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Debt | 9 Months Ended
--- | ---
Sep. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Debt consists of the following (in thousands):
| September 30, 2025 |  | December 31, 2024
Term Loan Facility | $ | 190,000 |  |  | $ | 190,000 |
Revolving Credit Facility | 30,000 |  |  | 30,000 |
Convertible Senior Notes | — |  |  | 100,000 |
1.40% Sparkasse Zollernalb (KFW Loan 2) | — |  |  | 195 |
Total principal debt | 220,000 |  |  | 320,195 |
Less: Unamortized debt issuance costs(a) | (5,131) |  |  | (5,848) |
Total debt | 214,869 |  |  | 314,347 |
Less: Current portion of long-term debt | — |  |  | (195) |
Long-term debt, net | $ | 214,869 |  |  | $ | 314,152 |
(a) Additional unamortized debt issuance costs totaling $1.6 million and $1.7 million related to the Revolving Credit Facility are included in “Other long-term assets” in the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively. Additional unamortized debt issuance costs totaling $1.1 million related to the New Delayed Draw Term Loan Facility is included in “Other long-term assets” in the Condensed Consolidated Balance Sheets as of September 30, 2025 as a result of the Amendment discussed below. Our liquidity needs arise from the funding of our cost of operations and capital expenditures and from debt service on our indebtedness. We believe that cash generated from operations, together with amounts available under our Term Loan Facilities, as defined below, will be adequate to permit us to meet our obligations over the next twelve months from the date of this report. Credit Facilities On January 18, 2024 we entered into a credit and guaranty agreement with Ares Management Credit funds for $350.0 million of senior secured, interest-only, credit facilities, consisting of a $190.0 million secured term loan facility (the “Term Loan Facility”), a $100.0 million secured delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Term Loan Facility, the “Term Loan Facilities”) and a $60.0 million “senior-priority” secured revolving credit facility which has a priority claim ahead of the other secured facilities (the “Revolving Credit Facility” and, together with the Term Loan Facilities, the “Credit Facilities”). Upon closing, we borrowed $190.0 million under the Term Loan Facility and $30.0 million under the Revolving Credit Facility. The proceeds of the borrowings were used along with cash on hand to pay off our previously existing credit agreement (the “Old Credit Facilities” as defined below) and pay related fees and expenses. The remaining $30.0 million of undrawn availability under the Revolving Credit Facility as of September 30, 2025 may be drawn for working capital, capital expenditures, and other general corporate purposes. The Delayed Draw Term Loan Facility remained undrawn and was terminated on July 2, 2025 as we entered into separate, privately negotiated exchange agreements with the Holders of the Convertible Senior Notes as discussed below. On September 12, 2025 (the “Second Amendment Effective Date”) we entered into a Second Amendment to the credit and guaranty agreement (the “Amendment”), with Ares Management Credit funds, which amends the credit and guaranty agreement dated as of January 18, 2024. The Amendment provides for (i) an extension of the maturity date of the existing term loans (the “Existing Term Loan Facility”) and the existing revolving credit facility (the “Existing Revolving Credit Facility”) under the Credit Agreement by one year to January 18, 2031, (ii) a reduction in the interest rate margin applicable to the Existing Term Loan Facility and the Existing Revolving Credit Facility and (iii) a new $150.0 million secured delayed draw term loan facility (the “New Delayed Draw Term Loan Facility” and, together with the Existing Term Loan Facility, the “Term Loan Facilities”). Subject to the satisfaction of a specified maximum total net leverage ratio and other customary conditions, we may borrow under the New Delayed Draw Term Loan Facility at any time and from time to time on or prior to September 12, 2027. The proceeds of borrowings under the Delayed Draw Term Loan Facility may be used to fund permitted acquisitions (including any earnouts and other similar payments in connection therewith), other investments permitted by the Credit Agreement and capital expenditures, among other things. Loans borrowed under the New Delayed Draw Term Loan Facility will have the same terms and interest rate margins as the loans under the Existing Term Loan Facility. Ranking; Guarantees The Credit Facilities are secured by a security interest in substantially all existing and after-acquired real and personal property (subject to certain exceptions and exclusions) of us and the Guarantors. Maturity and Prepayment The final scheduled maturity date of the amended Credit Facilities is January 18, 2031. There are no scheduled repayments of principal required to be made prior to the final maturity date. We have the right to prepay loans under the Credit Agreement in whole or in part at any time, provided that any prepayment of loans under the Term Loan Facilities (or loans under the Revolving Credit Facility to the extent of reducing the balance of outstanding loans below $30.0 million) will be subject to a prepayment premium of 1.00% if the prepayment occurs prior to July 18, 2027. Amounts repaid in respect of loans under the Term Loan Facilities may not be reborrowed. Covenants The Credit Facilities contain certain customary affirmative and negative covenants, including covenants that limit our ability and the ability of our subsidiaries to, among other things, grant liens, incur debt, dispose of assets, make loans and investments, make acquisitions, make certain restricted payments (including cash dividends), merge or consolidate, change business or accounting or reporting practices, in each case subject to customary exceptions for a credit facility of this size and type. The covenants include a financial