Note 5 - Debt

The table below presents the components of our debt (in thousands):

 

 

December 31,

 

 

2025

 

 

2024

 

Variable rate debt

 

 

 

 

 

 

Current portion of long-term debt:

 

 

 

 

 

 

Australian credit facility

 

$

13,029

 

 

$

11,973

 

Current portion of term loans under credit facility

 

 

 

 

 

37,500

 

Short-term borrowings and current portion of long-term debt

 

 

13,029

 

 

 

49,473

 

 

 

 

 

 

 

Long-term portion:

 

 

 

 

 

 

Revolving credit facility

 

 

425,100

 

 

 

194,600

 

Term loans under credit facility

 

 

500,000

 

 

 

425,000

 

Term facility

 

 

90,000

 

 

 

109,937

 

Receivables securitization facility

 

 

174,500

 

 

 

174,100

 

Less: financing costs, net

 

 

3,176

 

 

 

2,754

 

Long-term debt, net

 

 

1,186,424

 

 

 

900,883

 

Total debt

 

$

1,199,453

 

 

$

950,356

 

 

Credit Facility

On July 10, 2025, we entered into the Fourth Amended and Restated Credit Agreement (the Amended Agreement), by and among us, as U.S. Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP International, Inc., as Euro Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders party thereto. The Amended Agreement amended and restated the terms of our predecessor credit agreement principally by refinancing the predecessor $500.0 million term loan, extending the term loan maturity date from September 26, 2026 to September 30, 2029 and removing the term secured overnight financing rate (Term SOFR) adjustment of 0.10%. Under the Amended Agreement, the term loan requires quarterly amortization payments commencing on September 30, 2027, with all remaining principal due on September 30, 2029.

Otherwise, the Amended Agreement retains the core features of the predecessor credit agreement, including:

 

$1.3 billion in borrowing capacity, consisting of:
o
an $800.0 million revolving credit facility;
o
a $500.0 million term loan facility
an accordion feature permitting us to request one or more incremental term loans or revolving credit facility commitment increases up to $250.0 million;
an option permitting us to extend the maturity date of the revolving credit facility up to two years, subject to various conditions and restrictions; and
sublimits for the issuance of swingline loans and standby letters of credit.

 

Substantially all of the other terms of the term loan and revolving credit facility in the Amended Agreement remain similar to the predecessor credit agreement. The Amended Agreement continues to require us to maintain a maximum average total leverage ratio and a minimum fixed charge coverage ratio consistent with the terms specified in the predecessor credit agreement. All obligations under the Amended Agreement continue to be guaranteed on an unsecured basis by substantially all of our existing and future domestic subsidiaries. The Amended Agreement also continues to contain various customary affirmative and negative covenants and events of default. Failure to comply with any of the financial covenants or the occurrence of any other events of default would permit the lenders to, among other things, require immediate payment of all amounts outstanding under the Amended Agreement.

At December 31, 2025, there was $925.1 million outstanding, including a $500.0 million term loan, $14.4 million in standby letter of credits outstanding, and $360.5 million available for borrowing under the Credit Facility. The weighted average effective interest rate for the Credit Facility as of December 31, 2025 was approximately 4.0%, excluding commitment fees and including the impact of our interest rate swaps.

Revolving and term borrowings under the Credit Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin:

a.
a base rate, which is the highest of (i) the Agent’s prime rate, (ii) the Federal Funds Rate plus 0.50% and (iii) Term SOFR (defined below) for a one-month tenor in effect on such day plus 1.000%; or
b.
Term SOFR, the rate per annum equal to Term SOFR for such calculation.

Borrowings by the Canadian Borrower bear interest, at the Canadian Borrower’s option, at either of the following and, in each case, plus an applicable margin:

a.
a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the Canadian Dealer Offered Rate (CDOR) plus 1.000%; or
b.
Adjusted Term Canadian Overnight Repo Rate Average (CORRA), which is the rate equal to Term CORRA plus the Term CORRA Adjustment of 0.29547%.

Borrowings by the Euro Borrower bear interest at the Adjusted Eurocurrency rate plus an applicable margin.

Borrowings under any swingline loans under the Credit Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin:

a.
the Term SOFR Swingline Rate, which is Term SOFR for a period equal to one month (commencing on the date of determination of such interest rate); or
b.
a base rate, which is the highest of (i) the Agent’s prime rate, (ii) the Federal Funds Rate plus 0.500% and (iii) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.000%.

The interest rate margins on the borrowings and letters of credit issued under the Credit Agreement are based on our leverage ratio and will range from 0.000% to 0.425% on Base Rate, Canadian Base Rate and Base Rate swingline loans and from 0.910% to 1.425% on CDOR, Adjusted Term CORRA, Adjusted Eurocurrency rate and Term SOFR Swingline Rate loans (with all such rates being calculated in accordance with the terms and by reference to the definitions specified in the Credit Agreement). We are also required to pay an annual facility fee with respect to the lenders’ aggregate revolving credit commitment, the amount of which is based on our leverage ratio.

