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Indebtedness | 12 Months Ended
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Dec. 31, 2023
Debt Disclosure [Abstract] |
Indebtedness | 11. Indebtedness The carrying values of the Company’s outstanding debt obligations as of December 31, 2023, and 2022, were as follows:
|  | December 31, |
(U.S. Dollars, in thousands) |  | 2023 |  |  | 2022 |
Initial Term Loan |  |  |  |  |  |
Principal amount |  | $ | 100,000 |  |  | $ | — |
Unamortized original debt discount |  |  | (4,331 | ) |  |  | — |
Unamortized debt issuance costs and lenders fees |  |  | (1,312 | ) |  |  | — |
Total indebtedness from initial term loan |  |  | 94,357 |  |  |  | — |
Revolving Credit Facilities |  |  |  |  |  |
Principal amount outstanding |  |  | — |  |  |  | — |
Total indebtedness outstanding |  | $ | 94,357 |  |  | $ | — |
Current portion of long-term debt |  | $ | 1,250 |  |  | $ | — |
Long-term debt |  |  | 93,107 |  |  |  | — |
Total indebtedness outstanding |  | $ | 94,357 |  |  | $ | — |
The Company paid cash related to interest of $5.8 million, $1.4 million, and $1.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Financing Agreement On November 6, 2023, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC, as administrative agent and collateral agent (the “Agent”), and certain lenders party thereto. The Financing Agreement provides for a $100.0 million senior secured term loan (the “Initial Term Loan”), a $25.0 million senior secured delayed draw term loan facility (the “Delayed Draw Term Loan”) which, subject to certain conditions specified in the Financing Agreement, may be drawn on or prior to March 30, 2024, and a $25.0 million senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Initial Term Loan and the Delayed Draw Term Loan, the “Credit Facilities”), each of which mature on November 6, 2027. In connection with entering into the Financing Agreement, the Company repaid in full amounts outstanding and terminated all commitments under the Company’s prior $175 million senior secured revolving credit facility evidenced by that certain Second Amended and Restated Credit Agreement, dated as of October 25, 2019, among the Company, certain subsidiaries of the Company as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, supplemented or otherwise modified, the “Prior Credit Agreement”). The Initial Term Loan was fully funded on the effective date of November 6, 2023. As of December 31, 2023, the Company had no t made any borrowings under the Delayed Draw Term Loan or the Revolving Credit Facility. However, on January 10, 2024, the Company borrowed $15.0 million under the Revolving Credit Facility, which remains outstanding as of the date of this filing. Borrowings under the Financing Agreement were and may be used for, among other things, the repayment in full of the Prior Credit Agreement, working capital and other general corporate purposes of the Company. Borrowings under the Credit Facilities bear interest at a floating rate, which will be, at the Company’s option, either the three-month SOFR rate (subject to a floor of 3.00% and a credit spread adjustment of 0.26161%) (the “Adjusted Term SOFR Rate”) plus an applicable margin of 7.25%, or a base rate plus an applicable margin of 6.25%. A revolving unused line fee of 2.00% is payable monthly in arrears based on the average amount of the undrawn portion of each lender’s revolving credit commitments under the Revolving Credit Facility for the preceding month. A delayed draw unused fee equal to the Adjusted Term SOFR Rate plus a margin of 1.00% is payable monthly in arrears based on the average amount of the undrawn portion of each lender’s delayed draw term loan commitments in respect of the Delayed Draw Term Loan for the preceding month. Certain of the Company’s existing and future material subsidiaries (collectively, the “Guarantors”) are required to guarantee the repayment of the Company’s obligations under the Financing Agreement. The obligations of the Company and each of the Guarantors with respect to the Financing Agreement are secured by a pledge of substantially all assets of the Company and each of the Guarantors, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries. The Financing Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness, and enter into affiliate transactions. In addition, the Financing Agreement contains financial covenants requiring the Company to maintain a minimum level of liquidity at all times, a maximum consolidated leverage ratio (measured on a quarterly basis), and a minimum asset coverage ratio (measured on a monthly basis). The Financing Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Credit Facilities may be accelerated and/or the lenders’ commitments terminated. The Financing Agreement contains customary representations and warranties of the Company and the Guarantors. These representations and warranties have been made solely for the benefit of the Agent and the lenders party to the Financing Agreement and such representations and warranties should not be relied on by any other person, including investors. In addition, such representations and warranties (i) have been qualified by disclosures made to the Agent and the lenders in connection with the agreement, (ii) are subject to the materiality standards contained in the agreement which may differ from what may be viewed as material by investors and (iii) were made only as of the date of the agreement or such other date as is specified in the agreement. In conjunction with obtaining the Financing Agreement, the Company paid $2.0 million in debt issuance costs and lenders fees. These costs have been allocated amongst each of the Initial Term Loan, Delayed Draw Term Loan, and Revolving Credit Facility and are being amortized over the life of the Financing Agreement. Capitalized debt issuance costs attributable to the Delayed Draw Term Loan and Revolving Credit Facility are included in other long-term assets, net of accumulated amortization, whereas capitalized debt issuance costs associated with the Initial Term Loan are recognized as a direct reduction of the outstanding indebtedness. As of December 31, 2023, and December 31, 2022, debt issuance costs associated with all credit facilities (whether the Financing Agreement or the Prior Credit Agreement), net of accumulated amortization, were $1.9 million and $0.7 million, respectively. Debt issuance costs amortized or expensed totaled $1.3 million, $0.4 million, and $0.4 million for each of the years ended December 31, 2023, 2022, and 2021, respectively. Prior Credit Agreement As disclosed above, on October 25, 2019, the Company, and certain of its wholly-owned subsidiaries (collectively with the Company, the “Borrowers”), as borrowers, and certain material subsidiaries of the Company as guarantors, entered into the Prior Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lender parties thereto. The Prior Credit Agreement provided for a $300.0 million secured revolving credit facility, amending and restating the revolving credit facility that previously existed with such lenders. The Prior Credit Agreement had a maturity date of October 25, 2024. On March 1, 2023, the Amended Credit Agreement and the Facility were amended to replace London Inter-Bank Offered Rate ("LIBOR")-based pricing with Secured Overnight Financing Rate ("SOFR")-based pricing. On June 13, 2023, the Company entered into a Limited Consent, Limited Waiver and Second Amendment to the Original Credit Agreement (the "Consent and Amendment"). Under the terms of the Consent and Amendment, the parties agreed to reduce the size of the secured revolving credit facility, off of which certain fees are based, from $300.0 million to $175.0 million, and to increase the applicable interest rate in certain circumstances. On January 3, 2023, the Company borrowed $30.0 million for working capital purposes, including to fund certain Merger-related expenses, under the Prior Credit Agreement. Subsequently, the Company borrowed an additional $49.0 million to fund working capital needs whereby, as of the effective date of the Financing Agreement, the Company had $79.0 million in principal amount of borrowings outstanding under the Prior Credit Agreement. In connection with entering into the Financing Agreement, the Company repaid in full all amounts outstanding and terminated all commitments under the Prior Credit Agreement. Italian Line of Credit The Company has an unused available Italian line of credit of €5.5 million ($6.1 million and $5.9 million) at December 31, 2023, and 2022, respectively. This unsecured line of credit provides the Company the option to borrow amounts in Italy at interest rates determined at the time of borrowing.

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