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Note 7 - Debt
9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
7.
Debt
 
Current and long-term debt consisted of the following at
September 30, 2018
and
December 31, 2017:
 
(in thousands)
 
September 30, 2018
   
December 31, 2017
 
   
Current
   
Long-Term
   
Current
   
Long-Term
 
Borrowings under Credit Facility; interest rate of 5.8% at September 30, 2018
  $
-
    $
6,155
    $
-
    $
-
 
Revenue equipment installment notes with finance companies; weighted average interest rate of 3.6% and 3.3% at September 30, 2018 and December 31, 2017, respectively, due in monthly installments with final maturities at various dates ranging from October 2018 to July 2023, secured by related revenue equipment
   
26,752
     
139,044
     
23,732
     
130,946
 
Real estate note; interest rate of 3.8% and 3.1% at September 30, 2018 and December 31, 2017, respectively, due in monthly installments with a fixed maturity at August 2035, secured by related real estate
   
1,037
     
24,029
     
1,004
     
24,810
 
Deferred loan costs
   
(146
)    
(191
)    
(140
)    
(298
)
Total debt
   
27,643
     
169,037
     
24,596
     
164,465
 
Principal portion of capital lease obligations, secured by related revenue equipment
   
5,074
     
33,877
     
2,962
     
21,777
 
Total debt and capital lease obligations
  $
32,717
    $
202,914
    $
27,558
    $
186,242
 
 
We and substantially all of our subsidiaries are parties to a Third Amended and Restated Credit Facility (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. (together with the Agent, the "Lenders").
 
The Credit Facility is a
$95.0
million revolving credit facility, with an uncommitted accordion feature that, so long as
no
event of default exists, allows us to request an increase in the revolving credit facility of up to
$50.0
million subject to Lender acceptance of the additional funding commitment. The Credit Facility includes, within our
$95.0
million revolving credit facility, a letter of credit sub facility in an aggregate amount of
$95.0
million and a swing line sub facility in an aggregate amount equal to the greater of
$10.0
million or
10%
of the Lenders' aggregate commitments under the Credit Facility from time-to-time. The Credit Facility matures in
September 2021.
 
Borrowings under the Credit Facility are classified as either "base rate loans" or "LIBOR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent's prime rate, the federal funds rate plus
0.5%,
or LIBOR plus
1.0%,
plus an applicable margin ranging from
0.5%
to
1.0%;
while LIBOR loans accrue interest at LIBOR, plus an applicable margin ranging from
1.5%
to
2.0%.
The applicable rates are adjusted quarterly based on average pricing availability. The unused line fee is the product of
0.25%
times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate or revenue equipment pledged under other financing agreements, including revenue equipment installment notes and capital leases.
 
Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A)
$95.0
million, minus the sum of the stated amount of all outstanding letters of credit; or (B) the sum of (i)
85%
of eligible accounts receivable, plus (ii) the lesser of (a)
85%
of the appraised net orderly liquidation value of eligible revenue equipment, (b)
95%
of the net book value of eligible revenue equipment, or (c)
35%
of the Lenders' aggregate revolving commitments under the Credit Facility, plus (iii) the lesser of (a)
$25.0
million or (b)
75%
of the appraised fair market value of eligible real estate, as reduced by a periodic amortization amount. As of
September 30, 2018,
there were undrawn letters of credit outstanding of approximately
$35.1
million, available borrowing capacity was
$59.9
million, and
$6.2
million in outstanding borrowings under the Credit Facility. The interest rate on outstanding borrowings under the Credit Facility as of
September 30, 2018,
was
5.8%
on
$6.2
million of base rate loans, and there were
no
outstanding LIBOR loans. Based on availability as of
September 30, 2018
and
December 31, 2017,
there was
no
fixed charge coverage requirement.
 
The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility
may
be accelerated, and the Lenders' commitments
may
be terminated. If an event of default occurs under the Credit Facility and the Lenders cause or have the ability to cause all of the outstanding debt obligations under the Credit Facility to become due and payable, this could result in a default under other debt instruments that contain acceleration or cross-default provisions. The Credit Facility contains certain restrictions and covenants relating to, among other things, debt, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions. Failure to comply with the covenants and restrictions set forth in the Credit Facility could result in an event of default.
 
Capital lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are
not
parties to our Credit Facility. The leases in effect at
September 30, 2018
terminate in
October 2018
through
September 2023
and contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum capital lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses.
 
Pricing for the revenue equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts. The notes included in the funding are due in monthly installments with final maturities at various dates ranging from
October 2018
to
July 2023.
The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but do
not
have any financial or other material covenants or events of default except certain notes totaling
$133.0
 million are cross-defaulted with the Credit Facility. Additionally, the abovementioned fuel hedge contracts totaling
$0.9
million at
September 30, 2018,
are cross-defaulted with the Credit Facility. Additional borrowings from the financial affiliates of our primary revenue equipment suppliers and other lenders are expected to be available to fund new tractors expected to be delivered for the remainder of
2018,
while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, capital leases, and/or from the Credit Facility.