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DEBT | 12 Months Ended
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Dec. 31, 2024
DEBT |
DEBT | 10.DEBT Credit Agreement On March 31, 2020, the Company entered into a credit agreement (the “Previous Credit Agreement”) with a bank consisting of a $175,000 term loan (the “Previous Term Loan”) and a $100,000 committed line of credit (the “Previous Line of Credit”). On March 8, 2022, the Company entered into the Second Amendment to Credit Agreement (the “Second Amendment”), with a banking syndicate, which amended the Previous Credit Agreement, providing for, among other modifications, (i) a new term loan in the aggregate amount of $50,000 (the “Term Loan”); (ii) an extension of the maturity date of the revolving facility (the “Line of Credit”) from March 2025 to March 2027; (iii) an increase in the Line of Credit commitment from $100,000 to $200,000; (iv) the Company’s option to select an applicable interest rate at either the bank base rate plus an applicable margin (the “New Base Rate Option”) or Secured Overnight Financing Rate (“SOFR”) plus an applicable margin (the “SOFR Option”); (v) modifications to the financial covenant performance levels which determine applicable margins; and (vi) modifications to certain covenants and events of default. Net proceeds from the Term Loan were used to fund ongoing working capital, capital expenditures, permitted distributions, permitted acquisitions, and general corporate purposes of the Company and its subsidiaries. The Company paid $983 in financing costs in connection with the Second Amendment during 2022, which are amortizing over the remaining term of the Credit Agreement. The Company wrote off $370 in deferred financing fees pertaining to the Previous Credit Agreement associated with a bank exiting the Second Amendment. The remaining balance of deferred financing costs of $277 pertaining to the remaining bank associated with the Previous Credit Agreement are amortizing over the remaining term of the Credit Agreement. The portion of the deferred financing costs associated with the Line of Credit is reflected in other assets in the consolidated balance sheets at December 31, 2024 and 2023. The portion of the deferred financing costs associated with the Term Loan is reflected as a reduction of the Term Loan in the consolidated balance sheets at December 31, 2023. ​ On December 12, 2023, the Company entered into the Third Amendment to Credit Agreement (the “Third Amendment” and collectively with the Previous Credit Agreement and the Second Amendment, the “Credit Agreement”), with the existing banking syndicate, which provided funding for a proposed acquisition. On January 14, 2024, the Company withdrew its public tender offer related to the proposed acquisition. Certain provisions under the Third Amendment expired on April 30, 2024. The majority of the provisions provided by the Third Amendment were contingent upon the completion of the proposed acquisition, and therefore, immediately reverted to the terms of the Second Amendment due to the withdrawal of the public tender offer. ​ The Company incurred $1,112 in financing costs in connection with the Third Amendment during 2023, which are amortizing over the remaining term of the Credit Agreement. The portion of the deferred financing costs associated with the Line of Credit are reflected in other assets in the consolidated balance sheets at December 31, 2024. The portion of the deferred financing costs associated with the Line of Credit and the Term Loan are reflected in other assets, and as a reduction of the Term Loan, respectively, in the consolidated balance sheets at December 31, 2023. ​ On April 19, 2024, the Company entered into the Fourth Amendment to the Credit Agreement (the “Fourth Amendment”) with a banking syndicate, which provided for, among other things, amendments to certain definitions. ​ On November 4, 2024, the Company entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”), with a banking syndicate, which provided for, among other modifications, an increase in the Line of Credit commitment from $200,000 to $300,000 and an extension of the maturity date to November 4, 2029. ​ The Company incurred $1,167 in financing costs in connection with the Fifth Amendment during 2024, which are amortizing over the term of the Credit Agreement. The portion of the deferred financing costs associated with the Line of Credit are reflected in other assets in the consolidated balance sheets at December 31, 2024. Outstanding borrowings under the Credit Agreement are collateralized by nearly all of the assets of the Company and contain financial and operating covenants. The Company was in compliance with these covenants at December 31, 2024 and 2023. The Credit Agreement also limits the declaration or payment of certain dividends, not to exceed, from and after the Credit Agreement closing date, the greater of (i) $15,000 and (ii) 15% of Consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended test period. Line of Credit The Line of Credit expires in March 2029. The Company is required to pay a quarterly fee on the difference between the $300,000 allowed maximum borrowings and the unpaid principal balance outstanding under the Line of Credit at the applicable rate. At December 31, 2024, the New Base Rate Option and SOFR Option applicable to the Line of Credit borrowings were 8.00% and 5.99%, respectively. There were no outstanding borrowings under the Line of Credit at December 31, 2024 or 2023. Term Loan On May 10, 2024, the Company repaid the outstanding Term Loan balance of $46,332, which included $82 of interest. The Company also wrote off $276 in deferred financing fees pertaining to the Term Loan. The Term Loan required quarterly principal payments over five years, with a balloon payment due on March 8, 2027. The interest rate on the Term Loan was 6.46% at December 31, 2023, as the Company selected the SOFR Option. Outstanding borrowings under the Term Loan were $46,875 at December 31, 2023 and are reported in current portion of long-term debt and long-term debt, net of current portion, in the consolidated balance sheets. Indenture and Notes ​ On April 26, 2024, the Company closed its offering of $345,000 aggregate principal amount of 0.750% Convertible Senior Notes due 2029 (the “Notes”) to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes, issued on April 26, 2024, include an additional $45,000 aggregate principal amount of Notes, issued pursuant to the full exercise by the initial purchasers of the Notes of their option to purchase additional Notes. The Notes are the senior, unsecured obligations of the Company and are (i) ranked equal in right of payment with the Company’s senior unsecured indebtedness, (ii) senior in right of payment to the Company’s indebtedness that is expressly subordinated to the Notes, (iii) effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and (iv) structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. ​ The Notes bear interest at a rate of 0.750% per annum on the principal amount thereof, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2024. The Notes will mature on May 1, 2029 (the “maturity date”), unless earlier repurchased, redeemed or converted in accordance with their terms. On November 1, 2028, and thereafter, holders may convert their Notes anytime at their election, until the close of business on the second scheduled trading day immediately before the maturity date. Before November 1, 2028, holders have the right to convert their Notes only upon the occurrence of the following events: ​
| ● | During any calendar quarter after June 30, 2024 if the closing price of the Company's common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding calendar quarter is more than 130% of the then applicable conversion price (effectively $47.21) for the Notes per share of common stock.
