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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt (As Restated)
Financing Arrangements
2022 Credit Facility
On July 12, 2022, the LLC entered into the Third Amended and Restated Credit Agreement (the "2022 Credit Facility") to amend and restate the 2021 Credit Facility. The 2022 Credit Facility provides for revolving loans, swing line loans and letters of credit ("the 2022 Revolving Line of Credit") up to a maximum aggregate amount of $600 million ("the 2022 Revolving Loan Commitment") and a $400 million term loan (the “2022 Term Loan”). The 2022 Term Loan requires quarterly payments ranging from $2.5 million to $7.5 million, commencing September 30, 2022, with a final payment of all remaining principal and interest due on July 12, 2027, which is the 2022 Term Loan’s maturity date. All amounts outstanding under the 2022 Revolving Line of Credit will become due on July 12, 2027, which is the termination date of the 2022 Revolving Loan Commitment. The 2022 Credit Facility also permits the LLC, prior to the applicable maturity date, to increase the Revolving Loan Commitment and/or obtain additional term loans in an aggregate amount of up to $250 million, subject to certain restrictions and conditions. On the closing date for the 2022 Credit Facility, the 2022 Term Loan was advanced in full and the initial borrowings outstanding under the 2022 Revolving Line of Credit were $115 million. The Company used the initial proceeds from the 2022 Credit Facility to pay all amounts outstanding under the 2021 Credit Facility, pay fees and expenses incurred in connection with the 2022 Credit Facility and fund the acquisition of PrimaLoft.
The LLC may borrow, prepay and reborrow principal under the 2022 Revolving Credit Facility from time to time during its term. Advances under the 2022 Revolving Line of Credit can be either term Secured Overnight Financing Rate ("SOFR") loans or base rate loans. Term SOFR revolving loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum based on the applicable SOFR as administered by the Federal Reserve Bank of New York (or a successor administrator), as adjusted, plus a margin ranging from 1.50% to 2.50%, based on the ratio of consolidated net indebtedness to adjusted consolidated earnings before interest expense, tax expense, and depreciation and amortization expenses for such period (the “Consolidated Total Leverage Ratio”). Base rate revolving loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the highest of (i) Federal Funds rate plus 0.50%, (ii) the “prime rate”, and (iii) the applicable SOFR plus 1.0% (the “Base Rate”), plus a margin ranging from 0.50% to 1.50%, based on the Company's Consolidated Total Leverage Ratio.
Advances under the 2022 Term Loan can be either term SOFR loans or base rate loans. The 2022 Term Loan was advanced in full on the closing date for the 2022 Credit Facility as a Term SOFR loan with an interest period of one month. On the last day of an interest period, Term SOFR loans may be converted to Term SOFR loans of a different interest period or to Base Rate loans. Term SOFR term loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum based on the Term SOFR for such interest period plus a margin ranging from 1.50% to 2.50%, based on the Consolidated Total Leverage Ratio. Base rate term loans bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus a margin ranging from 0.50% to 1.50%, based on the Consolidated Total Leverage Ratio.
Please see "Note T – Subsequent Events” for additional information concerning the 2022 Credit Facility.
2021 Credit Facility
On March 23, 2021, we entered into a Second Amended and Restated Credit Agreement (the "2021 Credit Facility") to amend and restate the 2018 Credit Facility (as previously restated and amended) among the LLC, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The 2021 Credit Facility provided for revolving loans, swing line loans and letters of credit up to a maximum aggregate amount of
$600 million and also permitted the LLC, prior to the applicable maturity date, to increase the revolving loan commitment and/or obtain term loans in an aggregate amount of up to $250 million, subject to certain restrictions and conditions. The Company repaid the outstanding amounts under the 2021 credit facility in the third quarter of 2022 in connection with entering into the 2022 Credit Facility.
