PITNEY BOWES INC /DE/
For the period ended Mar 31, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
PBI$15.55-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001628280-25-047360
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001628280-26-031003
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 95 current paragraphs.
41 unchanged; 30 reworded; 24 added; 46 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
•our ability to compete successfully
Current report
•our indebtedness, including Convertible Notes, and the impact of any conversion, repurchase or redemption of the Convertible Notes
Current report
Effective January 1, 2026, we are excluding expense related to the U.S. and Canada pension plans from Adjusted segment EBIT as we have taken steps to terminate these plans. Prior periods were not recast.
Current report
Gross margin increased $2 million and gross margin percentage increased slightly to 67.5% from 66.4% compared to the prior year period primarily driven by the unfavorable revenue adjustment of $4 million in the first quarter of 2025 and product mix.
Current report
Adjusted segment EBIT was $39 million in the first quarter of 2026 compared to $55 million in the prior year period.
Current report
CONSOLIDATED EXPENSES
Current report
SG&A Expense
Current report
SG&A expense decreased $33 million in the first quarter of 2026 compared to the prior year period. In addition to the changes in segment SG&A expense previously discussed, SG&A declined $12 million due to lower non-cash foreign currency revaluation gains/losses on intercompany loans partially offset by higher corporate strategic review costs of $5 million.
Current report
Restructuring charges
Current report
Restructuring charges increased $4 million in the first quarter of 2026 compared to the prior year period primarily due to the number of actions taken during the current quarter compared to the prior year.
Current report
Interest expense, net
Current report
Total interest expense represents interest expense on our debt, a portion of which is allocated to Cost of financing and other. Total interest expense is as follows:
Current report
Total interest expense declined $2 million in the first quarter of 2026 compared to the prior year period primarily due to lower effective interest rates partially offset by higher outstanding debt. The decline in interest expense allocated to finance interest was driven primarily by a decline in finance receivables.
Current report
Other components of net pension and postretirement cost
Current report
Other components of net pension and postretirement cost increased $9 million in the first quarter of 2026 compared to the prior year period primarily due to the lower expected return on pension plan assets year over year driven by the U.S. and Canada buy-in contracts. The amount of other components of net pension and postretirement cost recognized each year will vary based on actuarial assumptions and actual results of our pension plans. See Note 11 to the Condensed Consolidated Financial Statements for further information.
Current report
Other expense
Current report
Income taxes
Current report
For 2026, we expect low to mid-single digit decline in revenue driven by the continued secular decline in mailing. We expect low to mid-single digit decline in EBIT and EBIT margin, primarily driven by expected competitive pricing pressures in Presort Services, partially offset by lower worldwide operating costs from previous and continued cost-cutting actions, including savings under the 2025 Plan.
Current report
Within SendTech Solutions, we intend to pursue strategies that will leverage the segment's strong position, customer base and current product and technology offerings to mitigate the secular downward pressures in the mailing industry.
Current report
Within Presort Services, we are focused on increasing volume growth by maintaining competitive pricing and pursuing strategic growth opportunities.
Current report
We will also continue to implement capital allocation strategies to opportunistically reduce debt and lower interest costs, return capital to our shareholders through share repurchases and dividends and pursue other long-term investment opportunities.
Current report
Global energy markets have experienced significant volatility, including increases in oil and fuel prices associated with geopolitical developments involving Iran and disruptions to shipping through the Strait of Hormuz. Prolonged disruptions in global energy supply or transportation routes may lead to sustained increases in fuel prices and could negatively impact our operations.
Current report
Cash flows from operating activities for the first quarter of 2026 improved $61 million compared to the prior year period primarily due to changes in working capital, driven in part by lower variable compensation payments and collections of accounts and finance receivables.
Current report
In the first quarter of 2026, we issued an additional aggregate $150 million of the Notes due March 2029. The additional notes have identical terms to the previously outstanding Notes due March 2029.
