LONG-TERM DEBT | NOTE 6 – LONG-TERM DEBT Long-term debt consists of the following as of March 31, 2021 and December 31, 2020 (in millions): March 31, December 31, 2021 2020 Term loan facility $ 400.0 $ 483.5 Equipment term loans 163.8 164.9 Finance and capital leases 31.4 31.3 595.2 679.7 Less current portion (53.4) (54.0) Less unamortized debt issuance costs (8.1) (7.1) Total long-term debt $ 533.7 $ 618.6 Term Loan Facility On March 9, 2021, the Company and Daseke Companies, Inc., a wholly-owned subsidiary of the Company (the Term Loan Borrower) entered into a Refinancing Amendment (Amendment No. 3 to Term Loan Agreement) (the Term Loan Amendment) with JPMorgan Chase Bank, N.A., as successor administrative agent and collateral agent and a replacement lender, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent and collateral agent, the other loan parties party thereto and the other financial institutions party thereto. Pursuant to the Term Loan Amendment, the Company prepaid, refinanced and replaced all of its issued and outstanding terms loans under its Term Loan Facility (as defined below) in an aggregate principal amount of approximately $483.5 million utilizing proceeds from (i) replacement term loans in aggregate principal amount of $400.0 million (the Replacement Term Loans) and (ii) approximately $83.5 million from its cash balance. The terms of the Replacement Term Loans are governed by a $400.0 million term loan facility (the Term Loan Facility) evidenced by a Term Loan Agreement dated as of February 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among the Company, the Term Loan Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the Term Loan Agent), and the other lenders from time to time party thereto with a scheduled maturity date of March 9, 2028. The Replacement Term Loans are, at the Company’s election from time to time, comprised of alternate base rate loans (an ABR Borrowing) or adjusted LIBOR loans (a Eurodollar Rate Borrowing), with the applicable margins of interest being an alternate base rate (subject to a 1.75% floor) plus 3.00% per annum and LIBOR (subject to a 0.75% floor) plus 4.00% per annum. During the quarter ended March 31, 2021, the weighted average interest rate on the Term Loan Facility was 6.0%. The Term Loan Facility is secured by substantially all assets of the Company, excluding those assets collateralizing certain equipment and real estate debt and other customary exceptions. The Term Loan Facility permits voluntary prepayments of borrowings. In certain circumstances (subject to exceptions, exclusions and, in the case of excess cash flow, step-downs described below), the Company may also be required to make an offer to prepay the Replacement Term Loans if it receives proceeds as a result of certain asset sales, debt issuances, casualty or similar events of loss, or if it has excess cash flow (defined as an annual amount calculated using a customary formula based on consolidated Adjusted EBITDA, including, among other things, deductions for (i) the amount of certain voluntary prepayments of the Replacement Term Loans and (ii) the amount of certain capital expenditures, acquisitions, investments and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50%, 25% or 0% for excess cash flow periods for the year ending December 31, 2018 and beyond, depending upon the first lien leverage ratio. The Term Loan Facility contains (i) certain customary affirmative covenants that, among other things, require compliance with applicable laws, periodic financial reporting and notices of material events, payment of taxes and other obligations, maintenance of property and insurance, and provision of additional guarantees and collateral, and (ii) certain customary negative covenants that, among other things, restrict the incurrence of additional indebtedness, liens on property, sale and leaseback transactions, investments, mergers, consolidations, liquidations and dissolutions, asset sales, acquisitions, the payment of distributions, dividends, redemptions and repurchases of equity interests, transactions with affiliates, prepayments and redemptions of certain other indebtedness, burdensome agreements, holding company limitations, changes in fiscal year and modifications of organizational documents. ABL Facility The Company has a senior secured asset-based revolving line of credit (the ABL Facility) under a credit agreement (the “ABL Credit Agreement”) with PNC Bank, National Association, as administrative agent and the lenders party thereto (the ABL Agent). Prior to the ABL Amendment (as defined and described in Note 12) on April 29, 2021, the ABL Facility had an aggregate maximum credit amount equal to $100.0 million (which may be increased to $150.0 million, subject to availability under a borrowing base equal to 85% of the Company’s eligible accounts receivable, 80% of the Company’s eligible unbilled accounts receivable and 50% of parts supplies). The ABL Facility also provides for the issuance of letters of credit subject to certain restrictions and a sublimit of $40 million, as defined in the ABL Credit Agreement. Prior to the ABL Amendment, the scheduled maturity date of the ABL Facility was the earliest of (a) February 27, 2025 and (b) if the Term Loans have not been repaid, repurchased, redeemed, refinanced, exchanged or otherwise satisfied in full by January 2, 2024, the later of (i) January 2, 2024 and (ii) 60 days prior to the stated maturity