Term Facility

On July 10, 2025, we also entered into the Fourth Amendment to Credit Agreement, by and among us, as Borrower, the guarantors party thereto, and Bank of America, N.A., as lender (the Fourth Amendment), which amends that certain Credit Agreement by and among us, as borrower, the guarantors party thereto and Bank of America, N.A., as lender, dated as of December 30, 2019, as amended by that certain First Amendment to Credit Agreement dated October 12, 2021, that certain Second Amendment to Credit Agreement, dated June 30, 2023, and that certain Third Amendment to Credit Agreement, dated September 30, 2024 (as amended, the Term Agreement). The Fourth Amendment principally extends the maturity of the term loan under the Term Agreement from December 30, 2026 to September 30, 2029 to be concurrent with the maturity of the loans under the Amended Agreement and removes the Term SOFR adjustment of 0.10%. Under the Term Agreement, the term loan is repaid in quarterly installments of 1.250% of the term loan on the last business day of each quarter beginning in the third quarter of 2027 with the final principal repayment due September 30, 2029.

Our obligations under the Term Facility are guaranteed on an unsecured basis by substantially all of our existing and future domestic subsidiaries. The Term Facility Agreement contains various customary affirmative and negative covenants and events of default. The occurrence of any of these events of default would permit the lenders to, among other things, require immediate payment of all amounts outstanding under the Term Facility Agreement.

At December 31, 2025, the Term Facility had an outstanding balance of $90.0 million at a weighted average effective interest rate of 5.0%.

Borrowings under the Term Facility bear interest, at our option, at either of the following and, in each case, plus an applicable margin:

a.
a base rate, which is the greatest of (i) the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the business day next succeeding such day plus 0.50%, (ii) Bank of America’s “prime rate,” or (iii) the Term SOFR Rate (defined below) plus 1.00%; or
b.
the Term SOFR Rate, which is the greater of (i) the rate per annum equal to the Term SOFR Screen Rate administered by CME Group Benchmark Administration Limited or any successor administrator or (ii) the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day.

The interest rate margins on the borrowings under the Term Facility are based on our leverage ratio and will range from 0.000% to 0.625% on Base Rate borrowings and 1.000% to 1.625% on Adjusted Term SOFR Rate borrowings (with all such rates being calculated in accordance with the terms and by reference to the definitions specified in the Term Facility Agreement).

Receivables Securitization Facility

On October 31, 2024, our subsidiaries entered into the Joinder and Amendment No. 13 to the Receivables Purchase Agreement by and among Superior Commerce LLC, as Seller, SCP Distributors LLC, as the Servicer, the purchasers from time to time party thereto (the “Purchasers”), and Wells Fargo Bank, National Association, as Administrative Agent (as amended, the “Amended Receivables Purchase Agreement”). The Amended Receivables Purchase Agreement provides for a receivable securitization facility that matures on October 30, 2026, with a maximum facility limit of $375.0 million in the months of April through May. The funding capacity during the remaining months ranges from $210.0 million to $350.0 million. Amounts outstanding under the Receivables Facility bear interest at Term SOFR plus an applicable margin of 0.85%.

The Receivables Facility provides for the sale of certain of our receivables to a wholly owned subsidiary (the “Securitization Subsidiary”). The Securitization Subsidiary transfers variable undivided percentage interests in the receivables and related rights to certain third-party financial institutions in exchange for cash proceeds, limited to the applicable funding capacities. Upon payment of the receivables by customers, rather than remitting to the financial institutions the amounts collected, we retain such collections as proceeds for the sale of new receivables until payments become due to the financial institutions.

The Receivables Facility is subject to terms and conditions (including representations, covenants and conditions precedent) customary for transactions of this type. Additionally, an amortization event will occur if we fail to meet certain covenants, including maintaining a maximum average total leverage ratio (average total funded debt/EBITDA) of 3.25 to 1.00 and a minimum fixed charge coverage ratio (EBITDAR/cash interest expense plus rental expense) of 2.25 to 1.00.

At December 31, 2025, there was $174.5 million outstanding under the Receivables Facility at a weighted average effective interest rate of 4.6%, excluding commitment fees.

We also pay an unused fee on the excess of the facility limit over the average daily capital outstanding. The unused fee is 0.25% if utilization is greater than or equal to 50% or 0.35% otherwise. We pay this fee monthly in arrears.

Australian Seasonal Credit Facility

In the second quarter of 2017, Pool Systems Pty. Ltd. (PSL) entered into a credit facility to fund expansion and supplement working capital needs. The credit facility provides a borrowing capacity of AU$20.0 million.

Cash Pooling Arrangement

Certain of our foreign subsidiaries entered into a cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows the participating subsidiaries to withdraw cash from the financial institution to the extent that aggregate cash deposits held by these subsidiaries are available at the financial institution. To the extent the aggregate of the participating subsidiaries is in an overdraft position, such overdrafts are recorded as short-term borrowings under a committed cash overdraft facility. These borrowings bear interest at a variable rate based on 3-month Euro Interbank Offered Rate (EURIBOR), plus a fixed margin. Our borrowing capacity under this overdraft facility is 14.0 million.

