XML 25 R14.htm IDEA: XBRL DOCUMENT v3.25.3
Debt Obligations
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Obligations

7. Debt Obligations

​

Debt obligations consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

September 30,

​

December 31,

​

​

    

2025

    

2024

 

Revolving credit facility

​

$

100,000

​

$

—

​

Notes to former owners

​

​

35,325

​

 

67,593

​

Other debt

​

​

673

​

​

742

​

Total debt

​

​

135,998

​

​

68,335

​

Less—current portion

​

​

(4,676)

​

 

(6,042)

​

Total long-term portion of debt

​

$

131,322

​

$

62,293

​

​

At September 30, 2025, future principal payments of debt are as follows (in thousands):

​

​

​

​

​

​

Year ending December 31—

    

​

    

​

2025 (remainder of the year)

​

$

22

​

2026

    

​

6,180

 

2027

​

 

24,229

​

2028

​

 

5,022

​

2029

​

 

545

​

2030

​

 

100,000

​

​

​

$

135,998

​

​

Revolving Credit Facility

​

On August 27, 2025, we amended our senior credit facility (as amended, the “Facility”) arranged by Wells Fargo Bank, National Association, as administrative agent, and provided by a syndicate of banks, which increases our borrowing capacity from $850.0 million to $1.10 billion. The Facility is composed of a revolving credit line guaranteed by certain of our subsidiaries, in the amount of $1.10 billion. The Facility also provides for an accordion or increase option not to exceed the greater of (a) $500.0 million and (b) 1.0x Credit Facility Adjusted EBITDA (as defined below), in the form of additional revolving commitments or incremental term loans. The line of credit includes a sublimit for up to $200.0 million of letters of credit and a sublimit for up to $75.0 million of swingline loans. The Facility expires on October 1, 2030 and is secured by a first lien on substantially all of our personal property except for assets related to projects subject to surety bonds and the equity of and assets held by certain unrestricted subsidiaries and our wholly owned captive insurance company, and a second lien on our assets related to projects subject to surety bonds. As a result of the amendment, $0.3 million of unamortized costs associated with lenders who exited the Facility were written off to interest expense in the third quarter of 2025. The remaining $1.0 million of unamortized costs from the previous facility will be deferred and amortized over the term of the new Facility. In 2025, we incurred approximately $3.7 million in financing and professional costs in connection with the amendment to the Facility, which, combined with previously unamortized costs of $1.0 million, are being amortized on a straight-line basis as a non-cash charge to interest expense over the remaining term of the Facility. As of September 30, 2025, we had $100.0 million of outstanding borrowings on the revolving credit facility, $83.2 million in letters of credit outstanding and $916.8 million of credit available.

​

Covenants and Restrictions

​

The Facility contains financial covenants defining various financial measures and the levels of these measures with which we must comply. Covenant compliance is assessed as of each quarter end for the four fiscal quarters then ended. Credit Facility Adjusted EBITDA is defined under the Facility for financial covenant purposes as consolidated net income for the four fiscal quarters ending as of any given quarterly covenant compliance measurement date, plus the corresponding amounts for (a) interest expense; (b) provision for income taxes; (c) depreciation and amortization; (d) stock or equity compensation; and (e) other non-cash charges, in each case calculated on a pro forma basis for acquisitions or dispositions during such measurement period. The Facility’s principal financial covenants include:

​

Net Leverage Ratio—The Facility requires that the ratio of (a) our Consolidated Total Indebtedness (as defined in the Facility) minus unrestricted cash and cash equivalents up to $100,000,000, to (b) our Credit Facility Adjusted EBITDA not exceed 3.50 to 1.00 as of the end of each fiscal quarter; provided that, for the first four fiscal quarters ending after a material acquisition, such maximum Net Leverage Ratio steps up to 4.00 to 1.00.

​

Interest Coverage Ratio—The Facility requires that the ratio of (a) Credit Facility Adjusted EBITDA to (b) consolidated interest expense, defined as all interest paid or accrued on indebtedness during the period excluding amortization of debt incurrence expenses, original issue discount, and mark-to-market interest expense, be at least 3.00 to 1.00.

​

Other Restrictions—The Facility (a) permits unlimited acquisitions when our Net Leverage Ratio is less than or equal to 3.25 to 1.00; or 3.75 to 1.00 for the first four fiscal quarters ending after a material acquisition, (b) expands certain baskets for permitted indebtedness and liens, and (c) permits unlimited distributions, stock repurchases, and investments when the Net Leverage Ratio is less than or equal to 2.75 to 1.00.