Removed paragraphs (46)
Previous report
•inability to successfully execute on our strategic initiatives
Previous report
•changing expectations and regulations in the areas of Environmental, Social and Governance ("ESG")
Previous report
Ecommerce Restructuring
Previous report
On August 8, 2024, we entered into a series of transactions designed to facilitate an orderly wind-down of a majority the Company’s Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC ("Hilco") subscribed for 81% of the voting interests in the subsidiary, DRF Logistics, LLC owning a majority of the Global Ecommerce segment’s net assets and operations (DRF Logistics, LLC and its subsidiary, DRF LLC, the "Ecommerce Debtors") for de minimis consideration (the "GEC Sale"), with a subsidiary of Pitney Bowes retaining 19% of the voting interests and 100% of the economic interests. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind down of the Ecommerce Debtors (the "GEC Chapter 11 Cases"). We refer to the GEC Sale, the GEC Chapter 11 Cases and any associated transactions as the "Ecommerce Restructuring".
Previous report
For segment reporting purposes, the remaining portion of Global Ecommerce in continuing operations is now reported as "Other" and includes the revenue and related expenses of prior operations and shared services. See Note 4 for further information.
Previous report
Within SendTech Solutions, we expect lower revenue compared to the prior year, driven by lower meter populations and a higher mix of lease extensions versus new equipment sales and leases. The shift to lease extensions will result in declining equipment sales in the near term, but more stable and continued cash flows over the lease term.
Previous report
Within Presort Services, we expect lower revenue and margin compared to the prior year primarily due to a decline in volumes.
Previous report
The U.S. government's announced tariffs on goods imported into the United States continues to be volatile, uncertain and different for each country of origin. We continuously assess the potential impact these tariffs may have on our operations. We have implemented various actions to mitigate the impact of these tariffs and continue to consider other actions as necessary.
Previous report
We recently announced a worldwide restructuring plan (the "2025 Plan") and expect to eliminate 300-400 positions and incur charges of $30 million-$45 million. We expect to complete these actions by the first half of 2026 and generate annualized savings of $35 million-$50 million.
Previous report
OVERVIEW OF CONSOLIDATED RESULTS
Previous report
Constant Currency
Previous report
In the tables below, we report the change in revenue on a reported basis and a constant currency basis. Constant currency measures exclude the impact of changes in currency exchange rates from the prior period under comparison. We believe that excluding the impacts of currency exchange rates provides a better understanding of the underlying revenue performance. Constant currency change is calculated by converting the current period non-U.S. dollar denominated revenue using the prior year’s exchange rate.
Previous report
Revenue decreased $40 million in the third quarter of 2025 compared to the prior year period due to lower services revenue of $23 million, lower products revenue of $12 million and lower financing and other revenue of $4 million.
Previous report
Costs of revenue decreased $23 million due to lower cost of services of $12 million, lower cost of products of $5 million and lower cost of financing and other of $5 million.
Previous report
Total operating expenses decreased $129 million compared to the prior year period primarily due to:
Previous report
•lower restructuring charges of $29 million driven by a larger number of actions taken under the 2024 Plan in the prior year; and
Previous report
•lower research and development (R&D) expense of $4 million primarily due to cost savings initiatives.
Previous report
See Note 13 for more information regarding our tax provision.
Previous report
As a result of the above, net income for the third quarter of 2025 was $52 million compared to a loss of $138 million in the prior year period. Net loss for the third quarter of 2024 includes a loss from discontinued operations, net of tax of $261 million. See Note 4 for more information.
Previous report
Financial Results Summary - Nine Months Ended September 30:
Previous report
Revenue decreased $95 million in the first nine months of 2025 compared to the prior year period due to lower products revenue of $50 million, lower services revenue of $34 million and lower financing and other revenue of $11 million.
Previous report
Costs of revenue decreased $72 million primarily due to lower cost of services of $35 million, lower cost of products of $23 million and lower cost of financing and other of $14 million.
Previous report
Total operating expenses decreased $182 million compared to the prior year period primarily due to:
Previous report
•lower SG&A expense of $89 million primarily due to lower employee-related expenses of $61 million driven by actions taken under the 2024 Plan, lower professional and outsourcing fees of $19 million and lower insurance expense of $16 million, partially offset by higher non-cash foreign currency revaluation losses on intercompany loans of $8 million;
Previous report
•lower restructuring charges of $48 million driven by a larger number of actions taken under the 2024 Plan in the prior year;
Previous report
•lower other (income) expense of $34 million, primarily due to lower charges in connection with the Ecommerce Restructuring of $46 million and a $10 million prior year asset impairment, partially offset by a higher loss on the redemption/refinancing of debt of $22 million; and
Previous report
•lower R&D expense of $11 million primarily due to cost savings initiatives.
