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Note 11 - Long-term Debt (Detail) - Long-term Debt (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Revolving credit agreement (1) $ 80,900 [1] $ 68,800 [1]
Capitalized lease obligations and other long-term debt (2) 55,850 [2] 49,273 [2]
136,750 118,073
Less current maturities 17,066 19,146
Long-term debt and capital leases, less current maturities $ 119,684 $ 98,927
[1] (1)On April 19, 2010, we entered into a Credit Agreement with Branch Banking and Trust Company as Administrative Agent, which replaced our Amended and Restated Senior Credit Facility scheduled to mature on September 1, 2010. The Credit Agreement provided for available borrowings of up to $100.0 million, including letters of credit not to exceed $25.0 million. Availability could be reduced by a borrowing base limit as defined in the Credit Agreement. The Credit Agreement provided an accordion feature allowing us to increase the maximum borrowing amount by up to an additional $75.0 million in the aggregate in one or more increases, subject to certain conditions. The Credit Agreement bore variable interest based on the type of borrowing and on the Administrative Agent's prime rate or the London Interbank Offered Rate ("LIBOR") plus a certain percentage, which was determined based on our attainment of certain financial ratios. A quarterly commitment fee was payable on the unused portion of the credit line and bore a rate which was determined based on our attainment of certain financial ratios. Our obligations under the Credit Agreement were guaranteed by the Company and secured by a pledge of substantially all of our assets with the exception of real estate. The Credit Agreement included usual and customary events of default for a facility of that nature and provided that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Agreement could be accelerated, and the lenders' commitments could be terminated. The Credit Agreement contained certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions. The Credit Agreement was set to expire on April 19, 2014. Borrowings under the Credit Agreement were classified as "base rate loans," "LIBOR loans" or "Euro dollar loans." Base rate loans accrued interest at a base rate equal to the Administrative Agent's prime rate plus an applicable margin that was adjusted quarterly between 0.0% and 1.5%, based on the Company's leverage ratio. LIBOR loans accrued interest at LIBOR plus an applicable margin that was adjusted quarterly between 2.00% and 3.75% based on the Company's leverage ratio. Euro dollar loans accrued interest at the LIBOR rate in effect at the beginning of the month in which the borrowing occurred plus an applicable margin that was adjusted quarterly between 2.00% and 3.75% based on the Company's leverage ratio. On a quarterly basis, the Company was required to pay a fee on the unused amount of the revolving credit facility of between 0.25% and 0.375% based on the Company's leverage ratio, and it was required to pay an annual administrative fee to the Administrative Agent of 0.03% of the total commitments.On March 8, 2012, we entered into a Second Amendment to Credit Agreement (the "Second Amendment") with Branch Banking and Trust Company, as Administrative Agent (the "Agent"), Regions Bank, as Syndications Agent, U.S. Bank National Association, Bank of America, N.A., and BancorpSouth (collectively, the "Lenders"), which amended the Credit Agreement, dated April 19, 2010, by and among the Company, the Agent, and the Lenders. We amended the Credit Agreement to prevent a default and ease two of the financial covenants.The Second Amendment, among other things, (i) amended the "Applicable Margin" and "Applicable Unused Fee Rate" as set forth in the tables below, (ii) eased the consolidated leverage ratio through the 2012 calendar year such that, where previously the ratio of consolidated debt to consolidated EBITDAR was not to exceed 3.00 to 1.00, the amended consolidated leverage ratio was not to exceed 3.60 to 1.00 for the period January 1, 2012 through June 30, 2012; 3.40 to 1.00 for the period July 1, 2012 through September 30, 2012; 3.25 to 1.00 for the period October 1, 2012 through December 31, 2012; and 3.00 to 1.00 for the period commencing January 1, 2013 and at all times thereafter, and (iii) eased the consolidated fixed charge coverage ratio through the 2012 calendar year such that, where previously the consolidated fixed charge coverage ratio was not to be less than 1.40 to 1.00, the amended consolidated fixed charge coverage ratio was not to fall below 1.00 to 1.00 for the period January 1, 2012 through June 30, 2012; 1.10 to 1.00 for the period July 1, 2012 through September 30, 2012; 1.20 to 1.00 for the period October 1, 2012 through December 31, 2012; and 1.40 to 1.00 for the period commencing January 1, 2013 and at all times thereafter.New PricingRatio of Consolidated Debtto Consolidated EBITDAREuro-Dollar Loans and Letters of CreditBase Rate LoansApplicable Unused Fee RateGreater than 3.00 to 1.003.75%1.50%0.375%Greater than 2.75 to 1.00 but less than or equal to 3.00 to 1.003.25%1.00%0.375%Greater than 2.25 to 1.00but less than or equal to 2.75 to 1.002.75%0.5%0.30%Greater than 1.75 to 1.00 but less than or equal to 2.25 to 1.002.50%0.25%0.25%Less than or equal to 1.75 to 1.002.00%0%0.25%Prior PricingRatio of Consolidated Debtto Consolidated EBITDAREuro-Dollar Loans and Letters of CreditBase Rate LoansApplicable Unused Fee RateGreater than 2.75 to 1.003.25%1.0%0.375%Greater than 2.25 to 1.00 but less than or equal to 2.75 to 1.002.75%0.5%0.30%Greater than 1.75 to 1.00 but less than or equal to 2.25 to 1.002.50%0.25%0.25%Less than or equal to 1.75 to 1.002.00%0%0.25%In exchange for these amendments, the Company agreed to pay fees of $250,000. At June 30, 2012, we were not in compliance with all of the financial