Debt | Debt Long‑term debt, including accrued interest, consists of the following: December 31, September 30, 2021 Term Loan, due April 1, 2028 (1) $ 467,900 $ 469,063 2021 Revolving Credit Facility, due April 1, 2026 (2) 136,502 151,254 Securitization Facility, due April 1, 2024 (3) 150,282 150,201 Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.07% 126,503 120,155 Total debt 881,187 890,673 Less unamortized deferred financing fees (9,396) (9,873) Total net debt 871,791 880,800 Less current portion (19,322) (17,266) Total long‑term debt $ 852,469 $ 863,534 (1) The interest rate on the 2021 Term Loan was 6.38% as of December 31, 2022, comprised of 4.13% LIBOR plus a 2.25% spread. Includes accrued interest of $25 and $0 at December 31, 2022 and September 30, 2022, respectively. (2) The 2021 Revolving Credit Facility includes $136,000 outstanding with an interest rate of 6.33% as of December 31, 2022, comprised of 4.13% LIBOR plus a 2.20% spread. Includes accrued interest of $502 and $254, at December 31, 2022 and September 30, 2022, respectively. (3) The interest rate on the Securitization Facility was 5.64% as of December 31, 2022, comprised of 4.39% LIBOR plus a 1.25% spread. Includes accrued interest of $282 and $201 at December 31, 2022 and September 30, 2022, respectively. 2021 Credit Agreement On April 1, 2021, EWT Holdings III Corp. (“EWT III”), a subsidiary of the Company, entered into a Credit Agreement (the “2021 Credit Agreement”) among EWT III, as borrower, EWT Holdings II Corp. (“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 loan (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 three months ended December 31, 2022, does not anticipate exceeding this ratio during the year ending September 30, 2023, and therefore does not anticipate any additional repayments during the year ending September 30, 2023. 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 December 31, 2022 and September 30, 2022. December 31, September 30, Borrowing availability $ 350,000 $ 350,000 Outstanding borrowings 136,000 151,000 Outstanding letters of credit 8,760 9,317 Unused amounts $ 205,240 $ 189,683 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 three months ended December 31, 2022, does not anticipate becoming noncompliant during the year ending September 30, 2023, and therefore, subject to limitations arising from collateral availability, does not anticipate any additional repayments during the year ending September 30, 2023. Equipment Financings During the three months ended December 31, 2022, the Company completed the following equipment financings: Date Entered Due Interest Rate as of December 31, 2022 Principal Amount December 30, 2022 September 30, 2032 (1) 5.30 % $ 1,452 December 19, 2022 May 31, 2029 (2) 5.03 % 2,041 October 31, 2022 June 30, 2029 6.33 % 6,208 $ 9,701 (1) Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through September 30, 2023 based on an interest rate of 5.30% including a 3.05% Bloomberg Short-Term Bank Yield Index plus a 2.25% spread as of December 31, 2022. (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 2.28% Secured Overnight Financing Rate plus a 2.75% spread. The Company has secured financing agreements that require providing a security interest in specified equipment and, in some cases, the underlying contract and related receivables. As of December 31, 2022 and September 30, 2022, the gross and net amounts of those assets are included on the Consolidated Balance Sheets as follows: December 31, September 30, Gross Net Gross Net Property, plant, and equipment, net Machinery and equipment $ 79,965 $ 55,996 $ 86,294 $ 62,459 Construction in process 16,531 16,531 14,201 14,201 Receivables, net 793 793 108 108 Prepaid and other current assets 3,147 3,147 3,276 3,276 Other non‑current assets 54,057 53,718 51,877 51,550 $ 154,493 $ 130,185 $ 155,756 $ 131,594 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: December 31, September 30, Current portion of deferred financing fees and discounts (1) $ (1,906) $ (1,899) Long-term portion of deferred financing fees and discounts (2) (7,490) (7,974) Total deferred financing fees and discounts $ (9,396) $ (9,873) (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 $476 and $467 for the three months ended December 31, 2022 and 2021. Repayment Schedule Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding finance lease obligations as of December 31, 2022, are presented below: Fiscal Year Remainder of 2023 $ 16,245 2024 169,620 2025 21,224 2026 160,581 2027 22,304 Thereafter 491,213 Total $ 881,187 |