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DEBT | 9 Months Ended
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Sep. 30, 2025
Debt Disclosure [Abstract] |
DEBT | DEBT Convertible Senior Notes 2025 Notes On July 24, 2020, the Company issued $575.0 million aggregate principal amount of its 0.50% Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) in a private placement. The 2025 Notes accrued interest at a rate of 0.50% per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 Notes matured on July 15, 2025. The conversion rate of the 2025 Notes was 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $461.19 per share). On July 15, 2025, the Company repaid the $95.3 million outstanding principal amount of the 2025 Notes upon maturity in cash plus $0.2 million of accrued interest. Upon this repayment, the 2025 Notes were extinguished and repaid in full and the Company has no further obligations with respect to the 2025 Notes. In the first quarter of 2025, the Company repurchased approximately $20.0 million of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $19.7 million in cash plus an immaterial amount of accrued and unpaid interest. The repurchase resulted in a $0.3 million gain on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and comprehensive income. In the second quarter of 2024, the Company repurchased approximately $161.3 million in principal amount of the 2025 Notes for $151.7 million plus accrued and unpaid interest of approximately $0.3 million. As a result of the repurchase, the Company recognized a gain on the extinguishment of $9.6 million and a loss on the write-off of unamortized debt issuance costs of $1.0 million, both of which are included in interest (expense) income, net in the consolidated statements of operations and comprehensive income. In the third quarter of 2024, the Company repurchased approximately $7.6 million in principal amount of the 2025 Notes for $7.2 million. As a result of the repurchase, the Company recognized a gain on the extinguishment of $0.5 million and an immaterial loss on the write-off of unamortized debt issuance costs, both of which are included in interest expense, net in the consolidated statements of operations and comprehensive income. Additionally, during 2023, the Company repurchased $290.8 million in principal amount of the 2025 Notes. Under the terms of the 2025 Notes, on or after March 13, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Notes, holders of the 2025 Notes could convert all or a portion of their 2025 Notes. There were no conversions in the third quarter of 2025. In the first nine months of 2025, the Company recorded interest expense on the 2025 Notes of $0.6 million which consisted of $0.3 million associated with the 0.50% coupon rate and $0.3 million associated with the amortization of the debt issuance costs. In the first nine months of 2024, the Company recorded interest expense on the 2025 Notes of $1.6 million which consisted of $0.8 million associated with the 0.50% coupon rate and $0.8 million associated with the amortization of the debt issuance costs. Convertible Note Hedge and Warrant Transactions 2020 Hedge and Warrants On July 24, 2020, in connection with the issuance of the 2025 Notes, the Company entered into Convertible Note Hedge (the “2020 Hedge”) and warrant transactions with respect to the Company’s common stock. The 2020 Hedge transactions cover 1.2 million shares of the Company’s common stock, the same number of shares initially underlying the 2025 Notes, and are exercisable upon any conversion of the 2025 Notes. The 2020 Hedge transactions were expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2020 Hedge transactions, was greater than the strike price of the 2020 Hedge transactions, which initially corresponded to the initial conversion price of the 2025 Notes, or approximately $461.19 per share of common stock. The 2020 Hedge transactions expired on July 15, 2025 upon the maturity of the 2025 Notes. On July 24, 2020, the Company sold to the counterparties, warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $709.52 per share, which represents a premium of 100% over the last reported sale price of the common stock of $354.76 on July 21, 2020. If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash. The 2020 Warrants expire between October 15, 2025 and February 11, 2026. 