Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 24, 2018 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | ||
Entity Central Index Key | 1,440,024 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | true | ||
Amendment Description | We are filing this Amendment No. 1 on Form 10-K/A (the “Amendment” or “Form 10-K/A”) to amend our Annual Report on Form 10-K for the year ended December 31, 2015, which was originally filed with the Securities and Exchange Commission (“SEC”) on March 1, 2016 (the “Original Form 10-K”). The purpose of this Amendment is to restate our previously issued consolidated financial statements and related financial information in the Original Form 10-K. This Form 10-K/A also revises our previous conclusion with respect to the effectiveness of our internal control over financial reporting. | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 728.9 | ||
Entity Common Stock, Shares Outstanding | 38,423,391 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
ASSETS | |||||||
Cash and cash equivalents | [2] | $ 7,930 | [1] | $ 10,809 | [1] | $ 5,438 | $ 11,908 |
Accounts receivable, net of allowances of $14,026 and $10,775, respectively | [1] | 260,029 | 277,362 | ||||
Deferred income taxes | [1] | 20,891 | 17,503 | ||||
Income tax receivable | [1] | 20,663 | 13,643 | ||||
Prepaid expenses and other current assets | [1] | 37,051 | 29,822 | ||||
Total current assets | [1] | 346,564 | 349,139 | ||||
Property and equipment, net of accumulated depreciation of $64,780 and $45,077, respectively | [1] | 195,364 | 150,396 | ||||
Other assets: | |||||||
Goodwill | 682,810 | [1] | 664,677 | [1] | 519,450 | ||
Intangible assets, net | [1] | 75,694 | 78,878 | ||||
Other noncurrent assets | [1] | 7,321 | 7,548 | ||||
Total other assets | [1] | 765,825 | 751,103 | ||||
Total assets | 1,307,753 | [1] | 1,250,638 | [1] | 859,492 | ||
Current liabilities: | |||||||
Current maturities of debt | [1] | 432,830 | 423,945 | ||||
Accounts payable | [1] | 116,166 | 126,822 | ||||
Accrued expenses and other current liabilities | [1] | 81,922 | 66,600 | ||||
Total current liabilities | [1] | 630,918 | 617,367 | ||||
Long-term deferred tax liabilities | [1] | 105,088 | 96,195 | ||||
Other long-term liabilities | [1] | 15,308 | 12,789 | ||||
Total liabilities | [1] | 751,314 | 726,351 | ||||
Commitments and contingencies (Note 12) | [1] | ||||||
Stockholders' investment: | |||||||
Common stock $.01 par value; 100,000 shares authorized; 38,266 and 37,925 shares issued and outstanding, respectively | [1] | 383 | 379 | ||||
Additional paid-in capital | [1] | 397,253 | 390,725 | ||||
Retained earnings | [1] | 158,803 | 133,183 | ||||
Total stockholders’ investment | [3] | 556,439 | [1] | 524,287 | [1] | $ 485,141 | $ 379,931 |
Total liabilities and stockholders' investment | [1] | $ 1,307,753 | $ 1,250,638 | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 14,026 | $ 10,775 |
Property and equipment, net of accumulated depreciation | $ 64,780 | $ 45,077 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,266,000 | 37,925,000 |
Common stock, shares outstanding | 38,266,000 | 37,925,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement [Abstract] | ||||
Revenues | [1] | $ 1,992,166 | $ 1,872,470 | $ 1,361,410 |
Operating expenses: | ||||
Purchased transportation costs | [1] | 1,310,396 | 1,294,724 | 944,275 |
Personnel and related benefits | [1] | 263,254 | 213,661 | 151,935 |
Other operating expenses | [1] | 323,955 | 271,210 | 170,053 |
Depreciation and amortization | [1] | 31,626 | 24,254 | 15,444 |
Acquisition transaction expenses | [1] | 564 | 2,305 | 851 |
Total operating expenses | [1] | 1,929,795 | 1,806,154 | 1,282,558 |
Operating income | [1] | 62,371 | 66,316 | 78,852 |
Interest expense | [1] | 19,439 | 13,363 | 7,883 |
Income before provision for income taxes | [1] | 42,932 | 52,953 | 70,969 |
Provision for income taxes | [1] | 17,312 | 20,243 | 25,049 |
Net income | [1],[2],[3] | $ 25,620 | $ 32,710 | $ 45,920 |
Earnings per share: | ||||
Basic (in usd per share) | [1] | $ 0.67 | $ 0.86 | $ 1.27 |
Diluted (in usd per share) | [1] | $ 0.65 | $ 0.83 | $ 1.21 |
Diluted | ||||
Basic (shares) | [1] | 38,179 | 37,852 | 36,133 |
Diluted (shares) | [1] | 39,180 | 39,259 | 37,913 |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Investment (Equity) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | |||
Beginning of period, shares at Dec. 31, 2012 | [1] | 34,371,497 | |||||
Balance at Dec. 31, 2012 | [1] | $ 379,931 | $ 344 | $ 325,034 | $ 54,553 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Common Stock, shares | 3,163,684 | ||||||
Issuance of Common Stock | 53,811 | $ 31 | 53,780 | ||||
Issuance of restricted stock units, net of taxes paid, shares | 29,265 | ||||||
Issuance of restricted stock units, net of taxes paid | (321) | $ 1 | (322) | ||||
Share-based compensation | 1,503 | 1,503 | |||||
Excess tax benefit on share-based compensation | 4,297 | 4,297 | |||||
Net income (loss) | [1] | 45,920 | [2],[3] | 45,920 | |||
Balance at Dec. 31, 2013 | [1] | 485,141 | $ 376 | 384,292 | 100,473 | ||
End of period, shares at Dec. 31, 2013 | [1] | 37,564,446 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Common Stock, shares | 300,716 | ||||||
Issuance of Common Stock | 3,414 | $ 3 | 3,411 | ||||
Issuance of restricted stock units, net of taxes paid, shares | 60,002 | ||||||
Issuance of restricted stock units, net of taxes paid | (674) | $ 0 | (674) | ||||
Share-based compensation | 2,255 | 2,255 | |||||
Excess tax benefit on share-based compensation | 1,441 | 1,441 | |||||
Net income (loss) | [1] | 32,710 | [2],[3] | 32,710 | |||
Balance at Dec. 31, 2014 | [1] | $ 524,287 | [4] | $ 379 | 390,725 | 133,183 | |
End of period, shares at Dec. 31, 2014 | 37,925,000 | 37,925,164 | [1] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of Common Stock, shares | 265,734 | ||||||
Issuance of Common Stock | $ 4,011 | $ 3 | 4,008 | ||||
Issuance of restricted stock units, net of taxes paid, shares | 74,971 | ||||||
Issuance of restricted stock units, net of taxes paid | (929) | $ 1 | (930) | ||||
Issuance costs from secondary stock offering | (225) | (225) | |||||
Share-based compensation | 2,500 | 2,500 | |||||
Excess tax benefit on share-based compensation | 1,175 | 1,175 | |||||
Net income (loss) | [1] | 25,620 | [2],[3] | 25,620 | |||
Balance at Dec. 31, 2015 | [1] | $ 556,439 | [4] | $ 383 | $ 397,253 | $ 158,803 | |
End of period, shares at Dec. 31, 2015 | 38,266,000 | 38,265,869 | [1] | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[4] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Cash flows from operating activities: | ||||||
Net income | [1],[2],[3] | $ 25,620 | $ 32,710 | $ 45,920 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | [3] | 33,911 | 26,321 | 17,624 | ||
Loss (gain) on disposal of property and equipment | [3] | 1,300 | 209 | (1,404) | ||
Share-based compensation | [3] | 2,500 | 2,255 | 1,503 | ||
Adjustments to contingent purchase obligations | [3] | (2,931) | (1,722) | (10,443) | ||
Provision for bad debts | [3] | 4,816 | 9,653 | 3,724 | ||
Excess tax benefit on share-based compensation | [3] | (1,175) | (1,441) | (4,297) | ||
Deferred tax provision | [3] | 2,754 | 2,467 | 5,877 | ||
Changes in (net of acquisitions): | ||||||
Accounts receivable | [3] | 19,041 | (43,628) | (28,803) | ||
Income tax receivable | [3] | (7,020) | (5,899) | (5,079) | ||
Prepaid expenses and other assets | [3] | (6,028) | (5,035) | (7,767) | ||
Accounts payable | [3] | (11,929) | 14,921 | 445 | ||
Accrued expenses and other liabilities | [3] | 7,355 | 6,417 | 16,344 | ||
Net cash provided by operating activities | [3] | 68,214 | 37,228 | 33,644 | ||
Cash flows from investing activities: | ||||||
Acquisition of business, net of cash acquired | [3] | (32,765) | (230,818) | (100,648) | ||
Capital expenditures | [3] | (49,984) | (41,975) | (29,367) | ||
Proceeds from sale of property and equipment | [3] | 6,078 | 6,951 | 5,121 | ||
Net cash used in investing activities | [3] | (76,671) | (265,842) | (124,894) | ||
Cash flows from financing activities: | ||||||
Borrowings under revolving credit facilities | [3] | 183,852 | 383,074 | 130,441 | ||
Payments under revolving credit facilities | [3] | (275,703) | (170,089) | (108,426) | ||
Debt borrowings | [3] | 110,000 | 33,750 | 22,000 | ||
Debt payments | [3] | (8,750) | (9,375) | (12,875) | ||
Debt issuance cost | [3] | (2,798) | (2,524) | (1,541) | ||
Payments of contingent purchase obligations | [3] | (3,317) | (4,804) | (2,407) | ||
Proceeds from issuance of common stock, net of issuance costs | [3] | 3,786 | 3,414 | 53,811 | ||
Proceeds from issuance of restricted stock units, net of taxes paid | [3] | (929) | (674) | (321) | ||
Excess tax benefit on share-based compensation | [3] | 1,175 | 1,441 | 4,297 | ||
Reduction of capital lease obligation | [3] | (1,738) | (228) | (199) | ||
Net cash provided by financing activities | [3] | 5,578 | 233,985 | 84,780 | ||
Net (decrease) increase in cash and cash equivalents | [3] | (2,879) | 5,371 | (6,470) | ||
Cash and cash equivalents: | ||||||
Beginning of period | [3] | 10,809 | [4] | 5,438 | 11,908 | |
End of period | [3] | 7,930 | [4] | 10,809 | [4] | 5,438 |
Supplemental cash flow information: | ||||||
Cash paid for interest | [3] | 16,725 | 11,351 | 6,475 | ||
Cash paid for income taxes (net of refunds) | [3] | 20,812 | 21,802 | 19,119 | ||
Noncash contingent earnout | [3] | 4,114 | 0 | 4,288 | ||
Non-cash capital leases and other obligations to acquire assets | [3] | $ 12,417 | $ 0 | $ 0 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[4] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Significant Accounting Policies | 1. Organization, Nature of Business and Significant Accounting Policies Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three segments: Truckload Logistics (“TL”); Less-than-Truckload (“LTL”); and Global Solutions. Within its TL business, the Company operates a network of 49 TL service centers, and 24 dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 47 LTL service centers throughout the United States, complemented by relationships with over 180 delivery agents. Within its Global Solutions business, the Company operates from seven service centers and 10 dispatch offices, and four freight consolidation and inventory management centers throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2015 , all subsidiaries were 100% owned and all intercompany balances and transactions have been eliminated in consolidation. The financial statements include the adjustments associated with the restatement on previously issued financial statements disclosed in Note 15 and the changes in accounting principle and segments noted below. The Company owned 37.5% of Central Minnesota Logistics, Inc. (“CML”), which operates as one of the Company's brokerage agents. CML is accounted for under the equity method and is insignificant to the consolidated financial statements. The Company records its investment in CML in other noncurrent assets and recognizes its share of the net income and loss of CML. Change in Accounting Principle On January 1, 2016, the Company adopted a new methodology for accounting for debt issuance costs in accordance with the Accounting Standards Update No. 2015-03 (ASU 2015-03), Interest - Imputation of Interest (Subtopic 835-30), which requires debt issuance costs related to a recognized debt liability in the balance sheet to be presented as a direct reduction from the carrying amount of that debt liability. The change in methodology has been applied retrospectively. Debt issuance costs of $6.6 million and $6.1 million have been reclassified from other noncurrent assets to a direct reduction of debt on the consolidated balance sheets as of December 31, 2015 and 2014 , respectively. Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TL; LTL; and Global Solutions. In 2016, the Company realigned two of its operating companies to different existing segments based on consideration of services provided and consistent with how the business is viewed by the chief operating decision maker. The change in segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been retrospectively revised to align with the new segment structure. Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. Cash equivalents consist of overnight investments in an interest bearing sweep account. Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $14.0 million and $10.8 million as of December 31, 2015 and 2014 , respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date. The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 10,775 $ 4,571 $ 2,300 Provision, charged to expense 4,816 9,653 3,724 Write-offs, less recoveries (1,565 ) (3,449 ) (1,453 ) Ending balance $ 14,026 $ 10,775 $ 4,571 Property and Equipment Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-30 years Computer equipment and software 3-5 years Office equipment, furniture, and fixtures 3-15 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-7 years Aircraft fleet and spare parts 3-8 years Accelerated depreciation methods are used for tax reporting purposes. Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. Spare Parts for Aircraft Fleet Spare parts for aircraft fleet are categorized into several categories: rotables, repairables, expendables, and materials and supplies. Rotable and repairable spare parts for aircraft fleet are typically significant in value, can be repaired and re-used, and generally have an expected useful life consistent with the aircraft fleet these parts support. Spare parts for aircraft fleet are recorded at cost and depreciated over the lesser of the life of the aircraft fleet or spare part. The cost of repairing the aircraft fleet spare parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. Goodwill and Other Intangibles Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually on July 1 using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. The Company has four reporting units as this is the lowest level for which discrete financial information is prepared and regularly reviewed by segment management. The impairment test for goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying amount. For purposes of the Company’s impairment test, the fair value of its reporting units is calculated based upon an average of an income fair value approach and market fair value approach. Based on these tests, the Company concluded that the fair value for each of the reporting units was in excess of the respective reporting unit’s carrying value. Accordingly, no goodwill impairments were identified in 2015 , 2014 , or 2013 . Other intangible assets recorded consist primarily of definite lived customer relationships. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. No indicators of impairment were identified in 2015 , 2014 , or 2013 . See Note 4 for additional information on the Company's goodwill and intangible assets. Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the financing agreement described in Note 6. The unamortized debt issuance costs aggregate to $6.6 million and $6.1 million as of December 31, 2015 and 2014 , respectively, and as noted above, have been classified as a reduction to debt in the consolidated balance sheets. Such costs are being amortized over the expected maturity of the financing agreements using the effective interest rate method. Share-Based Compensation The Company’s share-based payment awards are comprised of stock options, restricted stock units, and performance restricted stock units. The cost for the Company’s stock options is measured at fair value using the Black-Scholes option pricing model. The cost for restricted stock units and performance restricted stock units is measured using the stock price at the grant date. The cost is recognized over the vesting period of the award, which is typically four years . The amount of costs recognized for performance restricted stock units over the vesting period is dependent on the Company meeting the pre-established financial performance goals. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Fair Value of Financial Instruments The fair value of cash approximates cost. The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2015 and 2014 as the debt agreement bears interest based on prevailing variable market rates currently available and as such would be categorized as a Level 2 in the fair value hierarchy as defined in Note 5. Revenue Recognition TL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; the Company’s obligation to fulfill a transaction is complete; and collection of revenue is reasonably assured. This occurs when the Company completes the delivery of a shipment or the service has been fulfilled. LTL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured. The Company recognizes revenue based on a percentage of services completed for freight in-transit as of the balance sheet date. Global Solutions revenue is recorded when the shipment has been delivered by a third-party carrier. Fees for services revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. The Company offers volume discounts to certain customers. Revenue is reduced as discounts are earned. In some instances, the Company performs multiple services. Typically separate fees are quoted and recognized as revenue when services are rendered. Occasionally, customers request an all-inclusive “door-to-door” fee for a set of services and revenue is allocated to the elements and recognized as each service is completed. The Company typically recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process, and (4) taking the risk of loss for collection, delivery, and returns. Certain Global Solutions transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. As noted above, the Company adopted ASU 2015-03 in January 2016. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Simplifying the Accounting Measurement-Period Adjustments (Topic 805), which is effective for the Company in 2016. The amendments eliminate the requirement to retrospectively account for measurement period adjustments. The acquirer must record, in the period identified, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The acquirer must present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. Adoption of the revised Accounting Standard will require some additional disclosures in the footnotes to the consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update no. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which is effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendment. The amendments may either be applied prospectively or retrospectively. