Long-Term Debt | Note 14. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2024 Description Maturity Date Convertible Debt Coupon Rate Effective Interest Rate Principal Unamortized Discount Deferred Issuance Costs Carrying Value 2025 Modified Notes 6/1/2025 3.00 % 4.01 % $ 60,125 $ - $ ( 171 ) $ 59,954 2025 Modified Notes 7/1/2028 1.50 % 8.51 % 87,500 ( 2,512 ) ( 9,588 ) 75,400 2028 Notes 7/1/2028 1.50 % 1.91 % 122,500 - ( 1,692 ) 120,808 Total debt $ 270,125 $ ( 2,512 ) $ ( 11,451 ) 256,162 Less: current portion of long-term debt ( 59,954 ) Total long-term debt $ 196,208 September 30, 2024 Description Maturity Date Convertible Debt Coupon Rate Effective Interest Rate Principal Unamortized Discount Deferred Issuance Costs Carrying Value 2025 Modified Notes 6/1/2025 3.00 % 3.70 % $ 87,500 $ - $ ( 406 ) $ 87,094 2025 Modified Notes 7/1/2028 1.50 % 8.55 % 87,500 ( 2,777 ) ( 10,602 ) 74,121 2028 Notes 7/1/2028 1.50 % 1.91 % 122,500 - ( 1,809 ) 120,691 Total debt $ 297,500 $ ( 2,777 ) $ ( 12,817 ) 281,906 Less: current portion of long-term debt ( 87,094 ) Total long-term debt $ 194,812 The following table summarizes the maturities of our borrowing obligations as of December 31, 2024 (in thousands): Fiscal Year 2028 Notes 2025 Modified Notes Total 2025 $ — $ 60,125 $ 60,125 2026 — — — 2027 — — — 2028 122,500 87,500 210,000 2029 Thereafter — — — Total before unamortized discount and issuance costs and current portion $ 122,500 $ 147,625 $ 270,125 Less: unamortized discount and issuance costs ( 1,692 ) ( 12,271 ) ( 13,963 ) Less: current portion of long-term debt — ( 59,954 ) ( 59,954 ) Total long-term debt $ 120,808 $ 75,400 $ 196,208 1.50% Senior Convertible Notes due 2028 On June 26, 2023, we issued $ 190.0 million in aggregate principal amount of 1.50 % Convertible Senior Notes due 2028 (the “2028 Notes”), which are governed by an indenture (the “2028 Indenture”), between us and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). On July 3, 2023, we issued a n additional $ 20.0 million in aggregate principal amount of 2028 Notes. The initial net proceeds from the issuance of the 2028 Notes we re $ 193.2 million a fter deducting transaction costs. The 2028 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on January 1 and July 1 of each year at a rate of 1.50 % per year. The 2028 Notes will mature on July 1, 2028 , unless earlier converted, redeemed, or repurchased. The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. A holder of 2028 Notes may convert all or any portion of its 2028 Notes at its option at any time prior to the close of business on the business day immediately preceding April 3, 2028 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2023 (and only during such fiscal quarter), if the last reported sale price of our 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 fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2028 Indenture) per $ 1,000 principal amount of 2028 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such 2028 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after April 3, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2028 Notes at any time, regardless of the foregoing circumstances. The conversion rate is 24.5586 shares of our common stock per $ 1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of approximately $ 40.72 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2028 Notes in connection with such a corporate event or convert its 2028 Notes called for redemption in connection with such notice of redemption, as the case may be. We may not redeem the 2028 Notes prior to July 6, 2026. We may redeem for cash all or any portion of the 2028 Notes (subject to certain limitations), at our option, on a redemption date occurring on or after July 6, 2026 and on or before the 31st scheduled trading day immediately before the maturity date, if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes. If we undergo a “fundamental change”, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2028 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2028 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25 % in aggregate principal amount of the 2028 Notes then outstanding may declare the entire principal amount of all the 2028 Notes plus accrued special interest, if any, to be immediately due and payable. In connection with the offering of the 2028 Notes, we repurchased $ 87.5 million in aggregate principal amount of the 2025 Notes in a privately negotiated transaction. We specifically negotiated the repurchase of the 2025 Notes with investors who concurrently purchased the 2028 Notes. We evaluated the transaction to determine whether the exchange should be accounted for as a modification or extinguishment under the provisions of ASC 470-50, which allows for an exchange of debt instruments between the same debtor and creditor to be accounted for as a modification so long as the instruments do not have substantially different terms. Because the concurrent redemption of the 2025 Notes and a portion of issuance of the 2028 Notes were executed with the same investors, we evaluated the transaction as a debt modification, on a creditor by creditor basis. The repurchase of the 2025 Notes and issuance of the 2028 Notes were deemed to not have substantially different terms on the basis that (1) the present value of the cash flows under the terms of the new debt instrument were less than 10 % different from the present value of the remaining cash flows under the terms of the original instrument and (2) the fair value of the conversion feature did not change by more than 10 % of the carrying value of the 2025 Notes, and therefore, the repurchase of the 2025 Notes was accounted for as a debt modification. As a result, $ 87.5 million of the 2028 Notes are considered a modification of the 2025 Notes and are included in the balances of the 2025 Notes along with the remaining $ 87.5 million of the 2025 Notes (together the “2025 Modified Notes” and together with the 2028 Notes, the “Notes”) that were not repurchased as part of the transaction. We recorded $ 14.3 million of fees paid directly to the lenders as deferred debt issuance costs, and $ 3.8 million of fees paid to third-parties were expensed in the period. As of December 31, 2024 , the carrying amount of the 2025 Modified Notes was $ 135.4 million, net of unamortized costs of $ 12.3 million. If a convertible debt instrument is modified or exchanged in a transaction that is not accounted for as an extinguishment, an increase in the fair value of the embedded conversion option shall reduce the carrying amount of the debt instrument with a corresponding increase in Additional paid-in capital. We recognized the increase in the fair value of the embedded conversion feature of $ 4.1 million as Additional paid-in capital and an equivalent discount that reduced the carrying value of the 2025 Modified Notes. We accounted for $ 122.5 million of the 2028 Notes, that were not negotiated with the investors of the 2025 Notes, as a single liability. We incurred transaction costs of $ 2.4 million relating to the issuance of the 2028 Notes, which were recorded as a direct deduction from the face amount of the 2028 Notes and are being amortized as interest expense over the term of the 2028 Notes using the interest method. As of December 31, 2024 , the carrying amount of the 2028 Notes was $ 120.8 million and unamortized issuance costs of $ 1.7 million. As of December 31, 2024, the 2028 Notes were not convertible. As of December 31, 2024 and September 30, 2024, the if-converted value of the 2028 Notes was $ 98.9 million and $ 113.0 million, respectively, l ess than its principal amount. 