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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
Debt outstanding consists of the following:
December 31,
20242023
Revolver$11,000 $32,000 
Paycheck Protection Program Loan82 194 
Less revolver issuance costs(151)(252)
Loans payable, current10,931 31,942 
Convertible Note (a)55,239 50,585 
Embedded derivative (b)2,919 14,308 
Less issuance costs on convertible debt(81)(116)
Paycheck Protection Program Loan— 82 
Loans payable, non-current58,077 64,859 
Loans payable, related parties, non-current5,006 4,670 
$74,014 $101,471 
(a) The Convertible Note balance comprises of the following:
December 31,
20242023
Initial measurement which represents the gross proceeds received less fair value of the embedded derivative$50,260 $50,260 
PIK notes issued3,309 — 
Accrued PIK interest159 169 
Accretion of discount on issuance1,511 156 
$55,239 $50,585 

(b) Represents the embedded derivative included within the Convertible Note that is bifurcated and stated at fair value as at December 31, 2024 and 2023.

The following table summarizes the debt maturities for the Convertible Note, the Revolver and the Paycheck Protection Program Loan:
2025$82 
2026— 
2027— 
2028 (1) (2)
79,468 
$79,550 
(1) The Company classifies the Revolver as a current liability on its consolidated balance sheets due to its intent and practice of using the Revolver for short-term financing needs. However, in the table above, the Revolver has been reflected at its maturity date in 2028.
(2) Debt maturing in 2028 also includes the Convertible Note with a maturity value of $65,000, $3,309 of additional PIK notes issued in 2024, and accrued PIK interest at December 31, 2024 of $159.
Convertible Note
Concurrent with the closing of the GEH Acquisition described in detail in Note 3 - Acquisitions and Disposition, the Company issued a senior secured convertible note, in the principal amount of $65,000 (the “Convertible Note”). The Convertible Note bears (i) cash interest at the rate of 5.00% per annum and (ii) paid-in-kind interest ("PIK") at the rate of 5.00% per annum, payable by issuing additional notes (the “Convertible Note” or "Notes" while referring to the Convertible Note plus the Notes issued in connection with the PIK interest). Both the cash interest and PIK interest are payable semiannually on June 15 and December 13 of each year. The Company prepaid the cash interest due in 2024 at the time of issuance of the Convertible Note in 2023, so the first semiannual payment of cash interest will be on June 15, 2025. PIK interest is payable by issuing additional notes in an amount equal to the applicable amount of PIK interest for the interest period. During 2024, the Company issued two additional Notes in the aggregate amount of $3,309 representing PIK interest. The Company capitalized $116 of debt issuance costs related the Convertible Note.

The Notes are senior secured obligations of the Issuer and mature on December 13, 2028, unless earlier redeemed, repurchased or converted. The initial conversion rate per $1 principal amount of the Notes is equal to the product of (i) $1 divided by (ii) 115% of the “GEHI Per Share Value” as defined under the Convertible Note agreement (the “Initial Conversion Price”), or $2.023. The conversion rate was subject to one-time adjustment in accordance with the terms of the Convertible Note. This adjustment changed the conversion rate to $1.214 per share effective December 13, 2024. The Notes are convertible at the option of the Holder at any time until the outstanding principal amount (including any accrued and unpaid interest) has been paid in full. Subject to the terms of Notes, the Holder may elect to receive the Company's American Depositary Shares (the “ADS”) in lieu of the Company’s ordinary shares, par value $0.001 per share, (the “Ordinary Shares”), upon conversion of the Notes.

Certain features of the Convertible Note, including the conversion option, redemption at the holder's election upon occurrence of Fundamental Change events as specified in the Notes, and acceleration of amounts due under the Convertible Note upon an event of default require, bifurcation and separate accounting as a single embedded derivative (the “Embedded Derivative”) from the Convertible Note pursuant to ASC 815. The Embedded Derivative is measured at fair value utilizing Level 3 inputs under the fair value measurement hierarchy on the date of issuance and at the end of each reporting period. As of December 31, 2024 and 2023, the Embedded Derivative is included in non-current loans payable in the consolidated balance sheets. The discount on the Note of $14,740 resulting from the initial fair value of the embedded derivative is amortized to interest expense using the effective interest method and changes in the fair value of the embedded derivative are recorded as other (income) expense in the consolidated statements of operations.

The Convertible Note contains certain representations, warranties, events of default, and negative covenants that limit, without the consent of the holder(s) of the Convertible Note, the Company’s ability, among other things, to incur additional indebtedness, sell or acquire assets, undertake capital expenditures, and enter into certain transactions with third parties. As of December 31, 2024 and 2023, the Company believes it was in material compliance with all such covenants.

