Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

Convertible Notes

In December 2014, the Company issued $172.5 million aggregate principal amount of Convertible Notes. During 2020, the remaining aggregate principal amount of $13.1 million was settled or matured and as of December 31, 2020 no amounts were outstanding.

The following table summarizes the interest expense related to the Convertible Notes for the following periods (in thousands):

	Year ended December 31,
	2020		2019
Amortization of debt discount and deferred issuance costs	$	368	$	1,179
Coupon interest	195		1,103
Total Interest Expense	$	563	$	2,282

The following table summarizes information about the settlement of the Convertible Notes during the year ended December 31, 2020 (dollars in thousands):

	Year ended December 31, 2020
Principal amount settled	$	13,131
Number of shares of common stock issued	225,955
Payment on Convertible Note and Derivative Liability	$	43,446

Revolving Credit Facility

On August 31, 2018, the Company entered into the Credit Agreement, which provides the Company with a $175.0 million Revolving Credit Facility. No balance was outstanding as of December 31, 2021 or 2020. The Credit Agreement has a term of five years and matures on August 31, 2023.

Loans will bear interest at a rate equal to (i) the London Interbank Offered Rate (“LIBOR”) plus the “applicable rate” or (ii) the “base rate” (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus one-half of one percent and (c) LIBOR plus one percent) plus the “applicable rate.” The applicable rate is determined in accordance with a pricing grid based on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) ranging from 1.75% to 2.50% per annum for LIBOR rate loans and from 0.75% to 1.50% per annum for base rate loans. In addition, the Company pays a commitment fee on the unused portion of the Credit Agreement based on the Company’s Consolidated Leverage Ratio ranging from 0.15% to 0.30% per annum.

The Revolving Credit Facility is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets, and contains affirmative and negative covenants that are customary for credit agreements of this nature. The negative covenants include, among other things, limitations on asset sales, mergers, indebtedness, liens, dividends and other distributions, investments and transactions with affiliates. The Credit Agreement contains two financial covenants: (i) maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter of 3.50 to 1.00, which ratio may be increased to 4.50 to 1.00 in case of certain qualifying acquisitions; and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters. The Company was in compliance with all financial covenants as of December 31, 2021. 

Interest expense recognized on the Credit Agreement, including amortization of deferred issuance cost, was $0.7 million, $0.7 million, and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.