Long-Term Debt (Details) | 3 Months Ended | 12 Months Ended | | | | | |
Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | | | | | | | | | | | |
Long-term debt | $ 288,590,000 | | | | | | $ 245,053,000 | | | | |
Long-term Debt and Capital Lease Obligations, Current | (4,840,000) | | | | | | (5,612,000) | | | | |
Long-term debt net of current maturities | 283,750,000 | | | | | | 239,441,000 | | | | |
Accretion Expense | $ 870,000 | | | | | | | | | | |
Accretion Rate | 4.70% | | | | | | | | | | |
Gain (Loss) on Repurchase of Debt Instrument | | | | | | $ 280,000 | | | | | |
Loss on debt extinguishment including debt finance charges and fees | $ (709,000) | $ 761,000 | | $ 0 | | | | | | | |
Purchases of capped calls | $ 18,787,000 | | | 0 | | | | | | | |
Cap Price of Capped Call Transaction | $ / shares | $ 16.58 | | | | | | | | | | |
Lifetime to date - Accretion Expense | $ 2,683,000 | | | | | | | | | | |
Remaining Accretion | $ 13,939,000 | | | | | | | | | | |
CARES Act Loan [Member] | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Interest rate (as a percent) | 1.00% | | | | | | | | | | |
Convertible Subordinated Debt | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt and Capital Leases Disclosures | Long-Term Debt Debt consists of the following (in thousands): March 31, 2021 December 31, 2020 Convertible senior notes at 5.00%, due in February 2021 $ — $ 1,242 Convertible senior notes at 4.50%, due in June 2022 2,627 73,869 Convertible senior notes Series I at 5.00%, due in November 2024 71,939 62,984 Convertible senior notes Series II at 5.00%, due November 2024 75,334 64,919 Convertible senior notes at 4.25%, due in March 2026 117,786 — Other obligations 20,904 42,039 288,590 245,053 Less current maturities of long-term debt (4,840) (5,612) Long-Term Debt $ 283,750 $ 239,441 On September 30, 2015, the company entered into an Amended and Restated Revolving Credit and Security Agreement, which was subsequently amended (the “Credit Agreement”) and which matures on January 16, 2024. The Credit Agreement was entered into by and among the company, certain of the company’s direct and indirect U.S. and Canadian subsidiaries and certain of the company’s European subsidiaries (together with the company, the “Borrowers”), certain other of the company’s direct and indirect U.S., Canadian and European subsidiaries (the “Guarantors”), and PNC Bank, National Association (“PNC”), JPMorgan Chase Bank, N.A., J.P. Morgan Europe Limited, KeyBank National Association, and Citizens Bank, National Association (the “Lenders”). PNC is the administrative agent (the “Administrative Agent”) and J.P. Morgan Europe Limited is the European agent (the “European Agent”) under the Credit Agreement. In connection with entering into the company's Credit Agreement, the company incurred fees which were capitalized and are being amortized as interest expense. As of March 31, 2021, debt fees yet to be amortized through January 2024 totaled $941,000. The company had outstanding letters of credit of $8,301,000 and $7,752,000 as of March 31, 2021 and December 31, 2020, respectively. Outstanding letters of credit and other reserves impacting borrowing capacity were $7,570,000 and $7,616,000 as of March 31, 2021 and December 31, 2020, respectively. The company had no outstanding borrowings under its North America Credit Facility as of March 31, 2021. The company had outstanding borrowings of $5,916,000 (€4,900,000) under its French Credit Facility and $4,460,000 (£3,200,000) under its UK Credit Facility as of March 31, 2021, together referred to as the European Credit Facility. The company had outstanding borrowings of $20,000,000 under its North America Credit Facility as of December 31, 2020. The company had outstanding borrowings of $7,636,000 (€6,400,000) under its French Credit Facility and $3,866,000 (£2,900,000) under its UK Credit Facility as of December 31, 2020, together referred to as the European Credit Facility. The weighted average interest rate on all borrowings, excluding finance leases, was 4.5% for the three months ended March 31, 2021 and 4.6% for the year ended December 31, 2020. North America Borrowers Credit Facility For the company's North America Borrowers, the Credit Agreement provides for an asset-based-lending senior secured revolving credit facility which is secured by substantially all the company’s U.S. and Canadian assets, other than real estate. The Credit Agreement provides the company and the other Borrowers with a credit facility in an aggregate principal amount of $60,000,000, subject to availability based on a borrowing base formula, under a senior secured revolving credit, letter of credit and swing line loan facility (the “North America Credit Facility”). Up to $20,000,000 of the North America Credit Facility will be available for issuance of letters of credit. The aggregate principal amount of the North America Credit Facility may be increased by up to $25,000,000 to the extent requested by the company and agreed to by any Lender or new financial institution approved by the Administrative Agent. The aggregate borrowing availability under the North America Credit Facility is determined based on a borrowing base formula. The aggregate usage under the North America Credit Facility may not exceed an amount equal to the sum of (a) 