Debt | Note 3. Debt Total debt comprises: December 31, March 31, Senior Secured Notes $ 146,904 $ 132,917 Debt discount, net of amortization ( 12,955 ) ( 13,854 ) Deferred debt costs, net of amortization ( 2,126 ) ( 2,678 ) Carrying value Senior Secured Notes 131,823 116,385 Royalty liability 24,938 40,076 Convertible Notes 107,494 105,000 Debt discount, net of amortization ( 21,303 ) ( 24,968 ) Deferred debt costs, net of amortization ( 2,664 ) ( 3,180 ) Carrying value Convertible Notes 83,527 76,852 Total Debt $ 240,288 $ 233,313 The Company’s debt at December 31, 2022 and March 31, 2022 comprises the Senior Secured Notes, the royalty liability, and the Convertible Notes. Senior Secured Notes On October 14, 2016 , the Company completed the private placement of up to $ 120 million aggregate principal amount of the Senior Secured Notes and entered into an indenture governing the Senior Secured Notes with the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent. The Company issued $ 84 million aggregate principal amount of the Senior Secured Notes on October 14, 2016 and an additional $ 36 million aggregate principal amount of the Senior Secured Notes on June 29, 2018. On December 18, 2018, the Company also completed certain amendments to the indenture governing the Senior Secured Notes. The amendments included an increase to the aggregate principal amount of Senior Secured Notes that can be issued under the indenture from $ 120 million to up to $ 145 million following the European CE Marking of the Company’s initial MosaiQ IH Microarray. On April 30, 2019, the Company was notified that it had received the European CE Marking of the initial MosaiQ IH Microarray and, on May 15, 2019, the Company issued the additional $ 25 million of Senior Secured Notes. The obligations of the Company under the indenture and the Senior Secured Notes are unconditionally guaranteed on a secured basis by the guarantors, which include all the Company’s subsidiaries, and the indenture governing the Senior Secured Notes contains customary events of default. The Company and its subsidiaries must also comply with certain customary affirmative and negative covenants, including a requirement to maintain six-months of interest in a cash reserve account maintained with the collateral agent. Upon the occurrence of a Change of Control, subject to certain conditions, or certain Asset Sales (each, as defined in the indenture), holders of the Senior Secured Notes may require the Company to repurchase for cash all or part of their Senior Secured Notes at a repurchase price equal to 101 % or 100 %, respectively, of the principal amount of the Senior Secured Notes to be repurchased, plus accrued and unpaid interest to the date of repurchase. Interest on the Senior Secured Notes accrues at a rate of 12 % per annum and is payable semi-annually on April 15 and October 15 of each year commencing on April 15, 2017 . On April 15, 2021 , the Company made a $ 12.1 million principal payment on the Senior Senior Secured Notes. Additionally, principal payments were due on each April 15 and October 15 until April 15, 2024 pursuant to a fixed amortization schedule. The Company paid $ 8.7 million of the total proceeds of the three issuances into the cash reserve account maintained with the collateral agent under the terms of the indenture. Following the April 15, 2021 repayment of the Senior Secured Notes the balance held in the cash reserve account was reduced to $ 8.0 million. On October 13, 2021, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to certain amendments to the indenture governing the Senior Secured Notes (the "Indenture Amendments") pursuant to the fourth supplemental indenture, dated as of October 13, 2021 (the "Fourth Supplemental Indenture"). The Indenture Amendments included an 18-month extension of the final maturity of the Senior Secured Notes to October 2025 and a revision of the Notes’ principal amortization schedule. The Indenture Amendments also changed the redemption prices for Notes redeemed pursuant to the optional redemption provisions of the Indenture. The Senior Secured Notes may be redeemed from and after October 14, 2021 at redemption prices beginning at 106 % of par and declining over time to 100.0 % for redemptions occurring from and after April 14, 2024. The interest rate on the Senior Secured Notes and the financial and other covenants in the Indenture remained unchanged. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company agreed among other things to issue them (i) an aggregate of 23,319 of the Company’s ordinary shares, nil par value per share (the "Consent Shares") and (ii) 5-year warrants to purchase an aggregate of 46,100 of the Company’s ordinary shares for $ 160 per share (the " 2021 Consent Warrants"). The Company filed a registration statement with the SEC covering resales of the Consent Shares and the shares issuable on exercise of the 2021 Consent Warrants. The fair value of Consent Shares not yet issued are included in accrued expenses and other current liabilities and the fair value of 2021 Consent Warrants is included in derivative liabilities within our condensed consolidated balance sheet. Changes in fair value are recognized within Other, net in the accompanying condensed consolidated financial statements. On July 6, 2022, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to Indenture Amendments pursuant to the sixth supplemental indenture, dated as of July 6, 2022 (the "Sixth Supplemental Indenture"). The Sixth Supplemental Indenture includes a change to the amortization payment schedule of the Senior Secured Notes from requiring semi-annual payments ranging from $ 12.1 million to $ 24.2 million beginning in April 2023, to requiring quarterly payments of $ 2.5 million beginning on July 15, 2024 and ending on July 15, 2025, with the remaining principal balance due on October 15, 2025, which will reduce expected amortization payments by $ 93.0 million over the next 36 months prior to the payment of the remaining principal balance at maturity. It removes the requirement that we maintain a cash reserve account for the benefit of holders of the