Debt and Credit Agreements

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt and Credit Agreements

Debt and Credit Agreements

The Company's long-term debt consists of the following:

(In thousands)	December 31 2023		December 31 2022
Senior Secured Credit Facilities (a):
New Term Loan with an interest rate of 7.72% and 6.69% at December 31, 2023 and 2022, respectively	$	487,500	$	492,500
Revolving Credit Facility with an average interest rate of 8.12% and 7.19% at   December 31, 2023 and 2022, respectively	422,000		370,000
5.75% Senior Notes	475,000		475,000
Other financing payable (including finance leases) in varying amounts due principally through 2028 with a weighted-average interest rate of 6.11% and 5.00% at December 31, 2023 and 2022, respectively	44,469		26,661
Total debt obligations	1,428,969		1,364,161
Less: deferred financing costs	(11,974)		(15,172)
Total debt obligations, net of deferred financing costs	1,416,995		1,348,989
Less: current maturities of long-term debt	(15,558)		(11,994)
Long-term debt	$	1,401,437	$	1,336,995

(a)     The current portion of long-term debt related to the Senior Secured Credit Facilities was $5.0 million with the remainder reflected as Long-term debt at December 31, 2023 and 2022.

The maturities of long-term debt for the four years following December 31, 2024 are as follows:

(In thousands)
2025	$	13,615
2026	434,768
2027	486,442
2028	472,443

Cash payments for interest on debt were $101.5 million, $73.4 million and $60.9 million in 2023, 2022 and 2021, respectively.

In February 2022, the Company amended its Credit Agreement to reset the levels of its Net Debt to Consolidated Adjusted EBITDA ratio covenant. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set at 5.50x for the quarter ending June 30, 2022, and decreases quarterly by 0.25x until reaching 4.00x for the quarter ending December 31, 2023 and thereafter. In addition, upon closing on the divestiture of Rail, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will decrease by an additional 0.25x, provided, however, it will not go below 4.00x and a minimum Consolidated Adjusted EBITDA to consolidated interest charges ratio covenant, which is not to be less than 3.0x will be maintained.

In June 2022, the Company repurchased $25.0 million of its 5.75% Senior Notes on the open market at a discount for $22.4 million. The Company recognized a gain on the extinguishment of debt of $2.3 million, net of the write-off of $0.3 million of previously recorded deferred financing costs, in the caption Facility fees and debt-related income (expense) on the Consolidated Statement of Operations.

In connection with entering into its AR Facility in June 2022, the Company amended its Senior Secured Credit Facilities to increase the permitted maximum outstanding amount of a securitization facility to $150.0 million. Certain other covenants and definitions were also modified to facilitate the AR Facility.

In August 2022, the Company amended its Revolving Credit Facility under its Credit Agreement to increase certain levels in the total net leverage covenant, temporarily reduce the ratio under the interest coverage covenant and add a new pricing level applicable to revolving credit loans. Revolving credit loans bear interest at a rate, depending on total net leverage, ranging from 50 to 175 basis points over base rate or 150 to 275 basis points over LIBOR, subject to a zero floor. The Company’s total net leverage is capped at 5.50x of Consolidated Adjusted EBITDA through the end of 2023; the maximum total net leverage ratio decreases quarterly thereafter, reaching 4.00x for the last quarter in 2024 and thereafter. The total net leverage ratio covenant applicable to the third quarter of 2024 and earlier is subject to a 0.50x decrease upon closing of the divestiture of Rail. The Company’s required coverage of consolidated interest charges is set at a minimum of 2.75x of Consolidated Adjusted EBITDA through the end of 2024 (subject to an increase to 3.00x upon closing of the divestiture of Rail), and leveling at 3.00x for the first quarter in 2025 and thereafter. Any principal amount outstanding under the Revolving Credit Facility remains due and payable on its maturity on March 10, 2026.

In December 2022, the Company amended its Senior Secured Credit Facilities to, among other things, change the base rate used in determining loan interest rates from LIBOR to SOFR. This change was in anticipation of the expected cessation of LIBOR in 2023 and in compliance with FASB guidance. In addition, a one-month benchmark adjustment of 11.4 basis points was added to the applicable margins for the Revolving Credit Facility and the New Term Loan, which modified them to 61.4 to 286.4 basis points over term SOFR for the Revolving Credit Facility and 236.4 basis points over term SOFR for the New Term Loan. The change did not have a material effect on the Company's consolidated financial statements.

At December 31, 2023, the Company was in compliance with all covenants for its Senior Secured Credit Facilities, as amended in August 2022, as the total Net Debt to Consolidated Adjusted EBITDA ratio was 4.14x and the total interest coverage ratio was 3.03x. Based on balances and covenants in effect at December 31, 2023, the Company could increase Net Debt by $439.8 million and still be in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $29.8 million or interest expense could increase by $10.8 million and the Company would remain in compliance with these covenants.

The Company believes it will continue to maintain compliance with all covenants over the next twelve months based on its current outlook. However, the Company’s estimates of compliance with these covenants could change in the future with a deterioration in economic conditions, higher than forecasted interest rate increases, or an inability to successfully execute its plans by quarter to sustain increased pricing and continue to execute cost reduction initiatives that substantially mitigate the impacts of inflation and other factors may adversely impact its realized operating margins.

The Company's Credit Agreement imposes certain restrictions including, but not limited to, restrictions as to types and amounts of debt of liens that may be incurred by the Company; limitations on increases in dividend payments; limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.

With respect to the Senior Secured Credit Facilities, the obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.

The Credit Agreement requires certain mandatory prepayments of the New Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions; net cash proceeds of any issuance of debt, excluding permitted debt issuances; and a percentage of excess cash flow, as defined by the Credit Agreement, during a fiscal year.

Facility Fees and Debt-Related Income (Expense)

The components of the Consolidated Statements of Operations caption Facility fees and debt-related income (expense) were as follows:

	Years Ended December 31
(In thousands)	2023		2022		2021
Gain (loss) on extinguishment of debt	$	—	$	2,254	$	(2,668)
Unused debt commitment and amendment fees	(12)		(1,696)		(2,838)
Securitization and factoring fees	(10,750)		(3,514)		—
Facility fees and debt-related income (expense)	$	(10,762)	$	(2,956)	$	(5,506)

Revolving Credit Facility

Borrowings under the U.S.-based Revolving Credit Facility bear interest at a rate per annum ranging from 50 to 175 basis points over base rate or 161.4 to 286.4 basis points over term SOFR, which includes a one-month SOFR adjustment of 11.4 basis points, subject to a 0% floor.  Any principal amount outstanding under the Revolving Credit Facility is due and payable on its maturity on March 10, 2026.

The following table shows the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2023.

	December 31, 2023
(In thousands)	Facility Limit		Outstanding Balance		Outstanding Letters of Credit		Available Credit
Revolving Credit Facility	$	700,000	$	422,000	$	30,817	$	247,183

Other

Short-term borrowings totaled $14.9 million and $7.8 million at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, Short-term borrowings consisted primarily of bank overdrafts and other third-party debt. The weighted-average interest rate for short-term borrowings at December 31, 2023 and 2022 was 6.10% and 4.65%, respectively.