85% of eligible U.S. accounts receivable plus (b) the lesser of (i) 70% of eligible U.S. inventory and eligible foreign in-transit inventory and (ii) 85% of the net orderly liquidation value of eligible U.S. inventory and eligible foreign in-transit inventory (not to exceed $4,000,000), plus (c) the lesser of (i) 80% of the net orderly liquidation value of U.S. eligible machinery and equipment and (ii) $0 as of March 31, 2021 (subject to reduction as provided in the Credit Agreement), plus (d) 85% of eligible Canadian accounts receivable, plus (e) the lesser of (i) 70% of eligible Canadian inventory and (ii) 85% of the net orderly liquidation value of eligible Canadian inventory, less (f) swing loans outstanding under the North America Credit Facility, less (g) letters of credit issued and undrawn under the North America Credit Facility, less (h) a $3,000,000 minimum availability reserve, less (i) other reserves required by the Administrative Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of March 31, 2021, the company was in compliance with all covenant requirements. As of March 31, 2021, the company had gross borrowing base of $38,389,000 and net borrowing availability of $21,070,000 under the North America Credit Facility under the Credit Agreement, considering the minimum availability reserve, then-outstanding letters of credit, other reserves and the $6,750,000 dominion trigger amount described below. Borrowings under the North America Credit Facility are secured by substantially all of the company’s U.S. and Canadian assets, other than real estate. Interest will accrue on outstanding indebtedness under the Credit Agreement at the LIBOR rate, plus a margin ranging from 2.25% to 2.75%, or at the alternate base rate, plus a margin ranging from 1.25% to 1.75%, as selected by the company. Borrowings under the North America Credit Facility are subject to commitment fees of 0.25% or 0.375% per year, depending on utilization. The Credit Agreement contains customary representations, warranties and covenants. Exceptions to the operating covenants in the Credit Agreement provide the company with flexibility to, among other things, enter into or undertake certain sale and leaseback transactions, dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set forth in the Credit Agreement, as amended. The Credit Agreement also contains a covenant requiring the company to maintain minimum availability under the North America Credit Facility of not less than (i) 12.5% of the maximum amount that may be drawn under the North America Credit Facility for five (5) consecutive business days, or (ii) 11.25% of the maximum amount that may be drawn under the North American facility on any business day. The company also is subject to dominion triggers under the North America Credit Facility requiring the company to maintain borrowing capacity of not less than $6,750,000 on any business day or any five consecutive days in order to avoid triggering full control by an agent for the Lenders of the company's cash receipts for application to the company’s obligations under the agreement. The Credit Agreement contains customary default provisions, with certain grace periods and exceptions, which provide for events of default that include, among other things, failure to pay amounts due, breach of covenants, representations or warranties, bankruptcy, the occurrence of a material adverse effect, exclusion from any medical reimbursement program, and an interruption of any material manufacturing facilities for more than 10 consecutive days. The proceeds of the North America Credit Facility will be used to finance the working capital and other business needs of the company. There was $0 outstanding borrowings under the North America Credit Facility at March 31, 2021. European Credit Facility The Credit Agreement also provides for a revolving credit, letter of credit and swing line loan facility which gives the company and the European Borrowers the ability to borrow up to an aggregate principal amount of $30,000,000, with a $5,000,000 sublimit for letters of credit and a $2,000,000 sublimit for swing line loans (the “European Credit Facility”). Up to $15,000,000 of the European Credit Facility will be available to each of Invacare Limited (the “UK Borrower”) and Invacare Poirier SAS (the “French Borrower” and, together with the UK Borrower, the “European Borrowers”). The European Credit Facility matures in January 2024, together with the U.S. and Canadian Credit Facility. The aggregate borrowing availability for each European Borrower under the European Credit Facility is determined based on a borrowing base formula. The aggregate borrowings of each of the European Borrowers under the European Credit Facility may not exceed an amount equal to (a) 85% of the European Borrower’s eligible accounts receivable, less (b) the European Borrower’s borrowings and swing line loans outstanding under the European Credit Facility, less (c) the European Borrower’s letters of credit issued and undrawn under the European Credit Facility, less (d) a $3,000,000 minimum availability reserve, less (e) other reserves required by the European Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of March 31, 2021, the gross borrowing base to the European Borrowers under the European Credit Facility