Previous report
See Note 13 for more information regarding our tax provision.
Previous report
As a result of the above, net income for the first nine months of 2025 was $117 million compared to a loss of $166 million in the prior year period. Net loss for the first nine months of 2024 includes a loss from discontinued operations, net of tax of $311 million. See Note 4 for more information.
Previous report
Effective January 1, 2025, we revised our reporting presentation of revenue and cost of revenue in order to better align with our offerings. Additionally, we revised our corporate expense allocation methodology to allocate all marketing and innovation expenses to our SendTech Solutions segment due to a change in how these functions are now managed. Prior periods have been recast to conform to the current period presentation.
Previous report
SendTech Solutions revenue decreased $21 million in the third quarter of 2025 compared to the prior year period. Products revenue declined $12 million primarily due to the impact of the prior year product migration. Services revenue declined $4 million primarily due to the declining meter population, which was partially offset by growth in our shipping subscriptions. Financing and other revenue declined $4 million primarily driven by the impact of the prior year product migration and mix of business.
Previous report
Gross margin declined $8 million compared to the prior year period primarily driven by lower revenue; however, gross margin percentage increased to 66.1% from 64.5% driven by headcount reductions and other cost savings initiatives.
Previous report
SG&A expense declined $7 million and R&D expense declined $2 million, primarily driven by overall cost savings initiatives.
Previous report
Adjusted segment EBIT was $101 million in the third quarter of 2025 compared to $102 million for the prior year period.
Previous report
Gross margin declined $34 million compared to the prior year period primarily driven by lower revenue; however, gross margin percentage increased to 66.2% from 64.4% driven by headcount reductions and other cost savings initiatives.
Previous report
SG&A expense declined $38 million and R&D expense declined $9 million, primarily driven by lower employee-related expenses and overall cost savings initiatives.
Previous report
Adjusted segment EBIT was $33 million in the third quarter of 2025 compared to $46 million in the prior year period.
Previous report
Revenue decreased $6 million in the first nine months of 2025 compared to the prior year period primarily due to a 6% decline in total mail volumes driven by a broader market decline, which was partially mitigated by pricing actions. The processing of Marketing Mail Flats/Bound Printed Matter and Marketing Mail contributed a revenue decrease of $7 million and $1 million, respectively, which was partially offset by a revenue increase from First Class Mail of $2 million. Prior year revenue includes a $5 million favorable adjustment related to prior periods. See Note 1 for more information.
Previous report
Gross margin increased $5 million and gross margin percentage increased to 37.2% from 35.7% in the prior period primarily due to the impact of pricing actions which more than offset the overall decline in mail volumes and lower transportation costs of $2 million driven by lane optimizations.
Previous report
SG&A expense declined $4 million compared to the prior year period driven primarily by lower credit loss provision of $1 million, lower employee related expenses of $1 million and overall cost savings initiatives.
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (30)
Previous wording
•periods of difficult economic conditions, the impacts of inflation and rising prices, higher interest rates and a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown, to the company and our clients
Current wording
•periods of difficult economic conditions impacting the company and our clients, including inflation and rising prices, changes in interest rates and a slow-down in economic activity, including a global recession, or a prolonged U.S. government shutdown
Previous wording
•changes in banking regulations, major bank failures or the loss of our Industrial Bank charter
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•changes in banking regulations, major bank failures, the loss of our Industrial Bank charter or limitations on our banking activities
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•changes in government contracting regulations and inability to comply
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•changes in government contracting regulations and compliance challenges
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•global supply chain issues adversely impacting our third party suppliers' ability to provide us products and services
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•global supply chain issues adversely impacting our third party suppliers' ability to provide us with products and services
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•loss of key employees and accumulated knowledge and ability to attract and retain employees
Current wording
•changes in senior management and Board of Directors, loss of key employees and ability to attract and retain employees
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•changes in credit ratings, capital market disruptions, decline in cash flows, noncompliance with debt covenants or future interest rate increases that adversely impact our ability to access capital markets at reasonable costs
Current wording
•changes in credit ratings, capital market disruptions, decline in cash flows, noncompliance with debt covenants or future interest rate increases that may adversely impact our ability to access capital markets at reasonable costs
Previous wording
We allocate a portion our total interest expense to finance interest expense, included in Cost of financing and other in our Condensed Consolidated Statements of Operations.
