DEBT |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
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| DEBT | 9. DEBT The Company’s debt is summarized as follows:
The Credit Facility includes a $500 million revolving line of credit as well as provisions allowing for the increase of the credit facility commitment amount by an additional $250 million, if necessary, with the consent of the lenders. The bank syndication supporting the facility is comprised of a diverse group of seven banks led by JP Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Commerce Bank and TD Bank, N.A. as co-documentation agents. The Credit Facility matures August 30, 2028, with balance due by this date. On August 5, 2024, the Company and certain of its subsidiaries entered into Amendment No. 1 to the Credit Facility which, among other things, (i) implements a senior incremental delayed draw term loan credit facility in an aggregate principal amount of up to $375 million (the “Incremental Facility”), and (ii) permits the direct or indirect acquisition by the Registrant or certain of its subsidiaries of all the issued and outstanding shares of Ultra PMES Limited, Measurement Systems, Inc., EMS Development Corporation, and DNE Technologies, Inc. (the “SM&P Acquisition), pursuant to and in accordance with the terms and conditions of that certain Sale and Purchase Agreement, dated July 8, 2024. During the third quarter of 2025, the proceeds of the loans drawn under the Incremental Facility were applied to pay a portion of the cash consideration for the Maritime Acquisition and other customary fees, premiums, expenses and costs incurred in connection with the acquisition. The Incremental Facility matures August 30, 2028, with balance due by this date. At June 30, 2025, the Company had approximately $338 million available to borrow under the Credit Facility, plus the $250 million increase option subject to the lenders’ consent, in addition to $78.7 million cash on hand. The Company classified $20 million as the current portion of long-term debt as of June 30, 2025, as the Company intends to repay this amount as obligated by the repayment terms of the Incremental Facility within the next twelve months. The Company is obligated to repay the Incremental Facility Loan on the last day of each fiscal quarter, commencing on September 30, 2025 (the first full quarter ending after the Funding Date), in an amount equal to (a) 1.25% of the original aggregate principal amount of the Loans for each of the first twelve fiscal quarters ending after the Funding date, and (b) 1.875% of the original aggregate principal amount of the Loans for each fiscal quarter thereafter until the Maturity Date. The letters of credit issued and outstanding under the Credit Facility totaled $7.2 million at June 30, 2025. Interest on borrowings under the Credit Facility and the Incremental Facility is calculated at a spread ranging from 0.25% to 2.25% over either an Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Adjusted CDOR Rate, Alternate Base Rate or Daily Simple RFR, at the Company’s election. The Credit Facility also requires a facility fee ranging from 12.5 to 25 basis points per annum on the unused portion. The interest rate spreads and the facility fee are subject to increase or decrease depending on the Company’s leverage ratio. The weighted average interest rates under the Credit Facility were 6.03% and 5.99% for the three and nine-month periods ending June 30, 2025, respectively, and 6.71% and 6.75% for the three and nine-month periods ending June 30, 2024. The weighted average interest rate under the Incremental Facility was 6.42% for the three-month period ending June 30, 2025. As of June 30, 2025, the Company was in compliance with all covenants. |
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