2021 Credit Facility On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $200.0 million revolving credit facility (the “Revolving Facility”), which was set to mature on September 15, 2026, and a $250.0 million delayed draw term loan facility (the “2021 Term Loan” and together with the Revolving Facility, the “Credit Facility”), which was set to mature on September 15, 2028. On August 21, 2025, the Company repaid the $242.5 million outstanding principal amount of the 2021 Term Loan in cash plus $1.2 million of accrued interest. The repayment resulted in a $0.4 million loss on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and comprehensive income. The Company also terminated the Revolving Facility on August 21, 2025. In the first nine months of 2025, the Company recorded interest expense related to its Revolving Facility of $1.3 million which consisted of $0.7 million in unused commitment fees and $0.6 million associated with the amortization of the debt issuance costs. In the first nine months of 2025, the Company recorded interest expense related to the 2021 Term Loan of $13.2 million associated with borrowings bearing interest at the SOFR option rate. In the first nine months of 2024, the Company recorded interest expense related to its Revolving Facility of $1.3 million which consisted of $0.6 million in unused commitment fees and $0.7 million associated with the amortization of the debt issuance costs. In the first nine months of 2024, the Company recorded interest expense related to the 2021 Term Loan of $17.3 million associated with borrowings bearing interest at the SOFR option rate. 2024 Term Loan On March 27, 2024, the Company entered into a $175.0 million first lien term loan facility (the “2024 Term Loan”), which was set to mature on March 27, 2031. The Company drew $125.0 million of the 2024 Term Loan upon closing and drew the remaining $50.0 million on March 27, 2025. The Company incurred fees of $0.5 million in the first quarter of 2025 in connection with the $50.0 million delayed draw. On August 21, 2025, the Company repaid the $160.3 million outstanding principal amount of the 2024 Term Loan in cash plus $0.9 million of accrued interest. The repayment resulted in a $6.7 million loss on the extinguishment of debt which is included in interest expense, net in the consolidated statement of operations and income. In the first nine months of 2025, the Company recorded interest expense related to the 2024 Term Loan of $10.3 million which consisted of $9.4 million associated with borrowings bearing interest based on the SOFR rate, $0.2 million associated with unused commitment fees, $0.4 million associated with the amortization of debt issuance costs, and $0.3 million associated with the accretion of the original issue discount. In the first nine months of 2024, the Company recorded interest expense related to the 2024 Term Loan of $8.0 million which consisted of $7.2 million associated with borrowings bearing interest based on the SOFR rate, $0.4 million associated with unused commitment fees, $0.2 million associated with the amortization of debt issuance costs, and $0.2 million associated with the accretion of the original issue discount. 2025 Credit Facility On August 21, 2025, the Company entered into a credit agreement (the “2025 Credit Agreement”), consisting of a $75.0 million revolving credit facility (the “2025 Revolving Facility”), which matures on August 21, 2030, and a $400.0 million term loan facility (the “2025 Term Loan” and together with the 2025 Revolving Facility, the “2025 Credit Facility”), which matures on August 21, 2030. The proceeds of the 2025 Credit Facility will be used to refinance the 2021 Credit Facility and 2024 Term Loan, for working capital and general corporate purposes, and any other purpose not prohibited by the credit agreement. As of September 30, 2025, the Company had $400.0 million borrowings outstanding under the 2025 Term Loan bearing interest based on the Secured Overnight Financing Rate ("SOFR") of 8.66% and had no borrowings under the 2025 Revolving Facility. As of September 30, 2025, borrowings of $4.0 million under the 2025 Term Loan Facility are recorded as current portion of long-term debt on the consolidated balance sheet. The full amount of the 2025 Revolving Facility will be available on a same-day basis, with respect to base rate loans and upon advance notice with respect to SOFR rate loans, subject to customary terms and conditions. Under certain conditions, the Company will be permitted to add one or more term loans and/or increase revolving or term loan commitments under the Credit Facility by an amount set at the greater of $58.0 million and 50% of consolidated EBITDA (subject to adjustments for certain prepayments), plus an unlimited amount provided that the first lien net leverage ratio does not exceed 3.10 to 1.00. Additionally, up to $30.0 million of the 2025 Revolving Facility will be available for the issuance of letters of credit. The Company’s borrowings under the 2025 Credit Facility bear interest at annual rates that, at the Company’s option, will be either: •a base rate generally defined as the sum of (i) the greater of (a) the prime rate of Bank of America, (b) the federal funds effective rate plus 0.5% and (c) the Benchmark rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0% and (ii) an applicable