Debt | Debt The following is a summary of the Company's debt as of September 30, 2023 (in millions): Net Carrying Value Unpaid Principal Balance Contractual Maturity Date Current Long-Term 2024 Notes $ 18.7 $ — $ 18.7 September 2024 2027 Notes — 196.6 200.0 March 2027 2028 Notes — 461.3 473.8 August 2028 Mortgage 6.9 — 6.9 March 2024 Total Debt $ 25.6 $ 657.9 $ 699.4 The following is a summary of the Company's debt as of December 31, 2022 (in millions): Net Carrying Value Unpaid Principal Balance Contractual Maturity Date Current Long-Term 2024 Notes $ — $ 101.7 $ 102.7 September 2024 2027 Notes — 195.9 200.0 March 2027 2028 Notes — 363.3 373.8 August 2028 Mortgage 0.5 6.8 7.3 March 2024 Total Debt $ 0.5 $ 667.7 $ 683.8 Convertible Senior Notes In September 2018, the Company issued $402.5 million aggregate principal amount of 2.125% Convertible Senior Notes due 2024 (the "2024 Notes"). In March 2020, the Company issued $200.0 million aggregate principal amount of 2.5% Convertible Senior Notes due 2027 (the “2027 Notes"). In August 2022 and in June 2023, the Company issued $373.8 million and $100.0 million, respectively, aggregate principal amounts of 3.75% Convertible Senior Notes due 2028 (together, the "2028 Notes," and together with the 2024 Notes and 2027 Notes, the “convertible senior notes”). The 2024 Notes bear interest at a fixed rate of 2.125% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2019. The 2027 Notes bear interest at a fixed rate of 2.5% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The 2028 Notes bear interest at a fixed rate of 3.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2023. No sinking fund is provided for the convertible senior notes. There have been no changes to the initial conversion price of the convertible senior notes since issuance and during the three- and nine-months ended September 30, 2023. None of the conditions allowing holders of the convertible senior notes to convert early were met. The convertible senior notes were therefore not convertible during the three- and nine-months ended September 30, 2023. Exchange and Repurchase In June 2023, the Company issued $100.0 million in additional aggregate principal amount (the "Additional 2028 Notes") of its currently outstanding 3.75% Convertible Senior Notes due 2028 (the "Existing 2028 Notes"). The Additional 2028 Notes were issued under an indenture dated as of August 8, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. The Additional 2028 Notes constitute a further issuance of, and form a single series with, the Existing 2028 Notes issued on August 8, 2022 in the aggregate principal amount of $373.8 million and have substantially identical terms, including conversion rate, conversion price, convertible dates, redemption rights, conditions for conversion, settlement provisions and ranking. The net proceeds to the Company from this issuance of Additional 2028 Notes were approximately $96.5 million after deducting the placement agent's fee, other debt issuance costs and discount. The Company used approximately $84.0 million of the net proceeds from this issuance to repurchase approximately $83.9 million in aggregate principal amount, which included accrued and unpaid interest, of its 2024 Notes concurrently with the issuance. This transaction involved a contemporaneous exchange of cash between the Company and holders of the 2024 Notes participating in the issuance of the Additional 2028 Notes. Accordingly, the transaction was evaluated for modification or extinguishment accounting in accordance with ASC 470-50, Debt – Modifications and Extinguishments on a creditor-by-creditor basis depending on whether the exchange was determined to have substantially different terms. The repurchase of the 2024 Notes and issuance of the Additional 2028 Notes were deemed to have substantially different terms based on the present value of the cash flows or significant difference between the value of the conversion option immediately prior to and after the exchange. Therefore, the repurchase of the 2024 Notes was accounted for as a debt extinguishment. The Company recorded an immaterial loss on extinguishment of debt in interest expense, in the condensed consolidated statements of operations for the nine-months ended September 30, 2023, which includes the write-off of the related deferred issuance costs. Interest Expense The following table presents the interest expense related to the contractual interest coupon and the amortization of debt issuance costs on the Company's convertible senior notes (in thousands): Three Months Ended Nine Months Ended September 30, September 24, September 30, September 24, Contractual interest expense $ 5,803 $ 4,513 $ 16,472 $ 11,291 Amortization of debt issuance costs and discount 799 1,087 3,243 2,626 Total interest expense $ 6,602 $ 5,600 $ 19,715 $ 13,917 The issuance cost and discount related to the 2024 Notes, the 2027 Notes and the 2028 Notes are being amortized to interest expense over the respective contractual term, at effective interest rates of 2.6%, 3.0% and 4.3%, respectively. Unamortized debt issuance costs and discount will be amortized over the remaining life of the 2024 Notes, the 2027 Notes and the 2028 Notes which is approximately 11 months, 41 months, and 58 months, respectively. The net carrying amount of the convertible senior notes as of September 30, 2023 and as of December 31, 2022 was as follows (in thousands): 2024 Notes 2027 Notes 2028 Notes September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Principal $ 18,747 $ 102,652 $ 200,000 $ 200,000 $ 473,750 $ 373,750 Unamortized issuance costs and discount — (926) (3,412) (4,121) (12,402) (10,401) Net carrying amount $ 18,747 $ 101,726 $ 196,588 $ 195,879 $ 461,348 $ 363,349 Asset-based revolving credit facility On June 24, 2022, the Company entered into a Loan, Guaranty and Security Agreement (as amended, the “Loan Agreement”) with the lenders party thereto, and Bank of America, N.A., as agent. The Loan Agreement provides for a senior secured asset-based revolving credit facility of up to $200 million (the "Credit Facility"), which the Company may draw upon from time to time. The Company may increase the total commitments under the revolving credit facility by up to an additional $100 million, subject to certain conditions. In addition, the Loan Agreement provides for a $50 million letter of credit subfacility and a $20 million swingline loan facility. The Credit Facility has a stated maturity date of June 24, 2027. Availability under the Credit Facility is based upon periodic borrowing base certifications valuing certain inventory and accounts receivable, as reduced by certain reserves. The Credit Facility is secured by a first-priority security interest (subject to certain exceptions) in inventory, certain related assets, specified deposit accounts, and certain other accounts. Outstanding borrowings accrue interest at floating rates plus an applicable margin of 1.25% to 1.75% for Term Secured Overnight Financing Rate loans and 0.25% to 0.75% for base rate loans. The unused line fee rate payable on the unused portion of the Credit Facility is equal to 0.25% per annum based on utilization of the Credit Facility. The Loan Agreement also contains certain customary affirmative and negative covenants, including a financial covenant that requires the Company to maintain a minimum fixed charge coverage ratio. As of September 30, 2023, the Company was in compliance with all covenants under the Loan Agreement. As of September 30, 2023, the Company had availability of $158.8 million under the Credit Facility. As of September 30, 2023, the Loan Agreement included a $50.0 million letter of credit subfacility and $23.2 million of letters of credit were issued and outstanding. Mortgage Payable In March 2019, the Company mortgaged a property it owns. The Company received proceeds of $8.7 million in connection with the loan. The loan carries a fixed interest rate of 5.25% and is repayable in 59 equal monthly installments of principal balance plus accrued unpaid interest due five years from the date of the loan. On September 24, 2021, the loan was amended to reduce the interest rate from 5.25% to 3.80% for the remaining 31 equal monthly installments of approximately $0.1 million each. As of September 30, 2023, $6.9 million of the loan remained outstanding and is included in short-term debt, net in the condensed consolidated balance sheets. |