Debt | Note 7. Debt Long-term debt, net of current maturities, consisted of the following: March 31, December 31, 2023 2022 (in thousands) 5.25 % Convertible senior unsecured notes—U.S. $ 132,500 $ — Unsecured financing—EMEA 46,555 43,556 Secured and unsecured working capital—India 13,936 15,246 Equipment finance leases—Mexico 1,614 1,909 Equipment finance leases—EMEA 440 443 Other equipment finance leases 13 19 Total debt—principal 195,058 61,173 Less: Debt issuance costs ( 4,724 ) — Total debt, net of debt issuance costs 190,334 61,173 Less: Current maturities of long-term debt ( 61,624 ) ( 59,975 ) Long-term debt, net of current maturities $ 128,710 $ 1,198 Convertible Senior Unsecured Notes: Convertible Notes and Indenture In March 2023, we issued and sold an aggregate of $ 132.5 million principal amount of convertible senior unsecured notes due in 2028 (the Notes) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The Notes consisted of a $ 115.0 million initial placement and an over-allotment option that provided the initial purchasers an option to purchase an additional $ 17.5 million principal amount of Notes, which was fully exercised. The net proceeds from the issuance of the Notes was $ 109.1 million, net of $ 4.8 million in debt issuance costs and $ 18.6 million in cash used to purchase the capped call transactions discussed below. The debt issuance costs are amortized to interest expense over the term of the Notes. The Notes were issued pursuant to an Indenture, dated March 3, 2023 (the Indenture), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Notes do not contain any specific financial covenants. The Notes bear interest at a rate of 5.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2023. The Notes will mature on March 15, 2028, unless earlier converted, redeemed, or repurchased. The Notes are convertible into cash, shares of the Company’s common stock, par value $ 0.01 per share (the Common Stock) or a combination of cash and shares of Common Stock, at the Company’s election, at an initial conversion rate of 66.5425 shares of Common Stock per $ 1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $ 15.03 per share of Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Before September 15, 2027, noteholders will have the right to convert all or any portion of their Notes, in multiples of $ 1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, if the last reported sale price of our Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the applicable conversion price of the Notes on each such trading day; • during the five business day period immediately after any five consecutive trading day period in which the trading price per $ 1,000 principal amount of the Notes for each day of five consecutive trading day period was less than 98% of the product of the last reported sale price of our Common Stock and the applicable conversion rate of the Notes on such trading day; • on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after September 15, 2027 , the Notes are convertible at the option of the noteholders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company may not redeem the Notes prior to March 20, 2026. The Company may redeem for cash all or any portion of the Notes, at its option, on or after March 20, 2026 and prior to the 51st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. We accounted for the issuance of the Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. In connection with the issuance and sale of the Notes, the Series A Preferred Stockholders agreed to waive compliance with all covenants under the Certificate of Designations with respect to the Company’s sale and issuance of the Notes and the Company’s planned capital expenditures and incurrence of additional indebtedness of up to $ 17.0 million to acquire wind turbines that will provide renewable energy for our manufacturing facilities in Türkiye. Capped Call Transactions On February 28, 2023, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the Base Capped Call Transactions) with certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the Option Counterparties). On March 1, 2023, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional privately negotiated capped call transactions with the Option Counterparties (the Additional Capped Call Transactions, and with the Base Capped Call Transactions, the Capped Call Transactions). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Common Stock that underlie the Notes. The Capped Call Transactions are expected generally to reduce or offset the potential dilution to the Common Stock upon conversion of any Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The initial cap price of the Capped Call Transactions was $ 23.12 per share, which represents a premium of 100 % over the reported sale price of the Common Stock on The Nasdaq Global Market of $ 11.56 per share on February 28, 2023, and is subject to certain adjustments under the terms of the capped call transactions. The cost of the Capped Call Transactions was $ 18.6 million and was recorded as a reduction to our additional paid-in-capital in our condensed consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification. As of March 31, 2023, the Capped Call Transactions were out-of-the-money. |