Convertible Senior Notes | (9) Convertible Senior Notes Adoption of ASU 2020-06 On January 1, 2022, the Company adopted ASU 2020-06 and applied it to its Convertible Senior Notes using the modified retrospective method. Adoption of ASU 2020-06 resulted in an adjustment to convertible senior notes, deferred tax liabilities, additional paid-in capital and accumulated deficit. The Company recognized the cumulative effect of initially applying ASU 2020-06 as an adjustment to the opening balance of accumulated deficit. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect of the changes made to the Company’s consolidated January 1, 2022 balance sheet for the adoption of ASU 2020-06 was as follows (in thousands): Balance at Adjustments Due Balance at December 31, 2021 to ASU 2020-06 January 1, 2022 BALANCE SHEET Liabilities and Stockholders’ Equity Convertible senior notes, current $ 8 $ — $ 8 Convertible senior notes, non-current 665,695 142,836 808,531 Deferred tax liabilities 16,082 ( 4,858 ) 11,224 Additional paid-in capital 853,664 ( 185,141 ) 668,523 Accumulated deficit ( 388,112 ) 47,162 ( 340,950 ) 0% Convertible Senior Notes Due 2026 In March 2021, the Company issued $ 375.0 million aggregate principal amount of 0 % convertible senior notes due 2026, including $ 50.0 million aggregate principal amount of 2026 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2026 Notes. The 2026 Notes will mature on March 15, 2026 , unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. The Company will pay special interest, if any, at the Company’s election as the sole remedy relating to the failure to comply with certain reporting obligations and under certain circumstances. The 2026 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2026 Notes Indenture”). The 2026 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 1.50% convertible senior notes due 2022 (see 1.50% Convertible Senior Notes Due 2022 below) and 0.125% convertible senior notes due 2024 (see 0.125% Convertible Senior Notes Due 2024 below); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The 2026 Notes have an initial conversion rate of 5.5341 shares of common stock per $ 1,000 principal amount of 2026 Notes. This represents an initial effective conversion price of approximately $ 180.70 per share of common stock and approximately 2.1 million shares issuable upon conversion. Throughout the term of the 2026 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2026 Notes will not receive any cash payment representing accrued and unpaid special interest, if any, upon conversion of a 2026 Note, except in limited circumstances. Accrued but unpaid special interest, if any, will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2026 Note. Holders may convert all or a portion of their 2026 Notes prior to the close of business on the business day immediately preceding December 15, 2025, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period (the “2026 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2026 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2026 Notes Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or • upon the occurrence of specified corporate events. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. As of June 30, 2022, the 2026 Notes are not yet convertible. The 2026 Notes are classified as long-term on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 as it is the Company’s intent to settle all of the debt at maturity or to settle in shares if exercised by the debt holder prior to maturity. The 2026 Notes are not redeemable by the Company prior to March 20, 2024. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after March 20, 2024 if the last reported sale price of the Company's common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. The 2026 Notes consist of the following (in thousands): As of As of June 30, 2022 December 31, 2021 Liability component: Principal $ 375,000 $ 375,000 Less: debt discount, net of amortization ( 7,823 ) ( 97,261 ) Net carrying amount $ 367,177 $ 277,739 Equity component (1) — 99,000 (1) Upon adoption of ASU 2020-06, the Company no longer separately presents the embedded conversion feature in equity. As of December 31, 2021, the equity component was recorded in the consolidated balance sheet within additional paid-in capital, net of $ 3.0 million transaction costs in equity and net of $ 3.4 million for taxes . The following table sets forth total interest expense recognized related to the 2026 Notes (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Amortization of debt discount and transaction costs $ 529 $ 4,798 $ 1,051 $ 5,854 Effective interest rates were 0.6 % and 7.3 % for the three months ended June 30, 2022 and 2021 , respectively. Effective interest rates were 0.6 % and 7.3 % for the six months ended June 30, 2022 and 2021, respectively. The fair value of the 2026 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2026 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (prior to the adoption of ASU 2020-06, carrying