XML 36 R15.htm IDEA: XBRL DOCUMENT v3.8.0.1
Note 7 - Debt
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Debt Disclosure [Text Block]
7.
 DEBT
 
Current and long-term debt consisted of th
e following at
December 31, 2017
and
2016:
 
(in thousands)
 
December
31, 2017
   
December
31, 2016
 
   
Current
   
Long-Term
   
Current
   
Long-Term
 
Borrowings under Credit Facility
  $
-
    $
9,007
    $
-
    $
12,185
 
Revenue equipment installment notes; weighted average interest rate of
3.3% at December 31, 2017, and 3.3% December 31, 2016, due in monthly installments with final maturities at various dates ranging from January 2018 to September 2023, secured by related revenue equipment
   
23,732
     
130,946
     
23,986
     
127,840
 
Real estate notes;
interest rate of 3.1% at December 31, 2017 due in monthly installments with a fixed maturity at August 2035 and weighted average interest rate of 2.4% at December 31, 2016 due in monthly installments with fixed maturities at December 2018 and August 2035, secured by related real estate
   
1,004
     
24,810
     
1,224
     
28,907
 
Deferred loan costs
   
(140
)    
(298
)    
(263
)    
(256
)
Total debt
   
24,596
     
164,465
     
24,947
     
168,676
 
Principal portion of capital lease obligations, secured by related revenue equipment
   
2,962
     
21,777
     
2,441
     
19,761
 
                                 
Total debt and capital lease obligations
  $
27,558
    $
186,242
    $
27,388
    $
188,437
 
 
We and substantially all of our subsidiaries (collectively,
the "Borrowers") 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. ("JPM," and 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.
 
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)
65%
of the appraised fair market value of eligible real estate, as reduced by a periodic amortization amount
.  We had
$9.0
million of borrowings outstanding under the Credit Facility as of
December 31, 2017,
undrawn letters of credit outstanding of approximately
$32.9
million, and available borrowing capacity of
$53.1
million. The interest rate on outstanding borrowings as of
December 31, 2017,
was
5.0%
on less than
$0.1
million of base rate loans and
3.1%
on
$9.0
million of LIBOR loans. Based on availability as of
December 31, 2017
and
2016,
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 continua
tion 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 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 lease
s in effect at
December 31, 2017
terminate in
January 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
January 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
$120.8
million are cross-defaulted with the Credit Facility. Additionally, a portion of our fuel hedge contracts totaling
$0.8
million at
December 31, 2017,
is 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 in
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.
 
In
August 2015,
we financed a portion of the purchase of our corporate headquarters, a maintenance facility, and cert
ain surrounding property in Chattanooga, Tennessee by entering into a
$28.0
million variable rate note with a
third
party lender. Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to
4.2%.
See Note
13
for further information about the interest rate swap.
 
As of
December 31, 2017
, the scheduled principal payments of debt, excluding capital leases for which future payments are discussed in Note
8
are as follows:
 
   
(in thousands)
 
2018
  $
24,736
 
2019
   
25,578
 
2020
   
47,957
 
2021
   
46,410
 
2022
   
22,018
 
Thereafter
  $
22,800