v3.26.1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES [Abstract]  
Commitments and Contingencies Disclosure [Text Block]

(9)COMMITMENTS AND CONTINGENCIES

Credit Facility

On July 15, 2026, the Company secured a waiver on its net leverage ratio covenant for the period ended June 30, 2026. On August 7, 2026, the Company entered into an Eleventh Amendment to the Credit Agreement that modified certain material terms including sizing, pricing, and certain covenants of the Credit Facility on a going-forward basis. The Eleventh Amendment is discussed in more detail in Note 16.

On November 5, 2025, the Company entered into the Tenth Amendment, which extended the maturity date to November 23, 2027 (the “New Maturity Date”) and modified certain other material terms of the Credit Facility, including the size of the facility, pricing and certain covenants. The aggregate revolving commitment was reduced from $1.2 billion to $1.05 billion, with further reductions of $25 million each on April 1, 2026 and July 1, 2026. The letter of credit sublimit was reduced from $100 million to $50 million. Base rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) SOFR in effect on such day plus 1.0%. Base rate loans shall be based on the base rate, plus the applicable credit margin of 2.0% through September 30, 2026, increasing to 5.0% thereafter. SOFR loans bear interest at a rate equal to the applicable spread adjusted SOFR plus applicable credit margin of 3.0% through September 30, 2026, increasing to spread adjusted SOFR plus 6.0% thereafter. Alternative currency loans (not denominated in U.S. Dollars) bear interest at rates applicable to their respective currencies. A one-time extension fee of 1.5% of the aggregate revolving credit commitment will be payable if the Credit Facility is still in effect on October 1, 2026. Limits on certain indebtedness, liens, investments and mergers were reduced by 50%, while acquisitions and restricted payments (subject to limited exceptions) were reduced by 100%. Certain other uses of cash were also restricted, subject to limited exceptions. Under the terms of the Tenth Amendment, the maximum permitted net leverage ratio was set at 3.75, specifically for the fiscal quarters ended March 31, 2026 and June 30, 2026, before generally stepping down from 4.00 to 3.00 by the third quarter of fiscal 2027.

Letter of credit fees are one eighth of 1% of the stated amount of the letter of credit on the date of issuance, renewal or amendment, plus an annual fee equal to the borrowing margin for SOFR loans.

Failure to comply with the financial covenants and operating restrictions set forth in the Credit Agreement could result in a default. As of the issuance of these unaudited Consolidated Financial Statements, the Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under the Credit Facility to meet its business operating requirements and make its capital expenditures and to continue to comply with the financial covenants under the Credit Agreement for the next 12 months. The Company has the ability to reduce discretionary spending, if necessary, to maintain compliance with the financial covenants under the Credit Agreement. In the event the Company does not remain in compliance with such financial covenants, it may be required to negotiate additional amendments to, or waivers of, the terms of Credit Facility, refinance its debt, or raise additional capital.

As of June 30, 2026 and December 31, 2025, the Company had borrowings of $855.0 million and $905.0 million, respectively, under its Credit Facility, and its average daily utilization was $926.6 million and $1,020.7 million for the six months ended June 30, 2026 and 2025, respectively. After giving effect to the waiver obtained on July 15, 2026, the Company is in compliance with all covenants and conditions under its Credit Agreement. The financial covenants set forth in the Credit Facility are discussed in more detail in Note 16.

Letters of Credit

As of June 30, 2026, outstanding letters of credit under the Credit Facility totaled $55.0 thousand. As of June 30, 2026, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled zero.

Guarantees

Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries.

Legal Proceedings

From time to time, the Company has been involved in legal actions, both as plaintiff and defendant, which arise in the ordinary course of business. The Company accrues for exposures associated with such legal actions to the extent that losses are deemed both probable and reasonably estimable. To the extent specific reserves have not been made for certain legal proceedings, their ultimate outcome, and consequently, an estimate of possible loss, if any, cannot reasonably be determined at this time.

Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations. In the event of unexpected further developments, however, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s financial position, cash flows, or results of operations.