Convertible Note - Related Party | (8) Convertible Note – Related Party 2022 Convertible Note On February 15, 2022 , the Company entered into a note purchase agreement (the Note Purchase Agreement) with Wood River Capital LLC, an entity affiliated with Koch, relating to the issuance and sale to Koch of the 2022 Convertible Note in the aggregate principal amount of $ 100.0 million. The transactions contemplated by the Note Purchase Agreement closed on February 18, 2022 (the Issue Date). The maturity date of the 2022 Convertible Note is February 18, 2027 , subject to earlier conversion, redemption, or repurchase. The 2022 Convertible Note is a senior unsecured obligation of the Company and ranks equal in right of payment to all senior unsecured indebtedness of the Company and will rank senior in right of payment to any indebtedness that is contractually subordinated to the 2022 Convertible Note. In accordance with ASU 2020-06, the 2022 Convertible Note is accounted for as a single unit of account and consists of the following: March 31, December 31, 2024 2023 (In thousands) Convertible note, principal $ 100,000 $ 100,000 Payment in-kind 18,318 18,318 Accrued interest 2,810 - Discount on convertible note, net of accumulated amortization ( 2,990 ) ( 3,209 ) Debt issuance costs, net of accumulated amortization ( 108 ) ( 117 ) Convertible note $ 118,030 $ 114,992 The 2022 Convertible Note does not have current observable inputs such as recent trading prices (Level 1) and is measured at fair value using a combination of option pricing and discounted cash flow models and incorporate management’s assumptions for stock price, volatility and risk rate. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The Company estimated the fair value of the 2022 Convertible Notes is approximately $ 118.7 million as of March 31, 2024. However, as the Company has not elected to utilize the fair value option, it is carried at amortized cost of $ 118.0 million. Contractual Interest Rates The 2022 Convertible Note was issued at par and bears interest at the Secured Overnight Financing Rate (SOFR) plus 5.50 % per annum if interest is paid in cash, or, if interest is paid in-kind as an increase in the principal amount of the outstanding note, at the SOFR plus 6.50 % per annum. Under the terms of the 2022 Convertible Note, SOFR has a floor of 1 % and a cap of 3 %. Interest on the 2022 Convertible Note is payable semi-annually in arrears on June 30 and December 30. The Company, at its option, is permitted to settle each semi-annual interest payment in cash, in-kind, or any combination thereof. It is expected that the Notes will mature on February 18, 2027 , subject to earlier conversion, redemption or repurchase. The Company elected to repay the contractual interest due on June 30, 2022, December 30, 2022, June 30, 2023, and December 30, 2023 in-kind as an increase to the principal amount of $ 2.9 million, $ 4.9 million, $ 5.1 million, and $ 5.4 million, respectively. The contractual interest attributable to the 2022 Convertible Note was recorded as an addition to the convertible note – related party balance on the condensed consolidated balance sheets. Accrued interest was $ 2.8 million as of March 31, 2024, of which debt issuance costs, net of accumulated amortization is $ 0.1 million. The effective interest rate approximated the contract interest rate for the three months ended March 31, 2024 . The Company amortized $ 1.1 million of the $ 4.1 million discount on the convertible note as of March 31, 2024 utilizing an effective interest rate of 10.7 %. Conversion Rights On November 28, 2022, the Company entered into an amendment to the 2022 Convertible Note to reduce the initial Conversion Price by $ 5.00 per share from $ 34.936625 per share to $ 29.936625 per share, by increasing the initial Conversion Rate from 28.623257 shares per $ 1,000 of Capitalized Principal Amount to 33.400100 shares per $ 1,000 of Capitalized Principal Amount under the Convertible Note. Accordingly, the 2022 Convertible Note is convertible at the option of the holder at any time prior to the business day immediately preceding the maturity date at an initial conversion rate of 33.400100 shares of the Company’s common stock per $ 1,000 of capitalized principal. The effective conversion price is approximately $ 29.936625 per share (the Conversion Price). The Conversion Price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-off. As of March 31, 2024, 4,045,687 shares of the Company’s common stock were issuable upon conversion of the 2022 Convertible Note. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. If the closing price per share of the Company’s common stock on the New York Stock Exchange is at least 130 % of the Conversion Price for 20 consecutive trading days , the Company may elect to convert the principal and accrued interest owing under the Notes, plus a make-whole amount equal to the sum of the present values of the remaining interest payments that would have otherwise been payable from the date of such conversion, redemption or repurchase, as applicable, through maturity (the Make-Whole Amount), into the Company’s common stock at the Conversion Price. Optional Redemption The 2022 Convertible Note is redeemable at the Company’s option at any time and in the event that the volume weighted average price of the Company’s common stock for the 10 trading days immediately preceding the date on which the Company provides the redemption notice has been at least 130 % of the Conversion Price then in effect at a redemption price of 100 % of the principal amount, plus accrued and unpaid interest (excluding the redemption date), plus the Make-Whole Amount. Contingent Redemption Upon the occurrence of certain fundamental changes described in the Indenture (each, a Fundamental Change), the Holder of the Note may require that the Company repurchase all or part of the principal amount of the Note at a purchase price of 100 % of the principal amount of such Note, plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date, plus the Make-Whole Amount. The Indenture includes customary “events of default,” which may result in the acceleration of the maturity of the Note. Embedded Derivatives The Company determined that the Make-Whole feature of the 2022 Convertible Note requires bifurcation in accordance with Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). Accordingly, the Company must separately account for the feature at fair value with changes in fair value reported in current period earnings. The fair value of the Make-Whole was determined to be immaterial as of February 18, 2022 and March 31, 2024 . |