v3.26.1
DEBT AND FINANCING ARRANGEMENTS
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT AND FINANCING ARRANGEMENTS DEBT AND FINANCING ARRANGEMENTS
Our debt consists of the following (in thousands):
June 30, 2026December 31, 2025
Line of Credit$15,000 $40,070 
2024 Convertible Senior Notes, net169,411 168,850 
Total debt$184,411 $208,920 
Accrued interest is included within accrued expenses in our condensed consolidated balance sheet. As of June 30, 2026, we had accrued interest related to our 2024 Convertible Senior Notes (as defined below) of $1.8 million. As of December 31, 2025, we had accrued interest related to our 2024 Convertible Senior Notes and 2020 Convertible Senior Notes of $1.8 million.
During the three months ended June 30, 2026 and June 30, 2025, interest expense, net as reflected on the consolidated statements of operations consisted of interest expense of $2.5 million and $2.4 million, respectively, and interest income of $0.2 million and $0.4 million, respectively. During the six months ended June 30, 2026 and June 30, 2025, interest expense, net as reflected on the consolidated statements of operations consisted of interest expense of $5.3 million and $4.7 million, respectively, and interest income of $0.4 million and $1.0 million, respectively.
2024 Convertible Senior Notes
On April 1, 2024, we issued $172.5 million principal amount of our 2024 Convertible Senior Notes in a private offering, including the exercise in full of the initial purchasers' option to purchase up to an additional $22.5 million principal amount of the 2024 Convertible Senior Notes. The net proceeds from this offering were $166.8 million, after deducting the initial purchasers' discounts, commissions and the offering expense payable by us. The 2024 Convertible Senior Notes were issued pursuant to, and are governed by, an indenture, dated as of April 1, 2024 (the "2024 Indenture"), between us and U.S. Bank Trust Company, National Association, as Trustee. The 2024 Convertible Senior Notes will accrue interest at a rate of 4.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 2024 Convertible Senior Notes will mature on April 1, 2029, unless earlier converted or repurchased by us. Before January 2, 2029, noteholders will have the right to convert their 2024 Convertible Senior Notes only in the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price per share of our common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") if the trading price per $1,000 principal amount of 2024 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; (iii) upon the occurrence of certain corporate events or distributions on the common stock, as described in the 2024 Indenture; and (iv) at any time from, and including, January 2, 2029 until the close of business on the scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate is 5.5494 shares of common stock per $1,000 principal amount of 2024 Convertible Senior Notes, which represents an initial conversion price of approximately $180.20 per share of common stock. All share, per share, and stock price amounts in this note have been retrospectively adjusted to reflect the 1-for-10 reverse stock split. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate
events that constitute a "Make-Whole Fundamental Change" (as defined in the 2024 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
If a "Fundamental Change" (as defined in the 2024 Indenture) occurs, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2024 Convertible Senior Notes at a cash repurchase price equal to the principal amount of the 2024 Convertible Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to the common stock.
The net carrying amount of the liability component of the 2024 Convertible Senior Notes is as follows (in thousands):

June 30, 2026December 31, 2025
Principal$172,500 $172,500 
Minus:
Unamortized issuance costs(3,089)(3,650)
Net carrying amount$169,411 $168,850 

Interest expense recognized related to the 2024 Convertible Senior Notes is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contractual interest expense (due in cash)$1,833 $1,833 $3,666 $3,666 
Amortization of debt issuance costs281 281 561 561 
Total interest expense related to the 2024 Convertible Senior Notes$2,114 $2,114 $4,227 $4,227 
Effective interest rate4.90 %4.90 %4.90 %4.90 %
2018 Loan Facility
We have a loan facility with Pacific Western Bank (as amended and restated from time to time, the "2018 Loan Facility") which provides for a revolving line of credit (the "2018 Line of Credit") with a maximum borrowing capacity of $60.0 million with an option to increase to $75.0 million upon syndication. Borrowings are limited to 85% of eligible U.S. accounts receivable and 30% of eligible U.K. accounts receivable. The facility matures on April 15, 2028 and bears interest at the prime rate plus 0.125%. We are also required to pay an unused line fee of 0.15% per annum on the average daily unused amount of the revolving commitment. The facility requires us to maintain a minimum level of Adjusted EBITDA and minimum unrestricted cash of $20.0 million in demand deposit accounts. In April 2026, we amended our 2018 Loan Facility to lower our required minimum of unrestricted cash from $25.0 million to $20.0 million in demand deposit accounts.
During the six months ended June 30, 2026, we had $5.0 million in borrowings and $30.1 million in repayments on the 2018 Line of Credit, including $20.1 million repaid in April 2026 using proceeds from the sale of PAR common stock, resulting in net repayments of $25.1 million. As of June 30, 2026, we had net borrowings of $15.0 million under the 2018 Line of Credit with $20.7 million of unused available borrowings.
During the three months ended June 30, 2026 and 2025, we incurred $0.3 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. During the six months ended June 30, 2026 and 2025, we incurred $0.9 million and $0.1 million of interest expense associated with the 2018 Loan Facility, respectively. We are in compliance with all financial covenants as of June 30, 2026.

Fair Value of Long-Term Debt
As of June 30, 2026 and December 31, 2025, our 2024 Convertible Senior Notes had a total carrying amount of $169.4 million and $168.9 million, and an estimated fair value of $70.2 million and $62.4 million, respectively. The estimated fair value of our 2024 Convertible Senior Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the 2024 Convertible Senior Notes in an over-the-counter market on the last business day of the period.

The fair value of borrowings under our 2018 Line of Credit approximated its carrying amount as of June 30, 2026 and December 31, 2025, due to its variable interest rate nature.