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following as of December 31 (in thousands): 2015 2014 Land $ 4,721 $ 3,373 Buildings and leasehold improvements 17,553 12,567 Computer equipment and software 40,683 29,239 Office equipment, furniture, and fixtures 4,259 5,545 Dock, warehouse, and other equipment 9,815 8,279 Tractors and trailers 156,953 117,798 Aircraft fleet and spare parts 26,160 18,672 Property and equipment, gross 260,144 195,473 Less: Accumulated depreciation 64,780 45,077 Property and equipment, net $ 195,364 $ 150,396 Depreciation expense was $23.2 million , $18.4 million , and $12.5 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On April 30, 2013 , the Company acquired all of the outstanding capital stock and the Charleston, South Carolina property of Wando Trucking, Inc. (“Wando Trucking”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $9.0 million . The acquisition was financed with borrowings under the Company's credit facility. On April 30, 2013 , the Company also acquired all of the outstanding capital stock of Adrian Carriers, Inc. and C.B.A. Container Sales, Ltd. (collectively, “Adrian Carriers”) for the purpose of expanding its current market presence in the Global Solutions segment. Cash consideration paid was $14.3 million . The acquisition was financed with borrowings under the Company's credit facility. The Adrian Carriers purchase agreement called for contingent consideration in the form of a contingent purchase obligation capped at $6.5 million . The former owners of Adrian Carriers were entitled to receive a payment equal to the amount by which Adrian Carrier's operating income before amortization, as defined in the purchase agreement, exceeded $2.3 million for the years ending April 30, 2014, 2015, 2016, and 2017. Approximately $4.3 million was recorded as a contingent purchase obligation on the opening balance sheet. On July 25, 2013 , the Company acquired all of the outstanding membership interests of Marisol International, LLC (“Marisol”) for the purpose of expanding its current market presence in the Global Solutions segment. Cash consideration paid was $66.0 million . The acquisition was financed with borrowings under the Company's credit facility. The Marisol purchase agreement called for contingent consideration in the form of a contingent purchase obligation capped at $2.5 million . The former owners of Marisol were entitled to receive a payment equal to the amount by which Marisol's operating income before depreciation and amortization, as defined in the purchase agreement, exceeded $7.8 million for the years ending July 31, 2014 and 2015. No amount was recorded as a contingent purchase obligation on the opening balance sheet. On August 15, 2013 , the Company acquired certain assets of the Southeast drayage division of Transportation Corporation of America, Inc. (“TA Drayage”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million . The acquisition was financed with cash on-hand. On September 11, 2013 , the Company acquired all of the outstanding membership interests of G.W. Palmer Logistics, LLC (“G.W. Palmer”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $2.5 million . The acquisition was financed with borrowings under the Company's credit facility. The G.W. Palmer purchase agreement called for contingent consideration in the form of a contingent purchase obligation capped at $2.8 million . The former owners of G.W. Palmer were entitled to receive an initial payment, not to exceed $0.7 million , for achieving operating income before amortization in excess of $0.9 million for the period from the closing date through December 31, 2013, as defined in the purchase agreement, and a payment equal to the amount by which G.W. Palmer's operating income before amortization, as defined in the purchase agreement, exceeded $1.0 million for the years ending December 31, 2014, 2015, 2016, and 2017. No amount was recorded as a contingent purchase obligation on the opening balance sheet. On September 18, 2013 , the Company acquired substantially all of the assets of YES Trans, Inc. (“YES Trans”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million . The acquisition was financed with cash on-hand. The YES Trans purchase agreement called for contingent consideration in the form of a contingent purchase obligation capped at $1.1 million . The former owners of YES Trans were entitled to receive a payment equal to the amount by which YES Trans' operating income, as defined in the purchase agreement, exceeded $0.2 million for the years ending December 31, 2014, 2015, 2016, and 2017. No amount was recorded as a contingent purchase obligation on the opening balance sheet. On February 24, 2014 , the Company acquired all of the outstanding capital stock of Rich Logistics and Everett Transportation Inc. and certain assets of Keith Everett (collectively, “Rich Logistics”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $46.5 million . The acquisition was financed with borrowings under the Company's credit facility. On March 14, 2014 , the Company acquired all of the outstanding capital stock of Unitrans, Inc. (“Unitrans”) for the purpose of expanding its current market presence in the Global Solutions segment. Cash consideration paid was $53.3 million . The acquisition was financed with borrowings under the Company's credit facility. On July 18, 2014 , the Company acquired all of the outstanding capital stock of ISI Acquisition Corp. (which wholly owns Integrated Services, Inc. and ISI Logistics Inc.) and ISI Logistics South, Inc. (collectively, “ISI”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $13.0 million . The acquisition was financed with borrowings under the Company's credit facility. On August 27, 2014 , the Company acquired all of the outstanding capital stock of Active Aero Group Holdings, Inc. (“Active Aero”) for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.1 million . The acquisition was financed with borrowings under the Company's credit facility. On July 28, 2015 , the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP (“Stagecoach”) for the purpose of expanding its presence within the TL segment. Cash consideration paid was $32.3 million . The acquisition was financed with borrowings under the Company's credit facility. The Stagecoach purchase agreement calls for contingent consideration in the form of a contingent purchase obligation capped at $5.0 million . The former owners of Stagecoach are entitled to receive a payment equal to the amount by which Stagecoach's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $7.0 million for the twelve month periods ending July 31, 2016, 2017, 2018, and 2019. Approximately $4.1 million was recorded as a contingent purchase obligation on the opening balance sheet. The results of operations and financial condition of these acquisitions have been included in the Company's consolidated financial statements since their acquisition dates. The acquisition of Stagecoach is considered immaterial. The acquisitions of Rich Logistics, Unitrans, ISI, and Active Aero (collectively, “2014 acquisitions”) are considered individually immaterial, but material in the aggregate. The acquisitions of Wando Trucking, Adrian Carriers, Marisol, TA Drayage, G.W Palmer, and YES Trans (collectively, “2013 acquisitions”) are considered individually immaterial, but material in the aggregate. The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 and 2013 acquisitions, in the aggregate (in thousands): 2014 Acquisitions 2013 Acquisitions Accounts receivable $ 69,857 $ 27,892 Other current assets 9,335 921 Property and equipment 39,604 14,392 Goodwill 146,279 77,980 Customer relationship intangible assets 54,347 19,727 Other noncurrent assets — 12 Accounts payable and other liabilities (88,517 ) (40,276 ) Total $ 230,905 $ 100,648 The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill of $1.5 million associated with the asset purchases in 2013 will be deductible for tax purposes while the remaining goodwill will not be deductible for tax purposes. Purchase accounting is considered final for the 2013 and 2014 acquisitions. Purchase accounting is considered final for the Stagecoach acquisition except for deferred taxes, goodwill, and intangible assets, as final information was not available as of December 31, 2015 . Measurement period adjustments related to certain 2013 acquisitions were recorded prospectively as they were not considered material to the Company's consolidated financial statements as of December 31, 2013. These measurement period adjustments from previously recorded opening balance sheets related primarily to fair value measurement changes in acquired deferred tax assets and liabilities. From the dates of acquisition through December 31, 2013 , the 2013 acquisitions contributed revenues of $84.3 million and net income of $3.5 million . The following supplemental unaudited pro forma financial information of the Company for the year ended December 31, 2013 includes the results of operations for the 2013 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2012 (in thousands): Year Ended December 31, 2013 Revenues $ 1,466,405 Net income $ 46,061 From the dates of acquisition through December 31, 2014 , the 2014 acquisitions contributed revenues of $331.7 million and net income of $16.4 million . The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 2014 and 2013 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2013 (in thousands): Year Ended December 31, 2014 2013 Revenues $ 2,103,346 $ 1,781,305 Net income $ 40,514 $ 54,367 The supplemental unaudited pro forma financial information above is presented for information purposes only. It is not necessarily indicative of what the Company's financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined company. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill and intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires a two-step approach that begins with the estimation of the fair value at the reporting unit level. The Company has four reporting units for its three segments. The Company has one reporting unit for its LTL segment, one reporting unit for its TL segment, and two reporting units for its Global Solutions segment. For purposes of the Company's impairment analysis, the fair value of the Company's reporting units is estimated based upon an average of an income fair value approach and a market fair value approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of fair value requires considerable judgment and is highly sensitive to changes in the underlying assumptions. The Company completed the annual impairment analysis as of July 1, 2015, and determined no impairment had occurred, as each reporting unit's calculated fair value exceeded the carrying value. Subsequent to the Company's annual impairment analysis as of July 1, 2015, a decline in revenues during the quarter ended September 30, 2015 resulted in a triggering event that required the Company to perform an interim goodwill impairment analysis of all reporting units as of September 30, 2015. The Company completed its interim impairment analysis and determined no impairment had occurred, as each reporting unit's calculated fair value exceeded the carrying value. As a result, there is no goodwill impairment for any of the periods presented in the Company's consolidated financial statements. As indicated in Note 1, in connection with the change in segments, the Company reallocated goodwill of $77.5 million between the TL and Global Solutions segments as of December 31, 2013. Additionally, the goodwill balances have been adjusted for the effects of the restatement discussed in Note 15. The following is a rollforward of goodwill from December 31, 2013 to December 31, 2015 by segment (in thousands): TL LTL Global Solutions Total Goodwill balance as of December 31, 2013 $ 134,755 $ 197,312 $ 187,383 $ 519,450 Adjustments to goodwill for purchase accounting (1,416 ) — 364 (1,052 ) Goodwill related to acquisitions 103,246 — 43,033 146,279 Goodwill balance as of December 31, 2014 $ 236,585 $ 197,312 230,780 664,677 Adjustments to goodwill for purchase accounting 984 — (222 ) 762 Goodwill related to acquisitions 17,371 — — 17,371 Goodwill balance as of December 31, 2015 $ 254,940 $ 197,312 $ 230,558 $ 682,810 Intangible assets consist primarily of customer relationships acquired from business acquisitions. As indicated in Note 1, in connection with the change in segments, the Company reallocated net intangibles of $2.7 million and $3.6 million between the TL and Global Solutions segments as of December 31, 2015 and 2014, respectively. Additionally, the intangible asset balances have been adjusted for the effects of the restatement discussed in Note 15. Intangible assets were as follows as of December 31 (in thousands): 2015 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 57,468 $ (9,714 ) $ 47,754 $ 52,268 $ (5,093 ) $ 47,175 LTL 1,358 (1,017 ) 341 1,358 (950 ) 408 Global Solutions 38,427 (10,828 ) 27,599 38,427 (7,132 ) 31,295 Total intangible assets $ 97,253 $ (21,559 ) $ 75,694 $ 92,053 $ (13,175 ) $ 78,878 The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $8.4 million , $5.9 million , and $2.9 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2015 is as follows (in thousands): Amount Year Ending: 2016 $ 8,614 2017 8,494 2018 8,230 2019 7,926 2020 7,554 Thereafter 34,876 Total $ 75,694 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 5. Fair Value Measurement Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. Certain of the Company’s acquisitions contain contingent purchase obligations as described in Note 3. The contingent purchase obligation related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company uses to determine fair value. Changes to the fair value are recognized as income or expense within other operating expenses in the consolidated statements of operations. In measuring the fair value of the contingent purchase obligation, the Company used an income approach that considers the expected future earnings of the acquired businesses, for the varying performance periods, based on historical performance and the resulting contingent payments, discounted at a risk-adjusted rate. The following table presents information, as of December 31, 2015 and 2014 , about the Company’s financial liabilities (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase obligation related to acquisitions $ — $ — $ 4,913 $ 4,913 Total liabilities at fair value $ — $ — $ 4,913 $ 4,913 December 31, 2014 Level 1 Level 2 Level 3 Fair Value Contingent purchase obligation related to acquisitions $ — $ — $ 6,842 $ 6,842 Total liabilities at fair value $ — $ — $ 6,842 $ 6,842 The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three years ended December 31 (in thousands): 2015 2014 2013 Balance, beginning of period $ 6,842 $ 13,005 $ 20,907 Contingent purchase obligation recorded on the opening balance sheet 4,114 — 4,288 Payment of contingent purchase obligations (3,317 ) (4,804 ) (2,407 ) Interest expense 205 363 660 Adjustments to contingent purchase obligations (1) (2,931 ) (1,722 ) (10,443 ) Balance, end of period $ 4,913 $ 6,842 $ 13,005 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the consolidated statements of operations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt As discussed in Note 1, the Company retrospectively adopted a new methodology for accounting for debt issuance costs, whereby debt issuance costs are presented as a direct reduction from the carrying amount of that debt liability. Debt consisted of the following at December 31 (in thousands): 2015 2014 Senior debt: Revolving credit facility $ 143,149 $ 235,000 Term loans 296,250 195,000 Total debt 439,399 430,000 Less: Debt issuance costs (6,569 ) (6,055 ) Total debt, net of debt issuance costs 432,830 423,945 Less: Current maturities (432,830 ) (423,945 ) Total debt, net of current maturities $ — $ — Maturities for each of the next five years based on debt as of December 31, 2015 are as follows (in thousands): Amount Year Ending: 2016 $ 439,399 Total $ 439,399 On July 9, 2014 , the Company entered into a fifth amended and restated credit agreement with U.S. Bank National Association (“U.S. Bank”) and other lenders, which increased the revolving credit facility from $200.0 million to $350.0 million and the term loan from $175.0 million to $200.0 million . On September 24, 2015 , the Company entered into a sixth amended and restated credit agreement (the “credit agreement”) with U.S. Bank and other lenders, which increased the revolving credit facility to $400.0 million and the term loan to $300.0 million . The credit facility matures on July 9, 2019 . Principal on the term loan is due in quarterly installments of $3.8 million . The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 5. The carrying value of the Company's debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.3% , or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.3% . The revolving credit facility also provides for the issuance of up to $40.0 million in letters of credit. As of December 31, 2015 , the Company had outstanding letters of credit totaling $22.5 million . As of December 31, 2015 , total availability under the revolving credit facility was $234.3 million and the average interest rate on the credit agreement was 3.5% . After considering the effects of the restatement, the Company was not in compliance with its financial covenants as of December 31, 2015 or December 31, 2014. Accordingly, the senior debt has been classified as current on its consolidated balance sheets. Capital Lease Obligations The Company has a building and certain equipment classified as capital leases. As of December 31, 2015, the gross property and equipment value of capital lease assets was $16.5 million . The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2015 (in thousands): Amount Year Ending: 2016 $ 5,881 2017 3,448 2018 2,513 2019 1,869 2020 204 Thereafter 21 Total minimum lease payments 13,936 Less: amount representing interest (1,472 ) Present value of net minimum lease payments (1) $ 12,464 (1) Reflected in the consolidated balance sheets as $5.2 million of accrued expenses and other current liabilities and $7.3 million of other long-term liabilities. |
Stockholders' Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' investment | 7. Stockholders’ Investment Common Stock The Company's common stock has voting rights — one vote for each share of common stock. In March 2007, the Company entered into a second amended and restated stockholders’ agreement. The agreement provides that, any time after the Company is eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Company’s stockholders may request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders are limited to a total of two of such registrations. In addition, if the Company proposes to file a registration statement under the Securities Act for any underwritten sale of shares of any of its securities, certain of the Company's stockholders may request that the Company include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration. In December 2012 , the Company issued and sold shares of its common stock. Additionally, the Company granted the underwriters an option to purchase up to 525,000 additional shares at the public offering price less the underwriting discount to cover any over-allotments. In January 2013 , the underwriters exercised in full their over-allotment option to purchase an additional 525,000 shares of common stock at a price of $17.25 per share to the public. The sale of the additional shares resulted in net proceeds to the Company of approximately $8.5 million after deducting the underwriting discount and estimated expenses. In August 2013 , the Company issued 1.5 million shares of its common stock at a public offering price of $27.00 per share for aggregate offering proceeds of $38.4 million , net of $2.3 million of underwriting discounts and commissions and expenses. In connection with the public offering, the Company incurred additional expenses of $0.3 million . In August 2015 , in a secondary offering, affiliates of HCI Equity Partners, L.L.C. sold 2.0 million shares of common stock. The Company did not issue any shares in the offering and did not receive any proceeds from the sale of the shares; however, the Company incurred costs of $0.2 million . Warrants to Acquire Common Stock In connection with a business combination entered in 2007, the Company issued to existing Sargent Transportation Group, Inc. stockholders warrants that, upon the closing of the Company's initial public offering, became the right to acquire 2,269,263 shares of common stock at an exercise price of $13.39 per share. The warrants are exercisable at the option of the holder any time prior to March 13, 2017 . No warrants were exercised during the years ended December 31, 2015 or 2014 . On December 11, 2009, in connection with financing the acquisition of Bullet Freight Systems, Inc. (“Bullet”), the Company issued warrants that, upon the closing of the Company's initial public offering, became the right to acquire 1,746,971 shares of common stock at an exercise price of $8.37 per share. The warrants are exercisable at the option of the holder any time prior to December 11, 2017 . No warrants were exercised during the years ended December 31, 2015 or 2014 . The $3.0 million fair value of the warrants at the date of issuance has been reflected as a component of additional paid-in capital in stockholders’ investment in the accompanying consolidated balance sheets. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation The Company's 2010 Incentive Compensation Plan (the “2010 Plan”) allows for the issuance of 2,500,000 shares of common stock. The 2010 Plan provides for the grant of stock options, restricted stock units, and other awards to the Company's employees and directors. In 2015 , the Company added performance restricted stock units to its share-based compensation plan. Under the new program, performance restricted stock units were awarded to eligible employees based on pre-established financial performance goals. No performance restricted stock unit awards were earned as of December 31, 2015 . The Company awards restricted stock units to certain key employees and independent directors. The restricted stock units vest ratably over a four year service period from the grant date. Restricted stock units are valued based on the market price on the date of the grant and are amortized on a straight-line basis over the vesting period. Compensation expense for restricted stock units is based on fair market value at the grant date. The following table summarizes the nonvested restricted stock units as of December 31, 2015 and 2014 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2013 279,471 $ 21.76 2.8 Granted 169,300 22.89 Vested (87,061 ) 20.30 Forfeitures (29,574 ) 22.25 Nonvested as of December 31, 2014 332,136 $ 22.76 2.5 Granted 19,051 23.60 Vested (111,180 ) 21.34 Forfeitures (31,232 ) 23.17 Nonvested as of December 31, 2015 208,775 $ 23.75 1.7 Unrecognized share-based compensation expense was $3.1 million and $5.7 million for the years ended December 31, 2015 and 2014 , respectively. The Company previously maintained a Key Employee Equity Plan (“Equity Plan”), a stock-based compensation plan that permitted the grant of stock options to Company employees and directors. Stock options under the Equity Plan were granted with an exercise price equal to or in excess of the fair value of the Company’s stock on the date of grant. Such options vest ratably over a two or four year service period and are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. The Company no longer issues awards under this plan. Group Transportation Services (“GTS”) previously maintained a Key Employee Equity Plan (“GTS Plan”), which permitted the grant of stock options to employees and directors. Stock options under the GTS Plan were granted with an exercise price equal to or in excess of the fair value of GTS’ stock on the date of grant. Such options vest ratably over a two or four year service period and are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. In connection with the Company’s merger with GTS effective upon the IPO, all options granted pursuant to the GTS Plan outstanding at the effective time of the merger became options to purchase shares of the Company’s common stock. The Company no longer issues awards under this plan. No options were granted by the Company in 2015 , 2014 , or 2013 . Stock-based compensation expense was $2.5 million , $2.3 million , and $1.5 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $0.9 million , $0.9 million , and $0.6 million , respectively, for the years ended December 31, 2015 , 2014 , and 2013 . A summary of the option activity under the equity plans for the years ended December 31, 2015 and 2014 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2013 855,817 $ 13.67 3.0 $ 11,365 Granted — — Exercised (300,716 ) 11.35 Forfeited — — Outstanding as of December 31, 2014 555,101 $ 14.92 1.7 $ 4,680 Granted — — Exercised (265,734 ) 15.09 Forfeited — — Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 $ — All outstanding options are non-qualified options. There were 289,367 , 555,101 , and 855,817 options exercisable as of December 31, 2015 , 2014 , and 2013 , respectively. As of December 31, 2015 , for exercisable options, the weighted-average exercise price was $14.77 , the weighted average remaining contractual term was 0.7 years , and there was no estimated aggregate intrinsic value per share. As of December 31, 2015 , all options were vested. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9. Earnings Per Share Basic earnings per common share is calculated by dividing net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options and conversion of warrants using the treasury stock method. The Company had stock options and warrants outstanding of 2,499,606 as of December 31, 2015 that were not included in the computation of diluted earnings per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. As of December 31, 2014 and 2013 , all stock options and warrants were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands): Year Ended December 31, 2015 2014 2013 Basic weighted average common stock outstanding 38,179 37,852 36,133 Effect of dilutive securities: Employee stock options 72 169 424 Warrants 885 1,183 1,285 Restricted Stock Units 44 55 71 Diluted weighted average common stock outstanding 39,180 39,259 37,913 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The components of the Company’s provision for income taxes were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 10,931 $ 14,922 $ 16,490 Foreign, state and local 3,627 2,854 2,682 Deferred: Federal 1,874 2,388 5,160 Foreign, state and local 880 79 717 Provision for income taxes $ 17,312 $ 20,243 $ 25,049 The Company’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income as shown in the following reconciliations (in thousands): Year Ended December 31, 2015 2014 2013 Statutory federal rate $ 15,026 $ 18,534 $ 24,839 Meals and entertainment 287 247 227 State income taxes — net of federal benefit 1,294 1,348 2,037 Contingent purchase obligation adjustments (955 ) (408 ) (2,736 ) Change in valuation allowance 99 126 (3 ) Other 1,561 396 685 Total $ 17,312 $ 20,243 $ 25,049 The Company recorded assets for refundable current federal and state income taxes of $20.7 million and $13.6 million at December 31, 2015 and 2014 , respectively. These are classified in the consolidated balance sheets as income tax receivable. The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): 2015 2014 Current deferred income tax assets: Accounts receivable $ 5,701 $ 6,765 Accrued expenses and other current liabilities 15,190 10,738 Total $ 20,891 $ 17,503 Noncurrent deferred income tax assets (liabilities): Net operating losses $ 726 $ 726 Goodwill and intangible assets (64,747 ) (63,777 ) Property and equipment (41,187 ) (33,508 ) Deferred compensation 449 593 Total $ (104,759 ) $ (95,966 ) Valuation allowance (329 ) (229 ) Total, net of valuation allowance $ (105,088 ) $ (96,195 ) The Company had $21.5 million and $19.0 million of current deferred tax assets and $0.6 million and $1.5 million of current deferred tax liabilities as of December 31, 2015 and 2014 , respectively. The net current deferred income tax assets of $20.9 million as of December 31, 2015 and $17.5 million as of December 31, 2014 are classified as deferred income taxes in the consolidated balance sheet. The Company had $0.8 million and $1.1 million of noncurrent deferred tax assets (net of valuation allowance) and $105.9 million and $97.3 million of noncurrent deferred tax liabilities as of December 31, 2015 and 2014 , respectively. The net noncurrent deferred income tax liability of $105.1 million as of December 31, 2015 and $96.2 million as of December 31, 2014 (net of valuation allowance) are classified in the consolidated balance sheets as long-term deferred tax liabilities. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets, including through reversals of existing cumulative temporary differences. On the basis of the Company's evaluation, the Company has recorded a valuation allowance of $0.3 million and $0.2 million as of December 31, 2015 and 2014, respectively, primarily related to net operating loss carryforwards and other deferred tax assets that will not "more likely than not" be realized in the future on separately filed state and local tax returns. Federal net operating loss carryforwards are subject to annual Section 382 limitations and expire between 2030 and 2033. State net operating loss carryforwards expire between 2019 and 2035. There were no unrecognized tax benefits recorded as of December 31, 2015 and 2014 . It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Income tax related interest and penalties were immaterial as of December 31, 2015 and 2014 . The Company is subject to federal tax examinations for all tax years subsequent to December 31, 2011, and state tax examinations for tax years subsequent to December 31, 2010. Although the pre-2012 and pre-2011 years are no longer subject to examinations by the Internal Revenue Service (“IRS”) and various state taxing authorities, respectively, certain state net operating loss carryforwards generated in those years were used by the Company during 2014 and 2015 and may still be adjusted upon examination by state taxing authorities if they were used after 2010 or will be used in a future period. |
Guarantees (Notes)
Guarantees (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Guarantees [Abstract] | |
Guarantees | 11. Guarantees The Company provides a guarantee for a portion of the value of certain independent contractors' (“IC”) leased tractors. The guarantees expire at various dates through 2020 . The potential maximum exposure under these lease guarantees was approximately $17.4 million as of December 31, 2015 . Upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease. The Company estimated the fair value of its liability under this on-going guarantee to be $4.7 million and $2.0 million , which is recorded in accrued expenses and other current liabilities, as of December 31, 2015 and December 31, 2014 , respectively. During the third quarter of 2015 the Company experienced an acceleration of its IC recruiting costs, guarantee payments, and reseating and reconditioning costs associated with these lease purchase programs. Accordingly, the Company decided to terminate certain lease purchase guarantee programs in favor of new lease purchase programs that do not involve a guarantee from the Company and utilize newer equipment under warranty. As of December 31, 2015 , the Company recorded a loss reserve of $1.3 million for the guarantee and reconditioning costs associated with the termination of certain lease purchase guarantee programs. The Company made payments for its guarantee of $5.9 million for the year ended December 31, 2015 . Payments made for the year ended December 31, 2014 were de minimis. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Employee Benefit Plans The Company sponsors defined contribution profit sharing plans for substantially all employees of the Company and its subsidiaries. The Company provides matching contributions on some of these plans. Total expense under these plans was $2.8 million , $2.3 million , and $1.4 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Operating Leases The Company leases terminals, office space, trucks, trailers, and other equipment under noncancelable operating leases expiring on various dates through 2027. The Company incurred rent expense from operating leases of $66.6 million , $56.1 million , and $29.0 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2015 (in thousands): Year Ending: Amount 2016 $ 48,117 2017 39,236 2018 32,059 2019 17,813 2020 11,402 Thereafter 20,203 Contingencies In the ordinary course of business, the Company is a defendant in several legal proceedings arising out of the conduct of its business. These proceedings include claims for property damage or personal injury incurred in connection with the Company’s services. Although there can be no assurance as to the ultimate disposition of these proceedings, the Company does not believe, based upon the information available at this time, that these property damage or personal injury claims, in the aggregate, will have a material impact on its consolidated financial statements. The Company is self-insured up to $1,000,000 for workers compensation claims. The Company maintains liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of December 31, 2015 and December 31, 2014 , the Company had reserves for estimated uninsured losses of $25.9 million and $18.9 million , respectively, included in accrued expenses and other current liabilities. In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in five purported class-action lawsuits in California alleging violations of various California labor laws and one purported class-action lawsuit in Illinois alleging violations of the Illinois Wage Payment and Collection Act. The plaintiffs in each of these lawsuits seek to recover unspecified monetary damages and other items. In addition, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company on behalf of seven individuals alleging that the Company violated California labor laws. Given the early stage of all of the proceedings described in this paragraph, the Company is not able to assess with certainty the outcome of these proceedings or the amount or range of potential damages or future payments associated with these proceedings at this time. The Company believes it has meritorious defenses to these actions and intends to defend these proceedings vigorously. However, any legal proceeding is subject to inherent uncertainties, and the Company cannot assure that the expenses associated with defending these actions or their resolution will not have a material adverse effect on its business, operating results, or financial condition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million . The Company paid an aggregate of $0.9 million to HCI for services performed in connection with the sixth amended and restated credit agreement, advisory fees, and travel expenses during the year ended December 31, 2015 . The Company paid an aggregate of $0.8 million to HCI for services performed in connection with the fifth amended and restated credit agreement, advisory fees, and travel expenses during the year ended December 31, 2014 . As part of the acquisition of Bullet, certain existing stockholders and their affiliates received eight -year warrants that, upon the closing of the Company's initial public offering, became the right to acquire 1,388,620 shares of the Company's common stock. No warrants were exercised by affiliated parties during 2015 or 2014 . There were 274,362 warrants outstanding as of December 31, 2015 and 2014 . The Company has a number of dedicated carriers that haul freight for the operating companies that are owned by employees of the operating companies. The Company paid an aggregate of $5.6 million and $5.0 million to these carriers during the years ended December 31, 2015 and 2014 , respectively. The Company has a number of facility leases with related parties and paid an aggregate of $1.5 million and $0.5 million under these leases during the years ended December 31, 2015 and 2014 , respectively. The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $0.2 million during the year ended December 31, 2015 . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TL; LTL; and Global Solutions. As indicated in Note 1, the Company realigned two of its operating companies into different segments based on consideration of services provided and consistent with how the business is viewed by the chief operating decision maker. Segment disclosures as of and for the years ended December 31, 2015, 2014 and 2013 have been retrospectively revised to reflect this change in the segments. These segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed corporate, which is not a segment and includes lease purchase guarantee reserve expenses, acquisition transaction expenses, corporate salaries, and share-based compensation expense. The following table reflects certain financial data of the Company’s segments, which has been adjusted for the effects of the restatement described in Note 15 (in thousands): Year Ended December 31, 2015 2014 2013 Revenues: TL $ 1,128,390 $ 943,055 $ 587,371 LTL 515,328 577,175 558,971 Global Solutions 377,137 367,423 224,831 Eliminations (28,689 ) (15,183 ) (9,763 ) Total $ 1,992,166 $ 1,872,470 $ 1,361,410 Operating income: TL $ 48,717 $ 42,187 $ 31,486 LTL 15,438 17,929 34,222 Global Solutions 28,268 26,242 25,450 Corporate (30,052 ) (20,042 ) (12,306 ) Total operating income 62,371 66,316 78,852 Interest expense 19,439 13,363 7,883 Income before provision for income taxes $ 42,932 $ 52,953 $ 70,969 Depreciation and amortization: TL $ 22,587 $ 15,285 $ 9,074 LTL 2,801 2,964 3,009 Global Solutions 4,903 4,868 3,115 Corporate 1,335 1,137 246 Total $ 31,626 $ 24,254 $ 15,444 Capital expenditures (1) : TL $ 48,527 $ 32,525 $ 21,575 LTL 11,367 5,147 4,254 Global Solutions 429 1,715 545 Corporate 2,078 2,588 2,993 Total $ 62,401 $ 41,975 $ 29,367 (1) The total capital expenditures for the year ended December 31, 2015 includes both the cash and non-cash portions as reflected in the Consolidated Statement of Cash Flows. December 31, 2015 2014 2013 Total assets: TL $ 656,491 $ 594,296 $ 299,156 LTL 330,203 326,489 304,027 Global Solutions 317,453 330,559 254,449 Corporate 8,057 6,050 3,869 Eliminations (1) (4,451 ) (6,756 ) (2,009 ) Total $ 1,307,753 $ 1,250,638 $ 859,492 (1) Eliminations represents intercompany trade receivable balances between the three segments. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements In November 2016, the Company commenced an internal investigation into certain accounting discrepancies at its Morgan Southern and Bruenger operating companies. Subsequently, an independent internal investigation was undertaken by the Audit Committee of the Board of Directors (the “Audit Committee”), with assistance from outside counsel and outside consultants to provide forensic and investigative support (the “Audit Committee Investigation”). The expanded Audit Committee Investigation included detailed reviews of financial records at other operating companies and at the Company's corporate headquarters. The Audit Committee Investigation identified material accounting errors that impacted substantially all financial statement line items and disclosures. On January 27, 2017, the Audit Committee, as a result of the information obtained in connection with the ongoing internal investigation and after considering the recommendation of management, determined that previously issued (1) consolidated financial statements as of December 31, 2015 and 2014 , and for the three years in the period ended December 31, 2015 ; (2) unaudited condensed consolidated financial statements for the quarterly periods in the years ended December 31, 2015 and 2014 ; and (3) the unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2016, June 30, 2016, and September 30, 2016, should no longer be relied upon due to the identification of material accounting errors. The restatement also affects periods prior to the year ended December 31, 2013 , with the cumulative effect of the errors reflected in the adjustment to the January 1, 2013 opening stockholders' investment balance. Based on the Audit Committee Investigation, current management determined that there were deficiencies in the design and/or execution of internal controls that constituted material weaknesses. Current management determined that structural and environmental factors, including the increased size and complexity arising from the acquisition of 25 non-public companies between February 2011 and September 2015, the inconsistency of the Company's accounting systems, policies and procedures, and management override of internal controls contributed to the material weaknesses and resulting material accounting errors. The Company's internal controls failed to prevent or were overridden by management in certain instances to allow recording accounting entries without appropriate support, recording accounting entries that were inconsistent with information known by management at the time, not communicating relevant information within the organization and, in some cases, withholding information from the Company's independent directors, Audit Committee, and independent auditors, which resulted in material accounting errors. Accounting Adjustments The following is a discussion of the significant accounting adjustments that were made to the Company's previously issued financial statements. Receivables and Related Reserves Trade Receivables and Allowance for Doubtful Accounts The Company identified and corrected certain errors related to its accounting for trade receivables and related allowance for doubtful accounts that were misstated. In its original analysis, the Company did not consider all of the relevant information available with respect to the deteriorated aging and collection information available at the time its consolidated financial statements were previously issued, which resulted in an understatement of the allowance for doubtful accounts and other operating expenses. There were