v3.26.1
Note 9 - Debt
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 9: DEBT

 

As of June 30, 2026 and December 31, 2025, debt consisted of the following:

 

 

 

Issuance

 

Maturity

 

June 30,

  

December 31,

  

Interest

 
 

Date

 

Date

 

2026

  

2025

  

Rate

 

Amended and Restated Credit Agreement:

               

Revolving Credit Facility

11/6/2025

 

11/6/2028

 $9,744  $4,940  

See below

 

Term Loan Facility

11/6/2025

 

11/6/2028

  33,900   35,700  

See below

 
                

Promissory Note

3/14/2025

 

9/14/2027

  3,409   3,810   14% 
                

Total debt

  47,053   44,450     

Less: debt issuance costs

  409   497     

Total debt, net

  46,644   43,953     

Less: current portion of debt, net

  5,490   4,430     

Total non-current portion of debt, net

 $41,154  $39,523     

 

Deferred financing costs related to the Revolving Credit Facility of $359 and $435 as of June 30, 2026 and December 31, 2025, respectively, are included in other non-current assets on the condensed consolidated balance sheets.

 

Amended and Restated Credit Agreement

 

On  November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB and two additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”; together with NWB, the “New Lenders”). The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) with two debt facilities, including a three-year term loan of $36,000 (the “Term Loan”) and a three-year revolving debt arrangement of up to $22,500 (the “Revolving Credit Facility”). The Term Loan and Revolving Credit Facility have maturity dates of  November 6, 2028 (the “Maturity Date”) and are secured by all the assets of the Borrowers.

 

Additionally, monthly interest payments for both facilities of the Amended Credit Agreement are due and payable on the first day of each successive calendar month following the Refinancing Date, which commenced on December 1, 2025, at a rate equal to the sums of (a) the one-month Term SOFR, (b) base rate of 0.11%; and (c) a floating margin ranging between (i) 2.75% to 3.25% for the Revolving Credit Facility, or (ii) 3.00% to 3.50% for the Term Loan, in each case adjusted quarterly based upon the Company’s Senior Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement). The floating margin is computed as follows: 

 

    

Margin

     
  

Senior

 

Applicable

     
  

Debt to

 

to

  

Margin

 

Pricing

 

Adjusted

 

Revolving

  

Applicable

 

Grid

 

EBITDA

 

Credit

  

to the

 

Level

 

Ratio

 

Advances

  

Term Loan

 

I

 

< 2.50x

  2.75%   3.00% 

II

 

> 2.50x

  3.25%   3.50% 

 

On February 16, 2026, and in conjunction with the Warrant Repurchase Agreement (see Note 13), the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with the Lenders and FMB as Agent for the Lenders. Pursuant to the Amendment, the Agent and Lenders provided requisite consent to the Company for the Warrant Repurchase and the parties agreed that payment of the Warrant Repurchase price would not reduce the amount of “Excess Cash Flow” of the Company for purposes of determining certain Company prepayment obligations.

 

On June 26, 2026, the Agent and the Lenders provided the requisite consent under the Amended Credit Agreement for the Company to complete its underwritten public offering of common stock (see Note 12) and pre-funded warrants (see Note 13). The consent did not amend or waive any other provision of the Amended Credit Agreement, and the net proceeds of the offering were used to prepay borrowings of debt under the Amended Credit Agreement on July 1, 2026 in accordance with the existing terms thereof (see Note 17).

 

During the six months ended June 30, 2026, the Company recorded amortization of debt discount on the Term Loan of $87, and amortization of deferred financing costs on the Revolving Credit Facility of $76, recorded as interest expense in the Company's condensed consolidated statements of operations. During the six months ended June 30, 2025, the Company recorded amortization of deferred financing costs on its prior revolving credit facility of $51.

 

During the six months ended June 30, 2026, the Company repaid $1,800 in principal related to the Term Loan. During the six months ended June 30, 2026, the Company borrowed $18,222 and repaid $13,418 under the Revolving Credit Facility. During the six months ended June 30, 2025, the Company borrowed $18,334 and repaid $15,285 under the prior revolving credit facility. At June 30, 2026, the remaining available amount under the Revolving Credit Facility was $12,756.

 

Promissory Note

 

The Promissory Note was issued on March 14, 2025 as part of the Settlement Agreement to resolve a contingent consideration liability. It is an unsecured obligation of the Company. The Promissory Note bears interest at a fixed annual rate of 14.0% (the “Interest Rate”). In the event of a default (as defined in the Promissory Note), or during any period of non-payment caused by restrictions under the Subordination Agreement (as defined below), the interest rate increases to 17.0% per annum (the “Default Rate”). Commencing October 14, 2025, the Company is required to pay principal and interest in accordance with an amortization schedule that requires equal monthly payments of $109 on the 14th day of each calendar month through maturity on September 14, 2027. On the maturity date, the Company is required to make a final balloon payment of $2,386, representing the remaining principal and accrued but unpaid interest outstanding at maturity. During the six months ended June 30, 2026, the Company made principal repayments of $401 on the Promissory Note.

 

The Stockholders' Representative's rights under the Promissory Note are subject to a Subordination Agreement dated March 14, 2025, by and among the Company, FMB and the Stockholders' Representative (the “Subordination Agreement”). Under the terms of the Subordination Agreement, during any period in which an event of default exists under the Amended Credit Agreement, the Company is prohibited from making any payments on the Promissory Note unless FMB provides prior written consent, and the Stockholders' Representative is prohibited from accepting or enforcing any payments during the subordination period. As of June 30, 2026, the Company is in compliance with the monthly required payments of the Promissory Note and there have been no events of default.