Senior Secured Notes, and adds a covenant that we maintain a minimum liquidity of at least $ 8.0 million, comprised of cash and certain other eligible investments, as of the end of each fiscal quarter. It p rovides that 40% of the net cash proceeds from a sale of all or a material portion of our Alba business, subject to certain exceptions, will be applied to repay Senior Secured Notes and the remaining 60% may be used by us to fund operating expenses, capital expenditures and other investments permitted by the Sixth Supplemental Indenture. We have also agreed that the holders of the Senior Secured Notes will be entitled to appoint an observer to our board of directors. In addition, the debt incurrence covenant in the indenture governing our Convertible Notes has been amended to reduce our ability to incur indebtedness under certain baskets by the amount of any repayment of the Senior Secured Notes as described above. In consideration for the Consenting Holders’ consents to the Indenture Amendments, the Company issued them 5-year warrants to purchase an aggregate of 212,364 of the Company’s ordinary shares for $ 30 per share (''2022 Consent Warrants"). The Company also filed a registration statement with the SEC covering resales of the shares issuable on exercise of the 2022 Consent Warrants. The new principal amortization schedule of the Senior Secured Notes is as follows: Payment Date Amount July 15, 2024 $ 2,500 October 15, 2024 2,500 January 1, 2025 2,500 April 15, 2025 2,500 July 15, 2025 2,500 October 15, 2025 The principal balance then outstanding On November 21, 2022, the Company received consents from the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Eight Supplemental Indenture, dated as of November 21, 2022 (the "Eight Supplemental Indenture"). The Eight Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. The Eighth Supplemental Indenture eliminates the Company’s obligation under the Senior Secured Notes to make the interest payment otherwise due on October 15, 2022 in cash, and permit the Company instead to make such interest payment “in kind” by issuing new debt securities to the noteholders. The Eighth Supplemental Indenture allows the Company to issue and deliver further senior secured notes (the "Further SSNs") in an aggregate principal amount of $ 4.0 million to satisfy interest due on the Senior Secured Notes by way of payment in-kind. The Eighth Supplemental Indenture increases the permitted issuance amount under the Senior Secured Notes to $ 145.0 million plus the October 2022 Interest Amount (being $4.0 million). The Company sought the amendments described above to allow the Company to preserve liquidity and avoid an event of default that would otherwise result from the Company’s failure to make a cash interest payment on or before October 17, 2022. On December 15, 2022, the Company received consents from all of the Consenting Holders of its Senior Secured Notes issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Ninth Supplemental Indenture, dated as of December 15, 2022 (the "Ninth Supplemental Indenture"). The Ninth Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. Pursuant to the Ninth Supplemental Indenture, the Company issued and delivered Further SSNs in an aggregate principal amount of $ 10 million. The Further SSNs have the same terms as the SSNs, except that the Further SSNs have payment priority over other SSNs if any event of default occurs under the Indenture. So long as an event of default does not occur under the Indenture, the Further SSNs and the original SSNs are treated as a single class thereunder, including for purposes of directions provided to the Trustee, waivers, amendments, redemptions and offers to purchase, and rank on a parity basis in right of payment and security. If an event of default occurs under the Indenture, the Further SSNs will constitute a separate class under the Indenture, and will have payment priority over the original Secured Notes. Royalty liability In connection with the three issuances of the Senior Secured Notes as well as the December 2018 amendment of the related indenture, the Company has entered into royalty rights agreements, pursuant to which the Company has agreed to pay 3.4 % of the aggregate net sales of MosaiQ instruments and consumables made in the donor testing market in the United States and the European Union. The royalties will be payable beginning on the date that the Company or its affiliates makes its first sale of MosaiQ consumables in the donor testing market in the European Union or the United States and will end on the last day of the calendar quarter in which the eighth anniversary of the first sale date occurs. The royalty rights agreements are treated as sales of future revenues that meet the requirements of Accounting Standards Codification Topic 470 "Debt" to be treated as debt. The royalty rights agreements are accounted for separately as freestanding financial instruments. Consideration received for the debt and royalty rights was allocated to each component on a relative fair value basis. The difference between the relative fair value of the royalty rights agreements and the principle on the Senior Secured Notes is accounted for as debt discount and amortized through non-cash interest expense over the life of the Senior Secured Notes. Estimating the future cash outflows under the royalty rights agreements requires the Company to make certain estimates and assumptions about future sales of MosaiQ products. These estimates of the magnitude and timing of MosaiQ sales are subject to significant variability due to the current status of development of MosaiQ products, and thus are subject to significant uncertainty. The decrease in value of the royalty rights agreement from $ 40.1 million at March 31, 2022 to $ 24.9 million December 31, 2022, is due to the Company's decision to prioritize the clinical portfolio, which is not subject to the royalty rights agreement, through at least calendar year 2025 which resulted in a reversal of all non-cash interest expense recognized to date for the royalty liability. The royalty liability will be held at the