| Debt and Other Obligations |
13. DEBT AND OTHER OBLIGATIONS Long-term debt (net of issuance costs and debt discounts excluding line-of-credit arrangements) (leases are separately discussed in Note 5, Leases) consisted of the following at July 13, 2024 and December 30, 2023, respectively (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
July 13, 2024 |
|
|
December 30, 2023 |
|
Unsecured credit facility |
|
$ |
— |
|
|
$ |
— |
|
2031 notes |
|
|
495,116 |
|
|
|
494,723 |
|
2026 notes |
|
|
398,728 |
|
|
|
398,421 |
|
Accounts receivable repurchase facility |
|
|
175,000 |
|
|
|
155,000 |
|
|
|
|
1,068,844 |
|
|
|
1,048,144 |
|
Less current maturities of long-term debt |
|
|
— |
|
|
|
— |
|
Total long-term debt |
|
$ |
1,068,844 |
|
|
$ |
1,048,144 |
|
Bank overdrafts occur when checks have been issued but have not been presented to the bank for payment. Certain banks allow us to delay funding of issued checks until the checks are presented for payment. The delay in funding results in a temporary source of financing from the bank. The activity related to bank overdrafts is shown as a financing activity in our Condensed Consolidated Statements of Cash Flows. Bank overdrafts are included in other accrued liabilities on our Condensed Consolidated Balance Sheets. The company also had standby letters of credit (“LOCs”) outstanding of $8.4 million at July 13, 2024 and December 30, 2023, which reduce the availability of funds under the senior unsecured revolving credit facility (the "credit facility"). The outstanding LOCs are for the benefit of certain insurance companies and lessors. None of the outstanding LOCs are recorded as a liability on the Condensed Consolidated Balance Sheets. 2031 Notes, 2026 Notes, Accounts Receivable Repurchase Facility, Accounts Receivable Securitization Facility, and Credit Facility 2031 Notes. On March 9, 2021, the company issued $500.0 million of senior notes. The company will pay semiannual interest on the 2031 notes on each March 15 and September 15 and the 2031 notes will mature on March 15, 2031. The notes bear interest at 2.400% per annum. On any date prior to December 15, 2030, the company may redeem some or all of the notes at a price equal to the greater of (1) 100% of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 notes to be redeemed that would be due if such notes matured December 15, 2030 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable treasury rate (as defined in the indenture governing the notes), plus 20 basis points, plus, in each case, accrued and unpaid interest. At any time on or after December 15, 2030, the company may redeem some or all of the 2031 notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and the related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest thereon unless the company has exercised its option to redeem the notes in whole. The 2031 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2031 notes is $500.0 million. There was a debt discount of $2.4 million representing the difference between the net proceeds, after expenses, received upon issuance of debt and the amount repayable at its maturity. The company also accrued issuance costs of $4.8 million (including underwriting fees and other fees) on the 2031 notes. Debt issuance costs and the debt discount are being amortized to interest expense over the term of the 2031 notes. As of July 13, 2024 and December 30, 2023, respectively, the company was in compliance with all restrictive covenants under the indenture governing the 2031 notes. 2026 Notes. On September 28, 2016, the company issued $400.0 million of senior notes. The company pays semiannual interest on the 2026 notes on each April 1 and October 1 and the 2026 notes will mature on October 1, 2026. The notes bear interest at 3.500% per annum. The 2026 notes are subject to interest rate adjustments if either Moody’s or S&P downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the 2026 notes. On any date prior to July 1, 2026, the company may redeem some or all of the notes at a price equal to the greater of (1) 100% of the principal amount of the notes redeemed and (2) a “make-whole” amount plus, in each case, accrued and unpaid interest. The make-whole amount is equal to the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 notes to be redeemed that would be due if such notes matured July 1, 2026 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the indenture governing the notes), plus 30 basis points, plus in each case accrued and unpaid interest. At any time on or after July 1, 2026, the company may redeem some or all of the 2026 notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest. If the company experiences a “change of control triggering event” (which involves a change of control of the company and the related rating of the notes below investment grade), it is required to offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest thereon unless the company exercised its option to redeem the notes in whole. The 2026 notes are also subject to customary restrictive covenants for investment grade debt, including certain limitations on liens and sale and leaseback transactions. The face value of the 2026 notes is $400.0 million. There was a debt discount of $2.1 million representing the difference between the net proceeds, after