also instances in which a customer's receivables and the corresponding revenue were overstated for shipments that did not occur. Accounts receivable and allowance for doubtful accounts and the corresponding revenue and other operating expenses have been corrected in the restated consolidated financial statements. The Company also corrected goodwill in the restated consolidated financial statements related to an allowance for doubtful accounts at the acquisition date. Contractor Receivables and Related Reserves The Company identified and corrected certain errors related to its accounting for contractor receivables and related reserves recorded as either contra liabilities or other assets. The Company determined gross contractor receivables were understated because amounts were reported as contra liabilities with no right of offset. The Company also noted that contractor receivables were overstated and other operating expenses understated because the Company, in its original analysis, did not consider all of the relevant information available with respect to historical IC turnover or the collectibility of contractor receivables when a driver was no longer contracted by the Company. Contractor receivables and related reserves and the corresponding other operating expenses have been corrected in the restated consolidated financial statements. Unrecorded Charges and Contingent Liabilities Unrecorded Charges The Company identified and corrected certain errors related to the overstatement of cash and prepaid expenses (including other receivables) and understatement of accounts payable and accrued expenses, which resulted in an understatement of the related other operating expenses. Errors in the cash accounts resulted from certain operating companies failing to complete their bank reconciliations on-time. Errors in the prepaid expense and other current assets, accounts payable, and accrued expense accounts resulted from not amortizing prepaid balances across relevant service periods, not considering collectibility of other receivables (excluding contractor receivables), and not recording expenses in the period incurred. Cash, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities and the related other operating expenses have been corrected in the restated consolidated financial statements. The Company determined that it did not properly establish an accrual for contractor or driver payables incurred but not paid at the acquisition date for one of its operating companies. It was also determined that subsequent accruals were also not established, thereby understating purchase transportation costs. Using actual payment data, the Company determined the accrual for its driver and contractor payables at the date of acquisition and at the end of each subsequent period. Additionally, the Company identified discrepancies between how certain operating companies were recording settlement deductions for ICs resulting in an overstatement of purchased transportation costs and an understatement of other operating expenses. The Company corrected the purchased transportation costs and other operating expenses in the restated consolidated financial statements. The Company also corrected goodwill and intangible assets in the restated consolidated financial statements related to an incorrect allocation recorded at the acquisition date. Lease Purchase Guarantee The Company identified and corrected errors related to its accounting for the lease purchase guarantees it makes for its IC's that lease tractors from certain leasing companies. The Company previously underestimated the default rate under these leases, which resulted in an understatement of accrued expenses, the corresponding prepaid expense, and other operating expenses in subsequent periods. The Company corrected other operating expenses resulting from subsequent amortization of the prepaid expense and increased accrued expense and other liabilities in the restated consolidated financial statements. Contingent Purchase Obligations The Company identified and corrected errors related to its subsequent accounting for contingent purchase obligations related to certain acquisitions. The subsequent adjustments of the contingent purchase obligations were not based on management's best estimate or information available at the time the Company completed its analysis for each period resulting in the misstatement of other operating expenses in particular periods. The Company recorded adjustments to other operating expenses, accrued expenses and other current liabilities, and other long-term liabilities in the restated consolidated financial statements. Insurance Reserves and Related Receivables The Company identified and corrected certain errors related to its accounting for insurance reserves. The Company did not consider certain information available at the time its consolidated financial statements were previously issued, resulting in an understatement of accrued expenses and other current liabilities and related other operating expenses. The Company reviewed claims submitted and paid, as well as claims incurred but not reported for auto liability, workers compensation, and short or damaged cargo to estimate the required reserves. The Company corrected accrued expenses and other current liabilities and other operating expenses for the increased insurance reserves in the restated consolidated financial statements. The Company also recorded receivables from insurers related to some of these claims but over-estimated the amount of the reimbursement, which resulted in an overstatement of prepaid expenses and other current assets and an understatement of other operating expenses. The Company corrected the prepaid expenses and other current assets and other operating expenses in the restated consolidated financial statements. Capital Improvements and Aircraft Spare Parts Capital Improvements The Company identified and corrected errors related to its accounting for capitalized improvements. Specifically, the Company capitalized certain repair and maintenance expenses and other operating expenses that did not extend the useful life of the primary asset. This resulted in an understatement of operating expenses in the period which this occurred and an overstatement of depreciation expense in subsequent periods. Property and equipment and accumulated depreciation and related other operating expenses and depreciation expenses have been corrected in the restated consolidated financial statements. Aircraft Spare Parts The Company identified and corrected certain errors related to its accounting for its spare parts associated with its aircraft fleet, which were previously expensed when purchased as opposed to capitalizing. In connection with the restatement, the Company determined that the cost of the spare parts for its aircraft was material at the acquisition date and should have been capitalized. The Company corrected its accounting policy accordingly. The Company recorded the capitalization of spare parts for aircraft, which increased property and equipment and decreased other operating expenses as the spare parts were purchased. The Company recorded increases to depreciation and amortization in subsequent periods. The Company also increased property and equipment and reduced goodwill to capitalize the spare parts on-hand at acquisition. Income Taxes and Debt Reclassification Income Taxes The Company reviewed the tax impact of the above mentioned restatement adjustments and has recorded the tax effects of these adjustments to taxes receivable, deferred tax assets and liabilities, and provision for income taxes as appropriate. Tax adjustments reflect the nature and timing of the specific accounting adjustments and the ability to amend federal and state income tax returns for tax periods beginning after December 31, 2012. Changes to the Company's effective tax rate are primarily the result of changes to contingent purchase obligations on non-taxable transactions. Debt Reclassification As discussed in Note 6, after considering the effects of the restatement adjustments, the Company was not in compliance with its debt covenants and as such, reclassified all of its long-term debt to current. Additionally, as discussed in Note 1, the Company retrospectively adopted a new methodology for accounting for debt issuance costs in accordance with ASU 2015-03. The Company reclassified debt issuance costs from other noncurrent assets to debt. Impact on Consolidated Statements of Operations The net effect of the restatement described above on the Company's previously issued consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands except per share amounts): For the Year Ended December 31, 2015 As Previously Reported Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,995,019 $ (2,853 ) $ — $ — $ — $ — $ 1,992,166 Operating expenses: Purchased transportation costs 1,315,494 — (5,098 ) — — — 1,310,396 Personnel and related benefits 263,522 — (268 ) — — — 263,254 Other operating expenses 286,443 7,978 16,130 5,672 7,732 — 323,955 Depreciation and amortization 32,323 — — — (697 ) — 31,626 Acquisition transaction expenses 564 — — — — — 564 Total operating expenses 1,898,346 7,978 10,764 5,672 7,035 — 1,929,795 Operating income 96,673 (10,831 ) (10,764 ) (5,672 ) (7,035 ) — 62,371 Interest expense 19,439 — — — — — 19,439 Income before provision for income taxes 77,234 (10,831 ) (10,764 ) (5,672 ) (7,035 ) — 42,932 Provision for income taxes 29,234 — — — — (11,922 ) 17,312 Net income $ 48,000 $ (10,831 ) $ (10,764 ) $ (5,672 ) $ (7,035 ) $ 11,922 $ 25,620 Earnings per share: Basic $ 1.26 $ 0.67 Diluted $ 1.23 $ 0.65 Weighted average common stock outstanding: Basic (1) 37,969 38,179 Diluted (1) 38,974 39,180 (1) As restated amounts for basic and diluted weighted average common stock outstanding have been corrected for a computational error identified. For the Year Ended December 31, 2014 As Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,872,816 $ (346 ) $ — $ — $ — $ — $ 1,872,470 Operating expenses: Purchased transportation costs 1,293,006 — 1,718 — — — 1,294,724 Personnel and related benefits 213,079 — 582 — — — 213,661 Other operating expenses 243,662 8,576 10,204 5,450 3,318 — 271,210 Depreciation and amortization 25,078 — — — (824 ) — 24,254 Acquisition transaction expenses 2,305 — — — — — 2,305 Total operating expenses 1,777,130 8,576 12,504 5,450 2,494 — 1,806,154 Operating income 95,686 (8,922 ) (12,504 ) (5,450 ) (2,494 ) — 66,316 Interest expense 13,363 — — — — — 13,363 Income before provision for income taxes 82,323 (8,922 ) (12,504 ) (5,450 ) (2,494 ) — 52,953 Provision for income taxes 30,349 — — — — (10,106 ) 20,243 Net income $ 51,974 $ (8,922 ) $ (12,504 ) $ (5,450 ) $ (2,494 ) $ 10,106 $ 32,710 Earnings per share: Basic $ 1.37 $ 0.86 Diluted $ 1.32 $ 0.83 Weighted average common stock outstanding: Basic 37,852 37,852 Diluted 39,259 39,259 For the Year Ended December 31, 2013 As Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,361,410 $ — $ — $ — $ — $ — $ 1,361,410 Operating expenses: Purchased transportation costs 944,275 — — — — — 944,275 Personnel and related benefits 151,158 — 777 — — — 151,935 Other operating expenses 163,452 3,270 (3,013 ) 4,118 2,226 — 170,053 Depreciation and amortization 16,311 — — — (867 ) — 15,444 Acquisition transaction expenses 851 — — — — — 851 Total operating expenses 1,276,047 3,270 (2,236 ) 4,118 1,359 — 1,282,558 Operating income 85,363 (3,270 ) 2,236 (4,118 ) (1,359 ) — 78,852 Interest expense 7,883 — — — — — 7,883 Income before provision for income taxes 77,480 (3,270 ) 2,236 (4,118 ) (1,359 ) — 70,969 Provision for income taxes 28,484 — — — — (3,435 ) 25,049 Net income $ 48,996 $ (3,270 ) $ 2,236 $ (4,118 ) $ (1,359 ) $ 3,435 $ 45,920 Earnings per share: Basic $ 1.36 $ 1.27 Diluted $ 1.29 $ 1.21 Weighted average common stock outstanding: Basic 36,133 36,133 Diluted 37,913 37,913 Impact on Consolidated Balance Sheets The net effect of the restatement described above on the Company's previously issued consolidated balance sheets as of December 31, 2015 and 2014 is as follows (in thousands): December 31, 2015 As (1) Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated ASSETS Current assets: Cash and cash equivalents $ 8,664 $ — $ (734 ) $ — $ — $ — $ 7,930 Accounts receivable 272,176 (12,147 ) — — — — 260,029 Deferred income taxes 4,876 — — — — 16,015 20,891 Income tax receivable 11,262 — — — — 9,401 20,663 Prepaid expenses and other current assets 50,839 (112 ) (10,464 ) (2,405 ) (807 ) — 37,051 Total current assets 347,817 (12,259 ) (11,198 ) (2,405 ) (807 ) 25,416 346,564 Property and equipment, net 197,744 — 302 — — (2,682 ) — 195,364 Other assets: Goodwill 691,118 (2,136 ) (530 ) — (9,626 ) 3,984 682,810 Intangible assets, net 76,694 — (1,000 ) — — — 75,694 Other noncurrent assets 12,752 (230 ) 1,368 — — (6,569 ) 7,321 Total other assets 780,564 (2,366 ) (162 ) — (9,626 ) (2,585 ) 765,825 Total assets $ 1,326,125 $ (14,625 ) $ (11,058 ) $ (2,405 ) $ (13,115 ) $ 22,831 $ 1,307,753 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Current maturities of debt $ 15,000 $ — $ — $ — $ — $ 417,830 $ 432,830 Accounts payable 104,357 11,125 684 — — — 116,166 Accrued expenses and other current liabilities 48,657 288 15,225 17,644 — 108 81,922 Total current liabilities 168,014 11,413 15,909 17,644 — 417,938 630,918 Long-term debt, net of current maturities 424,399 — — — — (424,399 ) — Long-term deferred tax liabilities 104,400 — — — — 688 105,088 Other long-term liabilities 16,005 — (697 ) — — — 15,308 Total liabilities 712,818 11,413 15,212 17,644 — (5,773 ) 751,314 Commitments and contingencies (Note 12) Stockholders' investment: Common stock 383 — — — — — 383 Additional paid-in capital 397,253 — — — — — 397,253 Retained earnings 215,671 (26,038 ) (26,270 ) (20,049 ) (13,115 ) 28,604 158,803 Total stockholders’ investment 613,307 (26,038 ) (26,270 ) (20,049 ) (13,115 ) 28,604 556,439 Total liabilities and stockholders' investment $ 1,326,125 $ (14,625 ) $ (11,058 ) $ (2,405 ) $ (13,115 ) $ 22,831 $ 1,307,753 (1) As previously reported balances have been revised to separate taxes receivable from prepaid expenses and other current assets and long-term deferred tax liabilities from other long-term liabilities. December 31, 2014 As (1) Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated ASSETS Current assets: Cash and cash equivalents $ 11,345 $ — $ (536 ) $ — $ — $ — $ 10,809 Accounts receivable 284,379 (7,017 ) — — — — 277,362 Deferred income taxes 8,607 — — — — 8,896 17,503 Income tax receivable 7,540 — — — — 6,103 13,643 Prepaid expenses and other current assets 39,118 (457 ) (6,772 ) (2,067 ) — — 29,822 Total current assets 350,989 (7,474 ) (7,308 ) (2,067 ) — 14,999 349,139 Property and equipment, net 146,850 — — — 3,546 — 150,396 Other assets: Goodwill 669,652 (783 ) 1,894 — (9,626 ) 3,540 664,677 Intangible assets, net 79,878 — (1,000 ) — — — 78,878 Other noncurrent assets 10,451 (140 ) 3,292 — — (6,055 ) 7,548 Total other assets 759,981 (923 ) 4,186 — (9,626 ) (2,515 ) 751,103 Total assets 1,257,820 (8,397 ) (3,122 ) (2,067 ) (6,080 ) 12,484 1,250,638 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Current maturities of debt 10,000 — — — — 413,945 423,945 Accounts payable 118,743 6,810 1,269 — — 126,822 Accrued expenses and other current liabilities 42,352 — 11,938 12,310 — — 66,600 Total current liabilities 171,095 6,810 13,207 12,310 — 413,945 617,367 Long-term debt, net of current maturities 420,000 — — — — (420,000 ) — Long-term deferred tax liabilities 94,338 — — — — 1,857 96,195 Other long-term liabilities 13,612 — (823 ) — — — 12,789 Total liabilities 699,045 6,810 12,384 12,310 — (4,198 ) 726,351 Commitments and contingencies (Note 12) Stockholders' investment: Common stock 379 — — — — — 379 Additional paid-in capital 390,725 — — — — — 390,725 Retained earnings 167,671 (15,207 ) (15,506 ) (14,377 ) (6,080 ) 16,682 133,183 Total stockholders’ investment 558,775 (15,207 ) (15,506 ) (14,377 ) (6,080 ) 16,682 524,287 Total liabilities and stockholders' investment $ 1,257,820 $ (8,397 ) $ (3,122 ) $ (2,067 ) $ (6,080 ) $ 12,484 $ 1,250,638 (1) As previously reported balances have been revised to separate taxes receivable from prepaid expenses and other current assets and long-term deferred tax liabilities from other long-term liabilities. Cumulative Effect of Prior Period Adjustments The following table presents the impact of the restatement on the Company's beginning retained earnings and other stockholders' investment balances, cumulatively to reflect adjustments recorded to all periods prior to January 1, 2013 (in thousands, except shares): Common Stock Shares Amount Additional Paid-In Capital Retained Earnings Total Stockholders'Investment BALANCE, January 1, 2013 (as previously reported) 34,371,497 $ 344 $ 325,034 $ 66,701 $ 392,079 Receivables & related reserves — — — (3,015 ) (3,015 ) Unrecorded charges & contingent liabilities — — — (5,238 ) (5,238 ) Insurance reserves & related receivables — — — (4,809 ) (4,809 ) Capital improvements & aircraft spare parts — — — (2,227 ) (2,227 ) Income taxes & debt reclassification — — — 3,141 3,141 BALANCE, January 1, 2013 (as restated) 34,371,497 $ 344 $ 325,034 $ 54,553 $ 379,931 Impact on Consolidated Statements of Cash Flows The net effect of the restatement described above on the Company's previously issued consolidated statements of cash flows for the years ended December 31, 2015, 2014, and 2013 is as follows (in thousands): For the Year Ended December 31, 2015 As Adjustments As Restated Cash flows from operating activities: Net income $ 48,000 $ (22,380 ) $ 25,620 Depreciation and amortization 34,608 (697 ) 33,911 (Gain) loss on disposal of buildings and equipment (424 ) 1,724 1,300 Share-based compensation 2,500 — 2,500 Adjustments to contingent purchase obligation — (2,931 ) (2,931 ) Provision for bad debts 3,010 1,806 4,816 Excess tax benefit on share-based compensation (1,175 ) — (1,175 ) Deferred tax provision 10,534 (7,780 ) 2,754 Changes in (net of acquisitions): Accounts receivable 13,984 5,057 19,041 Income tax receivable — (7,020 ) (7,020 ) Prepaid expenses and other assets (17,603 ) 11,575 (6,028 ) Accounts payable (15,658 ) 3,729 (11,929 ) Accrued expenses and other liabilities (4,414 ) 11,769 7,355 Net cash provided by operating activities 73,362 (5,148 ) 68,214 Cash flows from investing activities: Acquisition of business, net of cash acquired (32,765 ) — (32,765 ) Capital expenditures (54,859 ) 4,875 (49,984 ) Proceeds from sale of buildings and equipment 6,080 (2 ) 6,078 Net cash used in investing activities (81,544 ) 4,873 (76,671 ) Cash flows from financing activities: Net cash provided by financing activities 5,501 77 5,578 Net decrease in cash and cash equivalents (2,681 ) (198 ) (2,879 ) Cash and cash equivalents: Beginning of period 11,345 (536 ) 10,809 End of period $ 8,664 $ (734 ) $ 7,930 For the Year Ended December 31, 2014 As Adjustments As Restated Cash flows from operating activities: Net income $ 51,974 $ (19,264 ) $ 32,710 Depreciation and amortization 27,145 (824 ) 26,321 (Gain) loss on disposal of buildings and equipment (106 ) 315 209 Share-based compensation 2,255 — 2,255 Adjustments to contingent purchase obligation — (1,722 ) (1,722 ) Provision for bad debts 4,499 5,154 9,653 Excess tax benefit on share-based compensation (1,441 ) — (1,441 ) Deferred tax provision 7,512 (5,045 ) 2,467 Changes in (net of acquisitions): Accounts receivable (44,520 ) 892 (43,628 ) Income tax receivable — (5,899 ) (5,899 ) Prepaid expenses and other assets (5,180 ) 145 (5,035 ) Accounts payable 10,877 4,044 14,921 Accrued expenses and other liabilities (12,385 ) 18,802 6,417 Net cash provided by operating activities 40,630 (3,402 ) 37,228 Cash flows from investing activities: Acquisition of business, net of cash acquired (230,818 ) — (230,818 ) Capital expenditures (44,977 ) 3,002 (41,975 ) Proceeds from sale of buildings and equipment 6,951 — 6,951 Net cash used in investing activities (268,844 ) 3,002 (265,842 ) Cash flows from financing activities: Net cash provided by financing activities 234,121 (136 ) 233,985 Net (decrease) increase in cash and cash equivalents 5,907 (536 ) 5,371 Cash and cash equivalents: Beginning of period 5,438 — 5,438 End of period $ 11,345 $ (536 ) $ 10,809 For the Year Ended December 31, 2013 As Adjustments As Restated Cash flows from operating activities: Net income $ 48,996 $ (3,076 ) $ 45,920 Depreciation and amortization 18,490 (866 ) 17,624 (Gain) loss on disposal of buildings and equipment (1,343 ) (61 ) (1,404 ) Share-based compensation 1,503 — 1,503 Adjustments to contingent purchase obligation — (10,443 ) (10,443 ) Provision for bad debts 2,934 790 3,724 Excess tax benefit on share-based compensation (4,297 ) — (4,297 ) Deferred tax provision 8,280 (2,403 ) 5,877 Changes in (net of acquisitions): Accounts receivable (28,891 ) 88 (28,803 ) Income tax receivable — (5,079 ) (5,079 ) Prepaid expenses and other assets (6,205 ) (1,562 ) (7,767 ) Accounts payable (380 ) 825 445 Accrued expenses and other liabilities (2,964 ) 19,308 16,344 Net cash provided by operating activities 36,123 (2,479 ) 33,644 Cash flows from investing activities: Acquisition of business, net of cash acquired (100,648 ) — (100,648 ) Capital expenditures (31,546 ) 2,179 (29,367 ) Proceeds from sale of buildings and equipment 5,121 — 5,121 Net cash used in investing activities (127,073 ) 2,179 (124,894 ) Cash flows from financing activities: Net cash provided by financing activities 84,480 300 84,780 Net decrease in cash and cash equivalents (6,470 ) — (6,470 ) Cash and cash equivalents: Beginning of period 11,908 — 11,908 End of period $ 5,438 $ — $ 5,438 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Following the Company's press release on January 30, 2017, three putative class actions were filed in the United States District Court for the Eastern District of Wisconsin on behalf of a class of persons who acquired common stock of the Company between May 8, 2014 and January 30, 2017, inclusive. The Complaints allege that the Company, Mark A. DiBlasi, and Peter R. Armbruster violated Section 10(b) of the Exchange Act, and Messrs. DiBlasi and Armbruster violated Section 20(a) of the Exchange Act, by making materially false or misleading statements, or failing to disclose material facts, regarding the Company's internal control over financial reporting and financial statements. The Complaints seek certification as a class action, compensatory damages, and attorney’s fees and costs. