Form 8-K USA TRUCK INC For: Feb 05
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):��������February 5, 2015
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USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-19858
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71-0556971
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3200 Industrial Park Road
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Van Buren, Arkansas
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72956
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(Address of Principal Executive Offices)
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(Zip Code)
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(479) 471-2500
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(Registrants telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o��Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o��Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o��Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o��Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On February 5, 2015, USA Truck, Inc., a Delaware corporation (the "Company") entered into a new senior secured revolving credit facility (the Credit Facility ) with a group of lenders and Bank of America, N.A., as agent ( Agent ). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.
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The Credit Facility is structured as a $170.0 million revolving credit facility, with an 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 $80.0 million, exercisable in increments of $20.0 million.��The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either "base rate loans" or "LIBOR loans".��Base rate loans accrue interest at a base rate equal to the Agent's prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Companys consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Companys consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 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 the 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, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility.
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Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. 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 springs only in the event excess availability under the Credit Facility drops below 10% of the lenders total commitments under the Credit Facility.
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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.
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This description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, which will be filed with the Company's Form 10-Q for the quarter ending March 31, 2015.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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99.1
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USA Truck, Inc. press release announcing completion of $170 Million Senior Secured Revolving Credit Facility.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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USA Truck, Inc.
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(Registrant)
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Date:
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February 10, 2015
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� | � /s/ John M. Simone |
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John M. Simone
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President and Chief Executive Officer
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Date:
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February 10, 2015
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� | � /s/ Michael Borrows |
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Michael Borrows
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Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit
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99.1
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USA Truck, Inc. press release announcing completion of $170 Million Senior Secured Revolving Credit Facility.
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EXHIBIT 99.1��
USA Truck Completes $170 Million Senior Secured Revolving Credit Facility
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Expanded and Improved Facility Reflects USA Trucks Business Progress
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Van Buren, AR February 5, 2015 USA Truck, Inc. (NASDAQ: USAK), a leading North American transportation and logistics provider, has completed a $170 million senior secured revolving credit facility with a group of banks and Bank of America Merrill Lynch as agent. The facility also includes an uncommitted $80 million accordion feature. This new revolver will be used to refinance the companys existing debt, finance ongoing working capital needs, for capital expenditures, and for general corporate purposes.
The transaction provides USA Truck with almost $100 million of liquidity at closing, substantially increasing its access to capital. The new credit facility provides the company with an immediate interest rate reduction of 75 basis points compared to its prior credit facility.
John Simone, President and Chief Executive Officer, commented, The new credit facility is a direct reflection of the significant progress USA Truck has made in improving our business and operational effectiveness.
Executive Vice President and Chief Financial Officer Michael Borrows added, We value the collaborative relationship we have developed with Bank of America as agent on this transaction and look forward to continuing to grow together. In addition to lowering our cost of capital, the new facility provides significant liquidity and flexibility to facilitate our future capital allocation priorities.
The transaction will result in a one-time, non-cash write-off in the first quarter of 2015 related to unamortized debt issuance costs associated with the Companys previous credit facility.��The non-cash write-off is approximately $0.8 million.
Other participants in the financing included SunTrust Bank, PNC Bank and BMO Harris Bank.
About USA Truck
USA Truck is a transportation and logistics provider headquartered in Van Buren, Arkansas, with terminals, offices and staging facilities located throughout the United States.��We transport commodities throughout the continental U.S. and into and out of portions of Canada. We also transport general commodities into and out of Mexico by allowing through-trailer service from our terminal in Laredo, Texas.��Our Strategic Capacity Solutions and Intermodal service offerings provide customized transportation solutions using sophisticated technological tools and multiple modes of transportation.
Company Contact
Michael Borrows, EVP & CFO
USA Truck
(479) 471-2672
Investor Relations Contact
Harriet Fried / Jody Burfening
LHA
(212) 838-3777
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