percentage of 2.00% to 2.50% for loans under the 2025 Revolving Facility and 3.50% for loans under the 2025 Term Loan Facility (3.25% upon achievement of a corporate family rating of B2 (stable) or better from Moody’s), in each case, based on a first lien net leverage ratio; or •a Benchmark rate generally defined as the sum of (i) Term SOFR and (ii) an applicable percentage of 3.00% to 3.50% for loans under the 2025 Revolving Facility and 4.50% for loans under the 2025 Term Loan Facility (4.25% upon achievement of a corporate family rating of B2 (stable) or better from Moody’s), in each case, based on a first lien net leverage ratio. Interest on the Company’s borrowings is payable quarterly in arrears for base rate loans and on the last day of each interest rate period (but not less often than three months) for SOFR rate loans. The 2025 Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 5.00 to 1.00. The financial covenant will be tested only if the loans and certain other obligations under the 2025 Revolving Facility exceed $20.0 million as of the last date of any fiscal quarter. In addition, the 2025 Credit Facility contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type. The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in credit agreements of this type. The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the 2025 Term Loan Facility with the net cash proceeds from certain disposition of assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the 2025 Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0% soft call premium applicable during the first 6 months following the closing date. The Company was in compliance with all covenants at September 30, 2025. The 2025 Credit Facility requires the Company and certain of its subsidiaries to pledge as collateral, subject to certain customary exclusions, substantially all of its assets, including 100% of the equity in certain domestic subsidiaries and 65% of the voting equity, and 100% of the non-voting equity, in certain foreign subsidiaries. The obligations under the 2025 Credit Facility are unconditionally guaranteed on a senior basis by the Company's material domestic subsidiaries, which guaranties are secured by the collateral. With respect to the 2025 Revolving Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the 2025 Revolving Facility equal to an applicable percentage of 0.25% to 0.38% per annum based on a first lien net leverage ratio. The Company is required to pay a letter of credit participation fee and a letter of credit fronting fee quarterly in arrears. The letter of credit participation fee is based upon the aggregate face amount of outstanding letters of credit at an applicable percentage of 3.0% to 3.5% based on a first lien net leverage ratio. The letter of credit fronting fee is 0.125% per annum on the face amount of each letter of credit. In addition to the remaining unamortized debt issuance costs associated with the 2021 Credit Facility, debt issuance costs of $1.4 million related to the 2025 Revolving Facility are being amortized to interest expense over the life of the 2025 Revolving Facility. With respect to the 2025 Term Loan Facility, the Company incurred financing costs of $8.6 million upon closing of which approximately $0.8 million was expensed. The remaining $3.9 million of debt issuance costs related to the 2025 Term Loan Facility and $3.9 million of the original issue discount paid on the 2025 Term Loan Facility are being amortized to interest expense over the life of the term loan. In the first nine months of 2025, the Company recorded interest expense related to its 2025 Revolving Facility of $0.1 million which consisted of an $0.1 million amount in unused commitment fees and an immaterial amount associated with the amortization of the debt issuance costs. In the first nine months of 2025, the Company recorded interest expense related to the 2025 Term Loan of $4.2 million which consisted of $4.0 million associated with borrowings bearing interest based on the SOFR rate, $0.1 million associated with the amortization of debt issuance costs, and $0.1 million associated with the accretion of the original issue discount. A summary of the gross carrying amount, debt issuance costs, original issue discount, and net carrying value of the 2025 Term Loan in the September 30, 2025 consolidated balance sheet, are as follows (in thousands):
| September 30, 2025 |  |
Current Portion |  |  |
Gross carrying amount | $ | 4,000 |  |  |
Debt issuance costs | 26 |  |  |
Unamortized original issue discount | 38 |  |  |
Net carrying amount | $ | 3,936 |  |  |
Long-term Portion |  |  |
Gross carrying amount | $ | 396,000 |  |  |
Debt issuance costs | 3,796 |  |  |
Unamortized original issue discount | 3,834 |  |  |
Net carrying amount | $ | 388,370 |  |  |

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