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Debt and Financing Arrangements
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt and Financing Arrangements

2.    Debt and Financing Arrangements

At December 31, debt consisted of the following (in thousands):

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

Credit Agreement with Banks, described below

 

$

14,534

 

 

$

45,000

 

 

Senior Notes under a Master Shelf Agreement, described below

 

 

14,286

 

 

 

21,429

 

 

Capital Leases, described below

 

 

40,152

 

 

 

16,606

 

 

Total debt

 

 

68,972

 

 

 

83,035

 

 

Less: current portion of long-term debt

 

 

12,432

 

 

 

9,138

 

 

Long-term debt, less current portion

 

$

56,540

 

 

$

73,897

 

 

 

The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit required under insurance programs, as well as funding working capital requirements.

The Company is party to a revolving credit agreement with a group of banks to fund capital investments, letters of credit and working capital needs. On March 6, 2015, the Company entered into the Fifth Amended and Restated Credit Agreement with its banking group (as amended, the Restated Credit Agreement).  The Restated Credit Agreement increased the revolving credit facility availability from $200 million to $250 million and extended the term until March 2020.  The Restated Credit Agreement also reduced the interest rate pricing grid and eliminated both the borrowing base and the minimum tangible net worth covenant.  On the same date, the Company also entered into the Second Amended and Restated Master Shelf Agreement with its long term note holders (as amended, the Restated Master Shelf Agreement) that made changes to this agreement to conform to certain changes in the Restated Credit Agreement. The Company has pledged certain real estate and facilities, tractors and trailers, accounts receivable and other assets to secure indebtedness under both agreements.

Restated Credit Agreement

The Restated Credit Agreement is a revolving credit facility for up to $250 million expiring in March 2020. The Restated Credit Agreement also has an accordion feature that allows for an additional $75 million of availability, subject to lender approval. The Restated Credit Agreement provides for a LIBOR rate margin range from 112.5 basis points to 225 basis points, base rate margins from minus 12.5 to plus 50 basis points, an unused portion fee from 20 basis points to 30 basis points and a letter of credit fee range from 112.5 basis points to 225 basis points in each case based on the Company’s leverage ratio.

Under the Restated Credit Agreement, the Company must maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Restated Credit Agreement also provides for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, as defined in the Restated Credit Agreement.

At December 31, 2015, the Company had borrowings of $14.5 million and outstanding letters of credit of $44.8 million under the Restated Credit Agreement. At December 31, 2014, the Company had borrowings of $45.0 million and outstanding letters of credit of $47.3 million under the Restated Credit Agreement. The available portion of the Restated Credit Agreement may be used for general corporate purposes, including future capital expenditures, working capital and letter of credit requirements as needed.

Restated Master Shelf Agreement

On September 20, 2002, the Company issued $100 million in Senior Notes under a $125 million (amended to $150 million in April 2005) Master Shelf Agreement with Prudential Investment Management, Inc. and certain of its affiliates. The Company issued another $25 million in Senior Notes on November 30, 2007 and $25 million in Senior Notes on January 31, 2008 under the same Master Shelf Agreement.

The initial $100 million Senior Notes had a fixed interest rate of 7.38 percent. Payments due under the $100 million Senior Notes were interest only until June 30, 2006 and at that time semi-annual principal payments began with the final payment made in December 2013. The November 2007 issuance of $25 million Senior Notes has a fixed interest rate of 6.14 percent. The January 2008 issuance of $25 million Senior Notes has a fixed interest rate of 6.17 percent. Payments due for both $25 million issuances were interest only until June 30, 2011 and at that time semi-annual principal payments began with the final payments due December 31, 2017. Under the terms of the Senior Notes, the Company must maintain certain financial covenants including a minimum fixed charge coverage ratio and a maximum leverage ratio, among others. The Senior Notes also provide for a pledge by the Company of certain land and structures, certain tractors, trailers and other personal property and accounts receivable, as defined in the Senior Notes.

Capital Leases

The Company is obligated under capital leases which include obligations covering revenue equipment with seven year terms totaling $40.2 million and $16.6 million as of December 31, 2015 and 2014, respectively. Amortization of assets held under the capital leases is included in depreciation and amortization expense. The weighted average interest rate for the capital leases at December 31, 2015 and 2014 is 2.85% and 2.92%, respectively.

Other

The Company paid cash for interest of $3.0 million, $4.5 million, and $6.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The estimated fair value of total debt at December 31, 2015 and 2014 is $73.1 million and $83.7 million, respectively. The carrying amount of debt related to the revolving credit facility approximated fair value as of December 31, 2015 and 2014 due to the existence of variable interest rates, which approximate market rates. The fair value of the senior notes is based on undiscounted cash flows at market interest rates for similar issuances of private debt which reflect Level 2 inputs in the fair value hierarchy. The fair value of the capital leases is based on current market interest rates for similar types of financial instruments which reflect Level 2 inputs.

The principal maturities of long-term debt for the next five years (in thousands) are as follows:

 

 

 

Amount

 

 

2016

 

$

13,508

 

 

2017

 

 

13,508

 

 

2018

 

 

6,365

 

 

2019

 

 

6,365

 

 

2020

 

 

20,899

 

 

Thereafter

 

 

12,449

 

 

Total

 

 

73,094

 

 

Less: Amounts Representing Interest on Capital Leases

 

 

4,122

 

 

Total

 

$

68,972