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DEBT
 3 Months Ended
Mar. 31, 2025
DEBT [Abstract]  
DEBT
NOTE 9 – DEBT
 
Debt consists of the following:
   
March 31,
2025
    
December 31,
2024
  
Revolving credit facility, due 2026
  
$
170,875
    
$
152,787
  
Term loan:
                
   Facility A, due 2026
    
21,631
      
20,778
  
   Facility B, due 2026
    
40,000
      
40,000
  
   Facility C, due 2026
    
120,934
      
119,715
  
Shareholder loan
    
53,775
      
51,982
  
Mortgage loan
    
10,266
      
10,348
  
Finance lease obligations
    
2,089
      
2,003
  
Other local credit lines
    
7,091
      
2,240
  
Total debt
    
426,661
      
399,853
  
Less current portion of long-term debt
    
(24,224
)
    
(23,259
)
Total long-term debt
  
$
402,437
    
$
376,594
  

Term Loan

In November 2021, the Company entered a syndicated loan agreement with various banks for financing acquisitions. The term loan is split into the following facilities:

Facility A - A senior amortizing term loan facility with a total commitment of EUR 45,000 ($48,670).

Facility B - A senior amortizing term loan facility with a total commitment of $60,000.

Facility C - A senior non-amortizing term loan facility with a total commitment of $90,000 and EUR 28,602 ($30,934).

The interest rate is variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin. The interest margin of Facility A and B was 2.200% and 2.200% for the three months ended March 31, 2025 and 2024, respectively. The interest rate margin for Facility C was 2.700% and 2.700% for three months ended March 31, 2025 and 2024, respectively. Debt issuance costs of $2,016 as of March 31, 2025, and $2,219 as of December 31, 2024, are deferred and amortized based on the effective interest method. The Company is committed to fulfill certain financial covenants throughout the credit contract period. As of March 31, 2025, and December 31, 2024, the Company was in compliance with all covenants.

Revolving Credit Facility Commitment

The aggregate of the Revolving Credit Facility Commitment is EUR 165,000 ($178,456) which is primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility supports the broader financial needs of the Company, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with the Company’s strategic objectives.

New Credit Facilities Agreement

On March 10, 2025, the Company entered into a syndicated $600 million credit facilities agreement consisting of a multicurrency senior secured amortizing term loan facility in an aggregate amount of up to $350 million and a multicurrency senior secured revolving loan facility in an aggregate amount of up to $250 million. The proceeds of the New Credit Facilities shall be used to refinance existing interest-bearing financial indebtedness after the Shyft Transaction (see Note 1 – Nature of Operations and Basis of Presentation) as well as pay costs and expenses incurred in connection with the Refinancing and the Transaction (as each is defined in the Form S-4). The obligations of the lenders to consummate the debt financing under the new credit facilities agreement are subject to certain closing conditions, including the consummation of the Merger. As of March 31, 2025, no debt financing has been obtained and fees incurred ($2,137) in connection with the new credit facilities agreement have been deferred as prepaid expenses upon the issuance of debt.

Shareholder loans

As of March 31, 2025, and December 31, 2024, there were subordinated shareholder loans totaling CHF 13,563 (2025: $15,390, 2024: $14,970) and EUR 15,000 (2025: $16,223, 2024: $15,584) from PCS Holding AG, as well as CHF 10,000 (2025: $11,347, 2024: $11,038) and EUR 10,000 (2025: $10, 2024: $10,390) from Gebuka AG. The loans are originally granted for a fixed term, but the term will be extended if the loan agreement is not terminated 90 days prior to the end date or if an extension agreement is signed. The change in the loan balance as of March 31, 2025 and December 31, 2024, is solely due to foreign exchange rate fluctuations.

The Company has mortgage loans related to the expansion of its plant in Chilton, Wisconsin, U.S. of $10,266 as of March 31, 2025, and $10,348 as of December 31, 2024.

Off-balance sheet arrangements

The contingent liabilities include guarantees (“performance bonds”) amounting to $14,775 and $13,202 as of March 31, 2025 and December 31, 2024. Through the normal course of bidding for and executing certain projects, the Company has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if the Company does not fulfil its contractual obligations. If a performance bond is drawn the Company would have an obligation to reimburse the financial institution for amounts paid. There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the three months ended Mach 31, 2025 and 2024.