Current wording
In the Condensed Consolidated Statements of Operations, we allocate a portion of total interest expense to finance interest expense which is included in Cost of financing and other. The amount of total interest expense allocated to finance interest expense is based on the average outstanding finance receivables and our overall effective interest rate for the period. For segment reporting purposes, finance interest expense is excluded from segment results.
Previous wording
Management measures segment profitability and performance as segment revenues less the related costs and expenses attributable to the segment. Segment results exclude interest, including finance interest expense, taxes, corporate expenses, restructuring charges and other items not allocated to the segments.
Current wording
Our segments include SendTech Solutions and Presort Services. Management measures segment profitability and performance using adjusted segment earnings before interest and taxes (EBIT). Adjusted segment EBIT is calculated as segment revenues less the related costs and expenses attributable to the segment. Segment results exclude interest, including finance interest expense, taxes, corporate expenses, restructuring charges and other items not allocated to the segments.
Previous wording
Effective April 1, 2025, we revised our segment reporting to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other. Prior periods have been recast to conform to the current period presentation.
Current wording
Effective April 1, 2025, segment reporting was revised to report the revenue and related expenses of a cross-border services contract in our SendTech Solutions reporting segment, which was previously reported in Other. Accordingly, segment results for the three months ended March 31, 2025 have been revised to conform to the current period presentation.
Previous wording
SendTech Solutions provides clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We offer financing alternatives that enable clients to finance equipment and product purchases, a revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage. We also offer financing alternatives that enable clients to finance or lease other manufacturers’ equipment and provide working capital.
Current wording
Within SendTech Solutions, we provide clients with physical and digital shipping and mailing technology solutions and other applications to help simplify and save on the sending, tracking and receiving of letters, parcels and flats, as well as supplies and maintenance services for these offerings. We also offer financing alternatives that enable clients to finance equipment and product purchases, to finance or lease other manufacturers’ equipment and to provide working capital, a revolving credit solution that enables clients to make meter rental payments and purchase postage, services and supplies, and an interest-bearing deposit solution to clients who prefer to prepay postage.
Previous wording
Financial performance for the SendTech Solutions segment was as follows:
Current wording
Financial results for the SendTech Solutions segment was as follows:
Previous wording
SendTech Solutions revenue decreased $79 million in the first nine months of 2025 compared to the prior year period, which includes an unfavorable adjustment of $4 million related to prior periods (see Note 1 for more information). Products revenue declined $50 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment, the impact of the prior year product migration and a significant deal in the prior year. Services revenue declined $18 million primarily due to the declining meter population, which was partially offset by growth in our shipping subscriptions. Financing and other revenue declined $11 million by the impact of the prior year product migration and mix of business.
Current wording
SendTech Solutions revenue decreased $2 million in the first quarter of 2026 compared to the prior year period. Revenue in the first quarter of 2025 includes an unfavorable adjustment of $4 million related to prior periods. Products revenue declined $5 million primarily due to customers opting to extend leases of their existing advanced-technology equipment rather than purchase new equipment as well as a declining meter population. Services revenue increased $2 million while Financing and other revenue was flat compared to the prior year period.
Previous wording
•lower selling, general and administrative (SG&A) expense of $46 million primarily due to lower non-cash foreign currency revaluation losses on intercompany loans of $22 million, lower employee-related expenses of $17 million driven by actions taken under the 2024 Plan, lower insurance expense of $5 million driven by cost savings initiatives and lower professional and outsourcing fees of $4 million;
Current wording
Selling, general and administrative ("SG&A") expense declined $15 million primarily driven by lower employee-related expenses of $5 million, lower professional and outsourcing fees of $4 million and lower marketing expenses of $2 million.
Previous wording
Adjusted segment EBIT was $299 million in the first nine months of 2025, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods compared to $294 million for the prior year period.
Current wording
Adjusted segment EBIT was $114 million in the first quarter of 2026 compared to $97 million for the prior year period, which includes the $4 million charge from the unfavorable revenue adjustment related to prior periods.
Previous wording
Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Current wording
Presort Services is the largest workshare partner of the USPS and national outsource provider of mail sortation services that allow clients to qualify large volumes of First Class Mail, First Class Flats, Marketing Mail, and Marketing Mail Flats/Bound Printed Matter for postal worksharing discounts.