Senior Notes
2032 Senior Notes
On November 17, 2021, the Company consummated the issuance and sale of $300 million aggregate principal amount of our 5.000% Senior Notes due 2032 (the “2032 Notes” of "2032 Senior Notes") offered pursuant to a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons under Regulation S under the Securities Act. The 2032 Notes were issued pursuant to an indenture, dated as of November 17, 2021 (the “2032 Notes Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2032 Notes bear interest at the rate of 5.000% per annum and will mature on January 15, 2032. Interest on the 2032 Notes is payable in cash on January 15 and July 15 of each year, beginning on July 15, 2022.
Please see "Note T – Subsequent Events” for additional information concerning the 2032 Senior Notes.
2029 Senior Notes
On March 23, 2021, the Company consummated the issuance and sale of $1 billion aggregate principal amount of our 5.250% Senior Notes due 2029 (the "2029 Notes" or "2029 Senior Notes") offered pursuant to a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons under Regulation S under the Securities Act. The 2029 Notes were issued pursuant to an indenture, dated as of March 23, 2021 (the “2029 Notes Indenture”), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). The 2029 Notes bear interest at the rate of 5.250% per annum and will mature on April 15, 2029. Interest on the 2029 Notes is payable in cash on April 15th and October 15th of each year. The first interest payment date on the 2029 Senior Notes was October 15, 2021. The 2029 Notes are general unsecured obligations of the Company and are not guaranteed by our subsidiaries. The proceeds from the sale of the 2029 Notes were used to repay debt outstanding under the 2018 Credit Facility in connection with our entry into the 2021 Credit Facility, as described above, and to redeem our 8.000% Senior Notes due 2026.
The 2032 Notes and the 2029 Notes rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness, and rank senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The 2032 Notes and the 2029 Notes will be effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including the indebtedness under the Company’s credit facilities described below. The 2032 Notes Indenture and the 2029 Notes Indenture contains several restrictive covenants including, but not limited to, limitations on the following: (i) the incurrence of additional indebtedness, (ii) restricted payments, (iii) the purchase, redemption or retirement of capital stock or subordinated debt, (iv) dividends and other payments affecting restricted subsidiaries, (v) transactions with affiliates, (vi) asset sales and mergers and consolidations, (vii) future subsidiary guarantees and (viii) incurring liens, (ix) entering into sale-leaseback transactions and (x) making certain investments, subject in each case to certain exceptions.
Please see "Note T – Subsequent Events” for additional information concerning the 2029 Senior Notes.
Covenants
The Company is subject to certain customary affirmative and restrictive covenants arising under the 2022 Credit Facility. The following table reflects required financial ratios as of December 31, 2024 included as part of the affirmative covenants in the 2022 Credit Facility, along with our actual ratios based on both the financial results presented in our 2024 Form 10-K and as restated in this Form 10-K/A:
Description of Required Covenant RatioCovenant Ratio RequirementActual Ratio (Original Filing)Actual Ratio (As Restated)
Fixed Charge Coverage RatioGreater than or equal to 1.50: 1.00
2.43:1:00
0.83:1:00
Total Secured Debt to EBITDA RatioLess than or equal to 3.50: 1.00
0.92:1:00
1.63:1:00
Total Debt to EBITDA RatioLess than or equal to 5.00: 1.00
3.58:1:00
6.32:1:00
The Company exercised an option under our 2022 Credit Facility to increase our Consolidated Total Leverage Ratio to 5.75:1.00 as of December 31, 2022. This ratio declined to 5.50:1.00 on June 30, 2023, and to 5.00:1.00 on December 31, 2023.
