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Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt

12. DEBT

Debt consisted of the following:

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Term loan facility

 

$

200,000

 

 

$

189,218

 

Revolving line of credit

 

 

107,095

 

 

 

25,191

 

Aircraft loan

 

 

8,419

 

 

 

9,272

 

Less deferred debt issuance costs

 

 

(1,890

)

 

 

(997

)

Total debt

 

$

313,624

 

 

$

222,684

 

Less current portion of long-term debt

 

 

(11,209

)

 

 

(17,866

)

Long-term debt, less current portion

 

$

302,415

 

 

$

204,818

 

Deferred Financing Costs—Costs relating to debt issuance have been deferred and are netted against the underlying debt balance. These costs are amortized to interest expense over the terms of the underlying debt instruments.

2021 Credit Facility—On April 27, 2021, the Company entered into a Senior Secured Credit Agreement providing for a $300.0 million credit facility comprised of a $175.0 million term loan and a $125.0 million revolving line of credit (2021 Credit Facility), and used a portion of the proceeds from the 2021 Credit Facility to repay all amounts outstanding under the prior credit facility. The revolving line of credit portion of the 2021 Credit Facility included a $20.0 million sublimit for the issuance of letters of credit. Subject to certain exceptions, all amounts under the 2021 Credit Facility were to become due on April 27, 2026. The Company had the option to borrow incremental term loans or request an increase in the aggregate commitments under the revolving line of credit up to an aggregate amount of $150.0 million subject to the satisfaction of certain conditions.

In February 2024, the Company partially exercised its option to request an increase in the aggregate commitments to provide an additional $100.0 million credit availability under the 2021 Credit Facility, comprised of an additional $50.0 million term loan (Additional Term Loan) and an additional $50.0 million in availability under the revolving line of credit.

In February 2025, the 2021 Credit Facility was paid in full via proceeds from the 2025 Credit Facility, as described below. The resulting write-off of the remaining unamortized debt issuance costs from the 2021 Credit Facility amounted to $0.9 million. Total loss on debt extinguishments is recorded in interest expense-net within the condensed consolidated statement of operations for the nine months ended September 30, 2025.

2025 Credit Facility—On February 26, 2025, the Company entered into an Amended and Restated Senior Secured Credit Agreement providing for a $500.0 million credit facility comprised of a $200.0 million term loan and a $300.0 million revolving line of credit (2025 Credit Facility), and used a portion of the proceeds from the 2025 Credit Facility to repay all amounts outstanding under the 2021 Credit Facility. The revolving line of credit under the 2025 Credit Facility includes a $20.0 million sublimit for the issuances of letters of credit. Subject to certain exceptions, all amounts under the 2025 Credit Facility will become due on February 26, 2030. The Company has the option to borrow incremental term loans, or request an increase in aggregate commitments under the revolving line of credit up to an aggregate amount of $200.0 million, subject to the satisfaction of certain conditions.

The 2025 Credit Facility term loan must be repaid in quarterly installments and shall amortize at a rate of 1.25% per quarter beginning December 31, 2025 through December 31, 2029, with final payment and amortization on February 26, 2030.

The 2025 Credit Facility term loan and the revolving line of credit bear interest subject to the applicable spread based on the Company’s leverage ratio and SOFR as follows:

 

Pricing Tier

 

Consolidated
Leverage Ratio

 

Senior Credit Facilities
SOFR Spread

 

 

Senior Credit Facilities
Base Rate Spread

 

 

Commitment
Fee

 

 

Letter of Credit Fee

 

 

1

 

≥ 3.75x to 1.0

 

 

2.50

 

%

 

1.50

 

%

 

0.25

 

%

 

2.50

 

%

2

 

< 3.75x to 1.0 but ≥ 3.25 to 1.0

 

 

2.25

 

 

 

1.25

 

 

 

0.23

 

 

 

2.25

 

 

3

 

<3.25x to 1.0 but ≥ 2.50 to 1.0

 

 

2.00

 

 

 

1.00

 

 

 

0.20

 

 

 

2.00

 

 

4

 

<2.50x to 1.0 but ≥ 1.75 to 1.0

 

 

1.75

 

 

 

0.75

 

 

 

0.15

 

 

 

1.75

 

 

5

 

<1.75x to 1.0

 

 

1.50

 

 

 

0.50

 

 

0.15

 

 

 

1.50

 

 