Previous wording
Financial performance for the Presort Services segment was as follows:
Current wording
Financial results for the Presort Services segment was as follows:
Previous wording
Revenue decreased $17 million in the third quarter of 2025 compared to the prior year period primarily due to an 11% decline in total mail volumes driven by a broader market decline. The processing of First Class Mail and Marketing Mail contributed revenue decreases of $15 million and $2 million, respectively.
Current wording
Revenue decreased $14 million in the first quarter of 2026 compared to the prior year period primarily due to a 6% decline in total mail volumes driven by a broader market decline. The processing of First Class Mail and First Class Flats contributed revenue decreases of $10 million and $4 million, respectively.
Previous wording
Gross margin decreased $13 million and gross margin percentage decreased to 33.9% from 38.3% in the prior period primarily due to lower revenue.
Current wording
Gross margin decreased $16 million and gross margin percentage decreased to 35.1% from 41.2% in the prior period primarily due to lower revenue and increased transportation costs of $3 million.
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SG&A expense was flat compared to the prior year period.
Current wording
SG&A expense was relatively flat compared to the prior year period.
Previous wording
The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses. Corporate expenses primarily represents corporate administrative functions such as finance, human resources, legal and information technology.
Current wording
The majority of operating expenses are recorded directly or allocated to our reportable segments. Operating expenses not recorded directly or allocated to our reportable segments are reported as corporate expenses, and primarily represent corporate administrative functions such as finance, human resources, legal and information technology.
Previous wording
Corporate expenses for the third quarter of 2025 decreased $12 million compared to the prior year period primarily due to lower salary expense of $10 million and overall cost savings initiatives.
Current wording
Corporate expenses for the first quarter of 2026 decreased $10 million compared to the prior year period primarily due to lower employee-related expenses driven by actions taken under our restructuring plans.
Previous wording
•lower other (income) expense of $51 million, primarily due to lower charges in connection with the Ecommerce Restructuring of $39 million, a $10 million prior year asset impairment and a lower loss on the redemption/refinancing of debt of $2 million;
Current wording
Other expense in the first quarter of 2025 represents a loss on the redemption/refinancing of debt.
Previous wording
See Note 11 to the Condensed Consolidated Financial Statements for further information regarding the Convertible Notes and Capped Call Transactions.
Current wording
See Note 12 to the Condensed Consolidated Financial Statements for further information.
Previous wording
Our ability to maintain adequate liquidity for our operations is dependent upon a number of factors, including our revenue and earnings, our ability to manage costs, our clients' ability to pay their balances on a timely basis, our access to liquidity from external sources and the impacts of changing macroeconomic and geopolitical conditions. At September 30, 2025, we had cash, cash equivalents and short-term investments of $336 million, which includes $41 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and investments, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs for the next 12 months. Our future capital requirements will depend on many factors, including our strategic plans, investments and stock repurchase activity levels.
Current wording
Our principal source of liquidity is our cash generated from operations and access to credit markets, including our revolving credit facility. At March 31, 2026, we had cash and cash equivalents of $303 million, which includes $42 million held at our foreign subsidiaries used to support their liquidity needs. At this time, we believe that existing cash and cash equivalents, cash generated from operations and borrowing capacity under our revolving credit facility will be sufficient to fund our cash needs and meet our debt obligations for the next 12 months.
Previous wording
Cash flows from investing activities for the first nine months of 2025 declined $44 million compared to the prior year period primarily due to higher investments in loan receivables of $68 million and lower cash from investment activities of $27 million. These declines were partially offset by higher cash under the DIP Facility of $37 million as we received reimbursements of $9 million in the current year compared to net disbursements of $28 million in the prior year, lower cash outflows from discontinued operations of $11 million and lower capital expenditures of $4 million.
Current wording
Cash flows from investing activities for the first quarter of 2026 improved $36 million compared to the prior year period primarily due to lower investments in loan receivables of $39 million partially offset by lower cash from investment activities of $5 million.
Previous wording
Cash flows from financing activities for the first nine months of 2025 declined $134 million compared to the prior year period primarily due to common stock repurchases of $252 million, lower cash from changes in customer account deposits at PB Bank of $71 million, higher fees paid to redeem/refinance debt of $24 million and higher dividend payments of $10 million. These declines were partially offset by higher cash from debt activity of $227 million.
