Debt | Note 10. Debt 3.75% Convertible Senior Notes due July 2022 In August 2017, the Company issued $ 85.0 million aggregate principal amount of its 3.75 % Convertible Senior Notes due 2022 (the “ 3.75 % Convertible Notes due 2022”) under an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. $ 53.0 million aggregate principal amount of the 3.75 % Convertible Notes due 2022 were issued to certain holders of the Company’s then outstanding 3.50 % Convertible Notes due 2018 and 3.50 % Series A Convertible Notes due 2018 (together, the “Prior Existing Notes”) in exchange for approximately $ 47.0 million aggregate principal amount of the Prior Existing Notes and $ 32.0 million aggregate principal amount of the 3.75 % Convertible Notes due 2022 were issued to certain other qualified new investors for cash. The net proceeds of the cash issuance were used to repurchase approximately $ 28.0 million of Prior Existing Notes. Holders of the 3.75 % Convertible Notes due 2022 may convert their notes at any time on or after April 15, 2022 until the close of the business day immediately preceding the maturity date. Prior to April 15, 2022, holders of the 3.75 % Convertible Notes due 2022 may convert their notes only under certain circumstances. Upon conversion, the Company will have the right to pay cash, or deliver shares of common stock of the Company or a combination thereof, at the Company’s election. The initial conversion rate is 174.8252 shares of the Company’s common stock per $ 1,000 principal amount (which represents an initial conversion price of approximately $ 5.72 per share of the Company’s common stock). The conversion rate, and thus the conversion price, is subject to adjustment as further described below. Holders of the 3.75 % Convertible Notes due 2022 who convert their notes in connection with a “make-whole fundamental change,” as defined in the indenture, may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, in the event of a “fundamental change,” as defined in the indenture, holders of the 3.75 % Convertible Notes due 2022 may require the Company to purchase all or a portion of their note at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.75 % Convertible Notes due 2022, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. In May 2021, the Company exchanged approximately $ 82.1 million aggregate principal amount of 3.75 % Convertible Notes due 2022 for approximately $ 97.1 million aggregate principal amount of 3.75 % Convertible Notes due 2026 (as defined below). As of June 30, 2021, $ 2.9 million aggregate principal amount of 3.75 % Convertible Notes due 2022 remained outstanding. The exchange was treated as extinguishment of debt. The Company recorded a loss on the extinguishment of debt of $ 4.3 million, primarily comprised of the write-off of deferred costs associated with the 3.75 % Convertible Notes due 2022 and the extinguishment of the equity component of $ 14.5 million recognized as reduction to additional paid in capital. The $ 14.5 million, which is the difference between the settlement consideration paid of $ 96.0 million and the fair value of the liability component of $ 81.5 million, represents the estimated fair value of the liability component based on the expected future cash flows associated with the aggregate principal amount of $ 82.1 million in 3.75 % Convertible Notes due 2022. As of March 31, 2022, $ 2.9 million aggregate principal amount of 3.75 % Convertible Notes due 2022 remained outstanding. 3.75% Convertible Senior Notes due July 2026 In May 2021, the Company issued $ 100.0 million aggregate principal amount of its 3.75 % Convertible Senior Notes due 2026 (the “ 3.75 % Convertible Notes due 2026”) under an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. $ 97.1 million aggregate principal amount of the 3.75 % Convertible Notes due 2026 were issued to certain holders of the Company’s outstanding 3.75 % Convertible Notes due 2022 in exchange for approximately $ 82.1 million aggregate principal amount of 3.75 % Convertible Notes due 2022 and $ 2.9 million of 3.75 % Convertible Notes due 2026 were issued to certain other qualified new investors for cash (such transactions the “Exchange and Subscription Transactions”). Holders of the 3.75 % Convertible Notes due 2026 may convert their notes at any time on or after March 6, 2026 until the close of the business day immediately preceding the maturity date. Prior to June 6, 2026, holders of the 3.75 % Convertible