms in connection with the repayment of the 2022 Term Loan or issuance of the 2024 Term Loan. As of June 30, 2026 and March 31, 2026, the fair value of the Warrants was $0.2 million and $0.2 million, respectively, and was recorded within other liabilities, non-current on the condensed consolidated balance sheets. The subsequent changes in fair value were recorded through other income (expense), net on the Company’s condensed consolidated statement of operations and comprehensive income (loss). See Note 3, Fair Value Measurements, for further details. 2028 Notes As of June 30, 2026 and March 31, 2026, the Company had $201.9 million aggregate principal amount of 4.00% 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. The initial conversion rate is 139.8064 shares of the Company’s common stock per $1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of approximately $7.15 per share), subject to customary adjustments. Upon conversion of the 2028 Notes, the Company may elect to satisfy the conversion obligation with cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s stock. As of June 30, 2026, 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%.

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