initial carrying amount unless the liability meets criteria necessary for debt extinguishment under ASC 405-20, Extinguishments of Liabilities or until estimated future cash outflows exceed the current carrying value which would result in additional interest expense to be recognized. Convertible Notes On May 26, 2021 the Company issued $ 95.0 million aggregate principal amount of convertible senior notes and on June 2, 2021, the Company issued an additional $ 10.0 million aggregate principal amount of convertible senior notes in connection with the original $ 95.0 million (collectively the "Convertible Notes"). The Convertible Notes bear interest at an annual rate of 4.75 %. The Convertible Notes will mature on May 26, 2026 . Accrued interest of $ 0.6 million and $ 1.9 million is included in accrued expenses and other current liabilities in the accompanying condensed consolidated financial statements at December 31, 2022 and March 31, 2022 respectively. At any time before the close of business on the second business day immediately before the maturity date, holders of the Convertible Notes can convert the Convertible Notes either in whole or in part into the Company’s ordinary shares at an initial conversion rate of 176.3668 ordinary shares per $ 1,000 principal amount of the Convertible Notes, subject to customary anti-dilution adjustments. The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20") and ASC 815-40, Contracts in Entity’s Own Equity ("ASC 815-40"). Based upon the Company’s analysis, it was determined the Convertible Notes contain embedded features that need to be separately accounted for as a derivative liability component. The proceeds received from the issuance of the convertible debt instruments were bifurcated and recorded as a liability within derivative liabilities in the consolidated balance sheet. The convertible loan derivative is measured at fair value and changes are recognized within the accompanying condensed consolidated financial statements within Other, net. The Company incurred approximately $ 3.7 million of debt issuance costs relating to the issuance of the Convertible Notes, which were recorded as a reduction to the Convertible Notes on the consolidated balance sheet, no ne of the issuance costs were attributable to the derivative component. The debt issuance costs and the debt discount are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest rate method. We determined the expected life of the debt is equal to the five-year term of the Convertible Notes. The effective interest rate on the Convertible Notes is 12.9 %. The total interest expense was $ 7.9 and $ 6.0 million with coupon interest of $ 3.7 and $ 3.0 million and the amortization of debt discount and issuance costs of $ 4.2 and $ 3.0 million, for the nine month periods ended December 31, 2022 and 2021, respectively. The total interest expense was $ 2.7 and $ 2.5 million with coupon interest of $ 1.3 and $ 1.3 million and the amortization of debt discount and issuance costs of $ 1.4 and $ 1.2 million, for the three month periods ended December 31, 2022 and 2021, respectively On January 4, 2023, the Company received consents from the Consenting Holders of its Convertible Notes issued pursuant to the Indenture, dated as of May 26, 2021 (as subsequently amended, the "Indenture"), by and among the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (the "Trustee"), to further amend the Indenture pursuant to the Fourth Supplemental Indenture, (the "Fourth Supplemental Indenture"). The Fourth Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect. Pursuant to the Fourth Supplemental Indenture, the Company issued and delivered further Convertible Notes (the “Further Convertible Notes”) in an aggregate principal amount of $ 2.5 million issued hereunder as payment “in-kind” of (and in satisfaction of any obligation to make a cash payment in respect of) accrued interest on the Convertible Notes that is due and payable on the interest payment date occurring on November 15, 2022 pursuant to the terms of the Convertible Notes. The Further Convertible Notes have the same terms as the Convertible Notes and shall be treated as a single class, including for all purposes under the Indenture, including directions provided to the Trustee, waivers, amendments, redemptions and offers to purchase, conversion rights, and otherwise, and shall rank on a parity basis in right of payment. The Company sought the amendments described above to issue Further Convertible Notes to satisfy any obligation to make a cash payment in respect of accrued interest on the Convertible Notes that is due and payable on the interest payment date occurring on November 15, 2022 pursuant to the terms of the Convertible Notes. As of December 31, 2022 the interest payment due on November 15, 2022, has been reclassified as long-term debt as a result of the Fourth Supplemental Indenture. As mentioned in Note 1, pursuant to the Omnibus Transaction Agreement, the Convertible Noteholders agree to the deemed issuance of paid-in-kind notes on account of the November 2022 interest payment due in respect of the Convertible Notes, the deemed transfer of an equal amount of the Convertible Notes (the “Convertible Notes Transferred Principal”) to Newco in exchange for Newco granting certain equity purchase rights to each of the Convertible Noteholders, the deemed transfer of the Convertible Notes Transferred Principal by Newco to Finance Co in exchange for the issuance of 99,999 ordinary shares of Finance Co to Newco, the deemed transfer of half of the Convertible Notes Transferred Principal by Finance Co to Merger Co in exchange for the issuance of 99,999 ordinary shares of Merger Co to Finance Co, and the deemed transfer of all of the Convertible Notes Transferred Principal from Finance Co and Merger Co to the Company in exchange for the issuance of 800,000 preference shares of the Company to Finance Co and 800,000 preference shares of the Company to Merger Co. After the transfer of the Convertible Notes Transferred Principal to the Company, the Convertible Notes Transferred Principal will be cancelled and extinguished. |