maintenance covenant that requires the company’s total net leverage ratio, as defined in the agreement, to be not greater than 6.25x for the test periods from the second quarter of fiscal year 2024 through the fourth quarter of fiscal year 2024 and not greater than 5.75x from the first quarter of fiscal year 2025 and thereafter. As of September 30, 2025 we are in compliance with our debt covenants. Interest On and after the Second Amendment Effective Date, the Revolving Credit Facility bears interest, at our option, at a floating annual rate equal to either the base rate plus a margin of 2.50%, or the Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.50%. In addition, we will be required to pay fees of 0.50% per annum on the daily unused amount of the Revolving Credit Facility and 1.00% per annum on the daily unused amount of the New Delayed Draw Term Loan Facility. The Term Loan Facilities initially bear interest, at our option, at a floating annual rate equal to either the base rate plus a margin of 3.75%, or SOFR plus a margin of 4.75%. As of September 30, 2025 the stated and effective interest rate for the Term Loan Facility was 9.04% and 9.70%, respectively. As of September 30, 2025 the stated interest rate was 7.79% per annum for the Revolving Credit Facility. Convertible Senior Notes On June 18, 2020 we issued $100.0 million aggregate principal amount of 4.25% Convertible Senior Notes with a maturity date of July 1, 2025 (the “Convertible Senior Notes”). The net proceeds from this offering, after deducting initial purchasers’ discounts and costs directly related to this offering, were approximately $96.5 million. On January 1, 2021 we adopted ASU 2020-06 and adjusted the carrying balance of the Convertible Senior Notes to notional. In May 2025 we entered into separate, privately negotiated exchange agreements (“Exchange Agreements”) with the Holders of the Convertible Senior Notes. The transactions contemplated by the Exchange Agreements closed on May 28, 2025. Under the terms of the Exchange Agreements, the Holders exchanged an aggregate principal amount of approximately $99.5 million of the Convertible Senior Notes held by the Holders in exchange for an aggregate of 4,334,347 shares of our common stock. In addition, pursuant to the Exchange Agreements, we made a cash payment of approximately $1.7 million to the Holders in respect of accrued and unpaid interest on the exchanged Convertible Senior Notes. The remaining $0.5 million in aggregate principal amount of the Convertible Senior Notes were settled on July 1, 2025 resulting in the issuance of 19,605 shares of our common stock. The Delayed Draw Term Loan Facility was terminated on July 2, 2025 after all of the Convertible Senior Notes were settled. The Convertible Senior Notes could have been settled in cash, stock, or a combination thereof, solely at our discretion. The initial conversion rate of the Convertible Senior Notes is 42.6203 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $23.46 per share, subject to adjustments. We used the if-converted method for assumed conversion of the Convertible Senior Notes for the diluted earnings per share calculation in periods prior to inducement. Interest expense recognized on the Convertible Senior Notes includes approximately $2.1 million for the aggregate of the contractual coupon interest and the amortization of the debt issuance costs during the nine months ended September 30, 2025, as compared to $3.7 million during the nine months ended September 30, 2024. We did not incur interest expense for the three months ended September 30, 2025 due to the Convertible Senior Notes settlement in July 2025, as discussed above. We incurred $1.2 million of interest expense on the Convertible Senior Notes for the three months ended September 30, 2024. Interest on the Convertible Senior Notes began accruing upon issuance and was payable semi-annually. As a result of the Exchange Agreements, we recorded $2.7 million of convertible debt inducement expense, which is the fair value of the additional consideration transferred and included in Losses on inducement/extinguishment of debt, in our Condensed Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2025. Old Credit Facilities and Loss on Extinguishment of Debt Our Old Credit Facilities, entered into on December 1, 2017, provided for a $255.0 million senior secured credit facility, consisting of a $225.0 million secured term loan facility (the “Old Term Loan Facility”) and a $30.0 million secured revolving credit facility (the “Old Revolving Credit Facility”). The maturity dates of both our Term Loan and Revolving Credit Facility, as amended, were June 1, 2027 and June 1, 2025, respectively, subject to earlier springing maturities as defined. In connection with the proceeds received from our new Credit Facilities, we repaid all outstanding amounts under the Old Credit Facilities and recorded a loss on extinguishment of debt of $3.7 million, primarily comprised of the write-off of unamortized debt issuance costs, in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2024. Debt Discount and Debt Issuance Costs In connection with the Amendment, we capitalized $0.5 million in debt issuance costs under the Existing Term Loan Facility, $0.2 million in other long-term assets under the Existing Revolving Credit Facility, and $1.1 million in other long-term assets under the New Delayed Draw Term Loan Facility. Non-cash amortization of debt issuance costs and debt discounts for our Credit Facilities, Convertible Senior Notes, and Old Credit Facilities totaled $0.4 million and $1.4 million for the three and nine months ended September 30, 2025, respectively, as compared to $0.5 million and $1.6 million for the three and nine months ended September 30, 2024, respectively, and are reflected in other non-cash adjustments in the Condensed Consolidated Statements of Cash Flows.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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