During the years ended December 31, 2024 and 2023, the Company recognized a gain on remeasurement of the Embedded Derivative of $11,389 and $432 in the consolidated statements of operations.
The fair value of the Convertible Note and Embedded Derivative was calculated using a with and without method on the date of issuance (December 13, 2023) and at the end of each reporting period (December 31, 2024 and 2023) using a Monte Carlo simulation model with the following assumptions:
December 31, 2024December 31, 2023December 13, 2023Relationship of significant unobservable input to fair value
Fair value of the Convertible Note including the Embedded Derivative
$51,039 $55,473 $55,521 
ADS price
$2.00 $5.54 $5.78 Increase in share price will increase the value of the derivative
Term (years)
3.95 4.95 5.00 Decrease in term will decrease the value of the derivative
Expected volatility
68.0 %56.0 %54.0 %Increase in expected volatility will increase the value of the derivative
Risk-free rate
4.3 %3.8 %4.0 %Increase in risk-free rate will increase the value of the derivative
Credit risk adjusted rate
20.0 %20.0 %20.0 %Increase in credit risk adjusted rate will increase the value of the derivative

Revolver
In June 2018, the Company entered into a secured revolving line of credit facility for borrowings up to $35,000 with Bank of America with an original termination date of June 25, 2021, which was extended to January 19, 2028 through subsequent amendments. Subsequent amendments also amended the borrowing capacity up to $74,000 through March 31, 2024, and $50,000 thereafter through January 19, 2028. During the years ended December 31, 2024 and 2023, the Company expensed revolver amendment fees and expenses of $77 and $138.

In October 2024, in connection with the expected discontinuation of the publication of the Bloomberg Short-Term Bank Yield Index Rate as administered by the Bloomberg Index Service Limited (BSBY), the Company further amended the Revolver by entering into a conforming changes amendment with Bank of America, N.A. that added and amended certain terms related to the replacement of the BSBY as a benchmark rate with the Secured Overnight Financing Rate (SOFR) as administered by the Federal Reserve Bank of New York. In accordance with the expedient in ASU 2020-04, the Company did not apply modification accounting to the contract.

Interest on the Revolver accrues at the choice of rate of (a) the Prime Rate as announced by Bank of America, (b) the Federal Funds Rate plus 0.50%, or (c) Secured Overnight Financing Rate (“SOFR”) for a fixed term of 30, 90, or 180 days (at the election of the Company), plus the Applicable Margin. The Applicable Margin varies between 0.90% and 2.30% and depends on the Company's Fixed Charge Coverage Ratio and the type of rate chosen. Interest accrued on draws on the line of credit using the Prime Rate or the Federal Funds Rate plus 0.50% is calculated on a daily basis and is charged to the line of credit daily. Interest accrued on draws on the line using the SOFR rate is calculated on a daily basis, but is only charged to the line of credit at the end of the 30, 90, or 180 day fixed term period elected by the Company.
As of December 31, 2024 and 2023, the outstanding balance on the line of credit was $11,000 and $32,000, respectively. Of the total outstanding balance at December 31, 2024, there were three tranches of $3,000 each that incurred interest at an annual rate of 6.73%, 7.62% and 7.67% and one tranche of $2,000 that incurred interest at an annual interest rate of 7.17%. There is no requirement to pay down the line of credit balance until the Revolver Termination Date on January 19, 2028.

Borrowings under the Revolver are collateralized by the Company’s eligible trade receivables globally and eligible inventories in the United States and the Netherlands. Eligibility is determined by Bank of America and is based on the country of origin for the Company’s trade receivables and the type and nature of the Company’s inventory in the United States and the Netherlands. As of December 31, 2024 and 2023, the Company had unused borrowing capacity of $8,608 and $20,473 respectively, based on the borrowing base calculation as of the respective dates.
The Revolver loan agreement includes a number of affirmative and negative covenants. As of December 31, 2024, the Company was in material compliance with all such covenants.
Paycheck Protection Program
In May 2020, the Company entered into a $5,396 loan agreement under the Paycheck Protection Program (the “PPP”) with a 1% interest rate, which is administered by the U.S. Small Business Administration (the “SBA”). On October 18, 2022, the Company qualified for partial loan forgiveness from the SBA and $4,923 of the loan was forgiven. During each of the years ended December 31, 2024 and 2023, the Company repaid $196 of the PPP loan, including interest of $2 and $4, respectively.
The promissory note and the loans payable, related parties, non-current are discussed in detail above in Note 13 - Related Party Transactions.