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Notes Payable, Other and Short-Term Borrowings
 3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Notes Payable, Other and Short-Term Borrowings Notes Payable, Other and Short-Term Borrowings
Notes payable, other and short-term borrowings consisted of the following (in thousands):
March 31, 2023December 31, 2022
Unsecured senior revolving credit agreement$73,295 $— 
5.375% Senior Notes due July 24, 2023
449,577 449,243 
3.750% Senior Notes due October 1, 2024
298,765 298,558 
4.375% Senior Notes due December 15, 2025
298,321 298,165 
Collateralized borrowings1,630 3,251 
Total Notes payable and other borrowings1,121,588 1,049,217 
Short-term borrowings1,968 1,917 
Total Notes payable, other and short-term borrowings$1,123,556 $1,051,134 
Unsecured Senior Revolving Credit Agreement
On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the previously existing committed unsecured senior revolving
credit agreement. The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $350.0 million. Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin. On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement. Pursuant to the amendment, the maturity date was extended to February 26, 2021. On February 26, 2020, the Company entered into a second amendment to the Revolving Credit Agreement, pursuant to which the maturity date was extended by two years to February 26, 2023. There was no change to the interest rate or the maximum revolving loan balance. On March 10, 2022, the Company entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $375.0 million, and borrowings under this agreement will bear interest based on either SOFR or a defined base rate plus additional margin. As of March 31, 2023 there were $73.3 million of borrowings outstanding, net of deferred financing costs of $1.7 million, under the Revolving Credit Agreement. As of December 31, 2022, there were no borrowings outstanding under the Revolving Credit Agreement. The rate on the outstanding borrowings was 6.52% for the three months ended March 31, 2023. The Company recorded interest expense related to the Revolving Credit Agreement of $1.2 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively.
Senior Notes
The Company’s Senior Notes are recorded at amortized cost. The carrying amounts and estimated fair values of the Company’s Senior Notes were as follows (in thousands):
March 31, 2023December 31, 2022
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
5.375% Senior Notes due July 24, 2023
$449,577 $448,997 $449,243 $449,007 
3.750% Senior Notes due October 1, 2024
298,765 289,538 298,558 286,894 
4.375% Senior Notes due December 15, 2025
298,321 281,972 298,165 281,114 
Total$1,046,663 $1,020,507 $1,045,966$1,017,015
The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.375% Senior Notes, the 3.750% Senior Notes, and the 4.375% Senior Notes are considered Level 2 within the fair value hierarchy.
5.375% Senior Notes
On July 24, 2018, the Company issued an aggregate of $450.0 million principal amount of 5.375% Senior Notes. The 5.375% Senior Notes are general senior unsecured obligations of the Company. The 5.375% Senior Notes bear interest at a rate of 5.375% per year, payable in cash on January 24 and July 24 of each year, commencing January 24, 2019. The 5.375% Senior Notes will mature on July 24, 2023. The Company may redeem some or all of the 5.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture related to the 5.375% Senior Notes). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 5.375% Senior Notes was $444.2 million, net of the discount and debt issuance costs of $5.8 million. The issuance costs are amortized as interest expense and the carrying value of the 5.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 5.375% Senior Notes as of March 31, 2023 was $449.6 million. The Company recorded interest expense related to the 5.375% Senior Notes of $6.4 million for each of the three months ended March 31, 2023 and 2022.
3.750% Senior Notes
On September 27, 2019, the Company issued an aggregate of $300.0 million principal amount of 3.750% Senior Notes. The 3.750% Senior Notes are general unsecured obligations of the Company. The 3.750% Senior Notes bear interest at a rate of 3.750% per year, payable in cash on April 1 and October 1 of each year, commencing April 1, 2020. The 3.750% Senior Notes will mature on October 1, 2024. The Company may redeem some or all of the 3.750% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 3.750% Senior Notes was $296.1 million, net of discount and debt issuance costs of $3.9 million. The issuance costs are amortized as interest expense and the carrying value of
the 3.750% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 3.750% Senior Notes was $298.8 million as of March 31, 2023. The Company recorded interest expense related to the 3.750% Senior Notes of $3.0 million for each of the three months ended March 31, 2023 and 2022.
