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LONG-TERM DEBT AND FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2021
LONG-TERM DEBT AND FINANCING ARRANGEMENTS  
LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE F – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-Term Debt Obligations

Long-term debt consisted of borrowings outstanding under the Company’s revolving credit facility which is further described in Financing Arrangements within this Note, and notes payable and finance lease obligations related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations), certain other equipment, and software as follows:

June 30

December 31

    

2021

    

2020

 

(in thousands)

Credit Facility (interest rate of 1.2%(1) at June 30, 2021)

$

50,000

$

70,000

Notes payable (weighted-average interest rate of 2.9% at June 30, 2021)

 

187,715

 

214,216

Finance lease obligations (weighted-average interest rate of 3.3% at June 30, 2021)

 

4

 

8

 

237,719

 

284,224

Less current portion

 

66,644

 

67,105

Long-term debt, less current portion

$

171,075

$

217,119

(1)The interest rate swap mitigates interest rate risk by effectively converting the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.12% based on the margin of the Credit Facility as of both June 30, 2021 and December 31, 2020.

Scheduled maturities, including interest payments, of long-term debt obligations as of June 30, 2021 were as follows:

Credit

Notes

Finance Lease

    

Total

    

Facility(1)

    

Payable

    

Obligations

 

 

(in thousands) 

Due in one year or less

 

$

71,778

 

$

637

 

$

71,137

$

4

Due after one year through two years

 

57,710

 

784

 

56,926

 

Due after two years through three years

 

42,571

 

1,049

 

41,522

 

Due after three years through four years

 

72,345

 

50,296

 

22,049

 

Due after four years through five years

 

4,567

 

 

4,567

 

Due after five years

124

124

Total payments

 

249,095

 

52,766

 

196,325

 

4

Less amounts representing interest

 

11,376

 

2,766

 

8,610

 

Long-term debt

 

$

237,719

 

$

50,000

 

$

187,715

$

4

(1)The future interest payments included in the scheduled maturities due are calculated using variable interest rates based on the LIBOR swap curve, plus the anticipated applicable margin.

Assets securing notes payable or held under finance leases were included in property, plant and equipment as follows:

June 30

December 31

    

2021

    

2020

 

(in thousands)

 

Revenue equipment

 

$

326,914

 

$

326,823

Service, office, and other equipment

26,250

26,270

Total assets securing notes payable or held under finance leases

 

353,164

 

353,093

Less accumulated depreciation and amortization(1)

 

135,538

 

115,424

Net assets securing notes payable or held under finance leases 

$

217,626

$

237,669

(1)Amortization of assets held under finance leases and depreciation of assets securing notes payable are included in depreciation expense.

Financing Arrangements

Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Third Amended and Restated Credit Agreement (the “Credit Agreement”) with an initial maximum credit amount of $250.0 million, including a swing line facility in an aggregate amount of up to $25.0 million and a letter of credit sub-facility providing for the issuance of letters of credit up to an aggregate amount of $20.0 million. The Company may request additional revolving commitments or incremental term loans thereunder up to an aggregate amount of $125.0 million, subject to certain additional conditions as provided in the Credit Agreement. In June 2021, the Company repaid $20.0 million of borrowings under the Credit Facility. As of June 30, 2021, standby letters of credit of $0.6 million have been issued under the Credit Facility, which reduced the available borrowing capacity to $199.4 million under the initial maximum credit amount of the Credit Facility, as of June 30, 2021.

Principal payments under the Credit Facility are due upon maturity of the facility on October 1, 2024; however, borrowings may be repaid, at the Company’s discretion, in whole or in part at any time, without penalty, subject to required notice periods and compliance with minimum prepayment amounts. The Credit Agreement contains conditions, representations and warranties, events of default, and indemnification provisions that are customary for financings of this type, including, but not limited to, a minimum interest coverage ratio, a maximum adjusted leverage ratio, and limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations, purchases and sales of assets, and certain restricted payments. The Company was in compliance with the covenants under the Credit Agreement at June 30, 2021.

Interest Rate Swaps

The Company has an interest rate swap agreement with a $50.0 million notional amount which started on January 2, 2020 and will mature on June 30, 2022. The Company receives floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 1.99% over the life of the agreement. The interest rate swap mitigates interest rate risk by effectively converting $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 3.12% based on the margin of the Credit Facility as of June 30, 2021. The fair value of the interest rate swap of $1.0 million and $1.4 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2021 and December 31, 2020, respectively.

The Company also has an interest rate swap agreement with a $50.0 million notional amount which will start on June 30, 2022 and mature on October 1, 2024. The Company will receive floating-rate interest amounts based on one-month LIBOR in exchange for fixed-rate interest payments of 0.43% beginning on June 30, 2022 throughout the remaining term of the agreement. From June 30, 2022 to October 1, 2024, the extended interest rate swap agreement will effectively convert the $50.0 million of borrowings under the Credit Facility from variable-rate interest to fixed-rate interest with a per annum rate of 1.56% based on the margin of the Credit Facility as of June 30, 2021. The fair value of the interest rate swap of $0.4 million was recorded in other long-term assets and $0.2 million was recorded in other long-term liabilities in the consolidated balance sheet at June 30, 2021 and December 31, 2020, respectively.

The unrealized gain or loss on the interest rate swap instruments was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at June 30, 2021 and December 31, 2020, and the change in the unrealized loss on the interest rate swaps for the three and six months ended June 30, 2021 and 2020 was reported in other comprehensive income (loss), net of tax, in the consolidated statements of comprehensive income. The interest rate swaps are subject to certain customary provisions that could allow the counterparty to request immediate settlement of the fair value liability or asset upon violation of any or all of the provisions. The Company was in compliance with all provisions of the interest rate swap agreements at June 30, 2021.

Accounts Receivable Securitization Program

In June 2021, the Company amended and restated its accounts receivable securitization program. The amendment extended the maturity date of this program from October 1, 2021 to July 1, 2024, decreased the amount of available cash proceeds under the facility from $125.0 million to $50.0 million and increased the amount of additional borrowings the Company may request under the accordion feature from $25.0 million to $100.0 million, subject to certain conditions.

Under this program, certain subsidiaries of the Company continuously sell a designated pool of trade accounts receivables to a wholly owned subsidiary which, in turn, may borrow funds on a revolving basis. This wholly owned consolidated subsidiary is a separate bankruptcy-remote entity, and its assets would be available only to satisfy the claims related to the lender’s interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon LIBOR, plus a margin, and an annual facility fee. The securitization agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type, including a maximum adjusted leverage ratio covenant. The Company was in compliance with the covenants under the accounts receivable securitization program at June 30, 2021.

The accounts receivable securitization program includes a provision under which the Company may request and the letter of credit issuer may issue standby letters of credit, primarily in support of workers’ compensation and third-party casualty claims liabilities in various states in which the Company is self-insured. The outstanding standby letters of credit reduce the availability of borrowings under the program. As of June 30, 2021, standby letters of credit of $10.1 million have been issued under the program, which reduced the available borrowing capacity to $39.9 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2021, the Company had letters of credit outstanding of $11.2 million (including $10.1 million issued under the accounts receivable securitization program and $0.6 million issued under the Credit Facility). The Company has programs in place with multiple surety companies for the issuance of surety bonds in support of its self-insurance program. As of June 30, 2021, surety bonds outstanding related to the self-insurance program totaled $61.6 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements, including $8.1 million for revenue equipment during the three months ended June 30, 2021.

Subsequent to June 30, 2021, the Company financed the purchase of an additional $12.9 million of revenue equipment through promissory note arrangements as of August 2, 2021.