| ● | During the five business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of Notes, as determined following a request by a holder of Notes, for each day of that period was less than 98% of the product of the closing price of the Company’s common stock and the then applicable conversion rate.
| ● | If the Company calls any or all of the Notes for redemption, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the Notes are not otherwise convertible at such time.
| ● | If specified distributions to holders of the Company’s common stock are made or specified corporate events occur.
​ As of December 31, 2024, the last reported sale price of the Company’s Class A common stock for at least 20 trading days during the 30 consecutive trading days ending on, and including, December 31, 2024, was greater than or equal to 130% of the conversion price of the Notes on each applicable trading day. Therefore, the Notes are convertible at the option of the holders of the Notes during the first quarter of 2025. ​ If a holder converts upon a make-whole fundamental change (as defined in the Indenture) or Company redemption, the holder may be eligible to receive a make-whole premium through an increase to the conversion rate. ​ Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock at the Company’s election. The initial conversion rate for the Notes is 27.5315 shares of Class A common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $36.32 per share of Class A common stock and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. ​ The net proceeds from the offering of the Notes were $333,716, after deducting the initial purchasers’ discount and commissions, and other transaction and offering expenses. The Company used $42,366 of the net proceeds from this offering to fund the cost of the Capped Call Transactions (as defined below) and intends to use the remainder for working capital or other general corporate expenses, which may include capital expenditures, potential acquisitions, and strategic transactions. Capped Call Transactions ​ In connection with the pricing of the Notes on April 23, 2024, the Company entered into privately negotiated capped call transactions (the “Base Capped Calls”) with certain financial institutions (together, the “Option Counterparties”). In connection with the exercise of the option to purchase the additional Notes in full, the Company entered into additional capped call transactions with the Option Counterparties (together, the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”). The cap price of the Capped Call Transactions will initially be $55.88 per share of Class A common stock, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of the Notes and/or to offset any cash payments the Company is required to make in excess of the principal amount of the converted Notes, as the case may be, upon any conversion of the Notes. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, approximately 12,348 shares of the Company’s common stock. The cost of the Capped Call Transactions was $42,366, which was included in additional paid-in capital, net of tax, in the consolidated balance sheets, with no remeasurement in subsequent periods as it meets the conditions for equity classification. ​ Our indebtedness at December 31, 2024 and 2023 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | As of December 31, 2024 | ​ | As of December 31, 2023
​ | ​ | Principal Amount | ​ | ​ | Discounts and Deferred Financing Costs | ​ | ​ | Net Carrying Amount | ​ |  | Principal Amount | ​ | ​ | Discounts and Deferred Financing Costs | ​ | ​ | Net Carrying Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Term Loan | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 2,500 | ​ | $ | — | ​ | $ | 2,500
Current portion of long-term debt | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,500 | ​ | ​ | — | ​ | ​ | 2,500
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Term Loan | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 44,375 | ​ | ​ | (316) | ​ | ​ | 44,059
Debt, net of current portion | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 44,375 | ​ | ​ | (316) | ​ | ​ | 44,059
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Convertible senior notes, non-current | ​ | 345,000 | ​ | ​ | (9,780) | ​ | ​ | 335,220 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Total debt | $ | 345,000 | ​ | $ | (9,780) | ​ | $ | 335,220 | ​ | $ | 46,875 | ​ | $ | (316) | ​ | $ | 46,559
​ Our interest expense related to the Notes is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | For the year ended December 31, | ​
​ | ​ | ​ | ​ | 2024 | ​ | ​ | 2023 | ​
Contractual interest expense | ​ | ​ | $ | 1,761 | ​ | $ | — | ​
Amortization of issuance costs | ​ | ​ | ​ | 1,505 | ​ | ​ | — | ​
Total interest expense, convertible senior Notes | ​ | ​ | $ | 3,266 | ​ | $ | — | ​
​ Principal debt maturities under the Credit Agreement and Notes for the next five years and thereafter are as follows as of December 31, 2024: ​
​ | ​ | ​ | ​
Year Ending December 31, | ​ | ​ | ​
2025 | ​ | $ | —
2026 | ​ | ​ | —
2027 | ​ | ​ | —
2028 | ​ | ​ | —
2029 and thereafter | ​ | ​ | 345,000
Total debt, net of financing costs | ​ | $ | 345,000
​

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