was $17,098,000 and the net borrowing availability was $10,722,000, considering the $3,000,000 minimum availability reserve and a $3,375,000 dominion trigger amount described below. Borrowing availability is based on a prior month base in USD. Actual borrowings in GBP and EUR fluctuate in USD between date of borrowing and when translated for consolidated reporting. The aggregate principal amount of the European Credit Facility may be increased by up to $10,000,000 to the extent requested by the company and agreed to by any Lender or Lenders that wish to increase their lending participation or, if not agreed to by any Lender, a new financial institution that agrees to join the European Credit Facility and that is approved by the Administrative Agent and the European Agent. Interest will accrue on outstanding indebtedness under the European Credit Facility at the LIBOR rate, plus a margin ranging from 2.50% to 3.00%, or for swing line loans, at the overnight LIBOR rate, plus a margin ranging from 2.50% to 3.00%, as selected by the company. The margin that will be adjusted quarterly based on utilization. Borrowings under the European Credit Facility are subject to commitment fees of 0.25% or 0.375% per year, depending on utilization. The European Credit Facility is secured by substantially all the personal property assets of the UK Borrower and its in-country subsidiaries, and all the receivables of the French Borrower and its in-country subsidiaries. The UK and French facilities (which comprise the European Credit Facility) are cross collateralized, and the US personal property assets previously pledged under the U.S. and Canadian Credit Facility also serve as collateral for the European Credit Facility. The European Credit Facility is subject to customary representations, warranties and covenants generally consistent with those applicable to the U.S. and Canadian Credit Facility. Exceptions to the operating covenants in the Credit Agreement provide the company with flexibility to, among other things, enter into or undertake certain sale/leaseback transactions, dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set forth in the Credit Agreement. The Credit Agreement also contains a covenant requiring the European Borrowers to maintain undrawn availability under the European Credit Facility of not less than (i) 12.5% of the maximum amount that may be drawn under the European Credit Facility for five (5) consecutive business days, or (ii) 11.25% of the maximum amount that may be drawn under the European credit facility on any business day. The European Borrowers also are subject to cash dominion triggers under the European Credit Facility requiring the European Borrower to maintain borrowing capacity of not less than $3,750,000 on any business day or $3,375,000 for five consecutive business days in order to avoid triggering full control by an agent for the Lenders of the European Borrower’s cash receipts for application to its obligations under the European Credit Facility. The European Credit Facility is subject to customary default provisions, with certain grace periods and exceptions, consistent with those applicable to the U.S. and Canadian Credit Facility, which provide that events of default include, among other things, failure to pay amounts due, breach of covenants, representations or warranties, cross-default, bankruptcy, the occurrence of a material adverse effect, exclusion from any medical reimbursement program, and an interruption in the operations of any material manufacturing facility for more than 10 consecutive days. The proceeds of the European Credit Facility will be used to finance the working capital and other business needs of the company. As of March 31, 2021, the company had borrowings of $5,916,000 (€4,900,000) under its French Credit Facility and $4,460,000 (£3,200,000) under its UK Credit Facility as of March 31, 2021, together referred to as the European Credit Facility. In January 2021, the Credit Agreement was amended to provide for, among other things, the addition of the company's Netherlands subsidiary as a guarantor under the European revolving credit facility, amendments to the restrictive covenants in the Credit Agreement to (1) increase the maximum amount of permitted miscellaneous indebtedness to $30,000,000 from $10,000,000 and (2) permit up to $9,000,000 of financing based on certain European public and government receivables, and terms that, upon the occurrence of certain events related to a transition from the use of LIBOR, permit the agent for the lenders to amend the Credit Agreement to replace the LIBOR rate and/or the Euro rate with a benchmark replacement rate. In March 2021, the Credit Agreement was further amended to permit the issuance of the 2026 Notes and the capped call transactions entered into by the company in connection with the issuance of the 2026 Notes, as further discussed in the sections below. Convertible senior notes due 2021 In the first quarter of 2016, the company issued $150,000,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2021 (the “2021 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2021 Notes bore interest at a rate of 5.00% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 2016. The 2021 Notes matured on February 15, 2021. At maturity, $1,250,000 