covenants contained in our Credit Agreement. During the third quarter, we paid a ten (10) basis points fee ($100,000) to obtain a waiver from our bank group for such non-compliance.On August 24, 2012, we entered into a $125.0 million senior secured credit facility ("Revolver") with Wells Fargo Capital Finance, LLC, as Administrative Agent, and PNC Bank. The Revolver has a five year term, is secured by substantially all of our assets, and includes letters of credit not to exceed $15.0 million. In addition, the $125.0 million Revolver has an accordion feature whereby we may elect to increase the size of the Revolver by up to $50.0 million, subject to certain conditions. The Revolver is governed by a borrowing base with advances against eligible billed and unbilled accounts receivable and eligible revenue equipment, and has a first priority perfected security interest in all of the business assets (excluding tractors and trailers financed through capital leases and real estate) of the Company. Proceeds from the Revolver were used to pay off the outstanding balance of the Credit Agreement. Proceeds were also used to fund certain fees and expenses associated with the Revolver and will be used to finance working capital, capital expenditures and for general corporate purposes. The Revolver contains a minimum excess availability requirement equal to 15.0% of the maximum revolver amount (currently $18.75 million) and an annual capital expenditure limit ($53.8 million for calendar year 2012, increasing to $71.0 million in 2013 and with further increases thereafter). If a collateral cushion, referred to as suppressed availability, of at least $30.0 million in excess of the maximum facility size is not maintained, the advance rate on eligible revenue equipment is reduced by 5.0% and the value attributable to eligible revenue equipment starts to decline in monthly increments. The Revolver contains a total capital expenditure limitation. The Revolver does not contain any financial maintenance covenants. The Revolver bears interest at rates typically based on the Wells Fargo prime rate or LIBOR, in each case plus an applicable margin. The Base Rate is equal to the greatest of (a) the prime lending rate as publicly announced from time to time by Wells Fargo Bank N.A., (b) the Federal Funds Rate plus 1.0%, and (c) the three month LIBOR Rate plus 1.0%. The Base Rate at September 30, 2012 was 1.5%. The LIBOR Rate is the rate at which dollar deposits are offered to major banks in the London interbank market two business days prior to the commencement of the requested interest period. Most borrowings are expected to be based on the LIBOR rate option. The applicable margin ranges from 2.25% to 2.75% based on average excess availability and at September 30, 2012 it was 2.50%. The Revolver 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 Revolver may be accelerated, and the lenders' commitments may be terminated. The Revolver contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions and affiliate transactions.Applicable Margin means, as of any date of determination, the following margin based upon the most recent average excess availability calculation; provided, however, that for the period from the closing date through the testing period ended September 30, 2012, the Applicable Margin was at Level II and at any time that an Event of Default exists hereunder, the Applicable Margin shall be at Level III. LevelAverage Excess AvailabilityApplicable Margin in respect of Base Rate Loans under the RevolverApplicable Margin in respect of LIBOR Rate Loans under the RevolverI $50,000,0001.25%2.25%II< $50,000,000 but $30,000,0001.50%2.50%III< $30,000,0001.75%2.75%In connection with the syndication of the Revolver, we paid to the lenders approximately $1.5 million as a closing fee. In addition, the Company is required to pay a fee on the unused amount of the Revolver as set forth in the table below, which is due and payable monthly in arrears. For the period from the closing date through September 30, 2012, the unused fee was at Level II.LevelAverage Used Portion of the Revolver plus Outstanding Letters of CreditApplicable Unused Revolver Fee MarginI> $60,000,0000.375%II< 60,000,0000.500%The interest rate on our overnight borrowings under the Revolver at September 30, 2012 was 4.75%. The interest rate including all borrowings made under the Revolver at September 30, 2012 was 3.2%. The interest rate on the Company's borrowings under the agreements for the nine months ended September 30, 2012 was 3.2%. A quarterly commitment fee is payable on the unused portion of the credit line and at September 30, 2012, the rate was 0.5% per annum. The Revolver is collateralized by all non-leased revenue equipment having a net book value of approximately $171.0 million at September 30, 2012, and all billed and unbilled accounts receivable. As the Company reprices its debt on a monthly basis, the borrowings under the Revolver approximate its fair value. At September 30, 2012, the Company had outstanding $2.3 million in letters of credit and had approximately $23.0 million available under the Revolver (net of the minimum availability we are required to maintain of approximately $18.75 million).In connection with the payoff of the outstanding balance of the Credit Agreement, the Company wrote off the remaining unamortized debt issuance costs incurred at the inception of the debt. The write off amounted to approximately $0.5 million and is included in Other Operating Expenses and Costs in the accompanying Consolidated Statements of Operations.
[2] Capitalized lease obligations in the amount of $55.6 million have various termination dates extending through May 2016 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.6% to 4.0% at September 30, 2012. The lease agreements require us to pay property taxes, maintenance and operating expenses.