Borrowings under our 2022 Credit Facility are subject to certain conditions and customary events of default, including, without limitation, failure to make payments, cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, a change in control, certain monetary judgments, and bankruptcy and ERISA events. Upon any such event of default, the principal amount of any unpaid loans and all other obligations under the 2022 Credit Facility may be declared immediately due and payable and any letters of credit then outstanding may be required to be cash collateralized, and the Agent and the Lenders may exercise any rights or remedies available to them under the 2022 Credit Facility. Based on the consolidated financial information included within the Original Filing, the Company was in compliance with the 2022 Credit Facility’s financial covenants in each of the years ended, December 31, 2024, 2023 and 2022. However, in retrospectively testing financial covenant compliance under the 2022 Credit Facility in each of the years ended December 31, 2024, 2023 and 2022 in reliance on the restated consolidated financial information provided in this Form 10-K/A, the Company would not have been in compliance with such financial covenants as of the years ended December 31, 2024 and 2023. In addition, management’s conclusion that substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the accompanying consolidated financial statements are issued has resulted in an emphasis-of-matter paragraph in the report of our independent registered public accounting firm, which constitutes a breach of certain affirmative covenants under the 2022 Credit Facility. As a result, the 2022 Term Loan and 2022 Revolving Credit facility have been classified as current at December 31, 2024 and 2023 in the Consolidated Financial Statements, and in each of the interim periods where an event of default occurred because the Company was not in compliance with the financial covenants under the 2022 Credit Facility. Additionally, because the 2029 Notes and 2032 Notes may have been subject to acceleration had the lenders under the 2022 Credit Facility exercised their acceleration rights during such historical periods, the 2029 Notes and 2032 Notes have also been classified as current at December 31, 2024 and 2023 in the Consolidated Financial Statements.
Refer to "Note T- Subsequent Events" for a description of amendments and related forbearance agreements to the Company's 2022 Credit Facility.
The following table provides the Company’s outstanding long-term debt and effective interest rates at December 31, 2024, December 31, 2023 and December 31, 2022 (in thousands):
December 31, 2024December 31, 2023December 31, 2022
Effective Interest RateAmountEffective Interest RateAmountEffective Interest RateAmount
2029 Senior Notes5.25%$1,000,000 5.25%$1,000,000 5.25%$1,000,000 
2032 Senior Notes5.00%300,000 5.00%300,000 5.00%300,000 
2022 Term Loan7.60%375,000 7.50%385,000 5.20%395,000 
2022 Revolving Credit Facility7.62%110,000 — 5.98%155,000 
Unamortized premiums and debt issuance costs (10,710)(13,121)(15,532)
Total debt$1,774,290 $1,671,879 $1,834,468 
Less: Current portion, term loan facilities(1,774,290)(1,671,879)(10,000)
Long-term debt$— $— $1,824,468 
The following table reflects the annual maturities of the Company's debt obligations, including the Lugano financing arrangements which are classified as current. As noted above, the Company was not in compliance with the financial covenants as required by the 2022 Credit Facility as of the years ended December 31, 2024 and 2023 and as a result, the 2022 Revolving Credit Facility, the 2022 Term Loan and the 2029 and 2032 Senior Notes have been classified as current in the accompanying Consolidated Balance Sheets at December 31, 2024 and 2023. The contractual annual maturities of the Company's debt obligations are as follows (restated, in thousands):
2025$184,765 
202625,000 
2027445,000 
2028— 
20291,000,000 
2030 and thereafter300,000 
$1,954,765 
Letters of credit
The 2022 Credit Facility allows for letters of credit in an aggregate face amount of up to $100 million. Letters of credit outstanding at December 31, 2024 and December 31, 2023 totaled $3.5 million and $2.2 million, respectively.
Debt Issuance Costs
Deferred debt issuance costs represent the costs associated with the issuance of the Company's financing arrangements. In connection with entering into the 2022 Credit Facility, the Company recognized $2.5 million in deferred financing costs associated with the 2022 Term Loan, and $2.8 million in deferred financing costs associated with the 2022 Revolving Credit Facility. The Company recorded $5.4 million in deferred financing costs in connection with entry into the 2021 Credit Facility, $0.5 million of which was recorded as a loss on debt extinguishment upon entry into the 2022 Credit Facility.