​

While the Facility’s financial covenants do not specifically govern capacity under the Facility, if our debt level under the Facility at a quarter-end covenant compliance measurement date were to cause us to violate the Facility’s Net Leverage Ratio covenant, our borrowing capacity under the Facility and the favorable terms that we currently have could be negatively impacted.

​

We were in compliance with all of our financial covenants as of September 30, 2025.

​

Interest Rates and Fees

​

There are two interest rate options for borrowings under the Facility, the Base Rate Loan (as defined in the Facility) option and the Secured Overnight Financing Rate (“SOFR”) Loan option. Under the Base Rate Loan option, the interest rate is determined based on the highest of (a) the Federal Funds Rate (as defined in the Facility) plus 0.50%, (b) the prime lending rate established by Wells Fargo Bank, National Association from time to time, and (c) the one-month Term SOFR (as defined in the Facility) plus 1.00%. Under the SOFR Loan option, the interest rate is determined based on Term SOFR for a one, three, or six-month tenor at our election. Additional margins are then added to these two rates. The additional margins are determined based on our Net Leverage Ratio.

​

The interest rates under the Facility are floating rates determined by the broad financial markets, meaning they can and do move up and down from time to time. For illustrative purposes, the following are the respective market rates as of September 30, 2025 relating to interest options under the Facility:

​

​

​

​

​

Base Rate Loan Option:

    

    

 

Federal Funds Rate plus 0.50%

    

4.59%

​

Wells Fargo Bank, National Association Prime Rate

​

7.25%

​

One-month SOFR plus 1.00%

​

5.31%

​

SOFR Loan Option:

​

​

​

One-month SOFR

​

4.31%

​

Three-month SOFR

​

4.35%

​

Six-month SOFR

​

4.37%

​

​

Certain of our vendors require letters of credit to ensure reimbursement for amounts they are disbursing on our behalf, such as to beneficiaries under our self-funded insurance programs. We have also occasionally used letters of credit to guarantee performance under our contracts and to ensure payment to our subcontractors and vendors under those contracts. Our lenders issue such letters of credit through the Facility. A letter of credit commits the lenders to pay specified amounts to the holder of the letter of credit if the holder demonstrates that we have failed to perform specified actions. If this were to occur, we would be required to reimburse the lenders for amounts they fund to honor the letter of credit holder’s claim. Absent a claim, there is no payment or reserving of funds by us in connection with a letter of credit. However, because a claim on a letter of credit would require immediate reimbursement by us to our lenders, letters of credit are treated as a use of Facility capacity.

​

Commitment fees are payable on the portion of the revolving loan capacity not in use for borrowings or letters of credit at any given time. Letter of credit fees and commitment fees are based on the Net Leverage Ratio.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Leverage Ratio

​

​

    

Less than 
1.00

    

1.00 to less than 1.75

    

1.75 to less than 2.50

    

2.50 to less than 3.00

 

3.00 or greater

​

Additional Per Annum Interest Margin Added Under:

​

​

​

​

​

​

​

​

​

​

​

Base Rate Loan Option

​

0.00

%

0.25

%  

0.50

%  

0.75

%

1.00

%

SOFR Loan Option

​

1.00

%

1.25

%

1.50

%

1.75

%

2.00

%

Letter of credit fees

​

1.00

%

1.25

%

1.50

%

1.75

%

2.00

%

Commitment fees on any portion of the Revolving Loan capacity not in use for borrowings or letters of credit at any given time

​

0.15

%  

0.175

%  

0.20

%  

0.225

%  

0.25

%

​

The weighted average interest rate applicable to the borrowings under the revolving credit facility was approximately 5.4% as of September 30, 2025. There were no outstanding borrowings on the revolving credit facility as of December 31, 2024.

​

Notes to Former Owners

​

We have outstanding notes to the former owners of acquired companies. Together, these notes had an outstanding balance of $35.3 million as of September 30, 2025. On September 30, 2025, future principal payments of notes to former owners by maturity year were as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

Balance at

​

Range of Stated

​

    

September 30, 2025

​

Interest Rates

2026

​

$

6,125

​

2.5 - 5.5

%

2027

​

 

24,200

​

4.0 - 5.5

%

2028

​

​

5,000

​

5.5

%

Total

​

$

35,325

​

​

​

​

​

F