LONG-TERM DEBT

9 Months Ended

Sep. 30, 2026

The components of long-term debt were as follows (in thousands):


	September 30, 2026								December 31, 2025
	Interest Rate			Maturity Date		Carrying Value			Carrying Value
Revolving Credit Facility		5.38	%		April 2031	$	10,000		$	-
Mortgage Loan		5.95	%		July 2036		15,020			-
Total debt							25,020			-
Less: current portion of long-term debt ⁽¹⁾							(268	)		-
Long-term debt						$	24,752		$	-

(1) Included within “Current portion of finance lease liabilities and current portion of long-term debt” on the Condensed Consolidated Balance Sheets.

Credit Facility

On February 16, 2024, the Company entered into a secured credit agreement (the “Credit Agreement”) with Fifth Third Bank, National Association, pursuant to which the Company, as borrower, obtained a revolving credit facility in the aggregate principal amount of $40.0 million, including a $10.0 million letter of credit sublimit and a $20.0 million accordion feature (the “Facility”), the proceeds of which were used for working capital, general corporate and certain other permitted purposes. The initial term of the Facility was 36 months, maturing on February 16, 2027.

On July 18, 2024, the Company entered into a first amendment (the “First Amendment”) to the Credit Agreement. Among other things, the First Amendment effected certain modifications to (i) clarify certain representations and affirmative covenants of the Company, (ii) clarify certain conditions to each advance, (iii) clarify and/or replace certain events of default and (iv) delete or revise certain definitions in order to harmonize them with the other modifications made. The First Amendment also contained customary releases, representations, warranties, and reaffirmations consistent with the original terms of the Credit Agreement. Except as set forth above, the First Amendment did not materially alter the Credit Agreement.

On March 7, 2025, the Company entered into a second amendment (the “Second Amendment”) to the Credit Agreement, which increased the aggregate principal amount available under the Facility from $40.0 million to $60.0 million. The Second Amendment also expanded the accordion feature from $20.0 million to $25.0 million and extended the maturity date of the Facility from February 16, 2027 to March 7, 2028. Except as set forth above, the Second Amendment did not materially alter the Credit Agreement.

On April 13, 2026, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with the lenders referred to therein (the “Lenders”), including Fifth Third Bank, National Association as lender and as administrative agent, joint lead arranger, and joint bookrunner, and Flagstar Bank, N.A., Provident Bank, and Santander Bank, N.A. as lenders and as joint lead arrangers and joint bookrunners. The Amended and Restated Credit Agreement, which replaces the Credit Agreement, provides the Company, as borrower, with a revolving credit facility in the aggregate principal amount of $125 million, with a $10 million letter of credit sublimit and a $25 million accordion feature, and extends the maturity date from March 7, 2028, to April 11, 2031 (the “Amended and Restated Facility”). The proceeds of the Amended and Restated Facility may be used for working capital, general corporate and certain other permitted purposes.

The Amended and Restated Facility is guaranteed by the Company’s wholly-owned subsidiaries and is secured by a first-priority lien in favor of Fifth Third Bank, National Association, for the benefit of the Lenders, on substantially all of the personal property owned by the Company and its subsidiaries pursuant to an amended and restated guaranty and security agreement, dated as of April 13, 2026.

Each advance under the Amended and Restated Facility will bear interest on the outstanding principal amount thereof from the date when made at an interest rate determined, at the election of the Company, at either the tranche rate (which is the forward-looking Secured Overnight Financing Rate (SOFR) for one or three months), or the base rate (which is a variable per annum rate, as of any date of determination, equal to the prime rate), plus an applicable margin. The applicable margin is determined pursuant to a pricing grid, which for loans subject to the tranche rate varies from 1.50% to 2.25%, and for loans subject to the base rate varies from 0.50% to 1.25%. The applicable margin may change quarterly based on the total leverage ratio at such time. The total leverage ratio is determined with respect to the Company and its subsidiaries on a consolidated basis for an applicable quarterly period by dividing the aggregate principal amount of various forms of borrowed indebtedness as of the last day of a determination period by EBITDA (earnings before interest expense, taxes, depreciation and amortization) for such period. Interest is payable in arrears, either quarterly or monthly, depending on the Company’s interest rate election, with the principal due at maturity.

The Amended and Restated Credit Agreement contains various customary representations, warranties and affirmative, negative and financial covenants, as well as events of default customary for facilities of this type.

During the three months ended September 30, 2026, and subsequently on October 2, 2026, the Company repurchased shares of its common stock while advances under the Amended and Restated Facility were outstanding, which repurchases consequently were not in compliance with the conditions stated in the Amended and Restated Credit Agreement and, as such, constituted an event of default. On November 6, 2026, the Company entered into the First Amendment to Amended and Restated Credit Agreement and Waiver (the “Amendment and Waiver”) under which, among other things, the Lenders waived such event of default. In addition, the Amendment and Waiver amends the Amended and Restated Credit Agreement to permit future share repurchases by the Company provided that no default or event of default is continuing or would result and that the Company’s total liquidity after the transaction would exceed $25 million, and further adds a Daily Simple SOFR borrowing option allowing daily borrowing with the ability to repay such borrowings without premium, penalty or breakage fees; the existing loan options available under the Amended and Restated Credit Agreement remain unchanged.

In connection with the original Facility and the Amended and Restated Facility (but excluding costs incurred in connection with the Amendment and Waiver), the Company has incurred a total of approximately $1.6 million in bank and legal fees consisting of approximately $0.5 million to execute the Facility, an additional $0.1 million relating to the Second Amendment and an additional $1.0 million for the Amended and Restated Facility. These fees have been capitalized and are included in deferred finance charges on the Condensed Consolidated Balance Sheet and are being amortized to interest expense over the term of the Amended and Restated Facility.

For the three and nine months ended September 30, 2026, interest paid in connection with the original Facility and the Amended and Restated Facility was approximately $0.4 million and $0.9 million compared to $0.3 million and $0.4 million for the three and nine months ended September 30, 2025.

As of September 30, 2026, the Company had $10.0 million outstanding under the Amended and Restated Facility.

Mortgage Loan

On July 7, 2026, in connection with the acquisition of its previously leased campus property in Melrose Park, Illinois, the Company entered into a loan agreement with Provident Bank in the principal amount of $15.0 million (the “Mortgage Loan”). The Mortgage Loan bears interest at a fixed rate of 5.95% per annum for the first five years and thereafter at a rate equal to the five-year U.S. Treasury yield plus 1.75%, subject to a floor of 5.00% per annum. The Mortgage Loan is payable in monthly installments of principal and interest of approximately $0.1 million, which began on September 1, 2026, and matures on July 1, 2036. The Mortgage Loan is secured by the Melrose Park property, is guaranteed by the Company and its subsidiaries, and contains customary representations, warranties, and financial and other covenants. As of September 30, 2026, the outstanding principal balance of the Mortgage Loan was $15.0 million, of which $0.3 million was classified as current. The Mortgage Loan is presented net of unamortized debt issuance costs of $0.2 million.