Long-Term Debt

3 Months Ended

Mar. 31, 2023

Long-Term Debt

Long-Term Debt

5.        Long-Term Debt

Long-term debt at March 31, 2023 and December 31, 2022 consists of the following (in thousands):

	March 31, 2023		December 31, 2022
Line of credit, maturing January 2025	$	132,104	$	96,200
Revenue equipment installment notes with finance companies, weighted average interest rate of 4.5% and 4.2% at March 31, 2023 and December 31, 2022, due in monthly installments with final maturities at various dates through December 2027, secured by related revenue equipment with a net book value of $362.4 million and $363.9 million at March 31, 2023 and December 31, 2022		344,899		346,662
Mortgage note payables, interest rates ranging from 4.17% to 6.99% at March 31, 2023 and December 31, 2022 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $28.6 million and $32.1 million at March 31, 2023 and December 31, 2022		13,920		23,108
Other		6,390		10,657
		497,313		476,627
Less: Debt issuance costs		(50)		(310)
Less: Current maturities of long-term debt		(120,398)		(122,009)
	$	376,865	$	354,308

Credit Facility

On January 28, 2020, we entered into a new credit facility (the “Credit Facility”) and contemporaneously with the funding of the Credit Facility paid off obligations under our then existing credit facility and terminated such facility. The Credit Facility is a $250.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $75.0 million.

The Credit Facility is a five-year facility scheduled to terminate on January 28, 2025.  Borrowings under the Credit Facility are classified as either “base rate loans” or “term SOFR loans”.  Base rate loans accrue interest at a base rate equal to the highest of (A) the Federal Funds Rate plus 0.50%, (B) the Agent’s prime rate, and (C) SOFR for a one month interest period.  Term SOFR loans accrue interest at SOFR for a one, three, or six month period, at the Company’s election, plus an adjustment of 0.10% for one month SOFR period, 0.15% for a three month SOFR period, or 0.25% for a six month SOFR period, plus an applicable margin that adjusts quarterly between 1.25% and 1.75% based on the ratio of daily average availability under the Credit Facility to the daily average of the lesser of the borrowing base or the revolving credit facility.  The Credit Facility includes, within its $250.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $75.0 million and a swingline sub-facility in an aggregate amount of $25.0 million.  An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility.  The Credit Facility is secured by a pledge of substantially all of the Company’s assets, excluding, among other things, any real estate or revenue equipment financed outside the Credit Facility.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $250.0 million; or (B) the sum of (i) 87.5% of eligible billed accounts receivable, plus (ii) 85.0% of eligible unbilled accounts receivable (less than 30 days), plus (iii) 85.0% of the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (iv) the lesser of (a) 80.0% the fair market value of eligible real estate or (b) $25.0 million. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant is tested only in the event excess availability under the Credit Facility is less than the greater of (A) 10.0% of the lesser of the borrowing base

or revolving credit facility or (B) $20.0 million. Based on excess availability as of March 31, 2023, there was no fixed charge coverage ratio 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.  The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

At March 31, 2023, the Credit Facility had issued collateralized letters of credit in the face amount of $32.1 million, with $132.1 million in borrowings outstanding and $51.8 million available to borrow.