v3.25.4
Long-Term Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Long-Term Debt
NOTE 15 – LONG-TERM DEBT
Series 2022 Bonds
On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $135.0 million on July 21, 2022 and $25.0 million on August 10, 2022. The proceeds were designated to redeem in full the 2021 Bonds and the Series A Preferred shares, to finance the construction and equipping of the Company’s third and fourth aircraft hangar in Belgrade, Montana and to fund the purchase of additional CL-415EAF aircraft. The Series 2022 Bonds had a maturity date of September 1, 2027, with an annual interest rate of 11.5% payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2022. Debt issuance costs for the Series 2022 Bonds were $4.2 million. The Series 2022 Bonds were subject to optional redemption in whole or in part, at par plus accrued interest, and a 3% premium if such redemptions are made after September 1, 2025. At the Company’s direction, the Series 2022 Bonds were redeemed by Gallatin County on October 28, 2025.
UMB Bank (“UMB”)- UMB Loan (Aircraft Hangar)
On September 30, 2019, the Company entered into a credit facility with UMB to finance the construction of airplane hangars for $12.9 million, established as a 10-year maturity, 6-month draw period, first 6 months interest only payments monthly, then 10-year term principal plus interest due monthly on a 20-year amortization at the rate of 1 month SOFR plus 2.61448%. Debt issuance costs for this loan were $0.1 million.
Live Oak Bank Credit Facilities (BAT 1 and BAT 2)
In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the US Department of Agriculture for the completed purchase of the Company’s first two CL-415EAF aircraft. The Company issued two $19.0 million promissory notes to LOB, established as 15-year maturity, first two years interest only payments monthly, then 13-year term principal plus interest due monthly at the rate of the greater of prime plus 1.5% or 4.75% per annum. The first of these notes was issued on August 21, 2020 and the second was issued October 1, 2020 to BAT1, LLC and BAT2, LLC, respectively. Debt issuance costs for BAT1 and BAT2 were $1.0 million and $0.9 million, respectively.
October 2025 Refinancing
On October 28, 2025, the Company completed the refinancing of its then outstanding $160.0 million Series 2022 bonds with a Credit Agreement (“the Credit Agreement”), consisting of $210.0 million Initial Term Loans (the “Initial Term Loans”), a $21.5 million Revolving Credit Facility (the “Revolver”), and a $100.0 million Delayed Draw Term Loan (“the DDTL”). The Company incurred debt issuance costs of $4.9 million and lender fees of $4.2 million associated with the Credit Agreement. The Company has drawn $210.0 million under the Initial Term Loans and $10.3 million under the DDTL, with $89.7 million remaining in borrowing capacity on the DDTL, as of December 31, 2025. The Company has not drawn on the Revolver as of December 31, 2025.
The proceeds from the refinancing, along with $9.3 million of restricted cash reserved for debt servicing on the Series 2022 Bonds were used to refinance existing debt, pay associated transaction costs and the 3% prepayment penalty on the Series 2022 Bonds. The proceeds were used to prepay in full the Series 2022 Bonds, the UMB loan, with a principal balance of $9.3 million, and the two credit facilities with Live Oak Bank with principal balances of $16.8 million and $16.9 million, respectively.
The Company evaluated the transaction under the guidance in ASC 470-50, Debt—Modifications and Extinguishments, and determined that the refinancing resulted in extinguishment accounting, as the Credit Agreement was entered into with a new lending group.
In connection with the repayment the Company incurred a loss on the extinguishment of debt of $7.8 million, which includes a $3.0 million write-off of unamortized debt issuance costs. The loss was recorded as a loss on extinguishment of debt within “Other expense, net” in the condensed consolidated statements of operations for the year ended December 31, 2025.
2025 Credit Agreement
The Credit Agreement is secured by first-priority security interests in substantially all tangible and intangible assets, including aircraft, real property, and intellectual property of the Company and subsidiary guarantors. The Credit Agreement requires annual prepayment from an Excess Cash Flow assessment, requiring prepayment of a percentage of annual excess cash flow, as defined within the Credit Agreement, with an assessment date beginning with the fiscal year ending December 31, 2026, and from certain asset sales above a specific threshold, with certain reinvestment provisions. The Credit Agreement requires the Company to pay a prepayment premium on certain voluntary or mandatory prepayments of the term loans equal to (i) 3.0% if repaid on or prior to the first anniversary of the closing date, (ii) 2.0% if repaid after the first anniversary but on or prior to the second anniversary, and (iii) 1.0% if repaid after the second anniversary but on or prior to the third anniversary. After the third anniversary, no prepayment premium applies. Typical events of default include nonpayment, covenant breach, insolvency, and cross-defaults, which may result in acceleration and obligation to pay all outstanding principal, accrued interest, and fees.
The Credit Agreement contains certain covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Company was in compliance with the covenants contained in the Credit Agreement as of December 31, 2025.
The Credit Agreement is also subject to financial covenants requiring the Company to maintain (i) a Total Leverage Ratio not exceeding specified limits on various compliance dates, e.g., 7.00x through December 31, 2026, decreasing to 6.00x from March 31 2027 through December 31, 2027, decreasing to 5.50x from March 31, 2028, onwards (generally calculated as the ratio of consolidated total debt outstanding (calculated as consolidated total debt net unrestricted cash) to consolidated adjusted EBITDA (calculated as per the terms of the credit agreement)) and (ii) a minimum operating cash flow of not less than $30.0 million (generally calculated as consolidated adjusted EBITDA (calculated as per the terms of the credit agreement) minus consolidated capitalized expenses (calculated as per the terms of the Credit agreement)). The Company was in compliance with the financial covenants as of December 31, 2025 and management anticipates the Company will remain in compliance with the such covenants at future quarterly measurement periods during the next 12 months.