principal amount of 2021 Notes were outstanding, which the company repaid in cash. In connection with the offering of the 2021 Notes, the company entered into privately negotiated convertible note hedge transactions with two financial institutions (the “option counterparties”). The company evaluated the note hedges under the applicable accounting literature, including Derivatives and Hedging , ASC 815, and determined that the note hedges should be accounted for as derivatives. These derivatives were capitalized on the balance sheet as long-term assets and adjusted to reflect fair value each quarter. The fair value of the convertible note hedge assets at issuance was $27,975,000. The company entered into separate, privately negotiated warrant transactions with the option counterparties at a higher strike price relating to the same number of the company’s common shares, subject to customary anti-dilution adjustments, pursuant to which the company sold warrants to the option counterparties. The warrants could have a dilutive effect on the company’s outstanding common shares and the company’s earnings per share to the extent that the price of the company’s common shares exceeds the strike price of those warrants. The initial strike price of the warrants is $22.4175 per share and is subject to certain adjustments under the terms of the warrant transactions. The company evaluated the warrants under the applicable accounting literature, including Derivatives and Hedging , ASC 815, and determined that the warrants met the definition of a derivative, are indexed to the company's own stock and should be classified in shareholder's equity. The amount paid for the warrants and capitalized in shareholder's equity was $12,376,000. The net proceeds from the offering of the 2021 Notes were approximately $144,034,000, after deducting fees and offering expenses of $5,966,000, which were paid in 2016. These debt issuance costs were capitalized and were amortized as interest expense through February 2021. Debt issuance costs are presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. During the third quarter of 2019, the company used an aggregate of $14,708,000 in cash to repurchase a total amount of $16,000,000 in principal amount of 2021 Notes. After recognizing expenses on unamortized fees and discounts associated with the repurchased 2021 Notes, the repurchases resulted in a net reduction of debt of $14,367,000 and a net loss on the repurchases of $280,000. During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “Series I 2024 Notes”) of the company and $6,928,000 in cash. Refer to "Convertible senior notes Series I due 2024" below for more information. As a result of the exchange transaction in the fourth quarter of 2019 and the repurchase of $16,000,000 in principal amount of 2021 Notes in the third quarter of 2019, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred during the fourth quarter of 2019. Note hedge options outstanding related to the 2021 Notes were reduced from the original number of 300,000 to 138,182 and warrants relating to the 2021 Notes were reduced from the initial number of 9,007,380 to 3,860,624. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid in capital. During the second quarter of 2020, the company entered into separate, privately negotiated agreements with certain holders of its 2021 Notes and certain holders of its 2022 Notes to exchange $35,375,000 in aggregate principal amount of 2021 Notes and $38,500,000 in aggregate principal amount of 2022 notes, for aggregate consideration of $73,875,000 in aggregate principal amount of new 5.00% Series II Convertible Senior Exchange Notes due 2024 (the “Series II 2024 Notes”) of the company and $5,593,000 in cash. During the third quarter of 2020, the company repurchased $24,466,000 aggregate principal amount of 2021 Notes, resulting in a $761,000 loss on debt extinguishment. As a result of the repurchase of 2021 Notes in the third quarter of 2020 and the exchange of 2021 Notes for new notes in the second quarter of 2020, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid-in-capital. Note hedge options outstanding relating to the 2021 Notes were reduced 62,341 and subsequently expired on February 15, 2021. Warrants outstanding on March 31, 2021 were 3,141,943. If exercised, one Common Share is issuable upon exercise of each warrant, but may be adjusted to include additional Common Shares for each warrant under certain circumstances if the relevant share price exceeds the warrant strike price for the relevant measurement period at the time of exercise. Common Shares are reserved for issuance upon exercise of the remaining warrants relating to the 2021 Notes at two Common Shares per warrant. The warrants will begin to expire on May 15, 2021 and then partially expire on each trading day over the 220 trading day period following May 15, 2021. The liability components of the 2021 Notes consist of the following (in thousands): March 31, 2021 December 31, 2020 Principal amount of liability component $ — $ 1,250 Unamortized discount — (7) Debt fees — (1) Net carrying amount of liability component $ — $ 1,242 The unamortized discount was reduced to $0 upon adoption of ASU 2020-06, effective January 1, 2021. The effective interest rate on the liability component was 11.1% upon