Credit Facility |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| Credit Facility | Credit Facility Description of the ABL Facility
On January 30, 2026, the Company entered into a secured asset-based revolving credit facility (the "ABL Facility") pursuant to a Credit Agreement (the "Credit Agreement") among the Company, certain of its subsidiaries as guarantors, and JPMorgan Chase Bank, N.A., as administrative agent. The ABL Facility provides for revolving borrowings of up to $30.0 million, subject to customary borrowing base limitations based on eligible accounts receivable, and includes an accordion feature permitting increases of up to an additional $20.0 million, subject to lender consent and other customary conditions. The ABL Facility matures on January 30, 2029 and is available for working capital and general corporate purposes. Costs incurred in connection with establishing the ABL facility were deferred and are being amortized on a straight-line basis over the 36-month term of the ABL Facility.
The Credit Agreement was amended on June 1, 2026 (the “First Amendment”) and on October 30, 2026 (the “Second Amendment”). The Second Amendment permits restricted payments under a share repurchase program approved by the Administrative Agent. The amendments did not change the facility’s borrowing capacity, maturity, interest rate margins, or commitment fee.
Interest Rate and Fees
Borrowings under the ABL Facility bear interest, at the Company's election, at either (i) an adjusted term Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 2.00%, or (ii) a floating SOFR-based rate plus an applicable margin of 2.00%. The Company is also required to pay a commitment fee of 0.25% per annum on the daily
average unused portion of the ABL Facility. As of September 30, 2026, no amounts were outstanding under the ABL Facility.
Security and Guarantees
The obligations under the ABL Facility are guaranteed by certain subsidiaries of the Company and are secured by a first-priority lien on substantially all eligible personal property of the loan parties, excluding owned aircraft.
Restrictive Covenants
The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the Company's and its subsidiaries' ability to:
•incur additional indebtedness or guarantee obligations;
•create or permit liens on assets;
•undertake certain mergers, consolidations, or other fundamental changes;
•make certain investments, acquisitions, or capital expenditures beyond specified thresholds;
•enter into asset sales or sale-leaseback transactions outside the ordinary course of business;
•pay dividends on, or repurchase, common stock (other than repurchases under an Administrative Agent-approved share repurchase program);
•make certain debt prepayments or restricted payments; and
•enter into transactions with affiliates on non-arm's-length terms.
The Credit Agreement also includes customary events of default, including payment defaults, covenant breaches, cross-defaults to material indebtedness, and certain insolvency events. Upon an event of default, the lenders may, among other remedies, terminate commitments, accelerate outstanding obligations, and exercise remedies against the collateral. As of September 30, 2026, the Company was in compliance with all covenants under the Credit Agreement.
|