v3.26.1
DEBT
 6 Months Ended
Jun. 30, 2026
DEBT [Abstract]  
DEBT
7.
DEBT
 
A summary of outstanding senior notes payable is as follows:
 
         
     June 30,
2026 		     December 31,
2025 		 
(In thousands)
         
JPM revolving credit facility
 $125,000   $             -  
JPM term loan
  73,125    74,063 
Less: Debt discount and issuance costs
  (1,536)    (1,920) 
Total debt
  196,589    72,143 
Less: current portion of long-term debt
  (3,750)    (2,813) 
Long-term debt
 $192,839   $69,330 
 
JPM Credit Agreement
 
On August 5, 2025 (the “JPM Closing Date”), the Company and all of the Company’s subsidiaries entered into a Credit Agreement (the “JPM Credit Agreement”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The JPM Credit Agreement provides for $300 million of senior secured credit facilities, consisting of (a) a term loan in the aggregate principal amount of $75 million (the “JPM Term Loan Facility”), which was drawn in full on the JPM Closing Date, and (b) a revolving credit facility in the aggregate principal amount of $225 million (the “JPM Revolving Facility”). The Company may also request, subject to customary conditions, additional incremental revolving commitments or term loans in an aggregate principal amount not to exceed $100 million (together with the JPM Term Loan Facility and the JPM Revolving Facility, the “JPM Credit Facilities”). The JPM Term Loan Facility has a maturity date of August 5, 2028 (the “JPM Term Maturity Date”), and the JPM Revolving Facility has a maturity date of August 5, 2028 or any earlier date on which the commitments under the JPM Revolving Facility are reduced to zero or otherwise terminated pursuant to the terms of the JPM Credit Agreement.
 
On March 2, 2026, the Company borrowed $125.0 million under the JPM Revolving Facility, used to fund the accelerated share repurchase agreement (“ASR Agreement”). See Note 8 for further details.
 
Interest on borrowings under the JPM Credit Facilities accrues at an applicable rate equal to (i) an alternate base rate plus an applicable spread (each such borrowing, an “ABR Borrowing”) or (ii) Term Secured Overnight Financing Rate (“SOFR”) plus an applicable spread (each such borrowing, a “Term Benchmark Borrowing”), in each case based on the lower of the applicable rates set forth in the JPM Credit Agreement, which are based on the Company’s total leverage ratio. These applicable spreads range from 150 basis points to 200 basis points over the alternate base rate and 250 basis points to 300 basis points over Term SOFR, in each case, as determined in accordance with the provisions of the JPM Credit Agreement. The Company has agreed to pay a commitment fee at specified rates set forth in the JPM Credit Agreement, which, based on the Company’s total leverage ratio, ranges from 30 basis points to 35 basis points on the daily amount of the undrawn portion of the aggregate commitments of the lenders under the JPM Revolving Facility. At the Company’s request, each borrowing initially shall be either an ABR Borrowing or a Term Benchmark Borrowing, and the Company may thereafter elect to convert any such borrowing to a different type. During the occurrence and continuance of an Event of Default (as defined in the JPM Credit Agreement), all borrowings shall accrue interest at a rate per annum equal to 2% plus the applicable rate. As of June 30, 2026, the interest rate on the JPM Term Loan Facility and the JPM Revolving Facility was approximately 6.12%. 
 
On the JPM Revolving Facility Maturity Date, the Company will repay the unpaid principal amount outstanding under the JPM Revolving Facility. Under the JPM Term Loan Facility, the Company will make principal payments in accordance with and on the dates specified in the amortization schedule set forth in the JPM Credit Agreement, with the remaining unpaid principal amount to be paid in full on the JPM Term Maturity Date. The Company may prepay at any time and from time to time any borrowing in whole or in part, without premium or penalty (other than, if applicable, any break funding expenses), subject to customary notice requirements.
 
All of the Company’s obligations under the JPM Credit Agreement are secured by a first-priority lien and security interest in substantially all of the tangible and intangible assets, including intellectual property and equity interests, of the Company and all of its subsidiaries.
The JPM Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar debt financings. The negative covenants include certain financial covenants, including a maximum total leverage ratio of 2.50 to 1.00 and a minimum fixed charge coverage ratio of 1.20 to 1.00. The negative covenants also restrict or limit the Company’s ability and the ability of the Company’s subsidiaries to, among other things and subject to certain exceptions contained in the JPM Credit Agreement, incur new indebtedness; create liens on assets; engage in certain fundamental corporate changes; make certain investments; dispose of certain assets; engage in sale and leaseback transactions or swap agreements; make dividend payments and other certain Restricted Payments (as defined in the JPM Credit Agreement); engage in certain affiliate transactions; enter into any other agreements that have the impact of restricting the Company’s ability to make loan repayments under the JPM Credit Agreement; or amend certain material documents.
 
The debt maturities over the next five years are as follows (in thousands):
 
     
Fiscal year    Amount  
2026  $1,875 
2027   4,688 
2028   191,562 
2029   -  
2030   -  
Total  $198,125 
 
As of June 30, 2026, the Company was in compliance with all of its debt covenants in the JPM Credit Agreement.