original issuance including consideration of the discount. Non-cash discount interest expense of $824,000 was recognized for the three months ended March 31, 2020. Interest expense of $8,000 was accrued for the three months ended March 31, 2021, compared to $745,000 for the three months ended March 31, 2020 based on the stated coupon rate of 5.0%. Convertible senior notes due 2022 In the second quarter of 2017, the company issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 (the “2022 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 Notes bear interest at a rate of 4.50% per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2017. The 2022 Notes will mature on June 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. Prior to December 1, 2021, the 2022 Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Prior to May 16, 2019, the 2022 Notes were convertible, subject to certain conditions, into cash only. On May 16, 2019, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of the 2022 Notes may be settled in cash, the company’s common shares or a combination of cash and the company’s common shares, at the company’s election. At March 31, 2021, $2,650,000 aggregate principal amount of the 2022 Notes remained outstanding, following the exchange transactions completed in the second quarter of 2020 and the repurchase of debt completed in the first quarter of 2021, as further discussed below. Holders of the 2022 Notes may convert their 2022 Notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2017 (and only during such fiscal quarter), if the last reported sale price of the company’s common shares 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 fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2022 Notes on each applicable trading day; (2) during the five “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of 2022 Notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the company’s Common Shares and the applicable conversion rate for the 2022 Notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after December 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2022 Notes, holders may convert their 2022 Notes, at the option of the holder, regardless of the foregoing circumstances. Holders of the 2022 Notes will have the right to require the company to repurchase all or some of their 2022 Notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is 61.6095 common shares per $1,000 principal amount of 2022 Notes (equivalent to an initial conversion price of approximately $16.23 per common share). Until the company received shareholder approval on May 16, 2019 authorizing it to elect to settle future conversions of the 2022 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair value each quarter until the change to the conversion features as a result of the shareholder approval received on May 16, 2019 resulted in the termination of the derivative. The fair value of the convertible debt conversion liability at issuance was $28,859,000. The company recognized a loss of $6,193,000 in 2019 related to the convertible debt conversion liability. In connection with the offering of the 2022 Notes, the company entered into privately negotiated convertible note hedge transactions with one financial institution (the “option counterparty”). These transactions cover, subject to customary anti-dilution adjustments, the number of the company’s common shares that will initially underlie the 2022 Notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the 2022 Notes. The company evaluated the note hedges under the applicable accounting literature, including Derivatives and Hedging , ASC 815, and determined that the note hedges should be accounted for as derivatives. These derivatives were capitalized on the balance sheet as long-term assets and will be adjusted to reflect fair value each quarter. The fair value of the convertible note hedge assets at issuance was $24,780,000. The company entered into separate, privately negotiated warrant transactions with the option counterparty at a higher strike price relating to the same number of the company’s common shares, subject to customary anti-dilution adjustments, pursuant to which the company sold warrants to the option counterparties. The warrants could have a dilutive effect on the company’s outstanding common shares and the company’s earnings per share to the extent that the price of the company’s common shares exceeds the strike price of those warrants. The initial strike price of the warrants is $21.4375 per share and is subject to certain adjustments under the terms of the warrant transactions. The company evaluated the warrants under the applicable accounting literature, including Derivatives and Hedging , ASC 815, and determined that the warrants meet the definition of a derivative, are indexed to the company's own shares and should be classified in shareholder's equity. The amount paid for the warrants and capitalized in shareholder's equity was $14,100,000. There were 120,000 note hedge options relating to the 2022 Notes outstanding at March 31, 2021, but only 2,650 remained available for exercise. Note hedge options related to the 2022 Notes will expire on June 1, 2022. Warrants relating to the 2022 Notes outstanding on March 31, 2021 were 7,393,141. If exercised, one Common