Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | Note 8 - Debt Total debt is comprised of the following (in thousands):
As of June 30, 2026, the Company had outstanding borrowings under its 2026 Credit Agreement (as defined below), which matures on April 24, 2030. As of December 31, 2025, the Company had outstanding borrowings under its prior term loan facility, which was fully repaid on April 24, 2026. Credit Agreement On April 24, 2026, certain subsidiaries of the Company entered into a term loan credit agreement (the “2026 Credit Agreement”) providing for a senior secured term loan facility in an aggregate principal amount of $475.0 million. The term loan was issued with a $28.5 million discount and will mature on April 24, 2030. It bears interest, at the borrower's election, at a rate equal to the Term Secured Overnight Financing Rate (“Term SOFR”) plus 8.0% or a base rate plus 7.0%. The interest rate in effect as of June 30, 2026 was 11.62%. The loan amortizes in equal monthly installments, with annual amortization of 12.5% of the original principal amount in year one and 15.0% thereafter, and is subject to customary mandatory prepayments, including from excess cash flow and certain asset sale proceeds. The obligations are secured by substantially all of the assets of Buzz Finco LLC (the “Borrower”), a wholly owned subsidiary of the Company, and certain of the Borrower's subsidiaries that guarantee the obligation. The Company incurred issuance costs of approximately $6.7 million in connection with the 2026 Credit Agreement. In addition, on April 24, 2026, certain subsidiaries of the Company entered into a senior priority revolving credit agreement (the “2026 Revolving Credit Agreement”) providing for a senior secured revolving credit facility in an aggregate principal committed amount of $50.0 million, including $10.0 million of letters of credit capacity, maturing on January 23, 2030. The 2026 Revolving Credit Facility is available for general corporate purposes and working capital. Borrowings under the 2026 Revolving Credit Agreement bear interest, at the borrower's election, at a rate equal to Term SOFR plus 4.0% or the base rate plus 3.0%. The 2026 Revolving Credit Agreement requires the payment of an unused commitment fee ranging from 0.375% to 0.5% per annum on undrawn commitments, based on the Company's total leverage ratio, as well as customary letter of credit fees and an annual administrative agency fee. As of June 30, 2026, amounts available under the revolving credit facility were $50.0 million. The Company incurred issuance costs of approximately $0.7 million in connection with the 2026 Revolving Credit Agreement. The 2026 Credit Agreement and the 2026 Revolving Credit Agreement contain customary events of default and financial affirmative and negative covenants, including limitations on additional indebtedness, liens, restricted payments and investments, and contain financial maintenance covenants, including a maximum consolidated total leverage ratio of 3.00 to 1.00 with incremental step downs over time to reach 2.00 to 1.00 on June 30, 2028, and a minimum liquidity requirement of $25.0 million, increasing to $50.0 million after the five month anniversary of the closing date of the credit agreements. As of June 30, 2026, and at all times during the six months ended June 30, 2026, the Company was in compliance with all debt covenants. Prior to entering into the 2026 Credit Agreement and 2026 Revolving Credit Agreement, certain of the Company's wholly owned subsidiaries, including the Borrower, were party to a credit agreement (as amended, the “2020 Credit Agreement”), pursuant to which the Company borrowed an aggregate principal amount of $575.0 million through a seven-year term loan (“Original Term Loan”) and $275.0 million through a seven-year incremental term loan (collectively with the Original Term Loan, the “Term Loans”). The proceeds from the 2026 Credit Agreement, together with cash on hand, were used to repay in full and terminate the Company’s outstanding indebtedness under the 2020 Credit Agreement. In addition, the 2020 Credit Agreement provided for a $50.0 million senior secured revolving credit facility (the “2020 Revolving Credit Facility”), which was originally scheduled to mature on June 17, 2026 and included $25.0 million of letters of credit capacity. The 2020 Revolving Credit Facility was terminated on April 24, 2026 in connection with the Company's entry into the 2026 Revolving Credit Agreement. In connection with the repayment of the Term Loans and the termination of the 2020 Revolving Credit Facility, the Company recognized a loss of $1.5 million on extinguishment of debt, primarily related to the write-off of unamortized debt issuance costs during the three and six months ended June 30, 2026. Interest expense, including the amortization of debt discount and debt issuance costs, was $14.7 million and $11.8 million for the three months ended June 30, 2026 and 2025, respectively. Interest expense, including the amortization of debt discount and debt issuance costs, was $25.0 million and $23.5 million for the six months ended June 30, 2026 and 2025, respectively. As the term loans outstanding under the 2026 Credit Agreement as of June 30, 2026 and the 2020 Credit Agreement as of December 31, 2025 were issued with floating rates of interest, the Company believes that the fair value of the obligations approximated the principal amount of the loans of each respective balance sheet date. The carrying value of the term loans represents the outstanding principal amount, less unamortized debt discount and debt issuance costs. Therefore, the carrying value of the debt, before any transaction costs, would approximate the fair value of the loan obligation based on Level 2 inputs since the term loans carry variable interest rates that were based on the Term SOFR. Future maturities of long-term debt as of June 30, 2026, were as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||