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Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt Disclosure | Debt 2022 Credit Facility On July 12, 2022, the LLC entered into the Third Amended and Restated Credit Agreement with the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as Administrative Agent, Swing Line Lender and letter of credit issuer (as amended from time to time, the "2022 Credit Facility" or the “Credit Agreement”) to amend and restate the Second Amended and Restated Credit Agreement (the "2021 Credit Facility"). The 2022 Credit Facility provided for revolving loans, swing line loans and letters of credit ("the 2022 Revolving Credit Facility") up to a maximum aggregate amount of $600 million ("the 2022 Revolving Loan Commitment") and a $400 million term loan (the “2022 Term Loan”). All amounts outstanding under the 2022 Revolving Credit Facility will become due on July 12, 2027, which is the termination date of the 2022 Revolving Loan Commitment. The 2022 Credit Facility also permitted the LLC, prior to the applicable maturity date, to increase the 2022 Revolving Loan Commitment and/or obtain additional term loans in an aggregate amount of up to $250 million, subject to certain restrictions and conditions. 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 Credit Facility 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. Under the 2022 Revolving Credit Facility, an aggregate amount of up to $100 million in letters of credit may be issued, as well as swing line loans of up to $25 million outstanding at one time. The issuance of such letters of credit and the making of any swing line loan would reduce the amount available under the 2022 Revolving Credit Facility. The 2022 Revolving Credit Facility is secured by all of the assets of the Company, including all of its equity interests in, and loans to, its subsidiaries. Please see "Note Q – Subsequent Events” for additional information concerning the 2022 Credit Facility. First Amendment of 2022 Credit Facility On January 9, 2025, the LLC entered into a First Incremental Facility Amendment (the “First Amendment”) to its existing Credit Agreement. The First Amendment was by and among the LLC, the lenders party thereto (the “Lenders”), and Bank of America, N.A., as administrative agent for the Lenders (the “Administrative Agent”). The First Amendment modified the Credit Agreement to provide for (a) an additional advance of the term loan in the aggregate amount of $200 million (the “Incremental Term Loan”) on the date of the First Amendment, and (b) delayed draw term loan commitments in the aggregate amount of $100 million (the “Incremental Delayed Draw Term Loan Commitments,” and the loan drawn thereunder is referred to herein as the “Incremental Delayed Draw Term Loan”), which was able to be reduced or terminated by the LLC upon five business days’ notice and pursuant to which the Company was able to make no more than two draws by July 9, 2025. The proceeds from the Incremental Term Loan and the Incremental Delayed Draw Term Loan were to be used for new acquisitions, working capital, capital expenditures and other general corporate purposes. The Incremental Term Loan, along with the existing term loan under the Credit Agreement, requires quarterly repayments of principal amounts ranging from $3.75 million to $11.25 million, which commenced on March 31, 2025, with a final payment of principal and interest due on July 12, 2027. The LLC agreed to pay to the Administrative Agent, for the account of each Lender in accordance with its applicable percentage of the Incremental Delayed Draw Term Loan Commitments, a commitment fee equal to the product of (i) a rate ranging from 0.25% to 0.45% per annum, based on the Consolidated Total Leverage Ratio, times (ii) the actual daily amount by which the Incremental Delayed Draw Term Loan Commitments exceed the Incremental Delayed Draw Term Loan. Such commitment fee only accrued during the period when the Incremental Delayed Draw Term Loan Commitments were available (the “Availability Period”), which was the period from January 9, 2025 to the earlier of (a) July 9, 2025 and (b) the date on which the Incremental Delayed Draw Term Loan Commitments were terminated. The Incremental Delayed Draw Term Loan Commitments were terminated early, as further described below. Commencing on the first quarter ending after the earlier of (i) the date Incremental Delayed Draw Term Loan is fully drawn and (ii) the end of the Availability Period, the LLC is required to make quarterly repayments of principal amounts ranging from 0.625% to 1.875% of the drawn Incremental Delayed Draw Term Loan (which amounts will be reduced by certain prepayment, if any), unless such loan is accelerated sooner. The First Amendment contained customary representations and warranties. All other material terms and conditions of the Credit Agreement were unchanged. First Forbearance Agreement with Respect to Credit Agreement On May 7, 2025, the Company indicated its intent to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and disclosed non-reliance on its 2024 financial statements as a result of concerns about financing, accounting, and inventory practices at one of its subsidiaries, Lugano, and irregularities identified in sales, cost of sales, inventory, and accounts receivable recorded by Lugano. Concurrently, the LLC also provided notice to the Administrative Agent, advising of the existence of potential defaults or events of default under the Credit Agreement in respect of Lugano (the “Lugano Events of Default”). On May 22, 2025, the LLC entered into a Forbearance Agreement and Second Amendment to Credit Agreement (the “First Forbearance Agreement”) with the