3.00% Senior Convertible Notes due 2025 On June 2, 2020, we issued $ 175.0 million in aggregate principal amount of 3.00 % Convertible Senior Notes due 2025 (the “2025 Notes”), including the initial purchasers’ exercise in full of their option to purchase $ 25.0 million principal amount of the 2025 Notes, which are governed by an indenture (the “2025 Indenture”), between us and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2025 Notes were $ 169.8 million after deducting transaction costs. The 2025 Notes are senior, unsecured obligations and accrue interest payable semiannually in arrears on June 1 and December 1 of each year at a rate of 3.00 % per year. The 2025 Notes will mature on June 1, 2025 , unless earlier converted, redeemed, or repurchased. The 2025 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. As of December 31, 2024 and September 30, 2024, the if-converted value of the 2025 Modified Notes was $ 118.1 million and $ 160.9 million, respectively, les s than its principal amount. A holder of 2025 Notes may convert all or any portion of its 2025 Notes at its option at any time prior to the close of business on the business day immediately preceding March 1, 2025 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on September 30, 2020 (and only during such fiscal quarter), if the last reported sale price of our 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 fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2025 Indenture) per $ 1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such 2025 Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert all or any portion of its 2025 Notes at any time, regardless of the foregoing circumstances. The conversion rate is 26.7271 shares of our common stock per $ 1,000 principal amount of 2025 Notes (equivalent to an initial conversion price of approximately $ 37.42 per share of our common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or convert its 2025 Notes called for redemption in connection with such notice of redemption, as the case may be. The 2025 Notes did not by their terms permit repayment prior to June 5, 2023. We may redeem for cash all or any portion of the 2025 Notes, at our option, on a redemption date occurring on or after June 5, 2023 and on or before the 31st scheduled trading day immediately before the maturity date, if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes. During the three months ended December 31, 2024, we repurchased $ 27.4 million aggregate principal amount of our 2025 Notes for $ 27.0 million in cash, including accrued interest and fees, via privately negotiated transactions with certain holders. The repurchased notes were subsequently cancelled and retired, resulting in a gain on extinguishment of debt of $ 0.3 million. See “1.50% Senior Convertible Notes due 2028” section above for discussion on the modification of the 2025 Notes as part of the offering of the 2028 Notes. The interest expense recognized related to the Notes for the three months ended December 31, 2024 and 2023 was as follows (dollars in thousands): Three Months Ended December 31, 2024 2023 Contractual interest expense $ 1,425 $ 1,442 Amortization of debt discount 265 251 Amortization of issuance costs 1,281 1,217 Total interest expense related to the Notes $ 2,971 $ 2,910 The conditional conversion feature of the Notes was not triggered during the three months ended December 31, 2024. As of December 31, 2024, the Notes were not convertible. As of this Quarterly Report on Form 10-Q, no Notes have been converted by the holders. Whether any of the Notes will be converted in future quarters will depend on the satisfaction of one or more of the conversion conditions in the future. If one or more holders elect to convert their Notes at a time when any such Notes are convertible, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional shares), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. Senior Credit Facilities On June 12, 2020 (the “Financing Closing Date”), we entered into a Credit Agreement, by and among the Borrower, the lenders and issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent (the “Credit Agreement”), consisting of a four-year senior secured term loan facility in the aggregate principal amount of $ 125.0 million (the “Term Loan Facility”). The net proceeds from the issuance of the Term Loan Facility were $ 123.0 million. We also entered into a senior secured first-lien revolving credit facility in an aggregate principal amount of $ 50.0 million (the “Revolving Facility” and, together with the Term Loan Facility, the “Senior Credit Facilities”), which may be drawn on in the event that our working capital and other cash needs are not supported by our operating cash flow. In connection with the issuance of the 2028 Notes, in the third quarter of fiscal year 2023, we borrowed $ 24.7 million under our Revolving Facility and paid $ 106.3 million towards our Term Loan Facility. As a result, we recorded $ 104.9 million extinguishment of debt and $ 1.3 million loss on the extinguishment of debt. All principal and interest on the Term Loan Facility have been paid in full. On December 31, 2024, we terminated the Credit Agreement. On the date of termination, there were no revolving loans outstanding under the Credit Agreement. As a result of the Credit Agreement termination, we will not have access to the Revolving Facility and we will not be subject to the applicable Credit Agreement covenants. Total interest expense relating to the Senior Cre dit Facilities for the three months ended December 31, 2024 and 2023 was $ 0.4 million and $ 0.1 million, respectively. Amounts reflect the coupon and accretion of the discount. |