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation , and appointed Public Employees’ Retirement System as lead plaintiff. Counsel for lead plaintiff has advised the Company of their intent to file a consolidated Amended Complaint after the Company issues its restated financial statements. On May 25, 2017, Richard Flanagan filed a complaint alleging derivative claims on the Company's behalf in the Circuit Court of Milwaukee County, State of Wisconsin (Case No. 17-cv-004401) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, and Brian van Helden. Count I of the Complaint alleges the Director Defendants breached their fiduciary duties by “knowingly failing to ensure that the Company implemented and maintained adequate internal controls over its accounting and financial reporting functions,” and seeks unspecified damages. Count II of the Complaint alleges the Officer Defendants DiBlasi, Armbruster, and van Helden received substantial performance-based compensation and bonuses for fiscal year 2014 that should be disgorged. The action has been stayed by agreement pending a decision on an anticipated motion to dismiss the Amended Complaint to be filed in the securities class action described above. On June 28, 2017, Jesse Kent filed a complaint alleging derivative claims on the Company's behalf and class action claims in the United States District Court for the Eastern District of Wisconsin (Case No. 17-cv-00893-PP) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, Brian van Helden, Scott Dobak, and Ralph Kittle. Count I of the complaint alleges the Individual Defendants other than Armbruster, Dobak, Evans, Kittle, and van Helden, violated Section 14(a) of the Exchange Act by making false and misleading statements in proxies concerning the Company's financial statements and internal controls. Count II of the Complaint alleges: (i) all the Individual Defendants breached their fiduciary duties of good faith, candor, and loyalty by creating a culture of lawlessness; (ii) the Officer Defendants knew, were reckless, or were grossly negligent in not knowing that the Company lacked effective internal controls and the financial statements were inaccurate; (iii) the Director Defendants other than Dobak and Kittle breached their duty of loyalty by recklessly permitting the improper statements concerning the Company's internal controls and its financial statements; (iv) the Director Defendants other than Dobak and Kittle breached their fiduciary duty and committed the ultra vires act of appointing the interlocking director defendant Dobak to the Company's Board of Directors in violation of Section 8 of the Clayton Act; and (v) the Audit Committee Defendants breached their fiduciary duty of loyalty by approving the statements concerning the Company's internal controls and financial statements. Count III of the Complaint alleges all the Individual Defendants wasted corporate assets by: (i) spending hundreds of millions of dollars to purchase various companies in connection with its alleged reckless growth-through-acquisition strategy; (ii) forcing the Company to have to defend itself in the securities fraud lawsuits; and (iii) paying improper compensation and bonuses to certain of the executive officers and directors who breached their fiduciary duty. Count IV of the Complaint alleges all the Individual Defendants were unjustly enriched as a result of the compensation and director remuneration they received while breaching their fiduciary duties. Count V of the Complaint alleges a direct claim against the current directors based on the Company's failure to hold an annual meeting of stockholders by June 18, 2017 (13 months after its previous annual meeting of stockholders). The complaint seeks judgment awarding unspecified damages, directing the Company to make certain corporate governance changes, awarding restitution, ordering disgorgement, directing the Company to hold its annual meeting of stockholders, and directing the Board of Directors to remove Dobak from the Board. On September 29, 2017, all the Defendants filed a motion to dismiss the complaint. The motion is being held in abeyance pending the Company filing its restated consolidated financial statements. On December 22, 2017, Chester County Employees Retirement Fund filed a Complaint alleging derivative claims on the Company's behalf in the United States District Court for the Eastern District of Wisconsin (Case No. 2:17-cv-01788-NJ) against the same defendants as those named in the Kent action. The allegations are substantially the same as those in the Kent Complaint. In addition, subsequent to the Company's announcement that certain previously filed financial statements should not be relied upon, the Company was contacted by the SEC, FINRA, and the Department of Justice. The Department of Justice and Division of Enforcement of the SEC have commenced investigations into the events giving rise to the restatement. The Company has received formal requests for documents and other information. The Company is cooperating fully with all of these agencies. The Company is unable to estimate the costs associated with the above matters at this time. |
Organization, Nature of Busin23
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three segments: Truckload Logistics (“TL”); Less-than-Truckload (“LTL”); and Global Solutions. Within its TL business, the Company operates a network of 49 TL service centers, and 24 dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 47 LTL service centers throughout the United States, complemented by relationships with over 180 delivery agents. Within its Global Solutions business, the Company operates from seven service centers and 10 dispatch offices, and four freight consolidation and inventory management centers throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2015 , all subsidiaries were 100% owned and all intercompany balances and transactions have been eliminated in consolidation. The financial statements include the adjustments associated with the restatement on previously issued financial statements disclosed in Note 15 and the changes in accounting principle and segments noted below. |
Use of Estimates | Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TL; LTL; and Global Solutions. In 2016, the Company realigned two of its operating companies to different existing segments based on consideration of services provided and consistent with how the business is viewed by the chief operating decision maker. The change in segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been retrospectively revised to align with the new segment structure. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. Cash equivalents consist of overnight investments in an interest bearing sweep account. |
Account Receivable | Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $14.0 million and $10.8 million as of December 31, 2015 and 2014 , respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-30 years Computer equipment and software 3-5 years Office equipment, furniture, and fixtures 3-15 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-7 years Aircraft fleet and spare parts 3-8 years Accelerated depreciation methods are used for tax reporting purposes. Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. Spare Parts for Aircraft Fleet Spare parts for aircraft fleet are categorized into several categories: rotables, repairables, expendables, and materials and supplies. Rotable and repairable spare parts for aircraft fleet are typically significant in value, can be repaired and re-used, and generally have an expected useful life consistent with the aircraft fleet these parts support. Spare parts for aircraft fleet are recorded at cost and depreciated over the lesser of the life of the aircraft fleet or spare part. The cost of repairing the aircraft fleet spare parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually on July 1 using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. The Company has four reporting units as this is the lowest level for which discrete financial information is prepared and regularly reviewed by segment management. The impairment test for goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying amount. For purposes of the Company’s impairment test, the fair value of its reporting units is calculated based upon an average of an income fair value approach and market fair value approach. Based on these tests, the Company concluded that the fair value for each of the reporting units was in excess of the respective reporting unit’s carrying value. Accordingly, no goodwill impairments were identified in 2015 , 2014 , or 2013 . Other intangible assets recorded consist primarily of definite lived customer relationships. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. No indicators of impairment were identified in 2015 , 2014 , or 2013 . See Note 4 for additional information on the Company's goodwill and intangible assets. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs represent costs incurred in connection with the financing agreement described in Note 6. The unamortized debt issuance costs aggregate to $6.6 million and $6.1 million as of December 31, 2015 and 2014 , respectively, and as noted above, have been classified as a reduction to debt in the consolidated balance sheets. Such costs are being amortized over the expected maturity of the financing agreements using the effective interest rate method. |
Share-Based Compensation | Share-Based Compensation The Company’s share-based payment awards are comprised of stock options, restricted stock units, and performance restricted stock units. The cost for the Company’s stock options is measured at fair value using the Black-Scholes option pricing model. The cost for restricted stock units and performance restricted stock units is measured using the stock price at the grant date. The cost is recognized over the vesting period of the award, which is typically four years . The amount of costs recognized for performance restricted stock units over the vesting period is dependent on the Company meeting the pre-established financial performance goals. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of cash approximates cost. The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2015 and 2014 as the debt agreement bears interest based on prevailing variable market rates currently available and as such would be categorized as a Level 2 in the fair value hierarchy as defined in Note 5. |
Revenue Recognition | Revenue Recognition TL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; the Company’s obligation to fulfill a transaction is complete; and collection of revenue is reasonably assured. This occurs when the Company completes the delivery of a shipment or the service has been fulfilled. LTL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured. The Company recognizes revenue based on a percentage of services completed for freight in-transit as of the balance sheet date. Global Solutions revenue is recorded when the shipment has been delivered by a third-party carrier. Fees for services revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. The Company offers volume discounts to certain customers. Revenue is reduced as discounts are earned. In some instances, the Company performs multiple services. Typically separate fees are quoted and recognized as revenue when services are rendered. Occasionally, customers request an all-inclusive “door-to-door” fee for a set of services and revenue is allocated to the elements and recognized as each service is completed. The Company typically recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process, and (4) taking the risk of loss for collection, delivery, and returns. Certain Global Solutions transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. |
Insurance | Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. |
Lease Purchase Guarantee | Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. As noted above, the Company adopted ASU 2015-03 in January 2016. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, Simplifying the Accounting Measurement-Period Adjustments (Topic 805), which is effective for the Company in 2016. The amendments eliminate the requirement to retrospectively account for measurement period adjustments. The acquirer must record, in the period identified, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the changes to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The acquirer must present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in the current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. Adoption of the revised Accounting Standard will require some additional disclosures in the footnotes to the consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update no. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which is effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendment. The amendments may either be applied prospectively or retrospectively. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. |
Organization, Nature of Busin24
Organization, Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reserves for Accounts Receivable | The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Beginning balance $ 10,775 $ 4,571 $ 2,300 Provision, charged to expense 4,816 9,653 3,724 Write-offs, less recoveries (1,565 ) (3,449 ) (1,453 ) Ending balance $ 14,026 $ 10,775 $ 4,571 |
Property, Plant and Equipment | For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-30 years Computer equipment and software 3-5 years Office equipment, furniture, and fixtures 3-15 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-7 years Aircraft fleet and spare parts 3-8 years Property and equipment consisted of the following as of December 31 (in thousands): 2015 2014 Land $ 4,721 $ 3,373 Buildings and leasehold improvements 17,553 12,567 Computer equipment and software 40,683 29,239 Office equipment, furniture, and fixtures 4,259 5,545 Dock, warehouse, and other equipment 9,815 8,279 Tractors and trailers 156,953 117,798 Aircraft fleet and spare parts 26,160 18,672 Property and equipment, gross 260,144 195,473 Less: Accumulated depreciation 64,780 45,077 Property and equipment, net $ 195,364 $ 150,396 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-30 years Computer equipment and software 3-5 years Office equipment, furniture, and fixtures 3-15 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-7 years Aircraft fleet and spare parts 3-8 years Property and equipment consisted of the following as of December 31 (in thousands): 2015 2014 Land $ 4,721 $ 3,373 Buildings and leasehold improvements 17,553 12,567 Computer equipment and software 40,683 29,239 Office equipment, furniture, and fixtures 4,259 5,545 Dock, warehouse, and other equipment 9,815 8,279 Tractors and trailers 156,953 117,798 Aircraft fleet and spare parts 26,160 18,672 Property and equipment, gross 260,144 195,473 Less: Accumulated depreciation 64,780 45,077 Property and equipment, net $ 195,364 $ 150,396 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of allocated purchase price paid to fair value of acquired net assets | The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 and 2013 acquisitions, in the aggregate (in thousands): 2014 Acquisitions 2013 Acquisitions Accounts receivable $ 69,857 $ 27,892 Other current assets 9,335 921 Property and equipment 39,604 14,392 Goodwill 146,279 77,980 Customer relationship intangible assets 54,347 19,727 Other noncurrent assets — 12 Accounts payable and other liabilities (88,517 ) (40,276 ) Total $ 230,905 $ 100,648 |
2,013 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma financial information of the Company for the year ended December 31, 2013 includes the results of operations for the 2013 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2012 (in thousands): Year Ended December 31, 2013 Revenues $ 1,466,405 Net income $ 46,061 |
2,014 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 2014 and 2013 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2013 (in thousands): Year Ended December 31, 2014 2013 Revenues $ 2,103,346 $ 1,781,305 Net income $ 40,514 $ 54,367 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | The following is a rollforward of goodwill from December 31, 2013 to December 31, 2015 by segment (in thousands): TL LTL Global Solutions Total Goodwill balance as of December 31, 2013 $ 134,755 $ 197,312 $ 187,383 $ 519,450 Adjustments to goodwill for purchase accounting (1,416 ) — 364 (1,052 ) Goodwill related to acquisitions 103,246 — 43,033 146,279 Goodwill balance as of December 31, 2014 $ 236,585 $ 197,312 230,780 664,677 Adjustments to goodwill for purchase accounting 984 — (222 ) 762 Goodwill related to acquisitions 17,371 — — 17,371 Goodwill balance as of December 31, 2015 $ 254,940 $ 197,312 $ 230,558 $ 682,810 |
Intangible assets | Intangible assets were as follows as of December 31 (in thousands): 2015 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 57,468 $ (9,714 ) $ 47,754 $ 52,268 $ (5,093 ) $ 47,175 LTL 1,358 (1,017 ) 341 1,358 (950 ) 408 Global Solutions 38,427 (10,828 ) 27,599 38,427 (7,132 ) 31,295 Total intangible assets $ 97,253 $ (21,559 ) $ 75,694 $ 92,053 $ (13,175 ) $ 78,878 |
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2015 is as follows (in thousands): Amount Year Ending: 2016 $ 8,614 2017 8,494 2018 8,230 2019 7,926 2020 7,554 Thereafter 34,876 Total $ 75,694 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial liabilities measured at fair value on a recurring basis | The following table presents information, as of December 31, 2015 and 2014 , about the Company’s financial liabilities (in thousands): December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase obligation related to acquisitions $ — $ — $ 4,913 $ 4,913 Total liabilities at fair value $ — $ — $ 4,913 $ 4,913 December 31, 2014 Level 1 Level 2 Level 3 Fair Value Contingent purchase obligation related to acquisitions $ — $ — $ 6,842 $ 6,842 Total liabilities at fair value $ — $ — $ 6,842 $ 6,842 |
