v3.26.3
DEBT
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
ABL Agreement
On August 17, 2026, the Company entered into Amendment No. 3 (the “Amendment”) to the Company’s Credit Agreement, dated as of March 2, 2018 (as amended, the “ABL Agreement”) among the Company, as borrower, the other borrowers and loan parties from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent for the Non-EEA Agented Borrowers and J.P. Morgan SE, as Administrative Agent for the EEA Agented Borrower. The ABL Agreement provides for an asset-based revolving credit facility in the maximum aggregate principal amount of $200.0 million, consisting of $160.0 million of U.S. tranche commitments, $35.0 million of U.K. tranche commitments and $5.0 million of Dutch tranche commitments, and a maturity date of August 17, 2031.
The ABL Agreement is subject to an earlier springing maturity date of May 18, 2031, 91 days prior to the Term Loan maturity date of August 17, 2031, if the Company’s Term Loan has not been repaid or refinanced, with a minimum maturity, by such date. The maximum borrowing amount under the ABL Agreement may be increased to up to $300.0 million if certain conditions are met.
Term Loan
On August 17, 2026, the Company entered into a Credit Agreement (the “Term Loan Agreement” and together with the ABL Agreement, the “Debt Agreements”) with other borrowers and loan parties from time to time party thereto, the lenders from time to time party thereto and PLC Agent LLC, as Administrative Agent, providing for a term loan (the “Term Loan”), in an aggregate principal amount of $60.0 million. The Term Loan matures on August 17, 2031. Under the Term Loan Agreement, the Company has the right to obtain additional commitments to increase the total Term Loan if certain conditions are met. The total commitment under the Term Loan, if and as so increased, may not exceed $100.0 million.
The Term Loan Agreement requires the Company to make quarterly payments of principal, each equal to 1.25% of the aggregate principal amount of the Term Loan, commencing on October 1, 2027, with the remaining balance payable on the maturity date.
The proceeds of the Term Loan were used to repay indebtedness outstanding under the Company's previous term loan agreement, dated as of March 2, 2018 (as amended), to pay transaction costs, and for general corporate purposes.
Borrowing Availability and Term Loan Summary
As of September 30, 2026 and December 31, 2025, the total availability under the ABL Agreement was as follows (in thousands):
September 30, 2026
December 31, 2025
Maximum aggregate principal allowed$200,000 $185,588 
Outstanding borrowings under the ABL Agreement(89,858)(54,105)
Standby letters of credit(13,764)(11,564)
Total availability under the ABL Agreement$96,378 $119,919 
Availability under the ABL Agreement is limited to the lesser of the $200.0 million commitment thereunder and the borrowing base and therefore depends on the valuation of certain current assets comprising the borrowing base. The borrowing capacity under the ABL Agreement depends, in part, on eligible levels of accounts receivable and inventory that fluctuate regularly as well as any required reserves for the Term Loan. Due to the seasonality of the Company’s business, the Company may have greater borrowing availability during the third and fourth quarters of each year. Consequently, the $200.0 million commitment under the ABL Agreement may not represent actual borrowing capacity.
The current and non-current portions of the Company’s Term Loan, or, for December 31, 2025, its prior term loan included in the condensed consolidated balance sheets were as follows (in thousands):
September 30, 2026December 31, 2025
Current portion of Term Loan:
Term Loan payment$— $7,500 
Estimated unamortized debt issuance costs— (2,478)
Total Current portion of Term Loan$— $5,022 
Non-current portion of Term Loan:
Term Loan, net of current portion$60,000 $127,500 
Estimated unamortized debt issuance costs(1,649)(1,573)
Total Non-current portion of Term Loan$58,351 $125,927 
In connection with its debt refinancing activities, the Company incurred $1.7 million of debt issuance costs for the Term Loan, which are presented as a direct reduction of the debt carrying value and amortized using the effective interest method. Concurrently, the Company incurred $3.0 million in fees related to the ABL Agreement, which were capitalized as deferred charges and are being amortized straight-line over the facility's term. Additionally, the Company recognized a $2.5 million loss on extinguishment of debt associated with the write-off of unamortized debt issuance costs from the previous term loan that was repaid.
Interest Rates
Borrowings under the revolving credit facility bear interest based upon the currency and type of borrowing at one of the followings rates, as applicable: (i) an Alternate Base Rate (as defined in the ABL Agreement), plus a margin ranging from 0.5% to 1.0% (ii) the Adjusted Term SOFR Rate or Adjusted EURIBO Rate (each as defined in the ABL Agreement), as applicable, plus a margin of 1.50% to 2.00% or (iii) the applicable Adjusted Daily Simple RFR or Overnight Swingline Rate (each as defined in the ABL Agreement), plus a margin ranging from 1.50% to 2.00%. The respective margins are based upon average quarterly availability, as defined in and computed pursuant to the ABL Agreement. Pursuant to the Amendment, from the effective date of the Amendment through the last day of the Company’s fiscal quarter ending on or about September 30, 2026, the applicable margins are fixed at 0.75% for alternate base rate loans and 1.75% for term benchmark, RFR and overnight swingline rate loans. In addition, the Company pays a commitment fee of 0.25% per annum based on the average daily unused portion of the aggregate commitment under the ABL Agreement. The interest rate on outstanding borrowings under the ABL Agreement at September 30, 2026 was between 5.48% and 7.75%.
The Term Loan bears interest at Term SOFR, plus a margin of 6.75% to 7.25%. Under limited circumstances, borrowings bear interest at a base rate, plus an applicable margin ranging from 7.75% to 8.25%. The respective margins are based upon the Company's average quarterly availability under the ABL Agreement as a percentage of the ABL commitment. The interest rate on outstanding borrowings under the Term Loan at September 30, 2026 was 10.76%.
Covenants
The Company's payment obligations under its Debt Agreements are guaranteed by its U.S. subsidiaries and, in the case of the ABL Agreement only, certain foreign secured obligations are guaranteed by certain of its foreign subsidiaries. The Secured Obligations under the Debt Agreements are secured by security interests in substantially all assets of the Company and its U.S. subsidiaries and, in the case of the ABL Agreement only, the foreign secured obligations thereunder are secured by security interests in substantially all assets of certain of its foreign subsidiaries. The relative priority of the security interests is governed by an ABL/Term Loan Intercreditor Agreement between the administrative agents for the ABL Agreement and Term Loan. In addition, the Debt Agreements provide for customary restrictions and events of default. Restrictions include limitations on additional indebtedness, liens, acquisitions, investments and payment of dividends.
Under the Term Loan Agreement, the Company is required to maintain a minimum Adjusted EBITDA, less a specified adjustment, of $30.0 million, measured as of the end of each month for the trailing twelve-month period. Further, the Debt Agreements provide that during any period (a) commencing on the last day of the most recently ended four consecutive fiscal quarters on or prior to the date availability under the ABL Agreement is less than the greater of $12.5 million and 10% of the Line Cap (calculated without giving effect to the Term Loan Push-Down Reserve, if any) at any time and (b) ending on the day after such availability has exceeded the greater of $12.5 million and 10% of Line Cap (calculated without giving effect to the Term Loan Push-Down Reserve, if any) for 45 consecutive days, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four consecutive fiscal quarters.
The Company was in compliance with the covenants of the Debt Agreements at September 30, 2026.
The Company expects that it will continue to borrow, subject to availability, and repay funds under the ABL Agreement based on working capital and other corporate needs.