Maturities of Long-Term Debt

The table below presents maturities of long-term debt, excluding unamortized deferred financing costs, for the next five years (in thousands):

 

2026

 

$

187,529

 

2027

 

 

14,750

 

2028

 

 

29,500

 

2029

 

 

970,850

 

2030

 

 

 

 

Our Receivables Facility matures on October 30, 2026 and is included in the table above according to its stated maturity date. On our Consolidated Balance Sheets, we classify the entire outstanding balance of the Receivables Facility as Long-term debt as we intend and have the ability to refinance the obligations on a long-term basis.

 

Interest Rate Swaps

Our interest rate swaps in effect during the year were previously forward-starting and converted the variable interest rate to a fixed interest rate on a portion of our variable rate borrowings. Interest expense related to the notional amounts under our swap contracts was based on the fixed rates plus the applicable margin on our variable rate borrowings. Changes in the estimated fair value of these interest rate swap contracts were recorded to Accumulated other comprehensive loss on the Consolidated Balance Sheets.

We currently have two interest rate swap contracts in place. The following table provides additional details related to these swap contracts:

 

Derivative

 

Inception Date

 

Effective Date

 

Termination Date

 

Notional
Amount
(in millions)

 

 

Fixed
Interest
Rate

Interest rate swap 1

 

March 9, 2020

 

September 29, 2022

 

February 26, 2027

 

$

150.0

 

 

0.6690%

Interest rate swap 2

 

March 9, 2020

 

February 28, 2025

 

February 26, 2027

 

$

150.0

 

 

0.7630%

 

One of our interest rate swap contracts terminated on February 28, 2025. The following table provides additional details related to this former swap contract:

 

Derivative

 

Inception Date

 

Effective Date

 

Termination Date

 

Notional
Amount
(in millions)

 

 

Fixed
Interest
Rate

Former interest rate swap 1

 

February 5, 2020

 

February 26, 2021

 

February 28, 2025

 

$

150.0

 

 

1.3260%

 

The net difference between interest paid and interest received related to our swap agreements resulted in an interest benefit of $10.6 million in 2025, $12.7 million in 2024 and $12.2 million in 2023.

Failure of our swap counterparties would result in the loss of any potential benefit to us under our swap agreements. In this case, we would still be obligated to pay the variable interest payments underlying our debt agreements. Additionally, failure of our swap counterparties would not eliminate our obligation to continue to make payments under our existing swap agreements if we continue to be in a net pay position.

Financial and Other Covenants

The Credit Facility and Term Facility limit the declaration and payment of dividends on our common stock to a manner consistent with past practice, provided no default or event of default has occurred and is continuing, or would result from the payment of dividends. We may declare and pay quarterly dividends so long as (i) the amount per share of such dividends is not greater than the most recently publicly announced dividends per share and (ii) our Average Total Leverage Ratio is less than 3.25 to 1.00 both immediately before and after giving pro forma effect to such dividends. Under the Credit Facility and Term Facility, we may repurchase shares of our common

stock provided no default or event of default has occurred and is continuing, or would result from the repurchase of shares, and our maximum average total leverage ratio (determined on a pro forma basis) is less than 3.25 to 1.00.

Other covenants in each of our credit facilities include restrictions on our ability to grant liens, incur indebtedness, make investments, merge or consolidate, and sell or transfer assets. Failure to comply with any of our financial covenants or any other terms of the Credit Facility and the Term Facility could result in, among other things, higher interest rates on our borrowings or the acceleration of the maturities of our outstanding debt.

As of December 31, 2025, we were in compliance with all covenants and financial ratio requirements related to the Credit Facility, the Term Facility and the Receivables Facility.

Deferred Financing Costs

We capitalize financing costs we incur related to implementing and amending our debt arrangements. We record these costs as a reduction of Long-term debt, net on our Consolidated Balance Sheets and amortize them over the contractual life of the related debt arrangements. The table below summarizes changes in deferred financing costs for the past two years (in thousands):

 

 

December 31,

 

 

2025

 

 

2024

 

Deferred financing costs:

 

 

 

 

 

 

Balance at beginning of year

 

$

5,015

 

 

$

4,264

 

Financing costs deferred

 

 

1,397

 

 

 

2,077

 

Write-off of fully amortized deferred financing costs

 

 

 

 

 

(1,326

)

Balance at end of year

 

 

6,412

 

 

 

5,015

 

Less: Accumulated amortization

 

 

(3,236

)

 

 

(2,261

)

Deferred financing costs, net of accumulated amortization

 

$

3,176

 

 

$

2,754

 

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 27, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 25, 2021
2019Feb 27, 2020
2018Feb 27, 2019
2017Feb 28, 2018
2016Feb 24, 2017
2015Feb 26, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.