XML 31 R17.htm IDEA: XBRL DOCUMENT v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt at the balance sheet dates consisted of:
December 31, 2022December 31, 2021
Interest Rate at
December 31, 2022
PrincipalUnamortized Debt CostsTotalPrincipalUnamortized Debt CostsTotal
Term loan maturing 2026, variable interest rate$— $— $— $50.0 $(0.6)$49.4 
2014 Notes, maturing 2025, fixed interest rate5.4%270.0 (0.5)269.5 300.0 (0.9)299.1 
2020 Notes, maturing 2028, fixed interest rate4.8%275.0 (2.9)272.1 275.0 (3.4)271.6 
ABL Credit Agreement, variable interest rates7.8%— — — — — — 
Finance leases24.2 — 24.2 19.1 — 19.1 
Total debt569.2 (3.4)565.8 644.1 (4.8)639.2 
Less: current portion(0.9)— (0.9)(1.6)— (1.6)
Net long-term portion$568.3 $(3.4)$564.9 $642.5 $(4.8)$637.6 
Deferred debt costs are amortized over the life of the related debt using a straight-line basis which approximates the effective interest method. Deferred debt costs associated with our current line of credit is recorded within "Other current assets" and "Other assets, net" on our Consolidated Balance Sheets.
The fair value of our debt as of December 31 is included in the following table:
20222021
Term loan maturing 2026, variable interest rate$— $49.8 
2014 Notes, maturing 2025, fixed interest rate263.1 324.6 
2020 Notes, maturing 2028, fixed interest rate241.2 278.9 
$504.3 $653.3 
During the year ended December 31, 2022, we fully repaid the outstanding balance of the Term loan agreement.
ABL CREDIT AGREEMENT
During 2022, we entered into the third amendment of our ABL Credit Agreement with several lenders and JPMorgan Chase Bank, N.A. (JPMorgan) as administrative agent. The amended agreement matures on November 7, 2027 and includes a $275.0 million revolving loan commitment, subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory. Based upon our Consolidated Balance Sheets as of December 31, 2022, our eligible receivables and inventory supported up to $264.3 million availability under the line of which no borrowings were outstanding and $3.5 million was utilized to issue letters of credit. We may, at our option, prepay any borrowings under the ABL Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the ABL Credit Agreement are also subject to mandatory prepayment in certain circumstances, including in the event that borrowings exceed applicable borrowing base limits. We may also increase commitments under the ABL Credit Agreement in an aggregate principal amount of up to $100 million, subject to obtaining commitments from any participating lenders and certain other conditions.
Under the ABL Credit Agreement, loans may bear interest based on SOFR (secured overnight financing rate) or an annual base rate, as applicable, plus, in each case, an applicable margin that is based on availability, as calculated under the ABL Credit Agreement that may vary from 1.25% per annum to 1.75% per annum in the case of SOFR loans and 0.25% per annum to 0.75% per annum in the case of annual base rate loans. In addition, a commitment fee based on unused availability is also payable which may vary from 0.25% per annum to 0.375% per annum.
The ABL Credit Agreement contains certain customary representations, warranties, and affirmative and negative covenants of us and our subsidiaries that restrict us and our subsidiaries' ability to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock and certain types of indebtedness, making certain investments, entering into certain transactions with affiliates or changing the nature of our business. The agreement also contains a financial covenant, which requires us to maintain a consolidated fixed charge coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant under the ABL Credit Agreement is only applicable during an event of default or if availability, as calculated under the ABL Credit Agreement, is at any time less than or equal to the greater of (i) 10% of the Line Cap and (ii) $19 million. As of December 31, 2022, our fixed charge coverage ratio was approximately 2.68x. Our ability to utilize our ABL Credit Agreement could be limited in the future by our bond indentures which have limitations on liens.
2014 NOTES
In 2014, we issued $300 million aggregate principal amount of senior notes (2014 Notes), due February 1, 2025, with an interest rate of 5.375%. As of December 31, 2022, $270 million of the 2014 Notes remain outstanding.
The 2014 Notes are guaranteed by all of our direct and indirect domestic subsidiaries, as well as any future direct and indirect domestic subsidiaries that do not constitute an immaterial subsidiary under the indenture governing the 2014 Notes. The 2014 Notes are equal in right of payment with all other existing and future unsecured senior indebtedness and are senior in right of payment to any future subordinated indebtedness. The 2014 Notes are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our ABL Credit Agreement. The terms of the 2014 Notes limit our ability and the ability of any restricted subsidiaries to incur certain liens, engage in sale and leaseback transactions and consolidate, merge with, or convey, transfer or lease substantially all of our or their assets to another person.
We may, on any one or more occasions, redeem all or a part of the 2014 Notes, upon not less than 30 days nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the 2014 Notes redeemed, plus the applicable premium as of, and accrued and unpaid interest, to the date of redemption. In addition, we may be required to make an offer to purchase the 2014 Notes upon the sale of certain assets or upon a change of control.
2020 NOTES
In 2020, we issued $275 million aggregate principal amount of senior notes (2020 Notes) due August 15, 2028 with an interest rate of 4.75%.
The 2020 Notes are unsecured and effectively subordinated to all of the Company’s existing and future secured debt, including borrowings under its existing credit facilities. The 2020 Notes are guaranteed on an unsecured basis by each of the Company’s existing direct and indirect domestic subsidiaries, and will be guaranteed by each of the Company’s future direct and indirect domestic subsidiaries, subject to certain exceptions. If the Company is unable to make payments on the 2020 Notes when they are due, each Guarantor is obligated to make such payments.
The Indenture contains covenants that, among other things, limit our ability and the ability of any of our subsidiaries to (i) enter into sale leaseback transactions, (ii) incur liens and (iii) consolidate, merge or sell all or substantially all of our assets. In addition, the Indenture requires, among other things, we provide certain reports to holders of the 2020 Notes. These covenants are subject to a number of exceptions, limitations and qualifications as set forth in the Indenture.
We may redeem all or a portion of the 2020 Notes at specified redemption prices plus accrued and unpaid interest. In addition, we may be required to make an offer to purchase the 2020 Notes upon the sale of certain assets and upon a change in control.
SCHEDULED PAYMENTS
As of December 31, 2022, our next scheduled maturity payments are $270 million of 2014 Notes due in February of 2025 and $275 million of 2020 Notes due in August of 2028.