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LONG-TERM DEBT AND FINANCING ARRANGEMENTS
6 Months Ended
Jun. 30, 2022
LONG-TERM DEBT AND FINANCING ARRANGEMENTS  
LONG-TERM DEBT AND FINANCING ARRANGEMENTS

NOTE G – 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

    

2022

    

2021

 

(in thousands)

Credit Facility (interest rate of 2.8%(1) at June 30, 2022)

$

50,000

$

50,000

Notes payable (weighted-average interest rate of 2.5% at June 30, 2022)

 

175,405

 

175,530

Finance lease obligations

 

 

2

 

225,405

 

225,532

Less current portion

 

56,049

 

50,615

Long-term debt, less current portion

$

169,356

$

174,917

(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 1.56% and 3.12% based on the margin of the Credit Facility as of June 30, 2022 and December 31, 2021, respectively.

Scheduled maturities of long-term debt obligations as of June 30, 2022 were as follows:

Credit

Notes

    

Total

    

Facility(1)

    

Payable

 

 

(in thousands) 

Due in one year or less

 

$

61,959

 

$

2,152

 

$

59,807

Due after one year through two years

 

56,017

 

2,098

 

53,919

Due after two years through three years

 

89,397

 

50,489

 

38,908

Due after three years through four years

 

21,398

 

 

21,398

Due after four years through five years

 

9,251

 

 

9,251

Due after five years

118

118

Total payments

 

238,140

 

54,739

 

183,401

Less amounts representing interest

 

12,735

 

4,739

 

7,996

Long-term debt

 

$

225,405

 

$

50,000

 

$

175,405

(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

    

2022

    

2021

 

(in thousands)

 

Revenue equipment

 

$

255,050

 

$

241,892

Service, office, and other equipment

33,612

29,773

Total assets securing notes payable or held under finance leases

 

288,662

 

271,665

Less accumulated depreciation and amortization(1)

 

105,185

 

88,696

Net assets securing notes payable or held under finance leases 

$

183,477

$

182,969

(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. The Company borrowed $58.0 million under the Credit Facility in the first quarter of 2022, and repaid $20.0 million and $38.0 million of the borrowings during the three months ended March 31, 2022 and June 30, 2022, respectively. As of June 30, 2022, the Company had available borrowing capacity of $200.0 million under the initial maximum credit amount of the Credit Facility.

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, 2022.

Interest Rate Swaps

The Company has an interest rate swap agreement with a $50.0 million notional amount which started on June 30, 2022 and will end 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 interest rate swap agreement will effectively convert $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, 2022. The fair value of the interest rate swap of $2.9 million and $0.9 million was recorded in other long-term assets at June 30, 2022 and December 31, 2021, respectively.

The Company had an interest rate swap agreement with a $50.0 million notional amount which started on January 2, 2020 and matured on June 30, 2022. The fair value of the interest rate swap of $0.5 million was recorded in other long-term liabilities at December 31, 2021.

The unrealized gain on the interest rate swap instruments in effect at the balance sheet date was reported as a component of accumulated other comprehensive income, net of tax, in stockholders’ equity at June 30, 2022 and December 31, 2021, and the change in the unrealized gain on the interest rate swaps for the three and six months ended June 30, 2022 and 2021 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 agreement at June 30, 2022.

Accounts Receivable Securitization Program

The Company’s accounts receivable securitization program, which matures on July 1, 2024, provides available cash proceeds of $50.0 million to be provided under the program and has an accordion feature allowing the Company to request additional borrowings up to $100.0 million, subject to certain conditions. In May 2022, the Company amended its accounts receivable securitization program to, among other things, increase certain ratios, including the delinquency, default, and accounts receivable turnover ratios, as defined in the agreement; add language addressing the potential inclusion of receivables originated by MoLo; and replace LIBOR-based interest pricing conventions with interest pricing based on the Secured Overnight Financing Rate (“SOFR”). The program ratios were adjusted to accommodate revenue growth and customer demand for integrated logistics solutions, which has resulted in an increased proportion of total revenues generated by the Company’s Asset-Light operations and, as a result, longer collection periods on the Company’s accounts receivable, as are typical for Asset-Light businesses.

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 amended accounts receivable securitization program bear interest based upon SOFR, 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, 2022.

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, 2022, standby letters of credit of $10.0 million have been issued under the program, which reduced the available borrowing capacity to $40.0 million.

Letter of Credit Agreements and Surety Bond Programs

As of June 30, 2022, the Company had letters of credit outstanding of $10.6 million (including $10.0 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 June 30, 2022, surety bonds outstanding related to the self-insurance program totaled $62.0 million.

Notes Payable

The Company has financed the purchase of certain revenue equipment, other equipment, and software through promissory note arrangements. During the three and six months ended June 30, 2022, the Company entered into notes payable arrangements, primarily for revenue equipment, totaling $18.7 million and $26.8 million, respectively.