Convertible Senior Notes | 8. Convertible Senior Notes In December 2018, the Company issued $ 240,000 aggregate principal amount of 1.25 % convertible senior notes (“Notes”) due December 15, 2023 , unless earlier repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2019. The Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee. The Notes are unsecured and rank: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s unsecured indebtedness that is not subordinated; effectively junior in right of payment to any of the Company’s senior, secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. At issuance, the Notes had an initial conversion rate of 18.8076 shares of common stock per $1 principal amount of Notes, which represented an initial effective conversion price of approximately $ 53.17 per share of common stock and 4,513,824 shares issuable upon conversion. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of Notes. Prior to the close of business on September 14, 2023, the Notes will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met. Holders may convert all or a portion of their Notes prior to the close of business on September 14, 2023, in multiples of $ 1 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2019 (and only during such calendar quarter), if the last reported sales price of the common stock for at least 20 trading days (whether or not consecutive) during a 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 conversion price on each applicable trading day; • during the five-business day period after any five consecutive trading day period, or the Notes measurement period, in which the “trading price” (as defined in the Indenture) per $ 1 principal amount of Notes for each trading day of the Notes measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2023; or • upon the occurrence of specified corporate events. As of September 30, 2022, the Notes were not convertible. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied market interest rate of its Notes to be approximately 7.30 %, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $ 181,500 upon issuance, calculated as the present value of future contractual payments based on the $ 240,000 aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $ 58,500 difference between the gross proceeds received from issuance of the Notes of $ 240,000 and the estimated fair value of the liability component represented the equity component of the Notes and was recorded in additional paid-in capital. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. As a result of adoption, the equity component of the debt discount was eliminated. In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component, totaling $ 4,808 , were amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $ 1,550 , were included with the equity component in shareholders’ deficit. As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. As a result of adoption, the remaining transaction costs, as of December 31, 2021, previously classified as equity, were reclassified to the Note liability. In August 2022, the Company repurchased Notes with an aggregate principal amount of $ 114,181 and carrying value of $ 113,557 , including accrued interest, using funds from its new delayed-draw term loan facility described in Note 9. The Company paid $ 111,627 in cash, including broker fees, resulting in a gain on the extinguishment of the liability in the amount of $ 1,930 , including $ 571 of broker fees, that is presented separately in other income (expense) in the unaudited consolidated statements of operations and comprehensive loss. In September 2021, the Company repurchased Notes with an aggregate principal amount of $ 100,181 and carrying value of $ 87,592 , including accrued interest. The Company paid $ 98,678 in cash of which $ 95,113 , including broker fees, was allocated to the liability component of the Notes and $ 3,566 was allocated to the equity component and recorded as an adjustment to additional paid-in capital. The Company recognized a loss on the extinguishment of the liability in the amount of $ 7,520 , including $ 501 of broker fees, that is presented separately in other income (expense) in the unaudited consolidated statements of operations and comprehensive loss. The Notes consist of the following: As of September 30, 2022 December 31, 2021 Liability component: Principal $ 6,888 $ 121,069 Less: Debt discount, net of amortization (1) ( 52 ) ( 13,788 ) Net carrying amount $ 6,836 $ 107,281 Equity component (prior to adoption of ASU 2020-06) (2) - 52,973 Remaining discount amortization period (in years) 1.21 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. (2) Recorded in the consolidated balance sheet within additional paid-in capital, net of $ 1,550 transaction costs in equity. The remaining balance of these transaction costs was $ 432 as of December 31, 2021. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended September 30, Nine Months Ended September 30, Interest expense 2022 2021 2022 2021 1.25% coupon $ 259 $ 656 $ 1,016 $ 2,039 Amortization of debt discount and transaction costs (1) 130 2,811 507 8,591 Total interest expense $ 389 $ 3,467 $ 1,523 $ 10,630 _________________ (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022. The result was a significant reduction in the recorded debt discount and the related amortization expense. As of September 30, 2022, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s Notes classified in equity prior to the adoption of ASU 2020-06 on January 1, 2022 as discussed in Note 2) were as follows: September 30, 2022 December 31, 2021 Fair Value Carrying Value (1) Fair Value Carrying Value Convertible senior notes $ 6,199 $ 6,836 $ 113,805 $ 107,281 (1) As discussed in Note 2, the Company adopted ASU 2020-06 under the modified retrospective approach effective January 1, 2022 resulting in a $ 12,304 net increase in the carrying value of the Notes. In connection with the issuance of the Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and others. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the Notes, with an initial strike price of approximately $ 53.17 per share, which corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes, and have a cap price of approximately $ 89.98 . The cost of the purchased capped calls of $ 33,024 was recorded to stockholders’ deficit and will not be re-measured provided it continues to meet the conditions for equity classification. In connection with the repurchases of the Notes described above, the Company terminated a portion of the capped call transactions. This resulted an immaterial amount of cash payments to the Company during the three months ended September 30, 2022, which were recorded in additional paid-in capital. During the three months ended September 30, 2021, the Company received $ 98 of cash payments in connection with the termination of capped calls, which was recorded in additional paid-in capital. Based on the closing price of our common stock of $ 6.35 on September 30, 2022 , the last trading day of the quarter, the if-converted value of the Notes was less than their respective principal amounts. |