XML 30 R18.htm IDEA: XBRL DOCUMENT v3.25.3
Note 11 - Credit Agreements
 9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Debt Disclosure [Text Block]

11.   Credit Agreements

 

Short-term borrowings included in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, consisted of borrowings by the Company’s foreign subsidiaries on local lines of credit totaling $46,046 and $55,848, respectively. As of September 30, 2025 and December 31, 2024, the weighted-average interest rates on the short-term borrowings were 6.33% and 5.44%, respectively. 

 

Long-term borrowings are included in the condensed consolidated balance sheets as follows:

 

  

September 30,

  

December 31,

 
  

2025

  

2024

 

Tranche A Term Loan Facility

 $700,000  $712,500 

Term Loan B Facility

  495,000   498,750 

Original issue discount and deferred financing costs

  (5,938)  (8,203)

Revolving Facility

  90,000   - 

Finance lease obligations

  91,914   66,355 

Other

  3,134   8,972 

Total

  1,374,110   1,278,374 

Less: current portion of debt

  8,064   60,753 

Less: current portion of finance lease obligation

  9,075   6,845 

Total long-term borrowings and finance lease obligations

 $1,356,971  $1,210,776 

 

As of September 30, 2025, there were $5,267 of unamortized deferred financing costs associated with the New Revolving Facility (as defined below) included in operating lease and other assets in the condensed consolidated balance sheets, and $5,938 of unamortized original issue discount and deferred financing costs linked to the New Tranche A Term Loan Facility and Term Loan B Facility (as defined collectively below) included in long-term borrowings and finance lease obligations in the condensed consolidated balance sheets.

 

The New Tranche A Term Loan Facility and New Revolving Facility mature on July 1, 2030.  The New Tranche A Term Loan Facility is repayable in quarterly installments commencing  October 1, 2026, with a balloon payment due at maturity. The Term Loan B Facility matures on July 3, 2031, and is repayable in quarterly installments which commenced September 2024, with a balloon payment due at maturity. Maturities of the Company's New Tranche A Term Loan Facility, Term Loan B Facility and New Revolving Facility outstanding on  September 30, 2025, before considering original issue discount and deferred financing costs, were as follows:

  
  

New Tranche A Term Loan Facility

  

Term Loan B Facility

  

New Revolving Facility

  

Total

 

2025

 $-  $1,250  $-  $1,250 

2026

  4,375   5,000   -   9,375 

2027

  21,875   5,000   -   26,875 

2028

  35,000   5,000   -   40,000 

2029

  43,750   5,000   -   48,750 

2030

  595,000   5,000   90,000   690,000 

2031

  -   468,750   -   468,750 

Total

 $700,000  $495,000  $90,000  $1,285,000 

 

The Company’s credit agreements originally provided for a $1,200,000 Tranche B Term Loan Facility (Original Term Loan B Facility) and included a $300,000 uncommitted incremental term loan on that facility. After several amendments, the Original Term Loan B Facility bore interest at rates based on either a base rate plus an applicable margin of 0.75% or adjusted SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%, and was scheduled to mature on December 13, 2026. 
 

In July 2024, the Company extinguished the $530,000 balance then outstanding under the Original Term Loan B Facility and replaced it with a new $500,000 Tranche B Term Loan Facility maturing on July 3, 2031 (New Term Loan B Facility and, together with the Original Term Loan B Facility, the Term Loan B Facility). The New Term Loan B Facility continues to include a $300,000 uncommitted incremental term loan on that facility. In accordance with ASC 470-50, the Company capitalized $2,991 of debt issuance costs related to this transaction. Additionally, the Company wrote-off the unamortized deferred financing costs related to the Original Term Loan B of $4,236 and expensed $625 of fees paid to creditors as a loss on refinancing of debt. The New Term Loan B Facility bears interest at the SOFR rate plus an applicable margin of 1.75%, subject to a SOFR floor of 0.0%, resulting in a 6.03% combined rate as of September 30, 2025.

 

The New Term Loan B Facility does not require an Excess Cash Flow payment (as defined in the New Term Loan B Facility credit agreement) if the Company’s net secured leverage ratio is maintained below 3.75 to 1.00. As of September 30, 2025, the Company’s net secured leverage ratio was 1.35 to 1.00, and the Company was in compliance with all covenants under the Facility. There are no financial maintenance covenants on the Term Loan B Facility.

 

The Company’s original Tranche A Term Loan Facility provided an aggregate principal amount of $750,000 (Original Tranche A Term Loan Facility), along with a $1,250,000 revolving facility (Original Revolving Facility) with all LIBOR provisions replaced with SOFR provisions. The Original Tranche A Term Loan Facility and the Original Revolving Facility bore interest at a rate based on adjusted SOFR plus an applicable margin between 1.25% and 1.75%, based on the Company's total leverage ratio and subject to a SOFR floor of 0.0%.

 

On July 1, 2025, the Company amended the Original Tranche A Term Loan Facility and Original Revolving Facility (Prior Amended Credit Agreement), extending the maturity of both to July 1, 2030, revising the Original Tranche A Term Loan Facility outstanding principal balance to $700,000 (New Tranche A Term Loan Facility), reducing the Revolving Facility borrowing capacity to $1,000,000 (New Revolving Facility) (collectively the New Credit Agreements), and redefined the Term Benchmark (as defined in the Prior Amended Credit Agreement) to replace the Adjusted Term SOFR Rate (as defined in the Prior Amended Credit Agreement) with the Term SOFR Rate (as defined in the New Credit Agreement), resulting in an interest rate reduction of 0.10%.  The New Tranche A Term Loan Facility is repayable in increasing quarterly installments over time, equal to 0.625% to 2.50% of the original principal amount, beginning on October 1, 2026.  Except for redefining the Term Benchmark, interest rates for the New Credit Agreements remain unchanged from the original credit agreements.  As of September 30, 2025, the interest rate for the New Tranche A Term Loan Facility and the New Revolving Facility is 5.78%. 

 

In accordance with ASC 470- 50, the Company capitalized $5,275 of debt issuance costs related to this transaction.  Additionally, the Company wrote-off certain unamortized deferred financing costs related to the Original Revolving Facility of $443 and expensed $782 of third-party fees as a loss on refinancing of debt.

 

Both the Original and New Tranche A Term Loan Facility and the Original and New Revolving Facility contain certain financial covenants that require the Company to maintain a total leverage ratio below 3.75 to 1.00, as well as an interest coverage ratio above 3.00 to 1.00. As of September 30, 2025, the Company’s total leverage ratio was 1.41 to 1.00, and the Company's interest coverage ratio was 12.54 to 1.00. The Company was also in compliance with all other covenants of the New Credit Agreements as of September 30, 2025. 

 

The New Term Loan B Facility, New Tranche A Term Loan Facility and New Revolving Facility are guaranteed by substantially all of the Company’s wholly-owned domestic restricted subsidiaries and are secured by associated collateral agreements which pledge a first priority lien on virtually all of the Company’s assets, including fixed assets and intangibles, cash, trade accounts receivable, inventory, and other current assets and proceeds thereof. 

 

As of September 30, 2025, there was $90,000 outstanding under the New Revolving Facility, leaving $909,250 of unused capacity, net of outstanding letters of credit. 

 

See Item 7A of the Annual Report on Form 10-K for the year ended December 31, 2024, for further information on interest rate swaps that are currently outstanding and partially offset the above interest expense on outstanding borrowings.