Initial Term Loans
The Initial Term Loans consist of an original principal of $210.0 million, maturing on October 28, 2030. Borrowings under the Credit Agreement bear interest at either (i) Term SOFR rate plus 6.00% or (ii) an Alternative Base Rate (“ABR”), plus 5.00%. The ABR is determined as the greatest of (a) the federal funds effective rate, plus 0.50%, (b) adjusted term SOFR plus 1.00%, (c) the prime rate and (d) 2.00%. The Company elected the SOFR rate plus 6.00% for the Initial Term Loans as of the commencement date.
The Initial Term Loans require quarterly principal payments equal to 0.25% of the original principal amount, with the remaining outstanding balance payable at maturity. Interest is payable at the end of the interest period, and any unpaid and accrued interest is due at the time of final repayment.
Revolver
The Revolver provides for borrowings, repayments, and re-borrowings up to a total commitment of $21.5 million. Revolving loans bear interest at the same rate options applicable to the Initial Term Loans. The Revolver matures on October 28, 2030. The Revolver requires payment of a commitment fee of 0.50% per annum based on the average daily amount of the unused Revolver. The fee is payable quarterly in arrears on the last business day of March, June, September, and December. Commitment fees totaled $19,000 for the year ended December 31, 2025 and are included in interest expense. As of December 31, 2025, the Company has not drawn on the Revolver. The Company recorded $0.9 million of upfront fees and issuance costs allocated to the Revolver as a deferred asset.
DDTL
The DDTL facility permits the Company to draw up to ten tranches, each in a minimum amount of $2.5 million and increments of $250,000, subject to customary conditions, up to $100.0 million. The DDTL will remain available until October 28, 2027. Amounts drawn under the DDTL mature on October 28, 2030. The DDTL bears interest at the same rate options applicable to the Initial Term Loans. The DDTL requires payment of a commitment fee of 1.00% per annum based on the average daily amount of the unused DDTL Commitment. The fee is payable quarterly in arrears on the last business day of March, June, September, and December. Commitment fees totaled $0.2 million for the year ended December 31, 2025 and are included in interest expense.
On December 17, 2025, the Company drew $10.3 million from the DDTL, to fund the purchase of two Pilatus. The Company has elected the SOFR rate plus 6.00% for the DDTL as of the draw. The Company recorded $3.8 million of upfront fees and issuance costs allocated to the DDTL as a deferred asset, of which $0.4 million were reclassified as a discount to the $10.3 million drawn.
The DDTL requires quarterly principal payments equal to 0.25% of the original principal amount, with the remaining outstanding balance payable at maturity. Interest is payable monthly, and any unpaid and accrued interest is due at the time of final repayment.
Other Indebtedness
UMB Loan - UMB Kodiak Aircraft
On February 3, 2020, the Company entered into a credit facility with UMB to finance in part the purchase of four Daher Kodiak aircraft. A promissory note was issued for $5.6 million, established as a 7-year maturity, first 8 months interest only payments monthly, 60 day draw period, then 76-month term plus principal interest due monthly on a 10-year amortization at the rate of 1-month SOFR plus 2.61448%. Debt issuance costs for this loan was $0.1 million.
The UMB loan is subject to financial covenants requiring the Company to maintain a debt service coverage ratio, calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25x for the Company. This loan is also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 5.50 to 1.00 after Quarter 3, 2025 and thereafter. This is calculated as Total Funded Senior Debt (as defined in the applicable note agreements) less municipal debt, divided by adjusted EBITDA (as defined in the applicable note agreements). The Company was in compliance with such financial covenants as of December 31, 2025. On February 24, 2026, the Company obtained an amendment from the lender pursuant to which the December 31, 2025 financial covenants and all future financial covenant requirements under the loan were permanently removed through maturity.
Other loans
The Company maintains various other term loan agreements with aggregate outstanding principal balances not material to the consolidated financial statements. These loans commenced as early as September 9, 2021, bear interest at fixed rates ranging from 3.89% to 5.5% per annum, and mature as late as November 17, 2027.
Debt Issuance Costs
Amortization of debt issuance costs was $1.1 million and $0.9 million for the years ended December 31, 2025 and 2024, respectively. Unamortized debt issuance costs and original issue discounts are presented as a direct deduction from the carrying amount of the associated debt obligations in the balance sheet. These costs are amortized to interest expense over the life of the related debt using the straight-line method, which approximates the effective interest method.
Pledged Assets
As of December 31, 2025, the Company pledged or restricted substantially all of the assets (consisting principally of including aircraft, real property, and intellectual property of the Company and subsidiary guarantors) as collateral for the outstanding debt related to the 2025 Credit Agreement.
Long-term debt consisted of the following:
As of December 31,
dollars in thousands
20252024
Series 2022 Bonds$— $160,000 
Live Oak Bank - BAT 1— 17,532 
Live Oak Bank - BAT 2— 17,604 
UMB Loan (Aircraft Hangar)— 9,822 
Initial Term Loan209,475 — 
DDTL10,224 — 
UMB Loan (Kodiak Aircraft)2,697 3,255 
Other96 174 
Loans payable222,492 208,387 
Less: noncurrent debt issuance costs(7,276)(2,746)
Less: current debt issuance costs(1,910)(1,002)
Less: current portion of long-term debt, net of debt issuance costs(926)(2,170)
Total long-term debt, net of debt issuance costs$212,380 $202,469 
Principal maturities of the outstanding debt as of December 31, 2025 are as follows:
dollars in thousands
Maturities
2026$2,836 
20274,363 
20282,203 
20292,203 
2030210,887 
Thereafter— 
Total$222,492