LONG-TERM DEBT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| LONG-TERM DEBT [Abstract] | |
| LONG-TERM DEBT |
7.
LONG-TERM DEBT
Credit Facility
On February 16,
2024, the Company entered into a secured credit agreement (the “Credit
Agreement”) with Fifth Third Bank, National Association,
pursuant to which the Company, as borrower, obtained a revolving credit
facility in the aggregate principal amount of $40.0 million, including a $10.0
million letter of credit sublimit and a $20.0 million accordion feature (the
“Facility”), the proceeds of which are to be used for working capital, general
corporate and certain other permitted purposes. The initial term of the
Facility was 36 months, maturing on February 16, 2027.
On July 18, 2024, the Company entered into a first amendment (the “First Amendment”) to the Credit Agreement. Among other things, the First Amendment effected certain modifications to (i) clarify certain representations and affirmative covenants of the Company, (ii) clarify certain conditions to each advance, (iii) clarify and/or replace certain events of default and (iv) delete or revise certain definitions in order to harmonize them with the other modifications made. The First Amendment also contained customary releases, representations, warranties, and reaffirmations consistent with the original terms of the Credit Agreement. Except as set forth above, the First Amendment did not materially alter the Credit Agreement.
On March 11, 2025, the Company entered into a second amendment (the “Second Amendment”) to the Credit Agreement, which increased the aggregate principal amount available under the Facility from $40.0 million to $60.0 million. The Second Amendment also expanded the accordion feature from $20.0 million to $25.0 million and extended the maturity date of the Facility from February 16, 2027 to March 7, 2028. Except as set forth above, the Second Amendment did not materially alter the Credit Agreement. On April 13, 2026, the
Company entered into an amended and restated credit agreement (the “Amended and
Restated Credit Agreement”) with the lenders referred to therein (the
“Lenders”), including Fifth Third Bank, National Association as lender and as
administrative agent, joint lead arranger, and joint bookrunner (the “Bank”),
and Flagstar Bank, N.A., Provident Bank and Santander Bank, N.A. as lenders and
as joint lead arrangers and joint bookrunners. The Amended
and Restated Credit Agreement, which replaces the Credit Agreement, provides
the Company, as borrower, with a revolving credit facility in the aggregate
principal amount of $125 million, with a $10 million letter of credit sublimit
and a $25 million accordion feature, and extends the maturity date from March 7, 2028, to
April 11, 2031 (the “Amended and Restated
Facility”). The proceeds of the Amended and Restated Facility may be used for
working capital, general corporate and certain other permitted purposes. The Amended and
Restated Facility is guaranteed by the Company’s wholly-owned subsidiaries and
is secured by a first-priority lien in favor of Fifth
Third Bank, National Association, for the
benefit of the Lenders, on substantially all of the personal property owned by
the Company and its subsidiaries pursuant to an amended and restated guaranty
and security agreement, dated as of April 13, 2026. Each advance
under the Amended and Restated Facility will bear interest on the outstanding
principal amount thereof from the date when made at an interest rate
determined, at the election of the Company, at either the tranche rate (which
is the forward-looking Secured Overnight Financing Rate (SOFR) for one or three
months), or the base rate (which is a variable per annum rate, as of any date
of determination, equal to the prime rate), plus an applicable margin. The
applicable margin is determined pursuant to a pricing grid, which for loans
subject to the tranche rate varies from 1.50% to 2.25%, and, for loans subject
to the base rate varies from 0.50% to 1.25%. The applicable margin may change
quarterly based on the total leverage ratio at such time. The total
leverage ratio is determined with respect to the Company and its subsidiaries
on a consolidated basis for an applicable quarterly period by dividing the
aggregate principal amount of various forms of borrowed indebtedness as of the
last day of a determination period by EBITDA (earnings before interest expense,
taxes, depreciation and amortization) for such period. Interest is
payable in arrears, either quarterly or monthly, depending on the Company’s
interest rate election, with the principal due at maturity.
The Amended and Restated Credit Agreement contains various customary representations, warranties and affirmative, negative and financial covenants, as well as events of default customary for facilities of this type.
In
connection with the Credit Agreement, the Company has incurred a
total of approximately $0.6 million in bank and legal fees consisting of
approximately $0.5 million to execute the Facility
and an additional $0.1 million relating to the Second Amendment.
Currently, these fees have been capitalized and are being amortized over the
term of the Second Amendment to the Credit Agreement. Similarly, any
additional bank and legal fees incurred in connection with the execution of the
Amended and Restated Credit Agreement as well as previously capitalized costs
will be capitalized and amortized over the term of the Amended
and Restated Credit Agreement. For the three months ended
March 31, 2026, interest paid in connection with the Credit Agreement was
approximately $0.2 million and was not material for the three months ended
March 31, 2025. As of March 31, 2026, the Company had $5.0 million
outstanding under the Facility, which has now been repaid in connection with
the replacement of the Facility by the Amended and Restated Facility.
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