v3.26.1
Debt, Net
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt, Net Debt, Net
We entered into a term loan ("Term Loan") and revolving facility ("Revolving Facility" and, together with the Term Loan, " Existing Credit Agreement") with Bank of America, N.A., on January 27, 2022, providing for a 5.5 year term loan with a principal balance of $400.0 million and with the net proceeds of $376.0 million. The Revolving Facility provided for borrowing availability of up to $50.0 million. As of June 30, 2026, there was principal of $245.1 million outstanding on the Term Loan. Through December 31, 2025, $5.0 million of the Term Loan was payable quarterly. From March 31, 2026, $7.5 million of the Term Loan is payable quarterly. The Term Loan matures in July 2027.

For every interest period, the interest rate on the Term Loan is the adjusted Secured Overnight Financing Rate ("SOFR") plus 4.75%. The Term Loan is amortized in quarterly installments on each scheduled payment date. The Term Loan comes with a leverage covenant, which goes into effect only if the utilization on the Revolving Facility exceeds 35% of the $50.0 million Revolving Facility at each quarter-end starting the second quarter 2022, such that the first lien leverage ratio (as defined in the Existing Credit Agreement) should not exceed 5.40. The Existing Credit Agreement has certain financial and nonfinancial covenants, including the "springing" leverage ratio covenant. The Existing Credit Agreement also requires that we deliver our audited consolidated financial statements to our lender within 120 days of our fiscal year end, December 31. Should we fail to distribute the financial statements to our lender within 120 days, we are allowed an additional 30 days to cure. We were in compliance with the financial covenants under the Term Loan as of June 30, 2026.

The interest rate on the Revolving Facility is the adjusted SOFR plus 2.5% with an adjusted SOFR floor of 0%. During the fourth quarter of 2025, we borrowed $50.0 million under the Revolving Facility and the balance outstanding as of June 30, 2026 and December 31, 2025 was $50.0 million, presented within current liabilities. We were in compliance with the financial covenants under the Revolving Facility as of June 30, 2026.
The carrying values of our debt, net of discounts, deferred financing and debt issuance costs were as follows (in thousands):

June 30, 2026
December 31, 2025
Term Loan 1
$
241,795 
$
255,117 
Revolving Facility
50,000 
50,000 
Total debt, net 2
$
291,795 
$
305,117 
_______________
1 Includes unamortized discount of $3.1 million and $4.7 million and unamortized loan fees of $0.2 million and $0.3 million, as of June 30, 2026 and December 31, 2025, respectively, recorded as a reduction of the carrying amount of the debt and amortized to interest expense using the effective interest method.
2 Estimated fair value of our debt was $229.3 million as of June 30, 2026.

Debt exchange and settlement agreement

On May 29, 2026 we entered into an exchange agreement with all lenders under our Existing Credit Agreement ("Participating Lenders"), which was ratified by our shareholders at the annual shareholder meeting held on July 22, 2026. The Existing Credit Agreement shall be deemed repaid in full in exchange for: (i) a new $150.0 million term loan facility held by the Participating Lenders (the "Priority Term Loans"), maturing in January 2031 and bearing interest at Term SOFR plus 5.00% (with up to 50% of interest payable in kind at a plus 0.50% margin premium), amortizing at 0.25% of original principal per quarter, with a 75% excess-cash-flow sweep and no financial maintenance covenants; (ii) the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock, $0.0001 par value per share and initial stated value of $1,022.05 per share (the “Series A Preferred Stock”), assuming an initial conversion price of $10.40, convertible up to 5,287,321 shares of our Class A Common Stock, and includes shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock in respect of accrued PIK Dividends to the Participating Lenders, with an aggregate initial stated value of $40.1 million (the "Share Consideration"); and (iii) a one-time cash payment to the Participating Lenders in the aggregate amount of $20.9 million. "PIK Dividends" mean preferential cumulative dividends accruing at a rate of 7.0% per annum on the stated value of the Series A Preferred Stock and, unless paid in cash, compounded and added to the stated value of the Series A Preferred Stock each calendar quarter from July 23, 2026 until January 14, 2031.