Administrative Agent and the lenders party thereto representing at least 50% of the total credit exposure of all lenders under the Credit Agreement (the “Consenting Lenders”), pursuant to which the Consenting Lenders agreed to refrain from exercising rights and remedies available to them with respect to the Lugano Events of Default until the earliest of: (a) 11:59 p.m. (Eastern Time) on July 25, 2025; (b) the occurrence of any event of default other than a Lugano Event of Default; (c) the breach by the LLC of any covenant or provision of the First Forbearance Agreement; (d) a declaration by the Trustee (as defined below) or any holders of the LLC’s 5.250% senior notes due 2029 (the “2029 Notes”) of any default or event of default under the Indenture dated as of March 23, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “2029 Notes Indenture”) between the LLC and U.S. Bank Trust Company National Association (as successor to U.S. Bank National Association), and (e) the declaration by the Trustee or any holder of the LLC’s 5.000% senior notes due 2032 (the “2032 Notes” and together with the 2029 Notes, the “Notes”) of any default or event of default under the Indenture dated as of November 27, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “2032 Notes Indenture” and together with the 2029 Notes Indenture, the “Indentures”) between the LLC and the Trustee (the “First Forbearance Period”). During the First Forbearance Period, the Lenders under the Credit Agreement agreed to honor requests for credit extensions from the LLC for revolving loans composed of term SOFR loans with an applicable rate of 2.50% per annum and an interest period of one month; provided, however, that such credit extensions were not to cause the Lenders’ revolving credit exposures (inclusive of letters of credit obligations) to exceed $40 million. Lenders representing at least 50% of the total credit exposure of all Lenders under the Credit Agreement were able, in their discretion, to approve additional revolving borrowings by the LLC in an amount not to exceed an aggregate of $10 million. The funds provided were able to be used by the LLC for working capital, capital expenditures, general corporate purposes, and any other purpose of the LLC not otherwise prohibited under the Credit Agreement. In addition to the forbearance of the lenders described above, the First Forbearance Agreement also amended the Credit Agreement to, among other modifications: (i) reduce the aggregate borrowing amount available for revolving commitments to $100 million; (ii) limit the management fees that may be paid by the LLC to Compass Group Management LLC (the "Manager") to no more than $10.5 million per fiscal quarter (with the amount of such management fees that cannot be paid due to this limitation being available to offset any potential future reduction in management fees as a result of any adjustments for deemed overpayments); (iii) limit the management fees that may be paid by the LLC’s subsidiaries to to no more than $2.0 million per fiscal quarter; (iv) restrict investments by the LLC into Lugano to no more than $5 million in the aggregate; (v) impose additional reporting requirements on the LLC; (vi) prohibit certain acquisitions and dispositions; (vii) require that cash-on hand in excess of $10 million as of the last business day of any week be paid by the LLC to the Administrative Agent, for the account of the Lenders, which payments would be applied to the outstanding revolving loans owing by the LLC; and (vii) terminate the commitment of the Lenders to advance Incremental Delayed Draw Term Loans. On May 22, 2025, the Manager delivered to the Company a waiver agreeing to the management fee limitations described above. Net availability under the 2022 Revolving Credit Facility after giving effect to the First Forbearance Agreement and during the First Forbearance Period was approximately $36.7 million at June 30, 2025. Letters of credit outstanding at June 30, 2025 totaled approximately $3.3 million. The First Forbearance Agreement contains customary representations and warranties. 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” or "2032 Senior Notes") offered pursuant to a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (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. The proceeds from the sale of the 2032 Notes were used to repay a portion of our debt outstanding under the 2021 Revolving Credit Facility. Please see "Note Q – 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 $1,000 million 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 LLC 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 LLC and are not guaranteed by our subsidiaries. Please see "Note Q – Subsequent Events” for additional information concerning the 2029 Senior Notes. Lugano Financing Arrangements Lugano entered into various financing arrangements with third parties that were not recorded in the 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 other financing arrangements involved with third parties involved the receipt of cash by Lugano from third parties and repayment of cash to those third parties, specifically 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. 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 associated with the arrangement. Certain financing arrangements that were entered into during 2024 and the first four months of 2025 contained unique interest terms reflecting a guaranteed return on the arrangements that have resulted in a calculation of interest expense at a higher rate than the historical effective interest rate on the Lugano financing arrangements. The Lugano financing arrangements have been classified as current in the accompanying consolidated balance sheets for the periods ended June 30, 2025 and December 31, 2024. The following table provides the Lugano financing arrangements and effective interest rates at June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 |  | December 31, 2024