Current wording
Cash flows from financing activities for the first quarter of 2026 improved $69 million compared to the prior year period primarily due to the issuance of an additional $150 million of the March 2029 Notes, prior year fees paid to redeem/refinance debt of $21 million and favorable changes in customer account deposits at PB Bank of $18 million, partially offset by higher common stock repurchases of $121 million and higher dividend payments of $2 million.
Previous wording
We paid dividends of $37 million in the first nine months of 2025. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.
Current wording
We paid dividends of $13 million in the first quarter of 2026. Each quarter, our Board of Directors considers whether to approve the payment of a dividend. We currently expect to continue paying a quarterly dividend; however, no assurances can be given.
Previous wording
The New Credit Agreement also contains provisions whereby if, on any day between the period commencing on September 14, 2026 and ending on March 15, 2027, the Notes due March 2027 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2027 plus $100 million, the Term loan due March 2028 and any borrowings under the revolving credit facility would become due on such date (the "Pro Rata Springing Maturity Date"), and if on any date during the period beginning on December 14, 2026 and ending on March 15, 2027, the Notes due March 2027 remain outstanding and the Pro Rata Springing Maturity Date has occurred, the Term loan due March 2032 would be become due on such date. We are considering various strategies and fully intend to redeem the Notes due March 2027 before September 2026 either with available liquidity or refinance through the capital markets.
Current wording
We maintain a revolving credit facility which was increased from $400 million to $450 million in the first quarter of 2026. Under this credit facility, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the credit facility agreement) of not less than 2.00 to 1.00 and (ii) a Consolidated Secured Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the credit facility agreement) of no greater than 4.75 to 1.00. At March 31, 2026, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under this credit facility agreement are secured by assets of the Company. The credit facility also contains provisions whereby if, on any day between the period commencing on September 14, 2026 and ending on March 15, 2027, the Notes due March 2027 have not been redeemed in full and liquidity is less than an amount equal to the amount to redeem the Notes due March 2027 plus $100 million, the Term loan due March 2028 and any borrowings under the revolving credit facility would also become due on such date (the "Pro Rata Springing Maturity Date"), and if on any date during the period beginning on December 14, 2026 and ending on March 15, 2027, the Notes due March 2027 remain outstanding and the Pro Rata Springing Maturity Date has occurred, the Term loan due March 2032 would be also become due on such date. The March 2027 Notes have been classified as current in the Condensed Consolidated Balance Sheet and we are considering various strategies and fully intend to redeem these notes before September 2026 either with available liquidity or refinance through the capital markets.
Previous wording
The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
Current wording
We have outstanding an aggregate $230 million convertible senior notes (the "Convertible Notes"). The Convertible Notes are senior unsecured obligations of the Company and are guaranteed jointly and severally, on a senior unsecured basis, by each of the Company’s existing and future wholly owned U.S. subsidiaries that guarantee the Company’s existing credit agreement, existing senior notes or any other series of capital market debt with an aggregate principal amount outstanding in excess of $150 million.
Previous wording
Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
Current wording
The conversion rate and conversion price were updated in the period as a result of an increase in our dividend, and is now 70.2937 shares of common stock per $1,000 principal amount and $14.23 per share of common stock, respectively, subject to adjustment. Conversions of the Convertible Notes will be settled by paying cash up to the aggregate principal amount of the Convertible Notes being converted and by delivering shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
•changes within our senior management and Board of Directors
Previous report — wording carried elsewhere
Financial Results Summary - Three Months Ended September 30:
Previous report — wording carried elsewhere
Under the New Credit Agreement, we are required to maintain (with maintenance tested quarterly) (i) a Consolidated Interest Coverage Ratio (as defined in the New Credit Agreement) of greater than 2.00 to 1.00, (ii) a Consolidated Secured Net Leverage Ratio (as defined in the New Credit Agreement) of less than 3.00 to 1.00 and (iii) a Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) of less than 5.00 to 1.00 for the fiscal quarters ending September 30, 2025 and December 31, 2025 and 4.75 to 1.00 for each fiscal quarter ending on or after March 31, 2026. At September 30, 2025, we were in compliance with these financial covenants and there were no outstanding borrowings under the revolving credit facility. Borrowings under our New Credit Agreement are secured by assets of the Company.