v3.26.1
Long-Term Debt
6 Months Ended
Jun. 27, 2026
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
On May 2, 2024, LYMI Inc., a wholly owned subsidiary of Reformation Inc., entered into a credit agreement with JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada (the “Credit Agreement”), to secure a five-year term loan of $165.0 million (“Term Loan”) and a revolving line of credit (“Revolver”) with a maximum borrowing capacity of $30.0 million (together, the “Credit Facility”).
On June 17, 2026, the Company entered into an amendment to its Credit Agreement (the "Amendment"). The Amendment, among other things, (i) provided for an additional $52.0 million of term loan borrowing (ii) provided for an incremental $40.0 million delayed draw term loan facility, of which, $40.0 million was funded on June 17, 2026 (iii) extended the maturity date of the term loan facilities and the revolving credit facility to June 17, 2031, and (iv) revised the scheduled principal amortization of the term loan facilities to reduce required principal payments over the remaining term of the debt. Upon completion of the Amendment, the Company had $246.7 million of term loan borrowings outstanding on June 17, 2026. Borrowings under the Amended Term Loans bear interest at a variable rate based on (Secured Overnight Financing Rate (“SOFR”) plus an applicable margin.
The Company evaluated the Amendment in accordance with ASC 470, Debt, and concluded that the amendments to the term loan facilities should be accounted for as a debt modification as the terms were not substantially different. The Company incurred a total of $3.3 million in financing and third-party fees. Lender fees allocated to the term loans amounted to $2.8 million and were capitalized and will be amortized as an adjustment to interest expense over the remaining term of the debt using the effective interest method and the SOFR rate as of June 17, 2026. Third-party fees of $0.3 million incurred in connection with the modification of the term loan facilities were recognized in earnings as incurred. Fees allocated to the revolving borrowings of $0.2 million were capitalized and will be amortized ratably over the term of the revolving credit facility.
As of June 27, 2026 and December 27, 2025, the Company had $246.7 million and $158.8 million outstanding under its Term Loan, respectively, and no borrowings under its Revolver.
The Credit Facility includes a $10.0 million sub-limit on letters of credit. Outstanding letters of credit reduce the amount available to borrow on the Revolver. As of both June 27, 2026 and December 27, 2025, the available credit under the Revolver was $26.4 million, reflecting the available limit of $30.0 million less outstanding letters of credit of $3.6 million. Loan amounts under the Revolver may be borrowed, repaid and re-borrowed during the term. The unused portion of the Revolver bears a commitment fee of 0.50%.
The following summarizes the Company’s outstanding long-term debt:
(in thousands)As of
June 27,
2026
December 27,
2025
Term loans, gross$246,687 $158,813 
Less: Unamortized debt, issuance costs(5,158)(2,839)
Total long-term debt241,529 155,974 
Less: Current portion of long-term debt(1,606)(8,250)
Long-term debt, net of current portion$239,923 $147,724 
The Term Loan may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period.
The Term Loan requires quarterly principal payments with a balloon payment upon maturity. Scheduled principal payments for future fiscal years are as follows:
(in thousands)
Fiscal year
20274,819 
202811,244 
202912,850 
203012,850 
2031204,924 
Total Term Loan - principal payments$246,687 
Interest on the Term Loan is payable quarterly and accrues, at the Company’s option, at either SOFR plus 3.75% or the Alternate Base Rate plus 2.75%. The Alternate Base Rate is defined as the greatest of (i) the prime rate, (ii) the New York Federal Reserve Bank rate plus 0.50%, and (iii) one-month Term SOFR plus 1.00%, subject to a floor of 1.00%.
Borrowings under the Credit Facility are collateralized by substantially all assets of the Company. The Credit Agreement contains various customary representations and warranties, affirmative and negative and covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.15 to 1.00 as of the last day of each fiscal quarter of the Company through March 31, 2025 and 1.25 to 1.00 for each fiscal quarter thereafter. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.50 times Consolidated Adjusted Earnings Before Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (as defined in the financing agreement) as of the last day of any fiscal quarter of the Company. As of June 27, 2026, the Company was in compliance with all financial covenants contained in the Credit Facility.