value excluded the equity component of the Company’s 2026 Notes classified in equity) were as follows (in thousands): As of June 30, 2022 As of December 31, 2021 Fair Value Carrying Value Fair Value Carrying Value 2026 Notes $ 302,820 $ 367,177 $ 318,311 $ 277,739 In connection with the issuance of the 2026 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2026 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2026 Notes, with an initial strike price of approximately $ 180.70 per share, which corresponds to the initial conversion price of the 2026 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2026 Notes, and with a cap price of approximately $ 258.14 . The cost of the purchased capped calls of $ 35.1 million was recorded to shareholders’ equity and will not be re-measured. Based on the closing price of the Company’s common stock of $ 27.89 on June 30, 2022, the if-converted value of the 2026 Notes was less than their respective principal amounts. 0.125% Convertible Senior Notes Due 2024 In December 2019, the Company issued $ 450.0 million aggregate principal amount of 0.125 % convertible senior notes due 2024, including $ 75.0 million aggregate principal amount of 2024 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2024 Notes. The 2024 Notes will mature on December 15, 2024 , unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020 . The 2024 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2024 Notes Indenture”). The 2024 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 2026 Notes and 2022 Notes; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company’s current intention is to settle the conversion in shares of common stock if a conversion were to occur. The 2024 Notes have an initial conversion rate of 8.8999 shares of common stock per $ 1,000 principal amount of 2024 Notes. This represents an initial effective conversion price of approximately $ 112.36 per share of common stock and approximately 4.0 million shares issuable upon conversion. Throughout the term of the 2024 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2024 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2024 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2024 Note. Holders may convert all or a portion of their 2024 Notes prior to the close of business on the business day immediately preceding June 15, 2024, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period (the “2024 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2024 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2024 Notes Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth above have been met. As of June 30, 2022, the 2024 Notes were not convertible at the option of the debt holder. The 2024 Notes are classified as long-term on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 as it is the Company’s intent to settle all of the debt at maturity or to settle in shares if exercised by the debt holder prior to maturity. The 2024 Notes are not redeemable by the Company prior to December 20, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after December 20, 2022 if the last reported sale price of the Company's common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The 2024 Notes consist of the following (in thousands): As of As of June 30, 2022 December 31, 2021 Liability component: Principal $ 450,000 $ 450,000 Less: debt discount, net of amortization ( 6,321 ) ( 62,044 ) Net carrying amount $ 443,679 $ 387,956 Equity component (1) — 86,133 (1) Upon adoption of ASU 2020-06, the Company no longer separately presents the embedded conversion feature in equity. As of December 31, 2021, the equity component was recorded in the consolidated balance sheet within additional paid-in capital, net of $ 2.6 million transaction costs in equity and net of $ 0.9 million for taxes . The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 0.125 % coupon $ 141 $ 140 $ 282 $ 281 Amortization of debt discount and transaction costs 637 4,702 1,273 9,341 $ 778 $ 4,842 $ 1,555 $ 9,622 Effective interest rates were 0.7 % and 5.2 % for the three months ended June 30, 2022 and 2021 , respectively. Effective interest rates were 0.7 % and 5.2 % for the six months ended June 30, 2022 and 2021, respectively. The fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (prior to the adoption of ASU 2020-06, carrying value excluded the equity component of the Company’s 2024 Notes classified in equity) were as follows (in thousands): As of June 30, 2022 As of December 31, 2021 Fair Value Carrying Value Fair Value Carrying Value 2024 Notes $ 393,566 $ 443,679 $ 440,564 $ 387,956 In connection with the issuance of the 2024 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2024 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2024 Notes, as the case may be, with such reduction and/or offset subject to a cap. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2024 Notes, with an initial strike price of approximately $ 112.36 per share, which corresponds to the initial conversion price of the 2024 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2024 Notes, and with a cap price of approximately $ 166.46 . The cost of the purchased capped calls of $ 44.9 million was recorded to shareholders’ equity and will not be re-measured. Based on the closing price of the Company’s common stock of $ 27.89 on June 30, 2022, the if-converted value of the 2024 Notes was less than their respective principal amounts. 1.50% Convertible Senior Notes Due 2022 In November 2017, the Company issued $ 115.0 million aggregate principal amount of 1.50 % convertible senior notes due 2022 including $ 15.0 million aggregate principal amount of 2022 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2022 Notes. The 2022 Notes will mature on November 1, 2022 , unless earlier redeemed or repurchased by the Company or converted by the holders pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018 . Based on the market price of the Company’s common stock during the 30 trading days preceding March 31, 2022, the 2022 Notes were not convertible at the option of the debt holder from April 1, 2022 through May 1, 2022. On or after May 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes at the conversion rate at any time. The 2022 Notes consist of the following (in thousands): As of As of June 30, 2022 December 31, 2021 Liability component: Principal $ 8 $ 8 Less: debt discount, net of amortization — — Net carrying amount $ 8 $ 8 Equity component (1) — ( 39,358 ) (1) Upon adoption of ASU 2020-06, the Company no longer separately presents the embedded conversion feature in equity. As of December 31, 2021, the equity component was recorded in the consolidated balance sheet within additional paid-in capital, net of $ 0.8 million transaction costs in equity. Additional paid-in capital as of December 31, 2021 also included $ 2.7 million and $ 36.7 million, respectively, market premium representing the excess of the total consideration delivered over the fair value of the liability recognized related to the $ 58.6 million and $ 23.0 million, respectively, principal balance extinguishment of the 2022 Notes in March 2021 and December 2019. The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 1.50 % coupon $ — $ 2 $ — $ 108 Amortization of debt discount and transaction costs — 8 — 626 $ — $ 10 $ — $ 734 Effective interest rates were 2.2 % and 6.9 % for the three months ended June 30, 2022 and 2021 , respectively. Effective interest rates were 2.2 % and 6.9 % for the six months ended June 30, 2022 and 2021, respectively. The fair value of the 2022 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2022 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (prior to the adoption of ASU 2020-06, carrying value excluded the equity component of the Company’s convertible notes classified in equity) were as follows (in thousands): As of June 30, 2022 As of December 31, 2021 Fair Value Carrying Value Fair Value Carrying Value 2022 Notes $ 9 $ 8 $ 16 $ 8 In connection with the issuance of the 2022 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and others. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 2022 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2022 Notes, as the case may be, with such reduction and/or offset subject to a cap Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2022 Notes, with an initial strike price of approximately $ 33.71 per share, which corresponds to the initial conversion price of the 2022 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2022 Notes, and have a cap price of approximately $ 47.20 . The cost of the purchased capped calls of $ 12.9 million was recorded to shareholders’ equity and will not be re-measured. During the three months ended March 31, 2021, the Company amended one of the capped call agreements to reduce the cap price to $ 46.68 and recognized modification expense of $ 0.2 million in loss on extinguishment of convertible notes and capped call modification on the condensed consolidated statement of operations. Based on the closing price of the Company’s common stock of $ 27.89 on June 30, 2022, the if-converted value of the 2022 Notes was less than their respective principal amounts. The following table summarizes the Company’s debt obligations as of June 30, 2022 (in thousands): Remainder of 2022 2023-2024 2025-2026 Total Debt obligations $ 8 $ 450,000 $ 375,000 $ 825,008 Debt obligations include the principal amount of the 2026 Notes, 2024 Notes and 2022 Notes but exclude interest payments to be made under the 2026 Notes, 2024 Notes and 2022 Notes. Although the 2026 Notes, 2024 Notes and 2022 Notes mature in 2026, 2024 and 2022, respectively, they can be converted into cash and shares of the Company’s common stock prior to maturity if certain conditions are met. Any conversion prior to maturity can result in repayments of the principal amounts sooner than the scheduled repayments as indicated in the table. The 2026 Notes, 2024 Notes and 2022 Notes balance excludes debt discount capitalized on the balance sheet. |