Debt

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt

9.Debt

On May 15, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with White Oak ABL, LLC and White Oak Commercial Finance, LLC, providing for a $65 million asset-based revolving credit facility (the “Revolver”) and a $38 million fixed asset term loan (the “Term Loan”). The Credit Agreement, as subsequently amended, matures on May 15, 2028 and is secured by substantially all of the assets of the Company and its subsidiaries, including fixed assets and accounts receivable.

The Company has a maximum borrowing capacity under the Revolver of $65 million and a letter of credit sublimit that is equal to the lesser of $5 million and the aggregate unused amount of the revolving commitments then in effect.

The Company is subject to a commitment fee for the unused portion of the maximum borrowing availability under the Revolver.

As of September 30, 2025, the Company had no borrowings under the Revolver. The Company’s borrowing availability under the Revolver at September 30, 2025 was approximately $41.2 million.

The Company’s obligations under debt arrangements consisted of the following:

	September 30, 2025		December 31, 2024
Term loan	$	23,000	$	23,000
Other		3,528		3,843
Total debt		26,528		26,843
Less: current		1,044		426
Less: deferred debt issuance costs (1)		2,920		3,666
Total long-term debt	$	22,564	$	22,751

(1) Total debt issuance costs include underwriter fees, legal fees, syndication fees and fees related to the execution of the Credit Agreement and the termination and repayment of the Company’s prior credit facility.

The Credit Agreement is used to finance working capital and general corporate purposes, capital expenditures, permitted acquisitions and associated transaction fees, and to refinance existing indebtedness. Borrowings under the Revolver may be repaid and reborrowed, subject to the borrowing base and other conditions.

As amended, the Revolver and Term Loan bear interest at rates based on 30-day SOFR plus applicable margins, subject to a SOFR floor. As of September 30, 2025, the applicable margin is 4.50% for the Revolver and 6.50% for the Term Loan, with a 4.39% SOFR floor.

The quarterly weighted average interest rate for the Credit Agreement, as of September 30, 2025 and 2024 was 10.53% and 11.87%, respectively.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, asset sales, and dividends, as well as financial maintenance covenants. The financial covenants, as amended, include a minimum Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA thresholds and a minimum liquidity requirement, each tested periodically.

Financial covenants

Restrictive financial covenants under the amended Credit Agreement include:

● A Consolidated Fixed Charge Coverage Ratio not to be less than 1:00 to 1:00 for each trailing four quarter period.

● A Revolver Loan Turnover Ratio not to be less than 2.5 to 1.0 for each fiscal quarter.

● A Term Loan Loan-to-Value Ratio not to be greater than 60% for each fiscal quarter.

Under the Credit Agreement, the Company may not permit Liquidity (as defined in the Credit Agreement) to fall below $15 million (i) for more than three (3) consecutive Business Days (as defined in the Credit Agreement) nor (ii) as of the close of business on Friday of each week.

In addition, the Credit Agreement contains events of default that are usual and customary for similar arrangements, including non-payment of principal, interest or fees; breaches of representations and warranties that are not timely cured; violation of covenants; bankruptcy and insolvency events; and, events constituting a change of control.

The Company was in compliance with all financial covenants under the Credit Agreement as of September 30, 2025.