Since the Company can borrow, repay and reborrow principal under the 2022 Revolving Credit Facility, the debt issuance costs associated with the 2022 Revolving Credit Facility have been classified as other non-current assets in the accompanying consolidated balance sheet. The debt issuance costs associated with the 2022 Term Loan and Senior Notes are classified as a reduction of long-term debt in the accompanying consolidated balance sheets.

The following table summarizes debt issuance costs at December 31, 2024, December 31, 2023 and December 31, 2022, and the balance sheet classification in each of the periods presents (in thousands):
December 31,
202420232022
Deferred debt issuance costs$32,526 $32,526 $32,526 
Accumulated amortization(17,797)(13,779)(9,760)
Deferred debt issuance costs, net$14,729 $18,747 $22,766 
Balance sheet classification:
Other noncurrent assets$4,019 $5,626 $7,234 
Long-term debt10,710 13,121 15,532 
$14,729 $18,747 $22,766 
Lugano Financing Arrangements
Lugano, through its former chief executive officer, entered into various financing arrangements with third parties that were not previously recorded in the historical financial statements of Lugano as debt. Pursuant to some of these agreements, the third-party investors agreed to provide a specific amount of cash to purportedly jointly invest with Lugano in a specified jewel or piece of jewelry. The arrangements provided that Lugano would be responsible for
purchasing, holding and insuring the jewelry until Lugano found a buyer or the third-party investor otherwise requested a return of their cash contribution. According to the terms of the arrangement, the third-party investors made an upfront payment to Lugano in exchange for the right to receive a return of their initial investment plus either (i) a portion of the profit when the jewelry was sold to a buyer, or (ii) interest on their invested cash if the third-party requested to liquidate their investment prior to the sale of the specified jewelry to a buyer. Lugano also entered into financing arrangements that were not specific to the acquisition of a specified jewel or piece of jewelry. These arrangements involved cash receipts that were recorded as payment of accounts receivable balances or customer deposits and cash payments that were recorded as inventory purchases or purchase deposits. Other financing arrangements with third parties involved the receipt of cash by Lugano from third parties and repayment of cash to those third parties that was not associated with purported investment in a specified jewel or piece of jewelry.
In connection with the Lugano Investigation, the Company determined that the inventory and sales transactions recorded in connection with these financing agreements were invalid because they were inconsistent with the underlying substance of the agreements. These financing arrangements represent debt and the financing arrangements and related interest expense have been recorded in the restated consolidated financial statements. Interest expense was determined based on documentation related to the underlying arrangement or, when no documentation existed related to the financing arrangement, imputed based on various factors relevant to the arrangement such as applicable statutorily-required default interest rates. Arrangements that entitled third-party investors to a profit share from the fictitious sales were reported as interest expense based on the cash payment when settled. Management is unable to estimate any potential profit share associated with unsettled financing arrangements since the underlying sales transactions were not valid. The Lugano financing arrangements have been classified as current in the accompanying consolidated balance sheets for the years ended December 31, 2024, 2023 and 2022.
The following table provides the Lugano financing arrangements and effective interest rates at December 31, 2024, December 31, 2023 and December 31, 2022 (in thousands):
December 31, 2024December 31, 2023December 31, 2022
(As Restated)(As Restated)(As Restated)
Effective Interest RateAmountEffective Interest RateAmountEffective Interest RateAmount
Lugano financing arrangements11.43 %$169,7656.15 %$100,7414.34 %$48,160
Interest expense
The following details the components of interest expense in each of the years ended December 31, 2024, 2023 and 2022:
Year ended December 31,
(in thousands)202420232022
(Restated)(Restated)(Restated)
Interest on credit facilities$38,985 $37,269 $13,842 
Interest on Senior Notes67,500 67,500 67,500 
Unused fee on Revolving Credit Facility1,840 1,998 1,913 
Other interest expense (1)
16,522 5,076 2,053 
Interest income(2,045)(1,951)(49)
Interest expense, net$122,802 $109,892 $85,259