Schedule of reconciliation of beginning and ending Level 3 financial liability balance | The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three years ended December 31 (in thousands): 2015 2014 2013 Balance, beginning of period $ 6,842 $ 13,005 $ 20,907 Contingent purchase obligation recorded on the opening balance sheet 4,114 — 4,288 Payment of contingent purchase obligations (3,317 ) (4,804 ) (2,407 ) Interest expense 205 363 660 Adjustments to contingent purchase obligations (1) (2,931 ) (1,722 ) (10,443 ) Balance, end of period $ 4,913 $ 6,842 $ 13,005 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the consolidated statements of operations. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | Debt consisted of the following at December 31 (in thousands): 2015 2014 Senior debt: Revolving credit facility $ 143,149 $ 235,000 Term loans 296,250 195,000 Total debt 439,399 430,000 Less: Debt issuance costs (6,569 ) (6,055 ) Total debt, net of debt issuance costs 432,830 423,945 Less: Current maturities (432,830 ) (423,945 ) Total debt, net of current maturities $ — $ — |
Schedule of Maturities of Long-term Debt | Maturities for each of the next five years based on debt as of December 31, 2015 are as follows (in thousands): Amount Year Ending: 2016 $ 439,399 Total $ 439,399 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2015 (in thousands): Amount Year Ending: 2016 $ 5,881 2017 3,448 2018 2,513 2019 1,869 2020 204 Thereafter 21 Total minimum lease payments 13,936 Less: amount representing interest (1,472 ) Present value of net minimum lease payments (1) $ 12,464 (1) Reflected in the consolidated balance sheets as $5.2 million of accrued expenses and other current liabilities and $7.3 million of other long-term liabilities. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of RSU Activity | The following table summarizes the nonvested restricted stock units as of December 31, 2015 and 2014 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2013 279,471 $ 21.76 2.8 Granted 169,300 22.89 Vested (87,061 ) 20.30 Forfeitures (29,574 ) 22.25 Nonvested as of December 31, 2014 332,136 $ 22.76 2.5 Granted 19,051 23.60 Vested (111,180 ) 21.34 Forfeitures (31,232 ) 23.17 Nonvested as of December 31, 2015 208,775 $ 23.75 1.7 |
Schedule of Option Activity | A summary of the option activity under the equity plans for the years ended December 31, 2015 and 2014 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2013 855,817 $ 13.67 3.0 $ 11,365 Granted — — Exercised (300,716 ) 11.35 Forfeited — — Outstanding as of December 31, 2014 555,101 $ 14.92 1.7 $ 4,680 Granted — — Exercised (265,734 ) 15.09 Forfeited — — Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding | The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands): Year Ended December 31, 2015 2014 2013 Basic weighted average common stock outstanding 38,179 37,852 36,133 Effect of dilutive securities: Employee stock options 72 169 424 Warrants 885 1,183 1,285 Restricted Stock Units 44 55 71 Diluted weighted average common stock outstanding 39,180 39,259 37,913 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s provision for income taxes were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ 10,931 $ 14,922 $ 16,490 Foreign, state and local 3,627 2,854 2,682 Deferred: Federal 1,874 2,388 5,160 Foreign, state and local 880 79 717 Provision for income taxes $ 17,312 $ 20,243 $ 25,049 |
Schedule of Effective Income Tax Reconciliation | The Company’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income as shown in the following reconciliations (in thousands): Year Ended December 31, 2015 2014 2013 Statutory federal rate $ 15,026 $ 18,534 $ 24,839 Meals and entertainment 287 247 227 State income taxes — net of federal benefit 1,294 1,348 2,037 Contingent purchase obligation adjustments (955 ) (408 ) (2,736 ) Change in valuation allowance 99 126 (3 ) Other 1,561 396 685 Total $ 17,312 $ 20,243 $ 25,049 |
Schedule of Deferred Tax Assets and Liabilities | The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): 2015 2014 Current deferred income tax assets: Accounts receivable $ 5,701 $ 6,765 Accrued expenses and other current liabilities 15,190 10,738 Total $ 20,891 $ 17,503 Noncurrent deferred income tax assets (liabilities): Net operating losses $ 726 $ 726 Goodwill and intangible assets (64,747 ) (63,777 ) Property and equipment (41,187 ) (33,508 ) Deferred compensation 449 593 Total $ (104,759 ) $ (95,966 ) Valuation allowance (329 ) (229 ) Total, net of valuation allowance $ (105,088 ) $ (96,195 ) |
Commitments and Contingencies C
Commitments and Contingencies Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2015 (in thousands): Year Ending: Amount 2016 $ 48,117 2017 39,236 2018 32,059 2019 17,813 2020 11,402 Thereafter 20,203 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of financial data of reportable segments | The following table reflects certain financial data of the Company’s segments, which has been adjusted for the effects of the restatement described in Note 15 (in thousands): Year Ended December 31, 2015 2014 2013 Revenues: TL $ 1,128,390 $ 943,055 $ 587,371 LTL 515,328 577,175 558,971 Global Solutions 377,137 367,423 224,831 Eliminations (28,689 ) (15,183 ) (9,763 ) Total $ 1,992,166 $ 1,872,470 $ 1,361,410 Operating income: TL $ 48,717 $ 42,187 $ 31,486 LTL 15,438 17,929 34,222 Global Solutions 28,268 26,242 25,450 Corporate (30,052 ) (20,042 ) (12,306 ) Total operating income 62,371 66,316 78,852 Interest expense 19,439 13,363 7,883 Income before provision for income taxes $ 42,932 $ 52,953 $ 70,969 Depreciation and amortization: TL $ 22,587 $ 15,285 $ 9,074 LTL 2,801 2,964 3,009 Global Solutions 4,903 4,868 3,115 Corporate 1,335 1,137 246 Total $ 31,626 $ 24,254 $ 15,444 Capital expenditures (1) : TL $ 48,527 $ 32,525 $ 21,575 LTL 11,367 5,147 4,254 Global Solutions 429 1,715 545 Corporate 2,078 2,588 2,993 Total $ 62,401 $ 41,975 $ 29,367 (1) The total capital expenditures for the year ended December 31, 2015 includes both the cash and non-cash portions as reflected in the Consolidated Statement of Cash Flows. December 31, 2015 2014 2013 Total assets: TL $ 656,491 $ 594,296 $ 299,156 LTL 330,203 326,489 304,027 Global Solutions 317,453 330,559 254,449 Corporate 8,057 6,050 3,869 Eliminations (1) (4,451 ) (6,756 ) (2,009 ) Total $ 1,307,753 $ 1,250,638 $ 859,492 (1) Eliminations represents intercompany trade receivable balances between the three segments. |
Restatement of Previously Iss35
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Impact on Consolidated Statements of Operations The net effect of the restatement described above on the Company's previously issued consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands except per share amounts): For the Year Ended December 31, 2015 As Previously Reported Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,995,019 $ (2,853 ) $ — $ — $ — $ — $ 1,992,166 Operating expenses: Purchased transportation costs 1,315,494 — (5,098 ) — — — 1,310,396 Personnel and related benefits 263,522 — (268 ) — — — 263,254 Other operating expenses 286,443 7,978 16,130 5,672 7,732 — 323,955 Depreciation and amortization 32,323 — — — (697 ) — 31,626 Acquisition transaction expenses 564 — — — — — 564 Total operating expenses 1,898,346 7,978 10,764 5,672 7,035 — 1,929,795 Operating income 96,673 (10,831 ) (10,764 ) (5,672 ) (7,035 ) — 62,371 Interest expense 19,439 — — — — — 19,439 Income before provision for income taxes 77,234 (10,831 ) (10,764 ) (5,672 ) (7,035 ) — 42,932 Provision for income taxes 29,234 — — — — (11,922 ) 17,312 Net income $ 48,000 $ (10,831 ) $ (10,764 ) $ (5,672 ) $ (7,035 ) $ 11,922 $ 25,620 Earnings per share: Basic $ 1.26 $ 0.67 Diluted $ 1.23 $ 0.65 Weighted average common stock outstanding: Basic (1) 37,969 38,179 Diluted (1) 38,974 39,180 (1) As restated amounts for basic and diluted weighted average common stock outstanding have been corrected for a computational error identified. For the Year Ended December 31, 2014 As Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,872,816 $ (346 ) $ — $ — $ — $ — $ 1,872,470 Operating expenses: Purchased transportation costs 1,293,006 — 1,718 — — — 1,294,724 Personnel and related benefits 213,079 — 582 — — — 213,661 Other operating expenses 243,662 8,576 10,204 5,450 3,318 — 271,210 Depreciation and amortization 25,078 — — — (824 ) — 24,254 Acquisition transaction expenses 2,305 — — — — — 2,305 Total operating expenses 1,777,130 8,576 12,504 5,450 2,494 — 1,806,154 Operating income 95,686 (8,922 ) (12,504 ) (5,450 ) (2,494 ) — 66,316 Interest expense 13,363 — — — — — 13,363 Income before provision for income taxes 82,323 (8,922 ) (12,504 ) (5,450 ) (2,494 ) — 52,953 Provision for income taxes 30,349 — — — — (10,106 ) 20,243 Net income $ 51,974 $ (8,922 ) $ (12,504 ) $ (5,450 ) $ (2,494 ) $ 10,106 $ 32,710 Earnings per share: Basic $ 1.37 $ 0.86 Diluted $ 1.32 $ 0.83 Weighted average common stock outstanding: Basic 37,852 37,852 Diluted 39,259 39,259 For the Year Ended December 31, 2013 As Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated Revenues $ 1,361,410 $ — $ — $ — $ — $ — $ 1,361,410 Operating expenses: Purchased transportation costs 944,275 — — — — — 944,275 Personnel and related benefits 151,158 — 777 — — — 151,935 Other operating expenses 163,452 3,270 (3,013 ) 4,118 2,226 — 170,053 Depreciation and amortization 16,311 — — — (867 ) — 15,444 Acquisition transaction expenses 851 — — — — — 851 Total operating expenses 1,276,047 3,270 (2,236 ) 4,118 1,359 — 1,282,558 Operating income 85,363 (3,270 ) 2,236 (4,118 ) (1,359 ) — 78,852 Interest expense 7,883 — — — — — 7,883 Income before provision for income taxes 77,480 (3,270 ) 2,236 (4,118 ) (1,359 ) — 70,969 Provision for income taxes 28,484 — — — — (3,435 ) 25,049 Net income $ 48,996 $ (3,270 ) $ 2,236 $ (4,118 ) $ (1,359 ) $ 3,435 $ 45,920 Earnings per share: Basic $ 1.36 $ 1.27 Diluted $ 1.29 $ 1.21 Weighted average common stock outstanding: Basic 36,133 36,133 Diluted 37,913 37,913 Impact on Consolidated Balance Sheets The net effect of the restatement described above on the Company's previously issued consolidated balance sheets as of December 31, 2015 and 2014 is as follows (in thousands): December 31, 2015 As (1) Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated ASSETS Current assets: Cash and cash equivalents $ 8,664 $ — $ (734 ) $ — $ — $ — $ 7,930 Accounts receivable 272,176 (12,147 ) — — — — 260,029 Deferred income taxes 4,876 — — — — 16,015 20,891 Income tax receivable 11,262 — — — — 9,401 20,663 Prepaid expenses and other current assets 50,839 (112 ) (10,464 ) (2,405 ) (807 ) — 37,051 Total current assets 347,817 (12,259 ) (11,198 ) (2,405 ) (807 ) 25,416 346,564 Property and equipment, net 197,744 — 302 — — (2,682 ) — 195,364 Other assets: Goodwill 691,118 (2,136 ) (530 ) — (9,626 ) 3,984 682,810 Intangible assets, net 76,694 — (1,000 ) — — — 75,694 Other noncurrent assets 12,752 (230 ) 1,368 — — (6,569 ) 7,321 Total other assets 780,564 (2,366 ) (162 ) — (9,626 ) (2,585 ) 765,825 Total assets $ 1,326,125 $ (14,625 ) $ (11,058 ) $ (2,405 ) $ (13,115 ) $ 22,831 $ 1,307,753 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Current maturities of debt $ 15,000 $ — $ — $ — $ — $ 417,830 $ 432,830 Accounts payable 104,357 11,125 684 — — — 116,166 Accrued expenses and other current liabilities 48,657 288 15,225 17,644 — 108 81,922 Total current liabilities 168,014 11,413 15,909 17,644 — 417,938 630,918 Long-term debt, net of current maturities 424,399 — — — — (424,399 ) — Long-term deferred tax liabilities 104,400 — — — — 688 105,088 Other long-term liabilities 16,005 — (697 ) — — — 15,308 Total liabilities 712,818 11,413 15,212 17,644 — (5,773 ) 751,314 Commitments and contingencies (Note 12) Stockholders' investment: Common stock 383 — — — — — 383 Additional paid-in capital 397,253 — — — — — 397,253 Retained earnings 215,671 (26,038 ) (26,270 ) (20,049 ) (13,115 ) 28,604 158,803 Total stockholders’ investment 613,307 (26,038 ) (26,270 ) (20,049 ) (13,115 ) 28,604 556,439 Total liabilities and stockholders' investment $ 1,326,125 $ (14,625 ) $ (11,058 ) $ (2,405 ) $ (13,115 ) $ 22,831 $ 1,307,753 (1) As previously reported balances have been revised to separate taxes receivable from prepaid expenses and other current assets and long-term deferred tax liabilities from other long-term liabilities. December 31, 2014 As (1) Receivables & Related Reserves Unrecorded Charges & Contingent Liabilities Insurance Reserves & Related Receivables Capital Improvements & Aircraft Spare Parts Income Taxes & Debt Reclassification As Restated ASSETS Current assets: Cash and cash equivalents $ 11,345 $ — $ (536 ) $ — $ — $ — $ 10,809 Accounts receivable 284,379 (7,017 ) — — — — 277,362 Deferred income taxes 8,607 — — — — 8,896 17,503 Income tax receivable 7,540 — — — — 6,103 13,643 Prepaid expenses and other current assets 39,118 (457 ) (6,772 ) (2,067 ) — — 29,822 Total current assets 350,989 (7,474 ) (7,308 ) (2,067 ) — 14,999 349,139 Property and equipment, net 146,850 — — — 3,546 — 150,396 Other assets: Goodwill 669,652 (783 ) 1,894 — (9,626 ) 3,540 664,677 Intangible assets, net 79,878 — (1,000 ) — — — 78,878 Other noncurrent assets 10,451 (140 ) 3,292 — — (6,055 ) 7,548 Total other assets 759,981 (923 ) 4,186 — (9,626 ) (2,515 ) 751,103 Total assets 1,257,820 (8,397 ) (3,122 ) (2,067 ) (6,080 ) 12,484 1,250,638 LIABILITIES AND STOCKHOLDERS’ INVESTMENT Current liabilities: Current maturities of debt 10,000 — — — — 413,945 423,945 Accounts payable 118,743 6,810 1,269 — — 126,822 Accrued expenses and other current liabilities 42,352 — 11,938 12,310 — — 66,600 Total current liabilities 171,095 6,810 13,207 12,310 — 413,945 617,367 Long-term debt, net of current maturities 420,000 — — — — (420,000 ) — Long-term deferred tax liabilities 94,338 — — — — 1,857 96,195 Other long-term liabilities 13,612 — (823 ) — — — 12,789 Total liabilities 699,045 6,810 12,384 12,310 — (4,198 ) 726,351 Commitments and contingencies (Note 12) Stockholders' investment: Common stock 379 — — — — — 379 Additional paid-in capital 390,725 — — — — — 390,725 Retained earnings 167,671 (15,207 ) (15,506 ) (14,377 ) (6,080 ) 16,682 133,183 Total stockholders’ investment 558,775 (15,207 ) (15,506 ) (14,377 ) (6,080 ) 16,682 524,287 Total liabilities and stockholders' investment $ 1,257,820 $ (8,397 ) $ (3,122 ) $ (2,067 ) $ (6,080 ) $ 12,484 $ 1,250,638 (1) As previously reported balances have been revised to separate taxes receivable from prepaid expenses and other current assets and long-term deferred tax liabilities from other long-term liabilities. Cumulative Effect of Prior Period Adjustments The following table presents the impact of the restatement on the Company's beginning retained earnings and other stockholders' investment balances, cumulatively to reflect adjustments recorded to all periods prior to January 1, 2013 (in thousands, except shares): Common Stock Shares Amount Additional Paid-In Capital Retained Earnings Total Stockholders'Investment BALANCE, January 1, 2013 (as previously reported) 34,371,497 $ 344 $ 325,034 $ 66,701 $ 392,079 Receivables & related reserves — — — (3,015 ) (3,015 ) Unrecorded charges & contingent liabilities — — — (5,238 ) (5,238 ) Insurance reserves & related receivables — — — (4,809 ) (4,809 ) Capital improvements & aircraft spare parts — — — (2,227 ) (2,227 ) Income taxes & debt reclassification — — — 3,141 3,141 BALANCE, January 1, 2013 (as restated) 34,371,497 $ 344 $ 325,034 $ 54,553 $ 379,931 Impact on Consolidated Statements of Cash Flows The net effect of the restatement described above on the Company's previously issued consolidated statements of cash flows for the years ended December 31, 2015, 2014, and 2013 is as follows (in thousands): For the Year Ended December 31, 2015 As Adjustments As Restated Cash flows from operating activities: Net income $ 48,000 $ (22,380 ) $ 25,620 Depreciation and amortization 34,608 (697 ) 33,911 (Gain) loss on disposal of buildings and equipment (424 ) 1,724 1,300 Share-based compensation 2,500 — 2,500 Adjustments to contingent purchase obligation — (2,931 ) (2,931 ) Provision for bad debts 3,010 1,806 4,816 Excess tax benefit on share-based compensation (1,175 ) — (1,175 ) Deferred tax provision 10,534 (7,780 ) 2,754 Changes in (net of acquisitions): Accounts receivable 13,984 5,057 19,041 Income tax receivable — (7,020 ) (7,020 ) Prepaid expenses and other assets (17,603 ) 11,575 (6,028 ) Accounts payable (15,658 ) 3,729 (11,929 ) Accrued expenses and other liabilities (4,414 ) 11,769 7,355 Net cash provided by operating activities 73,362 (5,148 ) 68,214 Cash flows from investing activities: Acquisition of business, net of cash acquired (32,765 ) — (32,765 ) Capital expenditures (54,859 ) 4,875 (49,984 ) Proceeds from sale of buildings and equipment 6,080 (2 ) 6,078 Net cash used in investing activities (81,544 ) 4,873 (76,671 ) Cash flows from financing activities: Net cash provided by financing activities 5,501 77 5,578 Net decrease in cash and cash equivalents (2,681 ) (198 ) (2,879 ) Cash and cash equivalents: Beginning of period 11,345 (536 ) 10,809 End of period $ 8,664 $ (734 ) $ 7,930 For the Year Ended December 31, 2014 As Adjustments As Restated Cash flows from operating activities: Net income $ 51,974 $ (19,264 ) $ 32,710 Depreciation and amortization 27,145 (824 ) 26,321 (Gain) loss on disposal of buildings and equipment (106 ) 315 209 Share-based compensation 2,255 — 2,255 Adjustments to contingent purchase obligation — (1,722 ) (1,722 ) Provision for bad debts 4,499 5,154 9,653 Excess tax benefit on share-based compensation (1,441 ) — (1,441 ) Deferred tax provision 7,512 (5,045 ) 2,467 Changes in (net of acquisitions): Accounts receivable (44,520 ) 892 (43,628 ) Income tax receivable — (5,899 ) (5,899 ) Prepaid expenses and other assets (5,180 ) 145 (5,035 ) Accounts payable 10,877 4,044 14,921 Accrued expenses and other liabilities (12,385 ) 18,802 6,417 Net cash provided by operating activities 40,630 (3,402 ) 37,228 Cash flows from investing activities: Acquisition of business, net of cash acquired (230,818 ) — (230,818 ) Capital expenditures (44,977 ) 3,002 (41,975 ) Proceeds from sale of buildings and equipment 6,951 — 6,951 Net cash used in investing activities (268,844 ) 3,002 (265,842 ) Cash flows from financing activities: Net cash provided by financing activities 234,121 (136 ) 233,985 Net (decrease) increase in cash and cash equivalents 5,907 (536 ) 5,371 Cash and cash equivalents: Beginning of period 5,438 — 5,438 End of period $ 11,345 $ (536 ) $ 10,809 For the Year Ended December 31, 2013 As Adjustments As Restated Cash flows from operating activities: Net income $ 48,996 $ (3,076 ) $ 45,920 Depreciation and amortization 18,490 (866 ) 17,624 (Gain) loss on disposal of buildings and equipment (1,343 ) (61 ) (1,404 ) Share-based compensation 1,503 — 1,503 Adjustments to contingent purchase obligation — (10,443 ) (10,443 ) Provision for bad debts 2,934 790 3,724 Excess tax benefit on share-based compensation (4,297 ) — (4,297 ) Deferred tax provision 8,280 (2,403 ) 5,877 Changes in (net of acquisitions): Accounts receivable (28,891 ) 88 (28,803 ) Income tax receivable — (5,079 ) (5,079 ) Prepaid expenses and other assets (6,205 ) (1,562 ) (7,767 ) Accounts payable (380 ) 825 445 Accrued expenses and other liabilities (2,964 ) 19,308 16,344 Net cash provided by operating activities 36,123 (2,479 ) 33,644 Cash flows from investing activities: Acquisition of business, net of cash acquired (100,648 ) — (100,648 ) Capital expenditures (31,546 ) 2,179 (29,367 ) Proceeds from sale of buildings and equipment 5,121 — 5,121 Net cash used in investing activities (127,073 ) 2,179 (124,894 ) Cash flows from financing activities: Net cash provided by financing activities 84,480 300 84,780 Net decrease in cash and cash equivalents (6,470 ) — (6,470 ) Cash and cash equivalents: Beginning of period 11,908 — 11,908 End of period $ 5,438 $ — $ 5,438 |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($)SegmentCentersFacilitiesAgentsreporting_unitCentres | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Number of operating segments | Segment | 3 | ||||
Debt issuance costs | $ 6,569,000 | $ 6,055,000 | |||
Goodwill impairment | $ 0 | 0 | $ 0 | ||
Number of reporting units | reporting_unit | 4 | ||||
Vesting period | 4 years | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Beginning balance | $ 14,026,000 | $ 10,775,000 | 4,571,000 | 2,300,000 | |
Provision, charged to expense | [1] | 4,816,000 | 9,653,000 | 3,724,000 | |
Write-off, less recoveries | (1,565,000) | (3,449,000) | (1,453,000) | ||