expenses, received upon issuance of debt and the amount repayable at its maturity. The company also paid issuance costs of $3.6 million (including underwriting fees and other fees) on the 2026 notes. Debt issuance costs and the debt discount are being amortized to interest expense over the term of the 2026 notes. As of July 13, 2024, and December 30, 2023, respectively, the company was in compliance with all restrictive covenants under the indenture governing the 2026 notes. Accounts Receivable Repurchase Facility. On April 14, 2023, the company terminated the accounts receivable securitization facility (the "securitization facility") and entered into a two-year $200.0 million accounts receivable repurchase facility (the "repurchase facility"). On April, 15, 2024, the company entered into the First Omnibus Amendment to amend the repurchase facility and extend the scheduled facility expiration date from April 14, 2025 to April 14, 2026. Under the repurchase facility, certain subsidiaries of the company sell or distribute, on an ongoing basis, substantially all of their trade receivables to the company. The company may at its option onward sell all of its qualifying receivables to the funding parties under the repurchase facility with an agreement to repurchase the receivables on a monthly basis for a repurchase price equal to the purchase price paid and an interest component based on Term SOFR (as defined below) plus a margin. There is an unused fee applicable on the daily unused portion of the repurchase facility. The repurchase facility contains certain customary representations and warranties, affirmative and negative covenants, and events of default. As of July 13, 2024, the company was in compliance with all restrictive covenants under the repurchase facility. The table below presents the borrowings and repayments under the repurchase facility during the twenty-eight weeks ended July 13, 2024:
|
|
|
|
|
|
|
Amount
(thousands) |
|
Balance at December 30, 2023 |
|
$ |
155,000 |
|
Borrowings |
|
|
155,000 |
|
Payments |
|
|
(135,000 |
) |
Balance at July 13, 2024 |
|
$ |
175,000 |
|
The table below presents the net amount available for working capital and general corporate purposes under the repurchases facility as of July 13, 2024:
|
|
|
|
|
|
|
Amount
(thousands) |
|
Gross amount available |
|
$ |
200,000 |
|
Outstanding |
|
|
(175,000 |
) |
Available for withdrawal |
|
$ |
25,000 |
|
Amounts available for withdrawal under the repurchase facility are determined as the lesser of the total repurchase facility limit and a formula derived amount based on qualifying trade receivables. The table below presents the highest and lowest outstanding balance under the repurchase facility during the twenty-eight weeks ended July 13, 2024:
|
|
|
|
|
|
|
Amount
(thousands) |
|
High balance |
|
$ |
195,000 |
|
Low balance |
|
$ |
105,000 |
|
Financing costs paid at inception of the repurchase facility and when amendments are executed are being amortized over the life of the repurchase facility. The company incurred $0.2 million in financing costs during the first quarter of Fiscal 2024 related to the amendment and $0.8 million in financing costs at inception during the first quarter of Fiscal 2023. The balance of unamortized financing costs was $0.3 million on July 13, 2024 and December 30, 2023, and is recorded in other assets on the Condensed Consolidated Balance Sheets. Accounts Receivable Securitization Facility. On July 17, 2013, the company entered into the securitization facility. The company had previously amended the securitization facility 11 times since execution and most recently on February 13, 2023. On April 14, 2023, the company terminated the securitization facility with no outstanding borrowings and recognized a charge of $0.3 million to write-off the unamortized loan costs upon the early extinguishment of the securitization facility. Credit Facility. The company is party to an amended and restated credit agreement, dated as of October 24, 2003, with the lenders party thereto and Deutsche Bank Trust Company Americas, as administrative agent, (as amended, restated, modified or supplemented from time to time, the “amended and restated credit agreement”). The company has amended the amended and restated credit agreement eight times since execution, most recently on April 12, 2023 (the “eighth amendment”). Under the amended and restated credit agreement, our credit facility is a five-year, $500.0 million senior unsecured revolving loan facility with the following terms and conditions: (i) a maturity date of July 30, 2026; (ii) an applicable margin for revolving loans maintained as (1) base rate loans and swingline loans with a range of 0.00% to 0.525% and (2) SOFR loans with a range of 0.815% to 1.525%, in each case, based on the more favorable (to the company) of (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; (iii) an applicable facility fee with a range of 0.06% to 0.225%, due quarterly on all commitments under the amended and restated credit agreement, based on the more favorable (to the company) of (x) the leverage ratio of the company and its subsidiaries and (y) the company’s debt rating; and (iv) a maximum leverage ratio covenant to permit the company, at its option, in connection with certain acquisitions and investments and subject