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LONG-TERM DEBT AND FINANCING ARRANGEMENTS
 9 Months Ended
Sep. 30, 2024
LONG-TERM DEBT AND FINANCING ARRANGEMENTS  
LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

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Long-Term Debt Obligations

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Long-term debt consisted of notes payable related to the financing of revenue equipment (tractors and trailers used primarily in Asset-Based segment operations) and certain other equipment, and, at December 31, 2023, borrowings outstanding under the Company’s revolving credit facility, as follows:

​

​

​

​

​

​

​

​

​

​

​

September 30

​

December 31

​

​

    

2024

    

2023

 

​

​

(in thousands)

​

Credit Facility(1)

​

$

—

​

$

50,000

​

Notes payable (weighted-average interest rate of 4.4% at September 30, 2024)

​

 

180,511

​

 

178,938

​

​

​

 

180,511

​

 

228,938

​

Less current portion

​

 

62,199

​

 

66,948

​

Long-term debt, less current portion

​

$

118,312

​

$

161,990

​

​

(1)The interest rate swap mitigated 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 1.55% based on the margin of the Credit Facility at December 31, 2023 and through the paydown of the $50.0 million outstanding balance under the Credit Facility on September 30, 2024.

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Scheduled payments of long-term debt obligations as of September 30, 2024, were as follows:

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​

​

​

​

​

​

​

Notes

​

​

    

Payable

 

​

 

(in thousands)

​

Due in one year or less

 

$

69,006

​

Due after one year through two years

​

 

53,779

​

Due after two years through three years

​

 

40,283

​

Due after three years through four years

​

 

21,169

​

Due after four years through five years

​

 

11,799

​

Due after five years

​

​

27

​

Total payments

​

 

196,063

​

Less amounts representing interest

​

 

15,552

​

Long-term debt

 

$

180,511

​

​

Assets securing notes payable were included in property, plant and equipment as follows:

​

​

​

​

​

​

​

​

​

​

​

September 30

​

December 31

​

​

    

2024

    

2023

 

​

​

(in thousands)

 

Revenue equipment

 

$

288,172

 

$

300,922

​

Service, office and other equipment

​

​

28,587

​

​

38,138

​

Total assets securing notes payable

​

 

316,759

​

 

339,060

​

Less accumulated depreciation(1)

​

 

115,338

​

 

135,305

​

Net assets securing notes payable

​

$

201,421

​

$

203,755

​

​

​

(1)Depreciation of assets securing notes payable is included in depreciation expense.

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Financing Arrangements

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Credit Facility

The Company has a revolving credit facility (the “Credit Facility”) under its Fourth 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 $40.0 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 up to $125.0 million, subject to the satisfaction of certain additional conditions as provided in the Credit Agreement. On September 30, 2024, the Company voluntarily paid down the $50.0 million outstanding on the Credit Facility, increasing the borrowing availability to $250.0 million.

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Principal payments under the Credit Facility are due upon maturity of the facility on October 7, 2027; 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. In addition, the Credit Facility requires the Company to pay a fee on unused commitments. 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, and sales of assets. The Company was in compliance with the covenants under the Credit Agreement at September 30, 2024.

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Interest Rate Swap

As noted in the table above, the Company had an interest rate swap agreement with a $50.0 million notional amount, which terminated on October 1, 2024.

​

The unrealized gain or loss on the interest rate swap instrument in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at September 30, 2024 and December 31, 2023, and the change in the unrealized gain or loss on the interest rate swap for the three and nine months ended September 30, 2024 and 2023 was reported in other comprehensive loss, net of tax, in the consolidated statements

of comprehensive income. The interest rate swap was 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 agreement at September 30, 2024.

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Accounts Receivable Securitization Program

During June 2024, the Company amended and restated its accounts receivable securitization program, extending the maturity date to July 1, 2025. The amendment also, among other things, added a conduit lender party with language to address potential loans funded through the issuance of notes; added provisions relating to erroneous payments; modified the calculation of certain ratios, as defined in the agreement; and modified limitations regarding the concentration of certain obligors of receivables pledged under the program. The program provides available cash proceeds of $50.0 million under the program and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions.

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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 lenders’ interest in the trade accounts receivables. Borrowings under the accounts receivable securitization program bear interest based upon SOFR or, to the extent funded by the conduit lender through the issuance of notes, at the commercial paper rate as defined in the agreement, plus a margin in each case, 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 September 30, 2024.

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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 September 30, 2024, standby letters of credit of $16.9 million have been issued under the program, which reduced the available borrowing capacity to $33.1 million.

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Letter of Credit Agreements and Surety Bond Programs

As of September 30, 2024, the Company had letters of credit outstanding of $17.5 million (including $16.9 million issued under the accounts receivable securitization program). 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 September 30, 2024, surety bonds outstanding related to the self-insurance program totaled $63.2 million.

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Notes Payable

The Company has financed the purchase of certain revenue equipment through promissory note arrangements totaling $43.6 million and $53.9 million during the three and nine months ended September 30, 2024, respectively. Subsequent to September 30, 2024 and through November 1, 2024, the Company financed the purchase of an additional $10.0 million of revenue equipment through promissory note arrangements.