Share is issuance upon exercise of each warrant, but may be adjusted under certain circumstances if the relevant share price exceeds the warrant strike price for the relevant share price exceeds the warrant strike price for the relevant measurement period at the time of exercise. Common Shares are reserved for issuance upon exercise of the remaining warrants relating to the 2022 Notes at two Common Shares per warrant. The warrants will begin to expire on September 1, 2022 and then partially expire on each trading day over the 220 trading day period following September 1, 2022. The net proceeds from the offering of the 2022 Notes were approximately $115,289,000, after deducting fees and offering expenses of $4,711,000, which were paid in 2017. These debt issuance costs were capitalized and are being amortized as interest expense through June 2022. Debt issuance costs are presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. A portion of the net proceeds from the offering were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the company from the warrant transactions), which net cost was $10,680,000. During the second quarter of 2020, the company entered into separate, privately negotiated agreements with certain holders of its 2021 Notes and certain holders of its 2022 Notes to exchange $35,375,000 in aggregate principal amount of 2021 Notes and $38,500,000 in aggregate principal amount of 2022 Notes, for aggregate consideration of $73,875,000 in aggregate principal amount of new Series II 2024 Notes and $5,593,000 in cash. During the first quarter of 2021, the company repurchased $78,850,000 in principal amount of 2022 Notes, resulting in a loss on debt extinguishment of $709,000. The liability components of the 2022 notes consist of the following (in thousands): March 31, 2021 December 31, 2020 Principal amount of liability component $ 2,650 $ 81,500 Unamortized discount — (6,772) Debt fees (23) (859) Net carrying amount of liability component $ 2,627 $ 73,869 The unamortized discount was reduced to $0 upon adoption of ASU 2020-06, effective January 1, 2021. The effective interest rate on the liability component was 10.9% upon original issuance including consideration of the discount. Total interest expense subsequent to adoption of ASU 2020-06 includes coupon interest and amortization of debt fees. Non-cash discount interest expense of $1,460,000 was recognized for the three months ended March 31, 2020. Interest expense of $769,000 was accrued for the three months ended March 31, 2021 compared to $1,350,000 for the three months ended March 31, 2020 based on the stated coupon rate of 4.5%. The effective interest rate of the 2022 Notes as of March 31, 2021 was 5.2%. The 2022 Notes were not convertible as of March 31, 2021 nor was the applicable conversion threshold met. Convertible senior notes Series I due 2024 During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “Series I 2024 Notes”) of the company and $6,928,000 in cash. The notes bear interest at a rate of 5.00% per year payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2020. The notes will mature on November 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to May 15, 2024, the Series I 2024 Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Series 2024 Notes may be settled in cash, the company’s common shares or a combination of cash and the company’s common shares, at the company’s election. Prior to the maturity of the Series I 2024 Notes, the company may, at its election, redeem for cash all or part of the Series I 2024 Notes if the last reported sale price of the company’s common shares equals or exceeds 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. The redemption price will be equal to 100% of the principal amount of the Series I 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to certain limited exceptions). No sinking fund is provided for t | | | | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2021 | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | $ 0 | | | | | | 1,250,000 | | | | $ 150,000,000 |
Long-term debt | 0 | | | | | | 1,242,000 | | | | |
Debt Instrument, Unamortized Discount | 0 | | | | | | (7,000) | | | | |
Debt Instrument, Fee Amount | 0 | | | | | | (1,000) | | | | |
Debt Instrument, Net Carrying Amount | $ 0 | | | | | | 1,242,000 | | | | |
Interest rate (as a percent) | 5.00% | | | | | | | | | | |
Debt Instrument Repurchase Amount, Cash Paid | | | | | | | | $ 14,708,000 | | | |
Debt Instrument, Repurchase Amount | | $ 24,466,000 | | | | | | 16,000,000 | | | |
Debt Instrurment Repurchase Amount, Net Reduction of debt | | | | | | | | $ 14,367,000 | | | |
Debt Instrument Exchange Amount | | | $ 35,375,000 | | $ 72,909,000 | | | | | | |
Debt Instrument, Hedge Options | | 62,341 | | | 138,182 | 138,182 | | | | | 300,000 |
Debt Instrument, Warrants Issued and Outstanding | | 3,141,943 | | | 3,860,624 | 3,860,624 | | | | | 9,007,380 |
Debt Instrument, Increase, Accrued Interest | $ 8,000 | | | 745,000 | | | | | | | |
Debt Instrument, Fee Amount | | | | | | | | | | $ 5,966,000 | |
Debt Instrument, Interest Rate, Effective Percentage | 11.10% | | | | | | | | | | |
Debt Instrument, Non-Cash Interest Expense Recognized in the Period | | | | 824,000 | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 4.50% February 2022 [Domain] | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | $ 2,650,000 | | | | | | 81,500,000 | | $ 120,000,000 | | |
