XML 27 R15.htm IDEA: XBRL DOCUMENT v3.25.3
DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT
9.DEBT
The Company’s outstanding debt was as follows:
September 30, 2025December 31, 2024
Term Loan Facility$296,250 $317,188 
Revolving Credit Facility— — 
Credit Facility296,250 317,188 
Other debt425 554 
Total debt296,675 317,742 
Less - Current maturities of long-term debt(15,154)(26,423)
Less - Unamortized debt issuance costs(2,042)(1,421)
Total long-term debt$279,479 $289,898 
Credit Facility—On June 5, 2025, the Company and the subsidiary guarantors entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) that provides the Company with senior secured debt financing consisting of the following (collectively, the “Credit Facility”): (i) a senior secured first lien term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $300,000 and (ii) a senior secured first lien revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $150,000 (with a $75,000 limit for the issuance of letters of credit and a $15,000 sublimit for swing line loans). The obligations under the Credit Facility are secured by substantially all assets of the Company and the subsidiary guarantors, subject to certain permitted liens and other customary exceptions. The Credit Facility will mature on June 5, 2028.
The Credit Agreement was amended and restated to, among other things: (1) provide for a Term Loan Facility in the aggregate principal amount of $300,000; (2) increase the Revolving Credit Facility to $150,000; (3) extend the Credit Facility maturity date to June 5, 2028; and (4) adjust the quarterly payment schedule of the Term Loan Facility to account for the extension of the maturity date with payments equal to 1.25% of the initial principal amount. Additionally, the amendment provides flexibility to the Company by: (1) eliminating the monetary threshold regarding permitted acquisitions; (2) increasing certain limits on (a) permitted indebtedness, liens, investments and restricted payments and (b) events of default; and (3) removing the excess cash flow sweep from mandatory prepayments.
As specified in the Credit Agreement, the loans under the Credit Facility bear interest at a base rate or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the Total Net Leverage Ratio, at the Company’s election. At September 30, 2025, the Company calculated interest using a SOFR rate of 4.22% and an applicable margin of 1.25% per annum, and had a weighted average interest rate of approximately 5.74% per annum during the nine months ended September 30, 2025. Scheduled principal payments on the Term Loan Facility are made quarterly and total $3,750 for the remainder of 2025, and $15,000, $15,000 and $3,750 for the years ending 2026, 2027 and 2028, respectively. A final payment of all principal and interest then outstanding on the Term Loan Facility is due on June 5, 2028. For the three and nine months ended September 30, 2025, the Company made term loan payments of $3,750 and $20,938, respectively. Repayments under the Term Loan Facility may not be reborrowed under the terms of the Credit Agreement.
The Revolving Credit Facility bears interest at the same rate options as the Term Loan Facility. In addition to interest on debt borrowings, we are assessed quarterly commitment fees on the unutilized portion of the facility as well as letter of credit fees on outstanding instruments. At September 30, 2025, we had no outstanding borrowings under the $150,000 Revolving
Credit Facility. Borrowings under the Revolving Credit Facility may be repaid and reborrowed under the terms of the Credit Agreement.
Debt Issuance Costs—The Company incurred $1,409 of fees relating to the amendment and restatement of the Credit Facility in the second quarter of 2025. The costs associated with the Credit Facility are reflected on the Condensed Consolidated Balance Sheets as a direct reduction from the related debt liability and amortized over the term of the facility. Amortization of debt issuance costs was $214 and $789 for the three and nine months ended September 30, 2025, respectively, and $330 and $1,025 for the three and nine months ended September 30, 2024, respectively, and was recorded as interest expense.
Compliance and Other—The Credit Agreement contains various affirmative and negative covenants that may, subject to certain exceptions, restrict our ability and the ability of our subsidiaries to, among other things, grant liens, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, declare or pay dividends or make other distributions with respect to equity interests, purchase, redeem or otherwise acquire or retire capital stock or other equity interests, or merge or consolidate with any other person, among various other things. In addition, the Company is required to maintain certain financial covenants. As of September 30, 2025, we were in compliance with all of our restrictive and financial covenants. The Company’s debt is recorded at its carrying amount in the Condensed Consolidated Balance Sheets. Based upon the current market rates for debt with similar credit risk and maturities, at September 30, 2025 and December 31, 2024, the fair value of our debt outstanding approximated the carrying value, as interest is based on Term SOFR plus an applicable margin.