date of the Term Loan Agreement in effect at such time. Pursuant to the ABL Amendment, the scheduled maturity date has been extended to April 29, 2026. During the quarter ended March 31, 2021, the weighted average interest rate on the ABL Facility was 3.75% . Margins on the ABL Facility are adjusted, if necessary, to the applicable rates set forth in the following table corresponding to the average RLOC Utilization for the trailing 12 month period on the last day of the most recently completed fiscal quarter. RLOC Utilization at a particular date shall mean an amount equal to (a)(i) outstanding amount of Revolving Advances plus (ii) the outstanding amount of the Swing Loans plus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, divided by (b) Maximum Revolving Advance Amount. RLOC Utilization Base Rate Margins LIBOR Rate Margins Less than 33.3% 0.50 % 1.50 % Greater than or equal to 33.3%, but less than 66.6% 0.75 % 1.75 % Greater than or equal to 66.6% 1.00 % 2.00 % The ABL Facility is secured by all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents excluding proceeds of Term Loan Facility, securities and deposit accounts and other general assets not included in the Term Loan Facility collateral. Prior to the ABL Amendment, the ABL Facility contained (i) a financial covenant similar to the consolidated total leverage ratio required under the Term Loan Facility requiring a leverage ratio of less than or equal to 4.00 to 1.00 for the fiscal quarter, stepping down to 3.75 to 1.00 on March 31, 2021 and (ii) during any period after a default or event of default or after excess availability falling below the greater of (x) $15.0 million and (y) 20% of the maximum credit amount, continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.00 x, tested on a quarterly basis. The Company’s fixed charge coverage ratio is defined as the ratio of (1) consolidated Adjusted EBITDA minus unfinanced capital expenditures, cash taxes and cash dividends or distributions, to (2) the sum of all funded debt payments for the four-quarter period then ending (with customary add-backs permitted to consolidated Adjusted EBITDA). The ABL Amendment, among other things, removed the total leverage ratio covenant. See Note 12 for more information on the ABL Amendment. The ABL Facility contains affirmative and negative covenants similar to those in the Term Loan Facility, together with such additional terms as are customary for a senior secured asset-based revolving credit facility. As of March 31, 2021, the Company was in compliance with all covenants contained in the Term Loan and ABL Facilities. Equipment Term Loans and Mortgages As of March 31, 2021, the Company had term loans collateralized by equipment in the aggregate amount of $161.4 million with 17 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6% to 5.9% , require monthly payments of principal and interest and mature at various dates through January 2028. The weighted average interest rate for the three months ended March 31, 2021 was 4.1% . Certain of the Equipment Term Loans contain conditions, covenants, representations and warranties, events of default, and indemnification provisions applicable to the Company and certain of its subsidiaries that are customary for equipment financings, including, but not limited to, limitations on the incurrence of additional debt and the prepayment of existing indebtedness, certain payments (including dividends and other distributions to persons not party to its credit facility) and transfers of assets. As of March 31, 2021, the Company has a bank mortgage loan with a balance of $2.4 million incurred to finance the construction of the headquarters and terminal in Redmond, Oregon. The mortgage loan is collateralized by such property and buildings. The mortgage is payable in monthly installments of approximately $15,000 , including interest at 3.7% , and a balloon payment of approximately $2.1 million at maturity date. The bank mortgage loan matures November 1, 2023. Deferred Financing Fees In conjunction with the Prior Term Loans, the Company previously incurred deferred financing costs which were being amortized over the terms of the prior Term Loans. Prior to the Refinancing Amendment, the unamortized balance of deferred financing fees was approximately $6.4 million. In addition, in conjunction with the Refinanced Term Loans, the Company incurred additional financing costs of approximately $5.5 million, of which $2.6 million was expensed as incurred and $2.9 million was recognized as deferred financing costs. In addition, approximately $1.1 million loss on extinguishment was recognized in interest expense during the three months ended March 31, 2021 relating to unamortized deferred financing costs from the Prior Term Loans that were considered extinguished. As of March 31, 2021 and December 31, 2020, the balance of deferred finance costs was $8.1 million and $7.1 million, respectively, which is included as a reduction of long-term debt, net of current portion in the consolidated balance sheets. These deferred financing costs are being amortized using the straight-line method, which approximates the effective interest rate method, over the terms of the Refinanced Term Loans. Amortization of deferred financing costs was $0.8 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively, which is included in interest expense in the consolidated statements of operations and comprehensive income (loss). |