to the terms and conditions provided in the amended and restated credit agreement, to increase the maximum ratio permitted thereunder on one or more occasions to 4.00 to 1.00 for a period of four consecutive fiscal quarters, including and/or immediately following the fiscal quarter in which such acquisitions or investments were completed (the “covenant holiday”), provided that each additional covenant holiday will not be available to the company until it has achieved and maintained a leverage ratio of at least 3.75 to 1.00 and has been complied with for at least two fiscal quarters. Additionally, the eighth amendment replaced the benchmark rate at which borrowings under the amended and restated credit agreement bear interest from LIBOR to the forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited ("Term SOFR"). As a result of these amendments and with respect to SOFR Loans, we can borrow at Term SOFR, plus a credit spread adjustment of 0.10% subject to a floor of zero. In addition, the credit facility contains a provision that permits the company to request up to $200.0 million in additional revolving commitments, for a total of up to $700.0 million, subject to the satisfaction of certain conditions. Proceeds from the credit facility may be used for working capital and general corporate purposes, including capital expenditures, acquisition financing, refinancing of indebtedness, dividends and share repurchases. The credit facility includes certain customary restrictions, which, among other things, require maintenance of financial covenants and limit encumbrance of assets and creation of indebtedness. Restrictive financial covenants include such ratios as a minimum interest coverage ratio and a maximum leverage ratio. The company believes that, given its current cash position, its cash flow from operating activities and its available credit capacity, it can comply with the current terms of the amended credit facility and can meet its presently foreseeable financial requirements. As of July 13, 2024 and December 30, 2023, respectively, the company was in compliance with all restrictive covenants under the credit facility. Financing costs paid at inception of the credit facility and at the time amendments are executed are being amortized over the life of the credit facility. The company incurred additional financing costs of $0.1 million during the first quarter of Fiscal 2023 for the eighth amendment. The balance of unamortized financing costs was $0.7 million and $0.9 million on July 13, 2024 and December 30, 2023, respectively, and is recorded in other assets on the Condensed Consolidated Balance Sheets. Amounts outstanding under the credit facility can vary daily. Changes in the gross borrowings and repayments can be caused by cash flow activity from operations, capital expenditures, acquisitions, dividends, share repurchases, and tax payments, as well as derivative transactions, which are part of the company’s overall risk management strategy as discussed in Note 9, Derivative Financial Instruments, of this Form 10-Q. The table below presents the borrowings and repayments under the credit facility during the twenty-eight weeks ended July 13, 2024.
|
|
|
|
|
|
|
Amount
(thousands) |
|
Balance at December 30, 2023 |
|
$ |
— |
|
Borrowings |
|
|
71,300 |
|
Payments |
|
|
(71,300 |
) |
Balance at July 13, 2024 |
|
$ |
— |
|
The table below presents the net amount available under the credit facility as of July 13, 2024:
|
|
|
|
|
|
|
Amount
(thousands) |
|
Gross amount available |
|
$ |
500,000 |
|
Outstanding |
|
|
— |
|
Letters of credit |
|
|
(8,400 |
) |
Available for withdrawal |
|
$ |
491,600 |
|
The table below presents the highest and lowest outstanding balance under the credit facility during the twenty-eight weeks ended July 13, 2024:
|
|
|
|
|
|
|
Amount
(thousands) |
|
High balance |
|
$ |
30,000 |
|
Low balance |
|
$ |
— |
|
Aggregate maturities of debt outstanding as of July 13, 2024 are as follows (excluding unamortized debt discount and issuance costs) (amounts in thousands):
|
|
|
|
|
Remainder of 2024 |
|
$ |
— |
|
2025 |
|
|
— |
|
2026 |
|
|
575,000 |
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
2029 and thereafter |
|
|
500,000 |
|
Total |
|
$ |
1,075,000 |
|
Debt discount and issuance costs are being amortized straight-line (which approximates the effective method) over the term of the underlying debt outstanding. The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at July 13, 2024 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Issuance Costs |
|
|
|
|
|
|
Face Value |
|
|
and Debt Discount |
|
|
Net Carrying Value |
|
2031 notes |
|
$ |
500,000 |
|
|
$ |
4,884 |
|
|
$ |
495,116 |
|
2026 notes |
|
|
400,000 |
|
|
|
1,272 |
|
|
|
398,728 |
|
Total |
|
$ |
900,000 |
|
|
$ |
6,156 |
|
|
$ |
893,844 |
|
The table below reconciles the debt issuance costs and debt discounts to the net carrying value of each of our debt obligations (excluding line-of-credit arrangements) at December 30, 2023 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Issuance Costs |
|
|
|
|
|
|
Face Value |
|
|
and Debt Discount |
|
|
Net Carrying Value |
|
2031 notes |
|
$ |
500,000 |
|
|
$ |
5,277 |
|
|
$ |
494,723 |
|
2026 notes |
|
|
400,000 |
|
|
|
1,579 |
|
|
|
398,421 |
|
Total |
|
$ |
900,000 |
|
|
$ |
6,856 |
|
|
$ |
893,144 |
|
|