Long-term debt | 2,627,000 | | | | | | 73,869,000 | | | | |
Debt Instrument, Unamortized Discount | 0 | | | | | | (6,772,000) | | | | |
Debt Instrument, Fee Amount | (23,000) | | | | | | (859,000) | | | | |
Debt Instrument, Net Carrying Amount | $ 2,627,000 | | | | | | 73,869,000 | | | | |
Interest rate (as a percent) | 4.50% | | | | | | | | | | |
Debt Instrument Exchange Amount | | | 38,500,000 | | | | | | | | |
Debt Instrument, Hedge Options | 120,000 | | | | | | | | | | |
Debt Instrument, Increase, Accrued Interest | $ 769,000 | | | 1,350,000 | | | | | | | |
Percent of the Applicable Conversion Price | 130.00% | | | | | | | | | | |
Last Reported Sales Price Period, Common Stock | 20 days | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | | | | | | | | | | |
Convertible Senior Notes, Percentage of Principal Required for Repurchase | 100.00% | | | | | | | | | | |
Convertible Debt, Conversion Rate of Commmon Shares, Principal | $ 1,000 | | | | | | | | | | |
Business Day Period | 5 years | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Trading Days | 10 | | | | | | | | | | |
Percent of the Product of the Last Reported Sale Price, Common Shares | 98.00% | | | | | | | | | | |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 61.6095 | | | | | | | | | | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 16.23 | | | | | | | | | | |
Debt Instrument, Fee Amount | | | | | | | | | $ 4,711,000 | | |
Class of Warrant or Right, Outstanding | shares | 7,393,141 | | | | | | | | | | |
Debt Instrument, Hedge Options available for exercise | 2,650 | | | | | | | | | | |
Debt Instrument, Interest Rate, Effective Percentage | 5.20% | | | | | | | | | | |
Debt Instrument, Interest Rate on Liability Component, Effective Percentage | 10.90% | | | | | | | | | | |
Debt Instrument, Non-Cash Interest Expense Recognized in the Period | | | | 1,460,000 | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% November 2024 [Domain] | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Long-term debt | $ 71,939,000 | | | | | | 62,984,000 | | | | |
Debt Instrument, Convertible, Threshold Trading Days | 10 | | | | | | | | | | |
Convertible Subordinated Debt | Series II Convertible Senior Notes at 5.00% November 2024 [Domain] | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Long-term debt | $ 75,334,000 | | | | | | 64,919,000 | | | | |
Business Day Period | 5 years | | | | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 4.25% March 2026 [Domain] | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | $ 125,000,000 | | | | | | | | | | |
Long-term debt | $ 117,786,000 | | | | | | 0 | | | | |
Interest rate (as a percent) | 4.25% | | | | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% November 2024 | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | $ 72,909,000 | | | | | | 72,909,000 | | | | |
Debt Instrument, Unamortized Discount | 0 | | | | | | (8,888,000) | | | | |
Debt Instrument, Fee Amount | (970,000) | | | | | | (1,037,000) | | | | |
Debt Instrument, Net Carrying Amount | $ 71,939,000 | | | | | | 62,984,000 | | | | |
Interest rate (as a percent) | 5.00% | | | | | | | | | | |
Debt Instrument Repurchase Amount, Cash Paid | | | | | $ 6,928,000 | $ 6,928,000 | | | | | |
Debt Instrument, Increase, Accrued Interest | $ 911,000 | | | 911,000 | | | | | | | |
Percent of the Applicable Conversion Price | 130.00% | | | | | | | | | | |
Last Reported Sales Price Period, Common Stock | 20 days | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | | | | | | | | | | |
Convertible Senior Notes, Percentage of Principal Required for Repurchase | 100.00% | | | | | | | | | | |
Convertible Debt, Conversion Rate of Commmon Shares, Principal | $ 1,000 | | | | | | | | | | |
Business Day Period | 5 years | | | | | | | | | | |
Percent of the Product of the Last Reported Sale Price, Common Shares | 98.00% | | | | | | | | | | |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 67.6819 | | | | | | | | | | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 14.78 | | | | | | | | | | |
Debt Instrument, Loss on Exchange | | | | | 5,885,000 | | | | | | |
Debt Instrument, Fee Amount | | | | | $ 1,394,000 | $ 1,394,000 | | | | | |
Debt Instrument, Interest Rate, Effective Percentage | 540.00% | | | | | | | | | | |
Debt Instrument, Interest Rate on Liability Component, Effective Percentage | 8.77% | | | | | | | | | | |
Debt Instrument, Non-Cash Interest Expense Recognized in the Period | | | | $ 448,000 | | | | | | | |
Convertible Subordinated Debt | Series II Convertible Senior Notes at 5.00% November 2024 | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | $ 76,558,000 | | | | | | 75,688,000 | | | | |
Debt Instrument, Unamortized Discount | 0 | | | | | | (9,461,000) | | | | |
Debt Instrument, Fee Amount | (1,224,000) | | | | | | (1,308,000) | | | | |
Debt Instrument, Net Carrying Amount | $ 75,334,000 | | | | | | 64,919,000 | | | | |
Interest rate (as a percent) | 5.00% | | | | | | | | | | |
Debt Instrument Repurchase Amount, Cash Paid | | | | | | | 5,593,000 | | | | |
Debt Instrument Exchange Amount | | | 73,875,000 | | | | | | | | |
Debt Instrument, Increase, Accrued Interest | $ 923,000 | | | | | | | | | | |
