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Stockholders' Equity
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity  
Stockholders' Equity

Note 15. Stockholders’ Equity

Authorized Stock

The Company has 100,000,000 authorized shares of common stock with a par value of $0.001 per share, and 2,500,000 undesignated or “blank check” preferred stock, with a par value of $0.001, of which, 800,000 shares have been designated as Class A

Convertible Preferred Stock, 585,000 shares have been designated as Class B Convertible Preferred Stock and 250,000 shares have been designated as 4.0% Series C Convertible Preferred Stock.

Repurchase Programs

In March 2022, the Company’s Board of Directors authorized a repurchase program (the “2022 Repurchase Program”) through December 31, 2025, authorizing the repurchase of common stock and/or convertible senior notes in the amount of up to $100.0 million from time to time, on the open market or otherwise, in such quantities, at such prices, and in such manner as determined by the Company’s management at its discretion. The size and timing of any repurchase will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements.

In May 2024 and September 2023, the Company entered into separate, privately negotiated transactions with certain holders of the 2026 Senior Notes to repurchase $10.0 million and $31.3 million, respectively, in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $8.7 million and $25.0 million, respectively, in cash.  The Company recorded $1.2 million as a gain on extinguishment of debt on its condensed consolidated statement of operations for the three and six months ended June 30, 2024, which includes the write off of $0.2 million of unamortized debt issuance costs.  The Company recorded $5.7 million as a gain on extinguishment of debt on its condensed consolidated statement of operations for the three and nine months ended September 30, 2023, which includes the write off of $0.6 million of unamortized debt issuance costs. Following these repurchases, approximately $361.2 million principal amount of the 2026 Senior Notes remain outstanding at June 30, 2024.  

At June 30, 2024, the Company had $28.4 million of remaining repurchase authorization under the 2022 Repurchase Program.

In July 2024, the Company repurchased an additional $15.0 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of $12.9 million in cash under the 2022 Repurchase Program. See Note 17 – Subsequent Events for additional information.

In August 2024, a new repurchase program authorized by the Company’s Board of Directors (the “2024 Repurchase Program”) became effective and the Company entered into agreements to repurchase an additional approximately $160 million in aggregate principal amount of the 2026 Senior Notes for a repurchase price of approximately $141.6 million, plus accrued and unpaid interest, in cash under the 2024 Repurchase Program. See Note 17 – Subsequent Events for additional information.  

Common Stock Reserved for Future Issuance

As of June 30, 2024, approximately 18.1 million shares of common stock were issuable upon vesting, conversion or exercise of stock options, as applicable, restricted stock units, the Convertible Senior Notes and the Series C Preferred Stock, as follows:

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Exercise of stock options

    

7,344,886

Vesting of restricted stock units

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1,108,779

Conversion of Series C Preferred Stock

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6,013,015

Conversion of convertible 2026 Senior Notes

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3,071,445

Conversion of convertible 2025 Senior Notes

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599,954

Total shares of common stock reserved for future issuances

 

18,138,079

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