Debt | 6. Debt As of June 30, 2024 and December 31, 2023, our debt consisted of the following: June 30, December 31, 2024 2023 Term loan $ 350,000 $ 95,000 Revolving credit facility 50,000 35,000 Other 262 494 Total debt 400,262 130,494 Current portion of long-term debt ( 35,148 ) ( 20,339 ) Unamortized debt issuance costs ( 4,269 ) ( 1,812 ) Total long-term debt $ 360,845 $ 108,343 Credit Facilities On July 3, 2023, the Company entered into a four-year credit agreement providing for (i) a $ 100.0 million term loan (as amended and as described herein, the “Term Loan”), and (ii) a $ 50.0 million revolving credit facility (as amended and as described herein, the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). Upon the closing of the Credit Facilities, the Ag Loan was terminated. On May 10, 2024, the Company entered into a credit agreement amendment (the “Amendment”), which amended the Credit Facilities to increase the principal amount of the Term Loan to $ 350.0 million and increase the available capacity of the Revolving Credit Facility to $ 75.0 million . Following the Amendment, the Company borrowed approximately $ 265.0 million under the Term Loan to fund a portion of the purchase price of certain acquisitions permitted by the credit agreement. Immediately following the Offering, we plan to use approximately $ 100.0 million of the net proceeds to repay outstanding borrowings under our Credit Facilities. See Note 10 – Subsequent Events for additional information related to the Offering. We may elect for outstanding borrowings under our Credit Facilities to accrue interest at a rate based on either (i) a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 0.10 %, or (ii) the base rate, in each case plus an applicable margin. Borrowings under our Credit Facilities accrue interest based on a five-tiered pricing grid tied to our current leverage ratio. The applicable margin ranges from 2.75 % to 3.75 % in the case of Term SOFR loans and letter of credit fees, and 1.75 % to 2.75 % in the case of base rate loans, and commitment fees range from 0.375 % to 0.50 %. Interest on all outstanding SOFR loans shall be payable on the last day of each interest period, which may be, at the Company’s election, 1-month, 3-months, or 6-months. Interest on all outstanding base rate loans shall be payable on the first day of each calendar quarter. Our Credit Facilities is secured by a first priority security interest in substantially all of our assets and the assets of our restricted subsidiaries, which are party to our credit facility as guarantors. Subject to certain exceptions and materiality qualifiers, our Credit Facilities include certain customary affirmative and negative covenants, which, among other things, restrict our ability and our restricted subsidiaries’ ability, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates or restrictive agreements, change our business, prepay debt and amend our organizational and material agreements. Our Credit Facilities allow us to make cash dividends to our shareholders so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma leverage ratio is less than 3.25 :1.00 and (iii) pro forma liquidity is at least $ 10 million. In addition, we are required to comply the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of no greater than 3.50 :1.00 for the period of four consecutive fiscal quarters ending prior to the consummation of the Offering, or 4.00 :1.00 for the period of four consecutive fiscal quarters ending on or after the date of the closing of the Offering (subject, in either case, to a 0.50 :1.00 leverage step-up for any “qualified acquisition” for the fiscal quarter in which such “qualified acquisition” occurs and the immediately following two fiscal quarters, at the Company’s election, subject to a cap of 0:50 :1.00 on such step-up regardless of the total number of “permitted acquisitions” and certain other limitations set forth therein), subject to an additional step up of 0.25 for the second quarter of 2024 in connection with consummation of the East Stateline Acquisition, the fiscal quarter in which the “qualified acquisition” occurs if such “qualified acquisition” is consummated on or about the effective date of the Credit Facility Amendment; (ii) a minimum interest coverage ratio of at least 2.75 to 1.00 as of the last day of each fiscal quarter ending on or after the date of the closing of the Offering; and (iii) a minimum debt service coverage ratio of at least 1.25 to 1.00 as of the last day of each fiscal quarter ending prior to the date on which the Offering is consummated. Our Credit Facilities contain customary events of default, including for our failure and the failure of other loan parties to comply with the various financial, negative and affirmative covenants under our credit facility (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our credit agreement), the agent, with the consent of or at the direction of the requisite lenders thereunder, has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under our credit facility to be immediately due and payable. The Company was in compliance with these covenants as of June 30, 2024 . The principal outstanding amount of the Credit Facilities approximates the estimated fair value because the interest rates applicable to such amounts are variable and reflective of market rates and the debt may be repaid, in full or in part, at any time without penalty. Term Loan The Term Loan is subject to quarterly principal amortization payments