SUBSEQUENT EVENTS |
3 Months Ended |
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Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | SUBSEQUENT EVENTS The Company evaluated its March 31, 2026, financial statements for subsequent events through June 18, 2026 the date the financial statements were issued. Please note the following subsequent events: Initial Public Offering As noted in Note 1 - Nature of Business and Basis of Presentation, on May 8, 2026, the Company closed its IPO of 18.4 million shares of its common stock, inclusive of the exercise in full of the underwriters' option to purchase 2.4 million additional shares, at a public offering price of $26.00 per share, resulting in gross proceeds of approximately $478.4 million. The Company received net proceeds of $435.9 million, net of $33.5 million of underwriting discounts and commissions and $9.0 million of offering costs. In connection with the closing of the IPO, all outstanding series of Preferred Stock converted into 68,987,988 shares of common stock and all outstanding preferred financing warrants were automatically exercised into 3,928,050 shares of common stock. The proceeds from the IPO were used to repay $49.7 million of outstanding borrowings and associated fees under the 2025 Loan and Security Agreement and the 2025 Mezzanine Loan and Security Agreement, and to fund a deferred payment of $7.5 million related to the acquisition of ISA, with the remaining balance being used for general corporate and working capital purposes. The $7.5 million payment to ISA above represented satisfaction of a deferred liquidity event cash payment of $15.0 million, less an additional $7.5 million cash holdback retained by the Company to address specified matters described in the Merger Agreement. 2026 Credit Agreement On May 19, 2026, the Company entered into a new senior secured revolving credit agreement (the “2026 Credit Agreement”) with Bank of America, N.A. The 2026 Credit Agreement provides for a revolving credit facility in an aggregate principal amount of $125.0 million (the “Revolving Credit Facility”), maturing on May 19, 2031. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 2.25% to 3.00% per annum, or (ii) an alternative base rate plus an applicable margin of 1.25% to 2.00% per annum, in each case based on the Company’s Total Net Leverage Ratio. A commitment fee ranging from 0.250% to 0.500% per annum applies to unused commitments under the Revolving Credit Facility. The Revolving Credit Facility is guaranteed by each of the Company’s existing and future material domestic subsidiaries and is secured by first-priority liens on substantially all of the Company’s and the guarantors’ personal property assets and certain equity interests, subject to customary exceptions. The Credit Agreement contains customary affirmative and negative covenants and requires the Company to maintain compliance with the following financial covenants, each tested quarterly on a trailing four fiscal quarter basis: (i) a maximum Total Net Leverage Ratio as defined by the 2026 Credit Agreement, commencing at 3.50:1.00, and (ii) a minimum Interest Coverage Ratio as defined by the 2026 Credit Agreement of 3.00:1.00.
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