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Long-Term Debt | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
Long-Term Debt | Long-Term Debt
(in thousands) | December 31, 2025 |  | December 31, 2024
Note payable to RCS SBIC Fund II, L.P and TCW Asset Management Company, LLC | $ | — |  |  | $ | 92,614 |
Term loan with JPMorgan Chase Bank, N.A. | 19,875 |  |  | — |
Finance obligations(1) | 8,008 |  |  | — |
Less current portion | (835) |  |  | (925) |
Less debt issuance costs | (1,131) |  |  | (769) |
Less capitalized modification fees | — |  |  | (1,651) |
Total long-term debt | $ | 25,917 |  |  | $ | 89,269 |
(1)Represents failed sale-leaseback arrangements. Concurrently with the closing of the IPO, Black Rock OpCo entered into a new credit agreement (the "New Credit Agreement") with JPMorgan Chase Bank, N.A., as the administrative agent, and other loan parties and lenders party thereto to provide for (i) a $50.0 million term loan (the “New Term Loan”) and (ii) a $25.0 million revolving credit facility (the “New Revolving Credit Facility” and, together with the New Term Loan, the “New Credit Facilities”). As of the closing of the IPO, the aggregate principal amount borrowed under the New Credit Facilities was $50.0 million from the New Term Loan which was used, together with proceeds from the Co-Founder Contribution and net proceeds from the IPO, to repay all amounts outstanding under the Company's amended Senior Credit Facility with RCS SBIC Fund II, L.P. and TCW Asset Management Company, LLC (the "Prior Credit Facility"). The Company expensed the remaining $1.6 million of debt issuance costs and capitalized modification fees within other income (expense), net on the consolidated statement of operations for the year ended December 31, 2025. Subsequent to the IPO the Company made principal payments in the amount of $30.1 million. The outstanding balance of the New Term Loan as of December 31, 2025 was $19.9 million. Pursuant to the New Credit Agreement, certain subsidiaries of Black Rock OpCo are guarantors of the obligations under the New Credit Agreement. Simultaneously with the execution of the New Credit Agreement, Black Rock OpCo and its subsidiaries entered into a pledge and security agreement. Pursuant to the pledge and security agreement, the New Credit Facilities are secured by liens on substantially all of the Company's assets, including the intellectual property of Black Rock OpCo and its subsidiaries and the equity interests of Black Rock OpCo's various subsidiaries. The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, repurchase of stock, dividends and other distributions, and transactions with affiliates. In addition, the New Credit Agreement also contains financial covenants that require the Loan Parties (as defined in the New Credit Agreement) to not exceed a maximum net rent adjusted leverage ratio for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31, 2025, of 4.75 to 1.00 and to maintain a minimum fixed charge coverage ratio for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, commencing with the fiscal quarter ending December 31, 2025, of no less than 1.20 to 1.00. Borrowings under the New Credit Agreement are available as alternate base rate (“ABR”) or term benchmark loans. ABR loans under the New Credit Agreement accrue interest at an alternate base rate plus an applicable rate, and term benchmark loans accrue interest at an adjusted Secured Overnight Financing Rate ("SOFR") plus an applicable rate. The ABR rate represents the greatest of (i) the prime rate, (ii) the Federal Reserve’s Bank of New York overnight rate plus 0.5%, and (iii) the one-month adjusted term SOFR rate plus 1.0%. The applicable rate for the ABR and term benchmark loans is tied to a pricing grid tied to our net rent adjusted leverage ratio. The adjusted SOFR rate represents the term SOFR rate plus 0.10%. The applicable rate spread for ABR and term benchmark loans ranges from 0.50% to 1.75% and 1.50% to 2.75%, respectively. Interest on the New Credit Agreement is payable at least quarterly and upon maturity. As of December 31, 2025, the weighted-average interest rate on outstanding borrowings under the New Credit Facilities was 6.61%. Borrowings under the Prior Credit Facility bore interes t at either (a) the SOFR, plus 6.00%, plus a 0.50% spread or (b) the greatest of (i) 2.50% per annum, (ii) the Federal Funds Rate plus 0.5%, (iii) the Prime Rate, and (iv) the Adjusted Term SOFR Rate for a one-month tenor in effect on such date plus 1.0%, in each case, plus 5.00% and a 0.5% spread, with the amount of spread in both scenarios based on a pricing grid tied to the Company’s total net leverage ratio. As of December 31, 2024, the interest rate on outstanding borro wings was approximately 11.82%. The New Revolving Credit Facility also has a variable commitment fee, which is payable quarterly based on Black Rock OpCo's net rent adjusted leverage ratio and ranges from 0.25% to 0.35% per annum. The Company is obligated to pay a fixed fronting fee for letters of credit of 0.125% per annum. Amounts borrowed under the New Revolving Credit Facility may be repaid and re-borrowed through maturity of the New Credit Facilities in September 2030. The New Term Loan matures in September 2030. The New Term Loan may be repaid or prepaid but may not be re-borrowed. Borrowings under the New Credit Agreement are payable in quarterly principal installments and upon maturity. The Company was in compliance with all financial covenants as of December 31, 2025. Future principal maturities of long-term debt as of December 31, 2025 are as follows:
(in thousands) |
2026 | $ | 835 |
2027 | 1,228 |
2028 | 1,372 |
2029 | 1,913 |
2030 | 15,847 |
Thereafter | 6,688 |
Total | $ | 27,883 |
Interest expense, net in the consolidated statements of operations was as follows:
| Year Ended December 31,
(in thousands) | 2025 |  | 2024 |  | 2023
Interest expense | $ | 8,676 |  |  | $ | 10,444 |  |  | $ | 10,340 |
Amortization of debt issuance costs and capitalized modification fees | 1,107 |  |  | 1,322 |  |  | 1,147 |
Interest income | (433) |  |  | (651) |  |  | (538) |
Interest expense, net | $ | 9,350 |  |  | $ | 11,115 |  |  | $ | 10,949 |

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