Ending balance | $ 14,026,000 | 10,775,000 | $ 4,571,000 | ||
Buildings and leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 5 years | ||||
Buildings and leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 30 years | ||||
Computer equipment and software | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 3 years | ||||
Computer equipment and software | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 5 years | ||||
Office equipment, furniture, and fixtures | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 3 years | ||||
Office equipment, furniture, and fixtures | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 15 years | ||||
Dock, warehouse, and other equipment | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 5 years | ||||
Dock, warehouse, and other equipment | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 7 years | ||||
Tractors and trailers | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 3 years | ||||
Tractors and trailers | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 7 years | ||||
Aircraft fleet and spare parts | Minimum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 3 years | ||||
Aircraft fleet and spare parts | Maximum | |||||
Property, Plant and Equipment [Abstract] | |||||
Estimated useful lives | 8 years | ||||
LTL | |||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Number of service centers | Centers | 47 | ||||
Number of delivery agents | Agents | 180 | ||||
Number of reporting units | reporting_unit | 1 | ||||
Global Solutions | |||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Number of service centers | Centers | 7 | ||||
Number of dispatch offices | Centres | 10 | ||||
Number of reporting units | reporting_unit | 2 | ||||
TL | |||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Number of service centers | Centers | 49 | ||||
Number of dispatch offices | Centres | 24 | ||||
Number of consolidation facilities | Facilities | 4 | ||||
Number of independent agents | Agents | 100 | ||||
Number of reporting units | reporting_unit | 1 | ||||
ASU 2015-03 | Other noncurrent assets | |||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Debt issuance costs | $ (6,600,000) | $ (6,100,000) | |||
Central Minnesota Logistics, Inc. | |||||
Equity Method Investments: | |||||
Equity method investment ownership percentage | 37.50% | ||||
Subsequent Event | |||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||||
Number of operating segments realigned | Segment | 2 | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 260,144 | $ 195,473 | ||
Less: Accumulated depreciation | 64,780 | 45,077 | ||
Property and equipment, net | [1] | 195,364 | 150,396 | |
Depreciation expense | 23,200 | 18,400 | $ 12,500 | |
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 4,721 | 3,373 | ||
Buildings and leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 17,553 | 12,567 | ||
Computer equipment and software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 40,683 | 29,239 | ||
Office equipment, furniture, and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 4,259 | 5,545 | ||
Dock, warehouse, and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 9,815 | 8,279 | ||
Tractors and trailers | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 156,953 | 117,798 | ||
Aircraft fleet and spare parts | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 26,160 | $ 18,672 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Millions | Jul. 28, 2015 | Aug. 27, 2014 | Jul. 18, 2014 | Mar. 14, 2014 | Feb. 24, 2014 | Sep. 18, 2013 | Sep. 11, 2013 | Aug. 15, 2013 | Jul. 25, 2013 | Apr. 30, 2013 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||
Goodwill, Expected Tax Deductible Amount | $ 1.5 | ||||||||||
Wando [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Apr. 30, 2013 | ||||||||||
Consideration Transferred | $ 9 | ||||||||||
Adrian [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Apr. 30, 2013 | ||||||||||
Consideration Transferred | 14.3 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 6.5 | ||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4.3 | ||||||||||
Adrian [Member] | 2014 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | ||||||||||
Adrian [Member] | 2015 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | ||||||||||
Adrian [Member] | 2016 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | ||||||||||
Adrian [Member] | 2017 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 2.3 | ||||||||||
Marisol [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Jul. 25, 2013 | ||||||||||
Consideration Transferred | $ 66 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2.5 | ||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 0 | ||||||||||
Marisol [Member] | 2014 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7.8 | ||||||||||
Marisol [Member] | 2015 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 7.8 | ||||||||||
TA Drayage [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Aug. 15, 2013 | ||||||||||
Consideration Transferred | $ 1.2 | ||||||||||
GW Palmer [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Sep. 11, 2013 | ||||||||||
Consideration Transferred | $ 2.5 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2.8 | ||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 0 | ||||||||||
GW Palmer [Member] | 2013 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 0.9 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0.7 | ||||||||||
GW Palmer [Member] | 2014 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 1 | ||||||||||
GW Palmer [Member] | 2015 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 1 | ||||||||||
GW Palmer [Member] | 2016 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 1 | ||||||||||
GW Palmer [Member] | 2017 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 1 | ||||||||||
YES Trans [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Sep. 18, 2013 | ||||||||||
Consideration Transferred | $ 1.2 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1.1 | ||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 0 | ||||||||||
YES Trans [Member] | 2014 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | ||||||||||
YES Trans [Member] | 2015 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | ||||||||||
YES Trans [Member] | 2016 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | ||||||||||
YES Trans [Member] | 2017 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 0.2 | ||||||||||
Rich Logistics [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Feb. 24, 2014 | ||||||||||
Consideration Transferred | $ 46.5 | ||||||||||
ISI [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Jul. 18, 2014 | ||||||||||
Consideration Transferred | $ 13 | ||||||||||
Unitrans [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Mar. 14, 2014 | ||||||||||
Consideration Transferred | $ 53.3 | ||||||||||
Active Aero [Domain] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Aug. 27, 2014 | ||||||||||
Consideration Transferred | $ 118.1 | ||||||||||
Stagecoach [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Jul. 28, 2015 | ||||||||||
Consideration Transferred | $ 32.3 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5 | ||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4.1 | ||||||||||
Stagecoach [Member] | 2016 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7 | ||||||||||
Stagecoach [Member] | 2017 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7 | ||||||||||
Stagecoach [Member] | 2018 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7 | ||||||||||
Stagecoach [Member] | 2019 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 7 |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | [1] | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 682,810 | [1] | $ 664,677 | $ 519,450 | |
2,014 | |||||
Business Acquisition [Line Items] | |||||
Accounts receivables | 69,857 | ||||
Other current assets | 9,335 | ||||
Property and equipment | 39,604 | ||||
Goodwill | 146,279 | ||||
Customer relationship intangible assets | 54,347 | ||||
Other noncurrent assets | 0 | ||||
Accounts payable and other liabilities | 88,517 | ||||
Total | 230,905 | ||||
2,013 | |||||
Business Acquisition [Line Items] | |||||
Accounts receivables | 27,892 | ||||
Other current assets | 921 | ||||
Property and equipment | 14,392 | ||||
Goodwill | 77,980 | ||||
Customer relationship intangible assets | 19,727 | ||||
Other noncurrent assets | 12 | ||||
Accounts payable and other liabilities | 40,276 | ||||
Total | $ 100,648 | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Acquisitions Acquisitions (Pro
Acquisitions Acquisitions (Pro Forma) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||
Revenue of Acquiree since Acquisition Date, Actual | $ 331,700 | $ 84,300 |
Earnings or Loss of Acquiree since Acquisition Date, Actual | 16,400 | 3,500 |
2,014 | ||
Business Acquisition [Line Items] | ||
Pro Forma Revenue | 2,103,346 | 1,781,305 |
Pro Forma Net Income (Loss) | $ 40,514 | 54,367 |
2,013 | ||
Business Acquisition [Line Items] | ||
Pro Forma Revenue | 1,466,405 | |
Pro Forma Net Income (Loss) | $ 46,061 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Narrative) (Details) | 12 Months Ended | ||||
Dec. 31, 2015USD ($)Segmentreporting_unit | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Number of reporting units | reporting_unit | 4 | ||||
Number of operating segments | Segment | 3 | ||||
Intangible assets | $ 75,694,000 | $ 78,878,000 | |||
Goodwill | 682,810,000 | [1] | 664,677,000 | [1] | $ 519,450,000 |
Goodwill impairment | 0 | 0 | 0 | ||
Amortization of Intangible Assets | $ 8,400,000 | 5,900,000 | 2,900,000 | ||
Customer relationships | Minimum | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Period of amortization of intangible assets | 5 years | ||||
Customer relationships | Maximum | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Period of amortization of intangible assets | 12 years | ||||
LTL | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Number of reporting units | reporting_unit | 1 | ||||
Intangible assets | $ 341,000 | 408,000 | |||
Goodwill | $ 197,312,000 | 197,312,000 | 197,312,000 | ||
TL | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Number of reporting units | reporting_unit | 1 | ||||
Intangible assets | $ 47,754,000 | 47,175,000 | |||
Goodwill | $ 254,940,000 | 236,585,000 | 134,755,000 | ||
Global Solutions | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Number of reporting units | reporting_unit | 2 | ||||
Intangible assets | $ 27,599,000 | 31,295,000 | |||
Goodwill | 230,558,000 | 230,780,000 | 187,383,000 | ||
Adjustments | TL And Global Solutions | |||||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||||
Intangible assets | $ 2,700,000 | $ 3,600,000 | |||
Goodwill | $ (77,500,000) | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets (Goodwill acquired in business combination by reportable segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 664,677 | [1] | $ 519,450 | |
Adjustments to goodwill for purchase accounting | 762 | (1,052) | ||
Goodwill related to acquisitions | 17,371 | 146,279 | ||
Goodwill, Ending Balance | [1] | 682,810 | 664,677 | |
TL | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 236,585 | 134,755 | ||
Adjustments to goodwill for purchase accounting | 984 | (1,416) | ||
Goodwill related to acquisitions | 17,371 | 103,246 | ||
Goodwill, Ending Balance | 254,940 | 236,585 | ||
LTL | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 197,312 | 197,312 | ||
Adjustments to goodwill for purchase accounting | 0 | 0 | ||
Goodwill related to acquisitions | 0 | 0 | ||
Goodwill, Ending Balance | 197,312 | 197,312 | ||
Global Solutions | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 230,780 | 187,383 | ||
Adjustments to goodwill for purchase accounting | (222) | 364 | ||
Goodwill related to acquisitions | 0 | 43,033 | ||
Goodwill, Ending Balance | $ 230,558 | $ 230,780 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 97,253 | $ 92,053 |
Accumulated Amortization | (21,559) | (13,175) |
Net Carrying Value | 75,694 | 78,878 |
TL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,468 | 52,268 |
Accumulated Amortization | (9,714) | (5,093) |
Net Carrying Value | 47,754 | 47,175 |
LTL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,358 | 1,358 |
Accumulated Amortization | (1,017) | (950) |
Net Carrying Value | 341 | 408 |
Global Solutions | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38,427 | 38,427 |
Accumulated Amortization | (10,828) | (7,132) |
Net Carrying Value | $ 27,599 | $ 31,295 |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 8,614 | |
2,017 | 8,494 | |
2,018 | 8,230 | |
2,019 | 7,926 | |
2,020 | 7,554 | |
Thereafter | 34,876 | |
Net Carrying Value | $ 75,694 | $ 78,878 |
Fair Value Measurement (Liabili
Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | $ 4,913 | $ 6,842 |
Total liabilities at fair value | 4,913 | 6,842 |
Level 1 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 3 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 4,913 | 6,842 |
Total liabilities at fair value | $ 4,913 | $ 6,842 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Beginning balance | $ 6,842 | $ 13,005 | $ 20,907 |
Earnouts related to acquisition | 4,114 | 0 | 4,288 |
Payment of contingent purchase obligation | (3,317) | (4,804) | (2,407) |
Interest expense | 205 | 363 | 660 |
Adjustment to contingent purchase obligation | (2,931) | (1,722) | (10,443) |
Ending balance | $ 4,913 | $ 6,842 | $ 13,005 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Senior debt | $ 439,399 | $ 430,000 | |
Less: Debt issuance costs | (6,569) | (6,055) | |
Total debt, net of debt issuance costs | 432,830 | 423,945 | |
Less: Current maturities | [1] | (432,830) | (423,945) |
Total long-term debt, net of current maturities | 0 | 0 | |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Senior debt | 143,149 | 235,000 | |
Term loans | |||
Debt Instrument [Line Items] | |||
Senior debt | $ 296,250 | $ 195,000 | |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Repayment Schedule (Details)
Repayment Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 439,399 | |
Long-term Debt | $ 439,399 | $ 430,000 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Sep. 24, 2015 | Jul. 09, 2014 | Aug. 09, 2013 | |
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Maturity Date | Jul. 9, 2019 | |||
Debt Instrument Maturities Quarterly Repayments of Principal | $ 3.8 | |||
Issuance in letters of credit | $ 40 | |||
Outstanding letters of credit | 22.5 | |||
Total availability under revolving credit facility | $ 234.3 | |||
Average interest rate on credit agreement | 3.50% | |||
Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility | $ 350 | $ 200 | ||
Increased revolving credit facility | 400 | |||
Term loans | ||||
Line of Credit Facility [Line Items] | ||||
Term loan | $ 300 | $ 200 | $ 175 | |
Minimum | Eurocurrency | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, applicable margin range | 2.00% | |||
Minimum | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, applicable margin range | 1.00% | |||
Maximum | Eurocurrency | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, applicable margin range | 3.30% | |||
Maximum | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, applicable margin range | 2.30% |
Debt Capital leases (Details)
Debt Capital leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Capital Leased Assets [Line Items] | |
Capital lease assets | $ 16,500 |
2,016 | 5,881 |
2,017 | 3,448 |
2,018 | 2,513 |
2,019 | 1,869 |
2,020 | 204 |
Thereafter | 21 |
Total minimum lease payments | 13,936 |
Less: amount representing interest | (1,472) |
Present value of net minimum lease payments(1) | 12,464 |
Accrued Liabilities [Member] | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments(1) | 5,200 |
Other Noncurrent Liabilities [Member] | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments(1) | $ 7,300 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 07, 2015 | Jan. 04, 2013 | Aug. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 14, 2013 | Dec. 05, 2012 |
Stockholders' investment: | |||||||
Common stock, voting rights | one | ||||||
Issuance of common sock, shares | 1,500,000 | ||||||
Price per share | $ 27 | $ 17.25 | |||||
Proceeds from issuance of common stock | $ 38.4 | ||||||
Underwriting discounts and commissions | 2.3 | ||||||
Common Stock, Shares, Overallotment | 525,000 | ||||||
Proceeds from Sale of Shares, Net of Underwriting Discount and Estimated Expenses | $ 8.5 | ||||||
Additional expenses incurred for public offering | $ 0.3 | ||||||
StockIssuedDuringPeriodShareSecondaryOffering | 2,000,000 | ||||||
Payments of Stock Issuance Costs | $ 0.2 | ||||||
Number of securities called by warrants | 1,388,620 | ||||||
Fair value of warrants on date of issue | $ 3 | ||||||
Warrants exercised | 0 | 0 | |||||
Sargent Transportation Group | |||||||
Stockholders' investment: | |||||||
Number of securities called by warrants | 2,269,263 | ||||||
Exercise price of warrants | $ 13.39 | ||||||
Warrants exercised | 0 | 0 | |||||
Bullet [Member] | |||||||
Stockholders' investment: | |||||||
Number of securities called by warrants | 1,746,971 | ||||||
Exercise price of warrants | $ 8.37 | ||||||
Warrants exercised | 0 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Remaining Contractual Terms | 1 year 8 months | 2 years 6 months | 2 years 9 months |
Authorized shares under the plan | 2,500,000 | ||
Vesting period | 4 years | ||
Share-based compensation expense | $ 2.5 | $ 2.3 | $ 1.5 |
Income tax benefit recognized | $ 0.9 | $ 0.9 | $ 0.6 |
Options exercisable | 289,367 | 555,101 | 855,817 |
Exercisable options, weighted average exercise price | $ 14.77 | ||
Exercisable options, contractual term | 8 months 12 days | ||
Exercisable options, intrinsic value | $ 0 | ||
2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Equity Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
GTS Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
GTS Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
GTS Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 3.1 | $ 5.7 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units outstanding | 208,775 | 332,136 | 279,471 |
Share-Based Compensation RSU Ac
Share-Based Compensation RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 1 year 8 months | 2 years 6 months | 2 years 9 months |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 332,136 | 279,471 | |
Granted | 19,051 | 169,300 | |
Vested | (111,180) | (87,061) | |
Forfeitures | (31,232) | (29,574) | |
Ending balance | 208,775 | 332,136 | 279,471 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 22.76 | $ 21.76 | |
Granted | 23.60 | 22.89 | |
Vested | 21.34 | 20.30 | |
Forfeitures | 23.17 | 22.25 | |
Ending balance | $ 23.75 | $ 22.76 | $ 21.76 |
Minimum | Key Employee Equity Plan (Equity Plan) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||
Maximum | Key Employee Equity Plan (Equity Plan) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Share-Based Compensation Option
Share-Based Compensation Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Beginning Balance | 555,101 | 855,817 | |
Granted | 0 | 0 | |
Exercised | (265,734) | (300,716) | |
Forfeited | 0 | 0 | |
Ending Balance | 289,367 | 555,101 | 855,817 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 14.92 | $ 13.67 | |
Granted | 0 | 0 | |
Exercised | 15.09 | 11.35 | |
Forfeited | 0 | 0 | |
Ending Balance | $ 14.77 | $ 14.92 | $ 13.67 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 8 months 12 days | 1 year 8 months 12 days | 3 years 10 days |
Aggregate Intrinsic Value | $ 0 | $ 4,680 | $ 11,365 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Basic weighted average stock outstanding | [1] | 38,179,000 | 37,852,000 | 36,133,000 |
Dilutive weighted average stock outstanding | [1] | 39,180,000 | 39,259,000 | 37,913,000 |
Additional stock options and warrants outstanding | 2,499,606 | |||
Warrants | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Warrants | 885,000 | 1,183,000 | 1,285,000 | |
Employee stock options | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 72,000 | 169,000 | 424,000 | |
Restricted stock units | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 44,000 | 55,000 | 71,000 | |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Current | ||||
Federal | $ 10,931 | $ 14,922 | $ 16,490 | |
