v3.25.2
NOTES PAYABLE
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE NOTES PAYABLE
The following table summarizes our outstanding debt as of the dates indicated (in thousands):
 MaturityCash Interest RateJune 30, 2025December 31, 2024
Notes Payable – Acquisitions(1)
10/01/25 - 07/01/29
2.00% - 5.00%
$11,345 $9,943 
Notes Payable – Other11/01/2510.00%— 5,000 
Notes Payable – MidCap04/01/309.33%60,000 — 
Gross Notes Payable $71,345 $14,943 
(1)See Note 3 — Business Combinations and Asset Acquisitions and Notes Payable - Acquisitions section below for further discussion regarding the notes payable related to acquisitions.

The following table summarizes the debt issuance costs as of the dates indicated (in thousands):
 Gross Notes PayableDebt Issuance Costs and Debt DiscountNet Notes Payable
June 30, 2025
Current portion of notes payable$3,541 $(509)$3,032 
Notes payable, net of current portion67,804 (3,454)64,350 
Total$71,345 $(3,963)$67,382 
December 31, 2024
Current portion of notes payable$7,578 $(570)$7,008 
Notes payable, net of current portion7,365 (1,656)5,709 
Total$14,943 $(2,226)$12,717 

The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2025 (in thousands):
2025 (Remaining)$2,578 
20265,767 
2027— 
2028— 
202948,000 
203015,000 
Total$71,345 
Notes Payable - Acquisitions

As of June 30, 2025, we have seven promissory notes related to acquisitions that occurred during the six months ended June 30, 2025, and prior years with a combined outstanding of principal balance of $11,345 and maturity dates ranging from October 1, 2025, to July 1, 2029. All of our promissory notes related to acquisitions are subordinated to our Loan Agreement with MidCap (defined below). See Note 2 — Business Combinations and Asset Acquisitions for further discussion regarding the issuance of notes payable related to acquisitions.

Notes Payable - Other

In November 2024, we delivered a promissory note to an unrelated third party in exchange for cash. As of December 31, 2024, the promissory note had an outstanding principal balance of $5,000 and would mature on November 1, 2025. On April 10, 2025, we opted to repay the outstanding balance on our unrelated third-party promissory note prior to its maturity using the proceeds of the Loan Agreement (described below). In connection with the extinguishment, we paid the lender an aggregate amount of $5,197 (the “Payoff Amount”) in full payment of our outstanding obligations under the Note. The Payoff Amount represented $5,097 of outstanding principal and interest on the unpaid principal balance and a $100 prepayment fee.

Notes Payable - MidCap

On April 10, 2025, we entered into a Loan Agreement with MidCap and the lenders from time to time party thereto (such lenders collectively with MidCap, the “Lenders”).

Under the Loan Agreement, we may borrow up to $60,000 from the Lenders, all of which has been funded as of June 30, 2025. The first $20,000 was advanced on April 10, 2025, the closing date of the Loan Agreement. The remaining $40,000 was advanced on June 30, 2025, which funds may only be used for Permitted Acquisitions (as defined in the Loan Agreement). The maturity date of the loan as provided under the Loan Agreement is April 1, 2030 (the “Maturity Date”). See Note 12 — Subsequent Events for information regarding our use of these restricted funds in connections with an acquisition.

Interest on the outstanding loan balance is payable monthly in arrears at an annual rate of Term SOFR plus 5.00%, subject to a Secured Overnight Financing Rate (“SOFR”) floor of 2.00%. This rate was 9.33% as of June 30, 2025. Prior to April 1, 2029 (the “Amortization Start Date”), we must make interest-only payments on the outstanding loan balance. Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, we will pay an amount equal to the total principal of the outstanding loan balance divided by twelve (12), for a twelve (12) month straight-line amortization of equal monthly principal payments. Also on a monthly basis, we must pay an administrative agency fee to MidCap equal to 0.25% of the average end-of-day principal balance outstanding during the immediately preceding month. At the time of final payment under the loan, we will provide a final payment fee of 1.00% of the amount advanced thereunder except in the case of a refinance of the loan with MidCap and the Lenders

We are subject to customary events of default as described in the Loan Agreement. In such event, and for so long as it continues, the outstanding loan balance will bear interest at 2.0% per annum in excess of the rate otherwise payable. Under the Loan Agreement, we covenant to maintain a (1) Total Leverage Ratio (as defined in the Loan Agreement), as tested quarterly, no greater than 5.50 to 1.00, and (2) minimum liquidity threshold of 10.00% of the outstanding principal amount of the Loans. As of June 30, 2025, we are in compliance with all covenants under the Loan Agreement.

In connection with the Loan Agreement and subsequent draw, we incurred $2,025 of origination, legal, and other fees that represent debt financing costs to be deferred and amortized over the duration of the Loan Agreement, of which $7 was unpaid as of June 30, 2025. As a result, net proceeds of all borrowings under the Loan Agreement were $57,975.

See Note 12 — Subsequent Events for information related to amendments to our Loan Agreement.