Long-Term Debt |
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| Long-Term Debt | NOTE 15 – LONG-TERM DEBT 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 Revolver, and a $100.0 million 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 $24.3 million under the DDTL, with $75.7 million remaining in borrowing capacity on the DDTL, and has drawn $10.0 million under the Revolver, with $11.5 million remaining in borrowing capacity on the Revolver as of June 30, 2026. 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 included 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 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 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 June 30, 2026. 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 and $46,000 for the three and six months ended June 30, 2026 and are included in interest expense. The Company recorded $0.9 million of upfront fees and issuance costs allocated to the Revolver as a deferred asset. On March 27, 2026, the Company drew $6.0 million from the Revolver, for working capital needs at an elected rate of SOFR plus 6.00%. In connection with the draw, $0.3 million of previously deferred upfront fees and issuance costs allocated to the Revolver were reclassified as a debt discount to the drawn amount as of March 31, 2026. On June 28, 2026, the Company drew an additional $4.0 million from the Revolver for working capital needs, at an elected rate of SOFR plus 6.00%. In connection with the draw, $0.1 million of previously deferred upfront fees and issuance costs allocated to the Revolver were reclassified as a debt discount to the drawn amount as of June 30, 2026. The remaining deferred asset related to the Revolver was $0.4 million as of June 30, 2026. As of June 30, 2026, total outstanding borrowings under the Revolver were $10.0 million, with $11.5 million of remaining availability under the facility. The total unamortized debt discount and deferred issuance costs associated with the Revolver were $0.4 million as of June 30, 2026. 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 and $0.4 million for the three and six months ended June 30, 2026 and are included in interest expense. The Company recorded $3.8 million of upfront fees and issuance costs allocated to the DDTL as a deferred asset. On December 17, 2025, the Company drew $10.3 million from the DDTL to fund the purchase of two Pilatus aircraft, at an elected rate of SOFR plus 6.00%. In connection with the draw, $0.4 million of previously deferred upfront fees and issuance costs allocated to the DDTL were reclassified as a debt discount to the drawn amount. On April 14, 2026, the Company drew an additional $14.0 million from the DDTL, at an elected rate of SOFR plus 6.00%. In connection with the draw, $0.5 million of previously deferred upfront fees and issuance costs allocated to the DDTL were reclassified as a debt discount to the drawn amount. The remaining deferred asset related to the DDTL was $2.9 million as of June 30, 2026. As of June 30, 2026, total outstanding borrowings under the DDTL were $24.3 million, with $75.7 million of remaining availability under the facility. The total unamortized debt discount and deferred issuance costs associated with the DDTL were $0.9 million as of June 30, 2026. 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 Daher 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 were $0.1 million. 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 $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2025, 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 June 30, 2026, the Company pledged or restricted substantially all of the assets (consisting principally of 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:
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