Percent of the Applicable Conversion Price | 130.00% | | | | | | | | | | |
Last Reported Sales Price Period, Common Stock | 20 days | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | | | | | | | | | | |
Convertible Senior Notes, Percentage of Principal Required for Repurchase | 100.00% | | | | | | | | | | |
Convertible Debt, Conversion Rate of Commmon Shares, Principal | $ 1,000 | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Trading Days | 10 | | | | | | | | | | |
Percent of the Product of the Last Reported Sale Price, Common Shares | 98.00% | | | | | | | | | | |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 67.6819 | | | | | | | | | | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 14.78 | | | | | | | | | | |
Debt Instrument, Loss on Exchange | $ 709,000 | | $ 6,599,000 | | | | | | | | |
Debt Instrument, Fee Amount | | | | | | | 1,505,000 | | | | |
Debt Instrument, Interest Rate, Effective Percentage | 10.60% | | | | | | | | | | |
Debt Instrument, Interest Rate on Liability Component, Effective Percentage | 8.99% | | | | | | | | | | |
Debt Instrument, Non-Cash Interest Expense Recognized in the Period | $ 870,000 | | | | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 4.25% March 2026 | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Face Amount | 125,000,000 | | | | | | | | | | |
Debt Instrument, Fee Amount | (7,214,000) | | | | | | | | | | |
Debt Instrument, Net Carrying Amount | $ 117,786,000 | | | | | | | | | | |
Interest rate (as a percent) | 4.25% | | | | | | | | | | |
Debt Instrument, Increase, Accrued Interest | $ 236,000 | | | | | | | | | | |
Percent of the Applicable Conversion Price | 130.00% | | | | | | | | | | |
Last Reported Sales Price Period, Common Stock | 20 days | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | | | | | | | | | | |
Convertible Senior Notes, Percentage of Principal Required for Repurchase | 100.00% | | | | | | | | | | |
Convertible Debt, Conversion Rate of Commmon Shares, Principal | $ 1,000 | | | | | | | | | | |
Business Day Period | 5 days | | | | | | | | | | |
Debt Instrument, Convertible, Threshold Trading Days | 10 | | | | | | | | | | |
Percent of the Product of the Last Reported Sale Price, Common Shares | 98.00% | | | | | | | | | | |
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 94.6096 | | | | | | | | | | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 10.57 | | | | | | | | | | |
Capped Call Options, Outstanding | 125,000 | | | | | | | | | | |
Debt Instrument, Interest Rate, Effective Percentage | 5.40% | | | | | | | | | | |
Convertible Subordinated Debt | Convertible Senior Notes at 4.50% February 2022 | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Debt Instrument, Repurchase Amount | $ 78,850,000 | | | | | | | | | | |
Other Notes and Capital Lease Obligations | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Long-term debt | 20,904,000 | | | | | | 42,039,000 | | | | |
Senior secured revolving credit facility, due in October 2015 | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Line of Credit Facility, Fair Value of Amount Outstanding | 0 | | | | | | 20,000,000 | | | | |
Line of Credit Facility, Covenant Feature, Dominion Trigger | 6,750,000 | | | | | | | | | | |
Line of Credit Facility, Foreign Currency Fair Value of Amount Outstanding (France) | 5,916,000 | | | | | | 7,636,000 | | | | |
Line of Credit Facility, Foreign Currency Fair Value of Amount Outstanding (UK) | 4,460,000 | | | | | | 3,866,000 | | | | |
Line Of Credit Facility Gross Borrowing Base | $ 38,389,000 | | | | | | | | | | |
Minimum required undrawn balance (as a percent) | 11.25% | | | | | | | | | | |
Senior secured revolving credit facility, due in October 2015 | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) | Euro Member Countries, Euro | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Line of Credit Facility, Foreign Currency Fair Value of Amount Outstanding (France) | $ 4,900,000 | | | | | | 6,400,000 | | | | |
Senior secured revolving credit facility, due in October 2015 | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) | United Kingdom, Pounds | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Line of Credit Facility, Foreign Currency Fair Value of Amount Outstanding (UK) | 3,200,000 | | | | | | $ 2,900,000 | | | | |
Senior secured revolving credit facility, due in October 2015 | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Line of Credit Facility, Covenant Feature, Dominion Trigger | 3,750,000 | | | | | | | | | | |
Line Of Credit Facility Gross Borrowing Base | $ 17,098,000 | | | | | | | | | | |
Minimum required undrawn balance (as a percent) | 12.50% | | | | | | | | | | |
Remaining borrowing capacity | $ 30,000,000 | | | | | | | | | | |
Line of Credit Facility, Covenant Feature, Prior Limit | 10,000,000 | | | | | | | | | | |
Line of Credit Facility, Covenant Feature, Increase Limit Based on receivables | 9,000,000 | | | | | | | | | | |
Line of Credit Facility, Covenant Feature Dominion Trigger for Five Consecutive Days | $ 3,375,000 | | | | | | | | | | |
Senior secured revolving credit facility, due in October 2015 | Line of Credit | Revolving Credit and Security Agreement (North America Credit Agreement) | | | | | | | | | | | |
Debt Instrument [Line Items] | | | | | | | | | | | |
Minimum required undrawn balance (as a percent) | 12.50% | | | | | | | | | | |