that are payable on the first day of each quarter. Any principal amounts outstanding on the maturity date, July 3, 2027, become due and payable on such date. Debt issuance costs associated with the Term Loan consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $ 0.4 million and $ 0.5 million for the three and six months ended June 30, 2024, which are included in interest expense, net in the condensed consolidated statements of operations. Net debt issuance costs of $ 4.3 million and $ 1.8 million associated with the Term Loan as of June 30, 2024 and December 31, 2023, respectively, are reported as a direct deduction from the carrying amount of the related long-term debt. For the three and six months ended June 30, 2024, the Company incurred $ 5.0 million and $ 6.9 million , respectively, of interest expense related to the Term Loan and the related weighted average interest rate was 8.42 % and 8.43 % , respectively . There was no related interest expense incurred for the three and six months ended June 30, 2023, as the Term Loan was entered into on July 3, 2023.The accrued interest payable related to the Term Loan was $ 4.2 million and $ 1.2 million as of June 30, 2024 and December 31, 2023, respectively. Revolving Credit Facility The Revolving Credit Facility provides for incremental borrowings up to the revolving commitment of $ 75.0 million . It also includes an incremental revolving commitment that permits the Company to increase the aggregate amount of the Revolving Credit Facility, subject to the applicable lenders’ willingness to participate and other customary terms and conditions, by an amount not to exceed the sum of (i) $ 50.0 million plus (ii) the amount of any prior principal repayments of the Term Loan Facility following closing of the Amendment (up to $ 50.0 million ). The Revolving Credit Facility provides availability for the issuance of letters of credit on the Company’s behalf in an aggregate amount not to exceed $ 5.0 million . Principal amounts borrowed under the Revolving Credit Facility may be repaid from time to time without penalty. Any principal amounts outstanding on the maturity date, July 3, 2027 , become due and payable on such date. The Company also pays a commitment fee to each lender quarterly in arrears on the daily average unused amount of the revolving credit commitment of such lender under the Revolving Credit Facility. For the three and six months ended June 30, 2024, the Company paid an immaterial amount in commitment fees. Debt issuance costs associated with the Revolving Credit Facility consist of fees incurred to secure the financing and are amortized over the life of the loan using the effective interest method. The amortization of these costs totaled $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, which is included in interest expense, net in the condensed consolidated statements of operations. Short-term debt issuance costs of $ 0.4 million and $ 0.3 million associated with the Revolving Credit Facility as of June 30, 2024 and December 31, 2023, respectively, are deferred and presented in prepaid expenses and other current assets on the condensed consolidated balance sheets. Long-term debt issuance costs of $ 0.8 million and $ 0.6 million associated with the Revolving Credit Facility as of June 30, 2024 and December 31, 2023, respectively, are deferred and presented in other assets on the condensed consolidated balance sheets. For the three and six months ended June 30, 2024, the Company incurred $ 1.1 million and $ 1.9 million , respectively, of interest expense related to the Revolving Credit Facility and the related weighted average interest rate was 8.41 % and 8.43 % , respectively. T here was no related interest expense incurred for the three and six months ended June 30, 2023, as the Revolving Credit Facility was entered into on July 3, 2023. The accrued interest payable related to the Revolving Credit Facility was $ 0.6 million and $ 0.3 million as of June 30, 2024 and December 31, 2023, respectively. Ag Loan On October 14, 2021, the Company entered into a seven-year $ 65.0 million credit agreement (the “Ag Loan”) with Capital Farm Credit, ACA, as agent for a federal land credit association. The Ag Loan was secured by a perfected first-lien security interest in substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries and DBR Desert LLC, the equity interest in DBR REIT LLC held by DBR Land LLC, and the equity interest in DBR Inc. held by DBR REIT LLC. The Ag Loan was also guaranteed by DBR REIT LLC, DBR Land LLC and DBR Desert LLC. The Ag Loan included certain affirmative and restrictive covenants common in such agreements that apply to the Company and the guarantors, including a minimum fixed charge coverage ratio of 1.25 :1.00 and a maximum debt to tangible net worth ratio of 0.45 :1:00, in each case tested as of the end of each fiscal quarter. The Company was required to make scheduled monthly payments on the outstanding principal amount for the term of the Ag Loan at an annual interest rate of 5.25 % , with all remaining outstanding amounts due and payable on the scheduled maturity date, October 1, 2028 . The Ag Loan was terminated on July 3, 2023 in connection with the closing of the Credit Facilities. For the three and six months ended June 30, 2023, the Company incurred $ 0.7 million and $ 1.4 million , respectively, of interest expense related to the Ag Loan. The related weighted average interest rate was 5.25 % for the three and six months ended June 30, 2023 . |