Debt and Financing | 3. Debt and Financing Our outstanding debt as of March 31, 2020 consisted of the following: As of March 31, 2020 (in millions) Par Value Discount Debt Issuance Costs Book Value Effective Interest Rate New Term Loan $ 580.6 $ (25.7 ) $ (11.3 ) $ 543.6 (a) 10.0 % ABL Facility — — — — Secured Second A&R CDA 26.0 — (0.1 ) 25.9 7.8 % Unsecured Second A&R CDA 45.2 — (0.1 ) 45.1 7.8 % Lease financing obligations 228.1 — (0.3 ) 227.8 16.2 % Total debt $ 879.9 $ (25.7 ) $ (11.8 ) $ 842.4 Current maturities of Unsecured Second A&R CDA (1.4 ) — — (1.4 ) Current maturities of lease financing obligations (2.7 ) — — (2.7 ) Long-term debt $ 875.8 $ (25.7 ) $ (11.8 ) $ 838.3 (a) Variable interest rate of 1, 3 or 6-month LIBOR, with a floor of 1.0%, plus a fixed margin of 7.5%. After entering into Amendment No. 1 of the New Term Loan on April 7, 2020, the interest rate was adjusted as described below. New Term Loan On September 11, 2019, the Company and certain of its subsidiaries, as guarantors (the “Term Guarantors”), amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 (the “Prior Term Loan Agreement”) and entered into a $600.0 million term loan agreement (“New Term Loan”) with funds managed by Apollo Global Management, LLC acting collectively as lead lender, and Cortland Products Corp, as administrative agent and collateral agent. The obligations of the Company under the agreement governing (the “New Term Loan Agreement”) are unconditionally guaranteed by the Term Guarantors. The New Term Loan has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The New Term Loan bears interest at LIBOR (subject to a floor of 1.0%) plus a margin of 7.5% per annum, payable at least quarterly in cash, subject to a 1.0% margin step down in the event the Company achieves greater than $400.0 million in trailing-twelve-month Adjusted EBITDA (defined in the New Term Loan Agreement as “Consolidated EBITDA”). Obligations under the New Term Loan are secured by a perfected first priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company’s wholly owned terminals, tractors and trailers, subject to certain limited exceptions. On April 7, 2020, the Company and certain of its subsidiaries entered into Amendment No. 1 (the “Amendment”) to the New Term Loan Agreement as a result of expected future covenant and liquidity tightening due to unprecedented economic deterioration resulting from COVID-19 pandemic and shelter-in-place orders made across North America by various governmental entities and private enterprises. The Amendment principally provides additional liquidity allowing the Company to defer quarterly interest payments for the quarter ended March 31, 2020 and the quarter ending June 30, 2020 with almost all of such interest to be paid-in-kind. The Amendment also provides for a waiver with respect to the Consolidated EBITDA financial covenant during each fiscal quarter during the fiscal year ending December 31, 2020. The interest rate was reset to a fixed 14% during the first six months of 2020. Liquidity Our principal sources of liquidity are cash and cash equivalents, available borrowings under our asset-based loan facility (the “ABL Facility”) and any prospective net cash flow from operations. As of March 31, 2020, our maximum availability under our ABL Facility was $59.2 million, and our managed accessibility was $19.1 million. Maximum availability is derived by reducing the amount that may be advanced against eligible receivables plus eligible borrowing base cash by certain reserves imposed by the ABL Agent and our $341.3 million of outstanding letters of credit. Our Managed Accessibility of $19.1 million represents the maximum amount we would access on the ABL Facility and is adjusted for eligible receivables plus eligible borrowing base cash measured at March 31, 2020. The credit agreement governing the ABL Facility permits adjustments from eligible borrowing base cash to restricted cash prior to the compliance measurement date of April 15, 2020. As of April 15, 2020, we moved $5.0 million of cash into restricted cash, as permitted under the ABL Facility, which effectively put our cash and cash equivalents and Managed Accessibility to $118.0 million as of March 31, 2020. For the December 31, 2019 borrowing base certificate, which was filed in January of 2020, we transferred $29.0 million of cash into restricted cash to maintain the 10% threshold, as permitted under the ABL Facility, which transfer effectively put our cash and cash equivalents and Managed Accessibility to $80.4 million. The table below summarizes cash and cash equivalents and Managed Accessibility as of March 31, 2020 and December 31, 2019: (in millions) March 31, 2020 December 31, 2019 Cash and cash equivalents 103.9 109.2 Less: amounts placed into restricted cash subsequent to period end (5.0 ) (29.0 ) Managed Accessibility 19.1 0.2 Total cash and cash equivalents