Notes due 2026 may convert their notes only under certain circumstances. Upon conversion, the Company will have the right to pay cash, or deliver shares of common stock of the Company or a combination thereof, at the Company’s election. The initial conversion rate is 170.5611 shares of the Company’s common stock per $ 1,000 principal amount (which represents an initial conversion price of approximately $ 5.86 per share of the Company’s common stock). The conversion rate, and thus the conversion price, is subject to adjustment as further described below. Holders of the 3.75 % Convertible Notes due 2026 who convert their notes in connection with a “make-whole fundamental change,” as defined in the indenture, may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, in the event of a “fundamental change,” as defined in the indenture, holders of the 3.75 % Convertible Notes due 2026 may require the Company to purchase all or a portion of their note at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.75 % Convertible Notes due 2026, plus accrued and unpaid interest, if any, to, but not including, the fundamental change repurchase date. As of June 30, 2021 and March 31, 2022, $ 100.0 million aggregate principal amount of 3.75 % Convertible Notes due 2026 was outstanding. The aggregate principal amount of $ 100.0 million, including $ 2.9 million which were issued to new qualified investors for cash in the 3.75 % Convertible Notes due 2026, was allocated between liability component of $ 74.1 million and equity component of $ 25.9 million recognized as addition paid in capital, reduced by $ 0.7 million of 3.75 % Convertible Notes due 2026 issuance cost allocated to additional paid in capital. Upon adoption of ASU No. 2020-06 on July 1, 2021, the Company recorded an increase to Accumulated deficit of $ 0.8 million, a decrease to Additional paid-in capital of $ 25.6 million, an increase to Debt, current of $ 24.8 million. There was no impact to diluted loss per share as the inclusion of potential shares of common stock related to the 3.75 % Convertible Notes due 2026 would have been anti-dilutive. The Company reversed the separation of the debt and equity components and accounted for the 3.75 % Convertible Notes due 2026 wholly as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. Debt issuance costs related to the 3.75 % Convertible Notes due 2022 and the 3.75 % Convertible Notes due 2026 were comprised of discounts, issuance costs and third party costs of $ 25.6 million. Prior to the adoption of ASU No. 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 3.75 % Convertible Notes due 2022 and the 3.75 % Convertible Notes due 2026 based on their relative values. Issuance costs attributable to the liability component were $ 0.8 million and were amortized to interest expense using the effective interest method. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. Upon adoption of ASU No. 2020-06 on July 1, 2021, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense for each of the respective terms of the 3.75% Convertible Notes due 2022 and the 3.75% Convertible Notes due 2026, respectively, with a cumulative adjustment to retained earnings on the adoption date. As of March 31, 2022, the if-converted value of the 3.75% Convertible Notes due 2022 and the 3.75% Convertible Notes due 2026 did not exceed the outstanding principal amount. Credit Facilities On May 6, 2021, the Company entered into a senior secured credit agreement (the “Credit Agreement”) with Silicon Valley Bank, individually as a lender and agent (“Agent”), and the other lenders from time to time parties thereto (together with Silicon Valley Bank as a lender, the “Lenders”), which provides for a five-year $ 80 million term loan (the “Term Loan Facility”) and a $ 40 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”). The initial borrowings under the Credit Agreement, including $ 25 million under the Revolving Credit Facility, were funded on May 14, 2021. Interest on the borrowings under the Credit Facilities is payable in arrears on the applicable interest payment date at an annual interest rate of reserve-adjusted, 90-day LIBOR (subject to a 0.50 % floor) plus, initially, 3.00 % and after the Agent receives copies of the consolidated financial statements of the Company for the fiscal quarter ending June 30, 2021: 3.25 % if the Consolidated Senior Net Leverage Ratio (as defined in the Credit Agreement) is greater than or equal to 3.00:1.00; 3.00 % if the Consolidated Senior Net Leverage Ratio is greater than or equal to 2.00:1.00 but less than 3.00:1.00; 2.75 % if the Consolidated Senior Net Leverage Ratio is greater than or equal to 1.00:1.00 but less than 2.00:1.00; and 2.50 % if the Consolidated Senior Net Leverage Ratio is less than 1.00:1.00. The Credit Agreement requires the Company to pay the Lenders an unused commitment fee equal to, initially, 0.35 % per annum of the average unused portion of the Revolving Credit Facility and after the Agent receives copies of the consolidated financial statements of the Company for the fiscal quarter ending June 30, 2021: 0.40 % per annum of the average unused portion of the Revolving Credit Facility if the Consolidated Senior Net Leverage Ratio is greater than or equal to 3.00:1.00; 0.35 % per annum of the average unused portion of the Revolving Credit Facility if the Consolidated Senior Net Leverage Ratio is greater than or equal to 2.00:1.00 but less than 3.00:1.00; 0.30 % per annum of the average unused portion of the Revolving Credit Facility if the Consolidated Senior Net Leverage Ratio is greater than or equal to 1.00:1.00 but less than 2.00:1.00; and 0.25 % per annum of the average unused portion of the Revolving Credit Facility if the Consolidated Senior Net Leverage Ratio is less than 1.00:1.00. If all or a portion of the loans under the Term Loan Facility are prepaid, then the Company will be required to pay a fee equal to 1 % of the of the aggregate amount of the loans so prepaid, subject to certain exceptions. The Credit Agreement contains restrictions and covenants applicable to the Company and its subsidiaries. Among other requirements, the Company may not permit the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) to be less than a certain specified ratio for each fiscal quarter during the term of the Credit Agreement or the Consolidated Senior Net Leverage Ratio to be greater than a certain specified ratio for each fiscal quarter during the term of the Credit Agreement. The Credit Agreement also contains customary covenants that limit, among other things, the ability of the Company and its subsidiaries to (i) incur indebtedness, (ii) incur liens on their property, (iii) pay dividends or make other distributions, (iv) sell their assets, (v) make certain loans or investments, (vi) merge or consolidate, (vii) voluntarily repay or prepay certain indebtedness and (viii) enter into transactions with affiliates, in each case subject to certain exceptions. The Credit Agreement contains customary representations and warranties and events of default. As of June 30, 2021, $ 20.0 million of aggregate principal amount was outstanding under the Revolving Credit Facility, $ 80 million aggregate principal amount was outstanding under the Term Loan Facility and $ 1.3 million of associated unamortized debt costs. As of March 31, 2022, $ 5.0 million of aggregate principal amount was outstanding under the Revolving Credit Facility, $ 77.0 million aggregate principal amount was outstanding under the Term Loan Facility and $ 1.1 million of associated unamortized debt costs. The following table presents the carrying value of the Notes (as defined below), the Revolving Credit Facility and the Term Loan (in thousands): As of March 31, 2022 Revolving 3.75% 3.75% Term Loan Total Principal amount of the Notes $ 5,000 $ 2,865 $ 100,000 $ 77,000 $ 184,865 Unamortized debt costs — ( 7 ) ( 2,519 ) ( 1,092 ) ( 3,618 ) Net carrying amount $ 5,000 $ 2,858 $ 97,481 $ 75,908 $ 181,247 Reported as: Short-term debt $ 8,051 Long-term debt 173,196 Total debt $ 181,247 As of June 30, 2021 Revolving 3.75% 3.75% Term Loan Total Carrying amount of equity conversion component $ — $ 134 $ 25,944 $ — $ 26,078 Principal amount of the Notes $ 20,000 $ 2,865 $ 100,000 $ 80,000 $ 202,865 Unamortized debt costs — ( 34 ) ( 2,175 ) ( 1,303 ) ( 3,512 ) Unamortized debt discount — ( 119 ) ( 25,437 ) — ( 25,556 ) Net carrying amount $ 20,000 $ 2,712 $ 72,388 $ 78,697 $ 173,797 Reported as: Short-term debt $ 3,790 Long-term debt 170,007 Total debt $ 173,797 A summary of interest expense on the Notes and Credit Facilities is as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest expense related to contractual interest coupon $ 1,748 $ 2,678 $ 5,466 $ 8,259 Interest expense related to amortization of debt discount — 1,266 — 3,757 Interest expense related to amortization of debt issuance 215 370 594 1,086 $ 1,963 $ 4,314 $ 6,060 $ 13,102 |