The 2025 Credit Facility includes a number of covenants imposing certain restrictions on the Company’s business, including, among other things, restrictions on the Company’s ability, subject to certain exceptions and baskets, to incur indebtedness, incur liens on its assets, agree to any additional negative pledges, pay dividends or repurchase stock, limit the ability of its subsidiaries to pay dividends or distribute assets, make investments, enter into any transaction of merger or consolidation, liquidate, wind-up or dissolve, or convey any part of its business, assets or property, or acquire the business, property or assets of another person, enter into sale and leaseback transactions, enter into certain transactions with affiliates, engage in any material line of business substantially different from those engaged on the closing date, modify the terms of indebtedness subordinated to the loans incurred under the 2025 Credit Facility and modify the terms of its organizational documents. The 2025 Credit Facility permits certain restricted payments, including common stock repurchases, subject to a maximum pro-forma leverage ratio of 3.00 times, and minimum pro-forma fixed charge coverage ratio of 1.25 times and no event of default. The 2025 Credit Facility also includes financial covenants which require the Company to remain below a maximum total net leverage ratio of 4.00 times until the fiscal quarter ending March 31, 2026, stepping down to 3.75 times thereafter, and a minimum fixed charge coverage ratio of 1.25 times.

The Company deferred $2.2 million of debt issuance costs related to the 2025 Credit Facility in the first quarter of 2025. Quarterly installment repayments for the term loan under the 2025 Credit Facility will commence in the fourth quarter of 2025. For the three and nine months ended September 30, 2024 quarterly term loan installment repayments under the 2021 Credit Facility were $3.9 million and $11.1 million, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s consolidated total leverage ratio (as defined in the 2025 and 2021 Credit Facility, respectively) was 2.7 times and 2.1 times, respectively, and the Company was in compliance with all covenants under the 2025 and 2021 Credit Facility.

The 2025 Credit Facility requires customary mandatory prepayments of the term loan and revolver and cash collateralization of letters of credit, subject to customary exceptions, including 100.0% of the proceeds of debt not permitted by the 2025 Credit Facility, 100.0% of the proceeds of certain dispositions, subject to customary reinvestment rights, where applicable, and 100.0% of insurance or condemnation proceeds, subject to customary reinvestment rights, where applicable. The 2025 Credit Facility also includes customary events of default and related acceleration and termination rights.

The weighted average interest rate on the 2025 Credit Facility and 2021 Credit Facility for the nine months ended September 30, 2025, before giving effect to the impact of the interest rate swaps, was 6.1% and after giving effect to the impact of the interest rate swaps, was 5.5%. The weighted average interest rate on the 2021 Credit Facility for the nine months ended September 30, 2024, before giving effect to the impact of the interest rate swaps, was 7.2% and after giving effect to the impact of the interest rate swaps, was 2.8%.

The Company’s obligations under the 2025 Credit Facility are guaranteed by certain of the Company’s existing and future direct and indirect subsidiaries, and such obligations are secured by substantially all of the Company’s assets, including the capital stock or other equity interests in those subsidiaries.

As of September 30, 2025, the Company had the following interest rate swap agreements in place:

 

Effective date

 

Expiration date

 

Notional amount

 

 

Fixed rate

 

Floating rate

5/30/2023

 

4/27/2026

 

$

70,000,000

 

 

3.880%

 

USD-SOFR

6/5/2024

 

6/27/2027

 

$

80,000,000

 

 

3.270%

 

USD-SOFR

4/1/2025

 

4/27/2028

 

$

50,000,000

 

 

3.625%

 

USD-SOFR

Loan and Aircraft Security Agreement—On May 18, 2023, the Company entered into a Loan and Aircraft Security Agreement to finance $10.9 million of the purchase a new aircraft (Aircraft Loan). The Aircraft Loan must be repaid in 60 monthly consecutive installments and all outstanding amounts will become due on May 18, 2028. The Aircraft Loan bears interest subject to 1-month Term SOFR and a coupon of 1.86%. The entire principal balance may be prepaid in full subject to a 3.0%, 2.0% and 1.0% prepayment fee if paid prior to the first, second and third anniversary of the loan, respectively. The aircraft serves as collateral security for the Aircraft Loan.

The following is a schedule of the aggregate annual maturities of long-term debt (excluding current portion) presented on the unaudited condensed consolidated statement of financial position as of September 30, 2025, before deferred debt issuance cost of $1.9 million, based on the terms of the 2025 Credit Facility and the Aircraft Loan:

 

 

 

2025 Credit Facility

 

 

 

 

 

 

 

Term Loan

 

Revolver

 

Aircraft Loan

 

Total

 

2026

 

$

2,500

 

$

—

 

$

315

 

$

2,815

 

2027

 

 

10,000

 

 

—

 

 

1,318

 

 

11,318

 

2028

 

 

10,000

 

 

—

 

 

577

 

 

10,577

 

2029

 

 

10,000

 

 

—

 

 

5,000

 

 

15,000

 

2030

 

 

157,500

 

 

107,095

 

 

—

 

 

264,595

 

Total

 

$

190,000

 

$

107,095

 

$

7,210

 

$

304,305