Debt | Debt Long‑term debt, including accrued interest, consists of the following: June 30, September 30, 2021 Term Loan, due April 1, 2028 (1) $ 470,250 $ 473,837 2021 Revolving Credit Facility, due April 1, 2026 (2) 211,113 37,268 Securitization Facility, due April 1, 2024 (3) 138,013 150,061 Equipment Financing, due September 30, 2023 to July 31, 2029, interest rates ranging from 3.59% to 8.07% 116,796 93,375 Notes Payable, due July 31, 2023 (4) — 402 Total debt 936,172 754,943 Less unamortized deferred financing fees (10,345) (11,738) Total net debt 925,827 743,205 Less current portion (16,064) (12,775) Total long‑term debt $ 909,763 $ 730,430 (1) The interest rate on the 2021 Term Loan was 3.56% as of June 30, 2022, comprised of 1.06% LIBOR plus a 2.50% spread. Includes accrued interest of $0 and $25 at June 30, 2022 and September 30, 2021, respectively. (2) The 2021 Revolving Credit Facility includes $206,000 outstanding with an interest rate of 3.64% as of June 30, 2022, comprised of 1.69% LIBOR plus a 1.95% spread, and $5,000 outstanding with an interest rate of 5.70%. as of June 30, 2022, comprised of 4.75% Prime Rate plus a 0.95% spread. During the nine months ended June 30, 2022, the spread on the 2021 Revolving Credit Facility was reduced from 2.25% at September 30, 2021 as a result of a Sustainability Pricing Adjustment per the 2021 Credit Agreement. Includes accrued interest of $113 and $268, at June 30, 2022 and September 30, 2021, respectively. (3) The interest rate on the Securitization Facility was 3.04% as of June 30, 2022, comprised of 1.79% LIBOR plus a 1.25% spread. Includes accrued interest of $113 and $61 at June 30, 2022 and September 30, 2021, respectively. (4) In March 2022, the outstanding balance of the Notes Payable due July 31, 2023, was repaid in conjunction with the Company’s acquisition of TWO. See Note 4, “Acquisitions and Divestitures” for further discussion. 2021 Credit Agreement On April 1, 2021, EWT III entered into a Credit Agreement (the “2021 Credit Agreement”) among EWT III, as borrower, EWT II, as parent guarantor, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and ING Capital, LLC, as sustainability coordinator. The 2021 Credit Agreement provides for a multi-currency senior secured revolving credit facility in an aggregate principal amount not to exceed the U.S. dollar equivalent of $350,000 (the “2021 Revolving Credit Facility”) and a discounted senior secured term (the “2021 Term Loan”) in the amount of $475,000 (together with the 2021 Revolving Credit Facility, the “Senior Facilities”). The 2021 Credit Agreement also provides for a letter of credit sub-facility not to exceed $60,000. The 2021 Credit Agreement contains customary representations, warranties, affirmative covenants, and negative covenants, including, among other things, a springing maximum first lien leverage ratio of 5.55 to 1.00. The Company did not exceed this ratio during the nine months ended June 30, 2022, does not anticipate exceeding this ratio during the year ending September 30, 2022, and therefore does not anticipate any additional repayments during the year ending September 30, 2022. The following table summarizes the amount of the Company’s outstanding borrowings and outstanding letters of credit under the 2021 Revolving Credit Facility as of June 30, 2022 and September 30, 2021. June 30, September 30, Borrowing availability $ 350,000 $ 350,000 Outstanding borrowings 211,000 37,000 Outstanding letters of credit 9,529 10,112 Unused amounts $ 129,471 $ 302,888 Receivables Securitization Program On April 1, 2021, Evoqua Finance LLC (“Evoqua Finance”), an indirect wholly-owned subsidiary of the Company, entered into an accounts receivable securitization program (the “Receivables Securitization Program”) consisting of, among other agreements, (i) a Receivables Financing Agreement (the “Receivables Financing Agreement”) among Evoqua Finance, as the borrower, the lenders from time to time party thereto (the “Receivables Financing Lenders”), PNC Bank, National Association (“PNC Bank”), as administrative agent, EWT LLC, as initial servicer, and PNC Capital Markets LLC (“PNC Markets”), as structuring agent, pursuant to which the lenders have made available to Evoqua Finance a receivables finance facility (the “Securitization Facility”) in an amount up to $150,000 and (ii) a Sale and Contribution Agreement (the “Sale Agreement”) among Evoqua Finance, as purchaser, EWT LLC, as initial servicer and as an originator, and Neptune Benson, Inc., an indirectly wholly-owned subsidiary of the Company, as an originator (together with EWT LLC, the “Originators”). The Receivables Securitization Program contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the receivables being sold by the Originators and securing the loans made by the Receivables Financing Lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The Company was in compliance with all covenants during the nine months ended June 30, 2022, does not anticipate becoming noncompliant during the year ending September 30, 2022, and therefore, subject to limitations arising from collateral availability, does not anticipate any additional repayments during the year ending September 30, 2022. Equipment Financings During the nine months ended June 30, 2022, the Company completed the following equipment financings: Date Entered Due Interest Rate as of June 30, 2022 Principal Amount June 30, 2022 July 31, 2029 (1) 4.81 % $ 12,356 June 30, 2022 May 31, 2029 (2) 4.25 % 4,086 March 18, 2022 March 17, 2029 4.67 % 1,839 March 16, 2022 July 31, 2029 (1) 4.81 % 1,317 March 15, 2022 April 1, 2029 4.74 % 4,788 December 30, 2021 December 30, 2028 3.94 % 2,207 December 23, 2021 July 31, 2029 (1) 4.81 % 3,742 $ 30,335 (1) Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through August 1, 2022 based on an interest rate of 4.81% including a 1.06% LIBOR plus a 3.75% spread as of June 30, 2022. The Company entered into an interest rate swap with an effective date of August 1, 2022 to mitigate risk associated with this variable rate equipment financing, see Note 12, “Derivative Financial Instruments” for further discussion. (2) Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through December 30, 2022 based on a 1.50% Secured Overnight Financing Rate plus a 2.75% spread. Deferred Financing Fees and Discounts Deferred financing fees and discounts related to the Company’s long-term debt were included as a contra liability to debt on the Consolidated Balance Sheets as follows: June 30, September 30, Current portion of deferred financing fees and discounts (1) $ (1,891) $ (1,866) Long-term portion of deferred financing fees and discounts (2) (8,454) (9,872) Total deferred financing fees and discounts $ (10,345) $ (11,738) (1) Included in Current portion of debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets. (2) Included in Long-term debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets. Amortization of deferred financing fees and discounts included in interest expense was $467 and $437 for the three months ended June 30, 2022 and 2021 and $1,393 and $1,481 for the nine months ended June 30, 2022 and 2021, respectively. Repayment Schedule Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding finance lease obligations as of June 30, 2022, are presented below: Fiscal Year Remainder of 2022 $ 4,293 2023 18,215 2024 155,025 2025 18,714 2026 22,030 Thereafter 717,895 Total $ 936,172 |