Annual report pursuant to Section 13 and 15(d)

Financial Commitments

v3.24.0.1
Financial Commitments
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Financial Commitments
(6)
Financial Commitments

The Company had $32.5 million and $2.7 million of outstanding letters of credit as of December 31, 2023 and December 31, 2022, and approximately $11.9 million and $19.6 million in short-term borrowings as of December 31, 2023 and December 31, 2022. Interest expense for the years ended December 31, 2023, 2022 and 2021 was $22.4 million, $19.7 million and $14.9 million.

Long-term borrowings were as follows:

 

 

 

As of December 31,

 

(in thousands)

 

2023

 

 

2022

 

HF-T1 Distribution Center Loan

 

$

129,505

 

 

$

129,505

 

HF-T2 Distribution Center Construction Loan

 

 

73,017

 

 

 

72,098

 

China Distribution Center Construction Loan

 

 

 

 

 

41,329

 

China Distribution Center Expansion Construction Loan

 

 

40,330

 

 

 

14,507

 

China Operational Loans

 

 

46,228

 

 

 

54,361

 

Other

 

 

435

 

 

 

7,872

 

Subtotal

 

 

289,515

 

 

 

319,672

 

Less: Current installments

 

 

46,571

 

 

 

103,184

 

Total long-term borrowings

 

$

242,944

 

 

$

216,488

 

 

Revolving Credit Facility

The Company maintains a revolving credit facility with Bank of America, N.A. which allows for an unsecured credit facility to $750.0 million, which may be increased up to $250.0 million under certain conditions and provides for the issuance of letters of credit up to a maximum of $100.0 million and swingline loans up to a maximum of $50.0 million. The expiration date is December 15, 2026. The Company may use the proceeds for working capital and other lawful corporate purposes. Borrowings and letters of credit bear interest, at the Company’s option, at a rate equal to (a) Term SOFR plus an applicable margin between 1.000% and 1.500% based upon the Company’s Total Adjusted Net Leverage Ratio or (b) a base rate (defined as the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Bank of America prime rate, (iii) Term SOFR plus 1.00%, and (iv) 1.00%) plus an applicable margin between 0% and 0.500% based upon the Company’s Total Adjusted Net Leverage Ratio. As of December 31, 2023, there was no outstanding balance under this revolving credit facility. The unused credit capacity was $746.9 million and $747.3 million as of December 31, 2023 and December 31, 2022.

The Company is required to maintain a maximum total adjusted net leverage ratio of 3.75:1, except in the event of an acquisition in which case the ratio may be increased at the Company’s election to 4.25:1 for the quarter in which such acquisition occurs and for the next three quarters thereafter. The Company was in compliance with the financial covenants as of December 31, 2023.

Our subsidiary in India had a line of credit of $42.4 million and $34.1 million at December 31, 2023 and December 31, 2022, and a weighted average interest rate of 8.0% for the year ended December 31, 2023. Borrowings on the line of credit are due in 180 days. The balances of $6.0 million and $14.5 million were recorded as short-term borrowings as of December 31, 2023 and December 31, 2022.

HF-T1 Distribution Center Loan

To finance construction and improvements to the Company’s North American distribution center, the Company’s joint venture with HF Logistics I, LLC (“HF”), HF Logistics-SKX, LLC (the “JV”), through a wholly-owned subsidiary of the JV (“HF-T1”), entered into a $129.5 million construction loan agreement which matures on March 18, 2025 (the “HF-T1 2020 Loan”) with interest of SOFR Daily Floating Rate plus a margin of 1.75% per annum.

HF-T1 also entered into an ISDA master agreement (together with the schedule related thereto, the “Swap Agreement”) with Bank of America, N.A. to govern derivative and/or hedging transactions that HF-T1 concurrently entered into with Bank of America, N.A. Pursuant to the Swap Agreement, on August 14, 2015, HF-T1 entered into a confirmation of swap transactions (the “Interest Rate Swap”) as amended (the “Swap Agreement Amendment”) on March 18, 2020 with Bank of America, N.A. with a maturity date of March 18, 2025. The Swap Agreement Amendment fixes the effective interest rate on the HF-T1 2020 Loan at 2.55% per annum. During the second quarter of 2023, the Company amended certain terms of our loan agreement with Bank of America and the related interest rate swap to replace the LIBOR with the daily SOFR as part of our planned reference rate reform activities. The HF-T1 2020 Loan and Swap Agreement Amendment are subject to customary covenants and events of default. Bank of America, N.A. also acts as a lender and syndication agent under the Company’s revolving credit facility. The obligations of the JV under this loan are guaranteed by HF.

The Interest Rate Swap involves the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. As of both December 31, 2023 and December 31, 2022, the Interest Rate Swap had an aggregate notional amount of $129.5 million. Under the terms of the Swap Agreement Amendment, the Company will pay a weighted-average fixed rate of 0.778% on the notional amount and receive payments from the counterparty based on the 30-day SOFR rate, effectively modifying the Company’s exposure to interest rate risk by converting floating-rate debt to a fixed rate of 2.63%.

HF-T2 Distribution Center Construction Loan

On April 3, 2020, the JV, through HF Logistics-SKX T2, LLC, a wholly-owned subsidiary of the JV (“HF-T2”), entered into a construction loan agreement up to $73.0 with Bank of America, N.A. to expand the North American distribution center. The maturity date is April 3, 2025. The interest rate is based on the Bloomberg Short-Term Bank Yield Index Daily Floating Rate plus a margin of 190 basis points, reducing to 175 basis points upon substantial completion of the construction and certain other conditions being satisfied. The weighted-average annual interest rate on borrowings was 6.86% during the year ended December 31, 2023. The obligations of the JV are guaranteed by TGD Holdings I, LLC, which is an affiliate of HF.

China Distribution Center Construction Loan

The Company had a loan agreement to finance the construction of its distribution center in China which matured on September 28, 2023. The interest rate was 4.00% at December 31, 2022.

China Distribution Center Expansion Construction Loan

On October 18, 2022, the Company entered into a loan agreement for 1.1 billion yuan with Bank of China Co., Ltd to finance the construction of its distribution center expansion in China. Interest is paid quarterly. The interest rate at December 31, 2023 was 3.40% and may increase or decrease over the life of the loan, and is evaluated every 12 months. This loan matures 10 years from the initial receipt of funds. Beginning in 2026, the principal of the loan will be repaid in semi-annual installments of variable amounts. The obligations of this loan entered through the Company’s Taicang Subsidiary are jointly and severally guaranteed by the Company’s China joint venture.

China Operational Loans

The Company has certain secured credit facilities to support the operations of its China joint venture. The balance at December 31, 2023 was $46.2 million with interest rates ranging from 2.75% to 2.90% per annum, payable at terms agreed by the lender and at December 31, 2022, was $54.4 million with interest rates ranging from 2.90% to 3.41% per annum. As of December 31, 2023, the outstanding balances is classified as current borrowings in the Company’s consolidated balance sheets.

The following table presents the future principal payments required under the Company’s debt obligations, discussed above:

 

Year (in thousands)

 

Maturities

 

2024

 

$

46,571

 

2025

 

 

202,615

 

2026

 

 

5,133

 

2027

 

 

5,133

 

2028

 

 

5,133

 

Thereafter

 

 

24,930

 

 

 

$

289,515