Debt | 6. Debt As of September 30, 2024 and December 31, 2023, our debt consisted of the following: September 30, 2024 December 31, 2023 Term loan $ 266,250 $ 95,000 Revolving credit facility 15,000 35,000 Other 640 494 Total debt 281,890 130,494 Current portion of long-term debt (35,547 ) (20,339 ) Unamortized debt issuance costs (3,913 ) (1,812 ) Total long-term debt $ 242,430 $ 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 (as defined below) was terminated. On May 10, 2024, the Company entered into a credit agreement amendment (the “Credit Agreement 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 Credit Agreement 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 used approximately $100.0 million of the net proceeds to repay outstanding borrowings under our Credit Facilities. 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 (i) prior to the consummation of the Offering, 3.00% to 4.00% in the case of Term SOFR loans and letter of credit fees, and 2.00% to 3.00% in the case of base rate loans, and commitments fees of 0.50%, and (ii) following consummation of the Offering, 1-month, 3-months, 6-months. Our Credit Facilities are 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 Facilities 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 documents 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 with the following financial maintenance covenants: (i) a maximum leverage ratio as of the last day of each fiscal quarter of (a) prior to the consummation of the Offering, no greater than 3.50:1.00 for the period of the last four consecutive fiscal quarters, or (b) following the consummation of the Offering, 4.00:1.00 for the period of the last four consecutive fiscal quarters (subject, in either case, to (x) a 0.50:1.00 leverage step-up step-up 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 Facilities (subject to the cure provisions set forth therein). During the existence of an event of default (as defined under our Credit Facilities), 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 Facilities to be immediately due and payable. The Company was in compliance with these covenants as of September 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 $0.8 million for the three and nine months ended September 30, 2024, and $0.1 million for both the three and nine months ended September 30, 2023, which are included in interest expense, net in the condensed consolidated statements of operations. Net debt issuance costs of $3.9 million and $1.8 million associated with the Term Loan as of September 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 nine months ended September 30, 2024, the Company incurred $6.0 million and $12.9 million, respectively, of interest expense related to the Term Loan and the related weighted average interest rate was 8.56% and 8.49%, respectively. For both the three and nine months ended September 30, 2023, the Company incurred $2.1 million of interest expense related to the Term Loan and the related weighted average interest rate was 8.63%. The accrued interest payable related to the Term Loan was $3.3 million and $1.2 million as of September 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 following the closing of the Credit Agreement 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 both the three and nine months ended September 30, 2024, the Company paid $0.1 million in commitment fees. For the three and nine months ended September 30, 2023, 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 nine months ended September 30, 2024, and $0.1 million for both the three and nine months ended September 30, 2023, 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 September 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 $0.7 million and $0.6 million associated with the Revolving Credit Facility as of September 30, 2024 and December 31, 2023, respectively, are deferred and presented in other assets on the condensed consolidated balance sheets. For the three and nine months ended September 30, 2024, the Company incurred $0.5 million and $2.3 million, respectively, of interest expense related to the Revolving Credit Facility and the related weighted average interest rate was 8.54% and 8.45%, respectively. For the three and nine months ended September 30, 2023, the Company incurred $0.5 million of interest expense related to the Revolving Credit Facility and the related weighted average interest rate was 8.63%. The accrued interest payable related to the Revolving Credit Facility was $0.2 million and $0.3 million as of September 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 terminated on July 3, 2023 in connection with the closing of the Credit Facilities. The Ag Loan was secured by a perfected first-lien security interest in (i) substantially all assets of DBR Inc. (as successor to Hanging H Ranch, Inc.) and its subsidiaries, (ii) substantially all assets of DBR Desert LLC, (iii) the equity interest in DBR REIT LLC held by DBR Land LLC and (iv) 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. For the three and nine months ended September 30, 2023, the Company incurred an immaterial amount and $1.5 million, respectively, of interest expense related to the Ag Loan. The related weighted average interest rate was 5.25% for the three and nine months ended September 30, 2023. |