and Managed Accessibility $ 118.0 $ 80.4 Covenants The New Term Loan Agreement includes a financial covenant requirement for the Company to maintain a minimum of $200.0 million trailing-twelve-month (“TTM”) Adjusted EBITDA, measured quarterly. Consolidated Adjusted EBITDA, defined in our New Term Loan Agreement as “Consolidated EBITDA,” is a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on property disposals, restructuring charges, transaction costs related to issuances of debt, non-recurring consulting fees, non-cash impairment charges, integration costs, severance, non-recurring charges and the gains or losses from permitted dispositions, discontinued operations, and certain non-cash expenses, charges and losses (provided that if any of such non-cash expenses, charges or losses represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period will be subtracted from Consolidated EBITDA in such future period to the extent paid). The definition was further modified under the New Term Loan Agreement such that certain expenses that qualify as adjustments are capped at 10.0% of the trailing-twelve-month Adjusted EBITDA, in aggregate. Adjustments subject to the 10.0% cap include, but are not limited to, restructuring charges, integration costs, severance, and non-recurring charges. Additionally, all net gains from the disposition of properties are excluded from the definition of Adjusted EBITDA, therefore any gains previously recognized in Adjusted EBITDA, as that term was previously defined in our SEC filings, in accordance with its definition in the Prior Term Loan Agreement, will not be included in the calculation of Adjusted EBITDA under the New Term Loan Agreement. The Amendment provides for a waiver of the minimum Consolidated EBITDA financial covenant for the testing periods ending on each fiscal quarter in the fiscal year ending December 31, 2020. The Amendment, however, requires that for the period commencing on the effective date of the Amendment and through the first fiscal quarter reporting period after January 1, 2021 in which Consolidated EBITDA for the TTM period ending as of the last day of such fiscal quarter is greater than $200.0 million (the “Specified Period”), the Company maintain $55.0 million of “Liquidity” (such amount being calculated as the Company’s and New Term Loan’s guarantors’ unrestricted cash on hand plus the amount of “Availability” (as defined in the loan agreement for the ABL Facility) to the extent such Availability could be borrowed under the ABL Facility) measured twice each week, also referred to herein as the “Liquidity covenant.” The Amendment also provides for certain anti-cash hoarding covenants, which require mandatory prepayments of the term loans with the amount of any cash on the Company’s balance sheet in excess of $200.0 million to the extent the condition to make voluntary prepayments of term loans under the ABL Facility is satisfied, which prepayments could adversely affect our cash balances. Risks and Uncertainties Regarding Compliance with Credit Facility Financial Covenants Under the New Term Loan, we are required to maintain at least $200.0 million in Adjusted EBITDA on a TTM basis measured each quarter until maturity in June 2024. For the TTM period ended March 31, 2020, we achieved Adjusted EBITDA of $214.6 million. While we obtained relief from the minimum Adjusted EBITDA covenant for the duration of 2020 as a result of the Amendment, we do not believe that our results of operations will allow us to comply with this covenant at March 31, 2021, which is inside the next twelve months beyond the issuance date of these financial statements. We also cannot provide assurances that we will be able to comply with the Liquidity financial covenant during the Specified Period provided for in the Amendment. While a number of actions are being taken to manage liquidity, the duration of the current economic slowdown is uncertain, and these actions may not be sufficient if the economic environment is impacted for a sustained period of time. Fair Value Measurement The book value and estimated fair values of our long-term debt, including current maturities and other financial instruments, are summarized as follows: March 31, 2020 December 31, 2019 (in millions) Book Value Fair Value Book Value Fair Value New Term Loan $ 543.6 $ 566.1 $ 559.9 $ 559.3 ABL Facility — — — — Lease financing obligations 227.8 221.3 231.3 233.7 Second A&R CDA 71.0 69.5 71.0 71.7 Total debt $ 842.4 $ 856.9 $ 862.2 $ 864.7 The fair values of the New Term Loan and Second Amended and Restated Contribution Deferral Agreement (the “Second A&R CDA”) were estimated based on observable prices (level two inputs for fair value measurements). The fair value of the lease financing obligations are estimated using a publicly traded secured loan with similar characteristics (level three input for fair value measurement). |