4.375% Senior Notes
On July 10, 2020, the Company issued an aggregate of $300.0 million principal amount of 4.375% Senior Notes. The 4.375% Senior Notes are general unsecured obligations of the Company. The 4.375% Senior Notes bear interest at a rate of 4.375% per year, payable in cash on June 15 and December 15 of each year, commencing December 15, 2020. The 4.375% Senior Notes will mature on December 15, 2025. The Company may redeem some or all of the 4.375% Senior Notes at any time or from time to time for cash at certain “make-whole” redemption prices (as set forth in the Indenture). If a “Change of Control Triggering Event” (as set forth in the Indenture) occurs, holders may require the Company to purchase all or a portion of their notes for cash at a price equal to 101% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The initial carrying value of the 4.375% Senior Notes was $296.8 million, net of discount and debt issuance costs of $3.2 million. The issuance costs are amortized as interest expense and the carrying value of the 4.375% Senior Notes will accrete up to the face amount over the term of the notes. The carrying value of the 4.375% Senior Notes was $298.3 million as of March 31, 2023. The Company recorded interest expense related to the 4.375% Senior Notes of $3.4 million for each of the three months ended March 31, 2023 and 2022.
Collateralized Borrowings
On April 8, 2019, the Company entered into a $15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.77% and matured on April 8, 2023. As of March 31, 2023 and December 31, 2022, the Company had $1.0 million and $2.0 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of March 31, 2023 and December 31, 2022 was $5 thousand and $10 thousand, respectively. The Company recorded interest expense related to this secured loan arrangement of $11 thousand and $48 thousand for the three months ended March 31, 2023 and 2022, respectively.
On April 19, 2019, the Company entered into a $10.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan. This arrangement incurred interest at a fixed rate of 3.89% and matured on April 19, 2023. As of March 31, 2023 and December 31, 2022, the Company had $0.6 million and $1.3 million, respectively, outstanding related to this secured loan arrangement. The book value of the fixed assets pledged as of March 31, 2023 and December 31, 2022 was $0.2 million and $0.3 million, respectively. The Company recorded interest expense related to this secured loan arrangement of $7 thousand and $32 thousand for the three months ended March 31, 2023 and 2022, respectively.
Short-Term Borrowings
On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A. The agreement provides for short-term loans of up to $3.9 million (BRL 20.0 million). The maturity date of this agreement is May 21, 2023. Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.20%. As of March 31, 2023, there were $2.0 million (BRL 10.0 million) of borrowings outstanding under the agreement. As of December 31, 2022, there were $1.9 million (BRL 10.0 million) of borrowings outstanding under this agreement. As of March 31, 2023, the interest rate was 17.00%. The Company recorded interest expense related to the agreement of $0.1 million for each of the three months ended March 31, 2023 and 2022.
On August 23, 2017, the Company entered into a committed unsecured credit agreement with Itau Unibanco S.A. The agreement provided for an intra-day overdraft credit line up to $9.8 million (BRL 50.0 million). On August 20, 2021, the agreement was renegotiated, increasing the credit line to $11.8 million (BRL 60.0 million). The maturity date of the agreement is May 21, 2023. This agreement bears a fee of 1.35% per year. As of March 31, 2023 and December 31, 2022, there were no borrowings outstanding under this agreement. The Company recorded bank fees related to the agreement of $34 thousand and $44 thousand for the three months ended March 31, 2023 and 2022, respectively.
On January 25, 2021, the Company entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $2.0 million (BRL 10.0 million) and was renegotiated on June 1, 2021. The amended agreement provided for short-term loans of up to $3.9 million (BRL 20.0 million). During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022. As of March 31, 2023 and December 31, 2022, there were no borrowings outstanding under the agreement. Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66%. The Company did not record any interest expense related to the agreement for the three months ended March 31, 2023. The Company recorded interest expense related to the agreement of $0.1 million for the three months ended March 31, 2022.