v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The following table sets forth our debt (in thousands):
September 30,
2026		December 31,
2025
Term loan, due 2028$128,861 $143,861 
Plus: capitalized payment-in-kind interest16,054 16,054 
Total debt144,915 159,915 
Plus: unamortized debt premium, net10,279 15,116 
Less: unamortized debt issuance costs(729)(862)
Total debt, net of unamortized debt issuance costs and debt premium, net154,465 174,169 
Less: current portion of long-term debt(18,333)(1,524)
Total debt, net of current portion$136,132 $172,645 
Term Loan
Refer to Note 9, Debt, within the notes to our audited consolidated financial statements set forth in our Annual Report on Form 10-K, filed with the SEC on March 16, 2026, for details regarding our A&R Credit Agreement for periods prior to the third quarter of 2025.
On August 11, 2025, we entered into Amendment No. 5 to the A&R Credit Agreement (the “A&R Fifth Amendment”). The A&R Fifth Amendment revised the definition of Consolidated EBITDA in the A&R Credit Agreement to allow for $2.4 million of non-cash rent expense related to our Miami Beach office lease to be added back when calculating such Consolidated EBITDA for applicable periods. The other terms of the A&R Credit Agreement prior to the A&R Fifth Amendment remained substantively unchanged.
On November 10, 2025, we entered into Amendment No. 6 to the A&R Credit Agreement (the “A&R Sixth Amendment”). The A&R Sixth Amendment, among other things, (i) extended the maturity of the A&R Credit Agreement to May 25, 2028, (ii) provided that the cash interest rate would be reduced by 0.15% or 0.50% in the event of certain prepayments of $25.0 million and $50.0 million, respectively (neither of which occurred), and (iii) provided that upon the first such prepayment made on the terms and conditions set forth in the A&R Sixth Amendment, the total net leverage ratio would be set at 9.00:1.00 for the quarter ending June 30, 2026, and step down over time until the ratio reaches 7.25:1.00 for the quarter ending December 31, 2027 and any subsequent quarter. The other terms of the A&R Credit Agreement prior to the A&R Sixth Amendment remained substantively unchanged.
On February 9, 2026, we entered into Amendment No. 7 to the A&R Credit Agreement (the “A&R Seventh Amendment”) to, substantially concurrently with the New China JV Initial Closing, amend the terms of the A&R Credit Agreement, to, among other things: (i) permit the New China JV transactions, (ii) permit the contribution of certain intellectual property from us to the New China JV at the second closing pursuant to the Purchase Agreement, and (iii) provide for additional representations, covenants, and mandatory prepayments of our loans under the A&R Credit Agreement (including the entire $45.0 million Purchase Price and an additional $6.666 million from us). Refer to Note 9, Variable Interest Entity, below for definitions of capitalized terms used in, but not defined in, this paragraph.
We performed an assessment of the A&R Seventh Amendment, on a lender-by-lender basis, and accounted for the transaction as a debt modification. As a result of the A&R Seventh Amendment, fees of $0.3 million were expensed as incurred and recorded in other income, net in our condensed consolidated statements of operations for the first quarter of 2026. Fees of $0.2 million paid to or on behalf of the lenders in connection with the A&R Seventh Amendment were recorded as a reduction of the unamortized debt premium and are being amortized as an adjustment to interest expense over the remaining term of the A&R Term Loans (as defined below).
Concurrently with entering into the Repurchase Agreement, defined and described in Note 10, Stockholders’ Equity, we also entered into Amendment No. 8 to the A&R Credit Agreement (the “A&R Eighth Amendment”) to obtain lender consent for the Repurchase Agreement and related transactions. Refer also to Note 17, Related Party Transactions, for additional details. The A&R Eighth Amendment did not modify the pricing, maturity, or financial covenants of the A&R Credit Agreement. Costs incurred in connection with the A&R Eighth Amendment were immaterial.
The stated interest rate of each of Tranche A and Tranche B of the term loans under the A&R Credit Agreement (the “A&R Term Loans”) as of September 30, 2026 was 10.42%. The stated interest rate of each of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2025 was 10.08%. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of September 30, 2026 was 2.93% and 5.74%, respectively. The effective interest rate of Tranche A and Tranche B of the A&R Term Loans as of December 31, 2025 was 3.88% and 6.34%, respectively.
Beginning with the interest period that commenced on June 26, 2026, interest on the A&R Term Loans is payable quarterly in arrears pursuant to the terms of the A&R Credit Agreement. Accordingly, no interest was paid during the three months ended September 30, 2026, and accrued interest of $3.8 million for the period from June 26, 2026 through September 27, 2026 was paid in October 2026.
We were in compliance with applicable financial covenants under the terms of the A&R Credit Agreement and its amendments as of September 30, 2026 and December 31, 2025.
As of September 30, 2026, the entire $144.9 million principal amount of our A&R Term Loans is due at maturity on May 25, 2028, subject to $36.666 million of mandatory prepayments required under the A&R Seventh Amendment, consisting of $18.333 million upon the completion of each of the second and third closings of the New China JV, which are contingent on UTG’s payment of the related Purchase Price (as defined in Note 9, Variable Interest Entity). As the second closing is required to occur on or before January 4, 2027, the related $18.333 million mandatory prepayment is classified as long-term debt, current portion, in our condensed consolidated balance sheet as of September 30, 2026.