|  |  | (As Restated)
| Effective Interest Rate |  | Amount |  | Effective Interest Rate |  | Amount
Lugano financing arrangements | 17.24 | % |  | $ | 183,959 |  | 11.43 | % |  | $ | 169,765
Covenants 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 Administrative Agent and the Lenders may exercise any rights or remedies available to them under the 2022 Credit Facility. As a result of the restatement of financial information as of December 31, 2024, 2023, and 2022 and for the fiscal years ended December 31, 2024, 2023, and 2022 as well as the interim periods in the fiscal years ended December 31, 2024, 2023, and 2022, t he Company was not in compliance with the financial covenants in the 2022 Credit Facility as of the year ended December 31, 2024, and had not received forbearance or other relief from its lenders as of that date. The Company entered into the First Forbearance Agreement on May 22, 2025, which waived an event of default related to the Company's failure to comply with the financial covenants in the 2022 Credit Facility as of June 30, 2025. However, the Company would have been in violation of the financial covenants in the 2022 Credit Facility without the relief granted by the First Forbearance Agreement. Accordingly, the Company has classified outstanding borrowings under the 2022 Term Loan and 2022 Revolving Credit facility as current at June 30, 2025 and December 31, 2024 in the Consolidated Financial Statements. Furthermore, 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, the 2029 Notes and 2032 Notes have also been classified as current at June 30, 2025 and December 31, 2024 in the Condensed Consolidated Financial Statements. The following table provides the Company’s outstanding long-term debt and effective interest rates at June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 |  | December 31, 2024
| Effective Interest Rate |  | Amount |  | Effective Interest Rate |  | Amount
2029 Senior Notes | 5.25 | % |  | $ | 1,000,000 |  |  | 5.25 | % |  | $ | 1,000,000 |
2032 Senior Notes | 5.00 | % |  | 300,000 |  |  | 5.00 | % |  | 300,000 |
2022 Term Loan | 6.76 | % |  | 567,500 |  |  | 7.60 | % |  | 375,000 |
2022 Revolving Credit Facility |  |  | — |  |  | 7.62 | % |  | 110,000 |
Less: Unamortized debt issuance costs |  |  | (10,464) |  |  |  |  | (10,710) |
Total debt |  |  | $ | 1,857,036 |  |  |  |  | $ | 1,774,290 |
Less: Current Portion, term loan facilities |  |  | (1,857,036) |  |  |  |  | (1,774,290) |
Long-term debt |  |  | $ | — |  |  |  |  | $ | — |
The following table reflects the annual maturities of the Company's debt obligations, including the Lugano financing arrangements which are classified as current in the accompanying condensed consolidated balance sheet. As noted above, the Company was operating under a forbearance agreement from its Lenders as of June 30, 2025 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 Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024. Annual maturities of the Company's debt obligations are as follows (in thousands):
Remainder of 2025 (1) |  | $ | 198,959 |
2026 |  | 37,500 |
2027 |  | 515,000 |
2028 |  | — |
2029 |  | 1,000,000 |
2030 and thereafter |  | 300,000 |
|  | $ | 2,051,459 |
(1) Debt obligations in 2025 include $184.0 million in Lugano financing arrangements. The Senior Notes consisted of the following carrying value and estimated fair value (in thousands):
|  |  |  |  |  | Fair Value Hierarchy Level |  | June 30, 2025
|  | Maturity Date |  | Rate |  |  | Carrying Value |  | Fair Value
2032 Senior Notes |  | January 15, 2032 |  | 5.000 | % |  | 2 |  | $ | 300,000 |  |  | $ | 252,000 |
2029 Senior Notes |  | April 15, 2029 |  | 5.250 | % |  | 2 |  | $ | 1,000,000 |  |  | $ | 895,000 |
Debt Issuance Costs Deferred debt issuance costs represent the costs associated with the issuance of the Company's financing arrangements. Since the LLC 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 condensed consolidated balance sheet. The debt issuance costs associated with the 2022 Term Loan and First Amendment and Senior Notes are classified as a reduction of long-term debt in the accompanying condensed consolidated balance sheets. The Company recorded $1.2 million in deferred debt issuance costs related to the First Amendment of the 2022 Credit Facility in the six months ended June 30, 2025. During the second quarter of 2025, the Company entered into the First Forbearance Agreement, which amended the 2022 Credit Facility to reduce the aggregate borrowing amount available for revolving commitments to $100 million from $600 million. As a result of the reduction in available revolving commitments, the Company wrote-off a portion of the deferred financing costs associated with the 2022 Revolving Credit Facility and recognized $2.8 million in loss on debt modification in the second quarter of 2025. The following table summarizes debt issuance costs at June 30, 2025 and December 31, 2024, and the balance sheet classification in each of the periods presented (in thousands):
| June 30, 2025 |  | December 31, 2024
Deferred debt issuance costs | $ | 30,940 |  |  | $ | 32,526 |
Accumulated amortization | (19,893) |  |  | (17,797) |
Deferred debt issuance costs, net | $ | 11,047 |  |  | $ | 14,729 |
Balance sheet classification: |  |  |
Other noncurrent assets | $ | 583 |  |  | $ | 4,019 |
Long-term debt | 10,464 |  |  | 10,710 |
| $ | 11,047 |  |  | $ | 14,729 |

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