Foreign, state and local | 3,627 | 2,854 | 2,682 | |
Deferred | ||||
Federal | 1,874 | 2,388 | 5,160 | |
Foreign, state and local | 880 | 79 | 717 | |
Total | [1] | $ 17,312 | $ 20,243 | $ 25,049 |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes (Reconciliation) (
Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Tax Reconciliation | ||||
Statutory federal rate | $ 15,026 | $ 18,534 | $ 24,839 | |
Meals and entertainment | 287 | 247 | 227 | |
State income taxes — net of federal benefit | 1,294 | 1,348 | 2,037 | |
Contingent purchase obligation adjustments | (955) | (408) | (2,736) | |
Change in valuation allowance | 99 | 126 | (3) | |
Other | 1,561 | 396 | 685 | |
Total | [1] | $ 17,312 | $ 20,243 | $ 25,049 |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current deferred income tax assets: | |||
Accounts receivable | $ 5,701 | $ 6,765 | |
Accounts payable and accrued expenses | 15,190 | 10,738 | |
Total | [1] | 20,891 | 17,503 |
Noncurrent deferred income tax assets (liabilities): | |||
Net operating losses | 726 | 726 | |
Goodwill and intangible assets | (64,747) | (63,777) | |
Property and equipment | (41,187) | (33,508) | |
Deferred compensation | 449 | 593 | |
Total | (104,759) | (95,966) | |
Valuation allowance | (329) | (229) | |
Total, net of valuation allowance | [1] | $ (105,088) | $ (96,195) |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes Textual (Details)
Income Taxes Textual (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income Taxes Receivable | $ 20,700 | $ 13,600 | |
Deferred Tax Assets, Gross, Current | 21,500 | 19,000 | |
Deferred Tax Assets, Gross, Noncurrent | 800 | 1,100 | |
Deferred Tax Liabilities, Gross, Current | (600) | (1,500) | |
Deferred Tax Liabilities, Gross, Noncurrent | (105,900) | (97,300) | |
Deferred Tax Liabilities, Net, Noncurrent | [1] | 105,088 | 96,195 |
Deferred Tax Assets, Valuation Allowance | $ 329 | $ 229 | |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Guarantor Obligations [Line Items] | ||
Loss contingency accrual | $ 1.3 | |
Loss contingency payments | $ 5.9 | |
Guarantee for portion of value of leased tractors | ||
Guarantor Obligations [Line Items] | ||
Guarantee expiration year | 2,020 | |
Guarantor obligation maximum exposure | $ 17.4 | |
Stand ready obligation | $ 4.7 | $ 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)lawsuitplaintiff | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitments and Contingencies (Textual) [Abstract] | |||
Expense under contribution profit sharing plans | $ 2,800,000 | $ 2,300,000 | $ 1,400,000 |
Rent expense | 66,600,000 | 56,100,000 | $ 29,000,000 |
Reserves for estimated uninsured losses | 1,300,000 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,016 | 48,117,000 | ||
2,017 | 39,236,000 | ||
2,018 | 32,059,000 | ||
2,019 | 17,813,000 | ||
2,020 | 11,402,000 | ||
Thereafter | 20,203,000 | ||
Workers compensation claims | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Self insured amount | 1,000,000 | ||
Liability insurance coverage | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Liability and cargo insurance coverage for claims | 500,000 | ||
Cargo coverage claims | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Liability and cargo insurance coverage for claims | 100,000 | ||
Uninsured losses | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Reserves for estimated uninsured losses | $ 25,900,000 | $ 18,900,000 | |
California | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Number of lawsuits filed against the Company | lawsuit | 5 | ||
Number of plaintiffs | plaintiff | 7 | ||
Illinois | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Number of lawsuits filed against the Company | lawsuit | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 12, 2011 | |
Related Party Transaction [Line Items] | |||
Period of warrant | 8 years | ||
Related party securities called by warrants | 1,388,620 | ||
Warrants exercised | 0 | 0 | |
Warrant outstanding | 274,362 | 274,362 | |
Advisory Agreement | |||
Related Party Transaction [Line Items] | |||
Annual advisory fee | $ 0.1 | ||
Payments made | $ 0.9 | $ 0.8 | |
Facility leases | |||
Related Party Transaction [Line Items] | |||
Payments made | 1.5 | 0.5 | |
Payments to dedicated carriers | |||
Related Party Transaction [Line Items] | |||
Payments made | 5.6 | $ 5 | |
Equipment leases | |||
Related Party Transaction [Line Items] | |||
Payments made | $ 0.2 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016Segment | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||||
Segment Reporting Information [Line Items] | |||||||
Number of operating segments | Segment | 3 | ||||||
Schedule of financial data of reportable segments | |||||||
Revenues | [1] | $ 1,992,166 | $ 1,872,470 | $ 1,361,410 | |||
Operating Income | [1] | 62,371 | 66,316 | 78,852 | |||
Interest expense | [1] | 19,439 | 13,363 | 7,883 | |||
Income before provision for income taxes | 42,932 | 52,953 | 70,969 | ||||
Depreciation and amortization | [1] | 31,626 | 24,254 | 15,444 | |||
Capital expenditures | 62,401 | 41,975 | 29,367 | ||||
Total assets | 1,307,753 | [2] | 1,250,638 | [2] | 859,492 | ||
TL | |||||||
Schedule of financial data of reportable segments | |||||||
Total assets | 656,491 | 594,296 | 299,156 | ||||
LTL | |||||||
Schedule of financial data of reportable segments | |||||||
Total assets | 330,203 | 326,489 | 304,027 | ||||
Global Solutions | |||||||
Schedule of financial data of reportable segments | |||||||
Total assets | 317,453 | 330,559 | 254,449 | ||||
Operating Segments | TL | |||||||
Schedule of financial data of reportable segments | |||||||
Revenues | 1,128,390 | 943,055 | 587,371 | ||||
Operating Income | 48,717 | 42,187 | 31,486 | ||||
Depreciation and amortization | 22,587 | 15,285 | 9,074 | ||||
Capital expenditures | 48,527 | 32,525 | 21,575 | ||||
Operating Segments | LTL | |||||||
Schedule of financial data of reportable segments | |||||||
Revenues | 515,328 | 577,175 | 558,971 | ||||
Operating Income | 15,438 | 17,929 | 34,222 | ||||
Depreciation and amortization | 2,801 | 2,964 | 3,009 | ||||
Capital expenditures | 11,367 | 5,147 | 4,254 | ||||
Operating Segments | Global Solutions | |||||||
Schedule of financial data of reportable segments | |||||||
Revenues | 377,137 | 367,423 | 224,831 | ||||
Operating Income | 28,268 | 26,242 | 25,450 | ||||
Depreciation and amortization | 4,903 | 4,868 | 3,115 | ||||
Capital expenditures | 429 | 1,715 | 545 | ||||
Eliminations | |||||||
Schedule of financial data of reportable segments | |||||||
Revenues | (28,689) | (15,183) | (9,763) | ||||
Total assets | (4,451) | (6,756) | (2,009) | ||||
Corporate | |||||||
Schedule of financial data of reportable segments | |||||||
Operating Income | (30,052) | (20,042) | (12,306) | ||||
Depreciation and amortization | 1,335 | 1,137 | 246 | ||||
Capital expenditures | 2,078 | 2,588 | 2,993 | ||||
Total assets | $ 8,057 | $ 6,050 | $ 3,869 | ||||
Subsequent Event | |||||||
Segment Reporting Information [Line Items] | |||||||
Number of operating segments realigned | Segment | 2 | ||||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss64
Restatement of Previously Issued Financial Statements (Impact on Consolidated Statements of Operations) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | 56 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Sep. 30, 2015company | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | [1] | $ 1,992,166 | $ 1,872,470 | $ 1,361,410 | |
Operating expenses: | |||||
Purchased transportation costs | [1] | 1,310,396 | 1,294,724 | 944,275 | |
Personnel and related benefits | [1] | 263,254 | 213,661 | 151,935 | |
Other operating expenses | [1] | 323,955 | 271,210 | 170,053 | |
Depreciation and amortization | [1] | 31,626 | 24,254 | 15,444 | |
Acquisition transaction expenses | [1] | 564 | 2,305 | 851 | |
Total operating expenses | [1] | 1,929,795 | 1,806,154 | 1,282,558 | |
Operating income | [1] | 62,371 | 66,316 | 78,852 | |
Interest expense | [1] | 19,439 | 13,363 | 7,883 | |
Income before provision for income taxes | [1] | 42,932 | 52,953 | 70,969 | |
Provision for income taxes | [1] | 17,312 | 20,243 | 25,049 | |
Net income | [1],[2],[3] | $ 25,620 | $ 32,710 | $ 45,920 | |
Earnings per share: | |||||
Basic (in usd per share) | $ / shares | [1] | $ 0.67 | $ 0.86 | $ 1.27 | |
Diluted (in usd per share) | $ / shares | [1] | $ 0.65 | $ 0.83 | $ 1.21 | |
Weighted average common stock outstanding: | |||||
Basic (shares) | shares | [1] | 38,179 | 37,852 | 36,133 | |
Diluted (shares) | shares | [1] | 39,180 | 39,259 | 37,913 | |
As Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | $ 1,995,019 | $ 1,872,816 | $ 1,361,410 | ||
Operating expenses: | |||||
Purchased transportation costs | 1,315,494 | 1,293,006 | 944,275 | ||
Personnel and related benefits | 263,522 | 213,079 | 151,158 | ||
Other operating expenses | 286,443 | 243,662 | 163,452 | ||
Depreciation and amortization | 32,323 | 25,078 | 16,311 | ||
Acquisition transaction expenses | 564 | 2,305 | 851 | ||
Total operating expenses | 1,898,346 | 1,777,130 | 1,276,047 | ||
Operating income | 96,673 | 95,686 | 85,363 | ||
Interest expense | 19,439 | 13,363 | 7,883 | ||
Income before provision for income taxes | 77,234 | 82,323 | 77,480 | ||
Provision for income taxes | 29,234 | 30,349 | 28,484 | ||
Net income | $ 48,000 | $ 51,974 | $ 48,996 | ||
Earnings per share: | |||||
Basic (in usd per share) | $ / shares | $ 1.26 | $ 1.37 | $ 1.36 | ||
Diluted (in usd per share) | $ / shares | $ 1.23 | $ 1.32 | $ 1.29 | ||
Weighted average common stock outstanding: | |||||
Basic (shares) | shares | 37,969 | 37,852 | 36,133 | ||
Diluted (shares) | shares | 38,974 | 39,259 | 37,913 | ||
Adjustments | |||||
Operating expenses: | |||||
Net income | $ (22,380) | $ (19,264) | $ (3,076) | ||
Adjustments | Receivables & Related Reserves | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | (2,853) | (346) | 0 | ||
Operating expenses: | |||||
Purchased transportation costs | 0 | 0 | 0 | ||
Personnel and related benefits | 0 | 0 | 0 | ||
Other operating expenses | 7,978 | 8,576 | 3,270 | ||
Depreciation and amortization | 0 | 0 | 0 | ||
Acquisition transaction expenses | 0 | 0 | 0 | ||
Total operating expenses | 7,978 | 8,576 | 3,270 | ||
Operating income | (10,831) | (8,922) | (3,270) | ||
Interest expense | 0 | 0 | 0 | ||
Income before provision for income taxes | (10,831) | (8,922) | (3,270) | ||
Provision for income taxes | 0 | 0 | 0 | ||
Net income | (10,831) | (8,922) | (3,270) | ||
Adjustments | Unrecorded Charges & Contingent Liabilities | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Operating expenses: | |||||
Purchased transportation costs | (5,098) | 1,718 | 0 | ||
Personnel and related benefits | (268) | 582 | 777 | ||
Other operating expenses | 16,130 | 10,204 | (3,013) | ||
Depreciation and amortization | 0 | 0 | 0 | ||
Acquisition transaction expenses | 0 | 0 | 0 | ||
Total operating expenses | 10,764 | 12,504 | (2,236) | ||
Operating income | (10,764) | (12,504) | 2,236 | ||
Interest expense | 0 | 0 | 0 | ||
Income before provision for income taxes | (10,764) | (12,504) | 2,236 | ||
Provision for income taxes | 0 | 0 | 0 | ||
Net income | (10,764) | (12,504) | 2,236 | ||
Adjustments | Insurance Reserves & Related Receivables | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Operating expenses: | |||||
Purchased transportation costs | 0 | 0 | 0 | ||
Personnel and related benefits | 0 | 0 | 0 | ||
Other operating expenses | 5,672 | 5,450 | 4,118 | ||
Depreciation and amortization | 0 | 0 | 0 | ||
Acquisition transaction expenses | 0 | 0 | 0 | ||
Total operating expenses | 5,672 | 5,450 | 4,118 | ||
Operating income | (5,672) | (5,450) | (4,118) | ||
Interest expense | 0 | 0 | 0 | ||
Income before provision for income taxes | (5,672) | (5,450) | (4,118) | ||
Provision for income taxes | 0 | 0 | 0 | ||
Net income | (5,672) | (5,450) | (4,118) | ||
Adjustments | Capital Improvements & Aircraft Spare Parts | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Operating expenses: | |||||
Purchased transportation costs | 0 | 0 | 0 | ||
Personnel and related benefits | 0 | 0 | 0 | ||
Other operating expenses | 7,732 | 3,318 | 2,226 | ||
Depreciation and amortization | (697) | (824) | (867) | ||
Acquisition transaction expenses | 0 | 0 | 0 | ||
Total operating expenses | 7,035 | 2,494 | 1,359 | ||
Operating income | (7,035) | (2,494) | (1,359) | ||
Interest expense | 0 | 0 | 0 | ||
Income before provision for income taxes | (7,035) | (2,494) | (1,359) | ||
Provision for income taxes | 0 | 0 | 0 | ||
Net income | (7,035) | (2,494) | (1,359) | ||
Adjustments | Income Taxes & Debt Reclassification | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Revenues | 0 | 0 | 0 | ||
Operating expenses: | |||||
Purchased transportation costs | 0 | 0 | 0 | ||
Personnel and related benefits | 0 | 0 | 0 | ||
Other operating expenses | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | 0 | ||
Acquisition transaction expenses | 0 | 0 | 0 | ||
Total operating expenses | 0 | 0 | 0 | ||
Operating income | 0 | 0 | 0 | ||
Interest expense | 0 | 0 | 0 | ||
Income before provision for income taxes | 0 | 0 | 0 | ||
Provision for income taxes | (11,922) | (10,106) | (3,435) | ||
Net income | $ 11,922 | $ 10,106 | $ 3,435 | ||
Non-Public Companies | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Number of businesses acquired | company | 25 | ||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss65
Restatement of Previously Issued Financial Statements (Impact on Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Current assets: | |||||||
Cash and cash equivalents | [2] | $ 7,930 | [1] | $ 10,809 | [1] | $ 5,438 | $ 11,908 |
Accounts receivable | [1] | 260,029 | 277,362 | ||||
Deferred income taxes | [1] | 20,891 | 17,503 | ||||
Income tax receivable | [1] | 20,663 | 13,643 | ||||
Prepaid expenses and other current assets | [1] | 37,051 | 29,822 | ||||
Total current assets | [1] | 346,564 | 349,139 | ||||
Property and equipment | [1] | 195,364 | 150,396 | ||||
Other assets: | |||||||
Goodwill | 682,810 | [1] | 664,677 | [1] | 519,450 | ||
Intangible assets, net | [1] | 75,694 | 78,878 | ||||
Other noncurrent assets | [1] | 7,321 | 7,548 | ||||
Total other assets | [1] | 765,825 | 751,103 | ||||
Total assets | 1,307,753 | [1] | 1,250,638 | [1] | 859,492 | ||
Current liabilities: | |||||||
Current maturities of debt | [1] | 432,830 | 423,945 | ||||
Accounts payable | [1] | 116,166 | 126,822 | ||||
Accrued expenses and other current liabilities | [1] | 81,922 | 66,600 | ||||
Total current liabilities | [1] | 630,918 | 617,367 | ||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | [1] | 105,088 | 96,195 | ||||
Other long-term liabilities | [1] | 15,308 | 12,789 | ||||
Total liabilities | [1] | 751,314 | 726,351 | ||||
Commitments and contingencies (Note 12) | [1] | ||||||
Stockholders' investment: | |||||||
Common stock | [1] | 383 | 379 | ||||
Additional paid-in capital | [1] | 397,253 | 390,725 | ||||
Retained earnings | [1] | 158,803 | 133,183 | ||||
Total stockholders’ investment | [3] | 556,439 | [1] | 524,287 | [1] | 485,141 | 379,931 |
Total liabilities and stockholders' investment | [1] | 1,307,753 | 1,250,638 | ||||
As Previously Reported | |||||||
Current assets: | |||||||
Cash and cash equivalents | 8,664 | 11,345 | 5,438 | 11,908 | |||
Accounts receivable | 272,176 | 284,379 | |||||
Deferred income taxes | 4,876 | 8,607 | |||||
Income tax receivable | 11,262 | 7,540 | |||||
Prepaid expenses and other current assets | 50,839 | 39,118 | |||||
Total current assets | 347,817 | 350,989 | |||||
Property and equipment | 197,744 | 146,850 | |||||
Other assets: | |||||||
Goodwill | 691,118 | 669,652 | |||||
Intangible assets, net | 76,694 | 79,878 | |||||
Other noncurrent assets | 12,752 | 10,451 | |||||
Total other assets | 780,564 | 759,981 | |||||
Total assets | 1,326,125 | 1,257,820 | |||||
Current liabilities: | |||||||
Current maturities of debt | 15,000 | 10,000 | |||||
Accounts payable | 104,357 | 118,743 | |||||
Accrued expenses and other current liabilities | 48,657 | 42,352 | |||||
Total current liabilities | 168,014 | 171,095 | |||||
Long-term debt, net of current maturities | 424,399 | 420,000 | |||||
Long-term deferred tax liabilities | 104,400 | 94,338 | |||||
Other long-term liabilities | 16,005 | 13,612 | |||||
Total liabilities | 712,818 | 699,045 | |||||
Commitments and contingencies (Note 12) | |||||||
Stockholders' investment: | |||||||
Common stock | 383 | 379 | |||||
Additional paid-in capital | 397,253 | 390,725 | |||||
Retained earnings | 215,671 | 167,671 | |||||
Total stockholders’ investment | 613,307 | 558,775 | 392,079 | ||||
Total liabilities and stockholders' investment | 1,326,125 | 1,257,820 | |||||
Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | (734) | (536) | $ 0 | 0 | |||
Adjustments | Receivables & Related Reserves | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Accounts receivable | (12,147) | (7,017) | |||||
Deferred income taxes | 0 | 0 | |||||
Income tax receivable | 0 | 0 | |||||
Prepaid expenses and other current assets | (112) | (457) | |||||
Total current assets | (12,259) | (7,474) | |||||
Property and equipment | 0 | 0 | |||||
Other assets: | |||||||
Goodwill | (2,136) | (783) | |||||
Intangible assets, net | 0 | 0 | |||||
Other noncurrent assets | (230) | (140) | |||||
Total other assets | (2,366) | (923) | |||||
Total assets | (14,625) | (8,397) | |||||
Current liabilities: | |||||||
Current maturities of debt | 0 | 0 | |||||
Accounts payable | 11,125 | 6,810 | |||||
Accrued expenses and other current liabilities | 288 | 0 | |||||
Total current liabilities | 11,413 | 6,810 | |||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | 0 | 0 | |||||
Other long-term liabilities | 0 | 0 | |||||
Total liabilities | 11,413 | 6,810 | |||||
Stockholders' investment: | |||||||
Common stock | 0 | 0 | |||||
Additional paid-in capital | 0 | 0 | |||||
Retained earnings | (26,038) | (15,207) | |||||
Total stockholders’ investment | (26,038) | (15,207) | (3,015) | ||||
Total liabilities and stockholders' investment | (14,625) | (8,397) | |||||
Adjustments | Unrecorded Charges & Contingent Liabilities | |||||||
Current assets: | |||||||
Cash and cash equivalents | (734) | (536) | |||||
Accounts receivable | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | |||||
Income tax receivable | 0 | 0 | |||||
Prepaid expenses and other current assets | (10,464) | (6,772) | |||||
Total current assets | (11,198) | (7,308) | |||||
Property and equipment | 302 | 0 | |||||
Other assets: | |||||||
Goodwill | (530) | 1,894 | |||||
Intangible assets, net | (1,000) | (1,000) | |||||
Other noncurrent assets | 1,368 | 3,292 | |||||
Total other assets | (162) | 4,186 | |||||
Total assets | (11,058) | (3,122) | |||||
Current liabilities: | |||||||
Current maturities of debt | 0 | 0 | |||||
Accounts payable | 684 | 1,269 | |||||
Accrued expenses and other current liabilities | 15,225 | 11,938 | |||||
Total current liabilities | 15,909 | 13,207 | |||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | 0 | 0 | |||||
Other long-term liabilities | (697) | (823) | |||||
Total liabilities | 15,212 | 12,384 | |||||
Stockholders' investment: | |||||||
Common stock | 0 | 0 | |||||
Additional paid-in capital | 0 | 0 | |||||
Retained earnings | (26,270) | (15,506) | |||||
Total stockholders’ investment | (26,270) | (15,506) | (5,238) | ||||
Total liabilities and stockholders' investment | (11,058) | (3,122) | |||||
Adjustments | Insurance Reserves & Related Receivables | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Accounts receivable | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | |||||
Income tax receivable | 0 | 0 | |||||
Prepaid expenses and other current assets | (2,405) | (2,067) | |||||
Total current assets | (2,405) | (2,067) | |||||
Property and equipment | 0 | 0 | |||||
Other assets: | |||||||
Goodwill | 0 | 0 | |||||
Intangible assets, net | 0 | 0 | |||||
Other noncurrent assets | 0 | 0 | |||||
Total other assets | 0 | 0 | |||||
Total assets | (2,405) | (2,067) | |||||
Current liabilities: | |||||||
Current maturities of debt | 0 | 0 | |||||
Accounts payable | 0 | ||||||
Accrued expenses and other current liabilities | 17,644 | 12,310 | |||||
Total current liabilities | 17,644 | 12,310 | |||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | 0 | 0 | |||||
Other long-term liabilities | 0 | 0 | |||||
Total liabilities | 17,644 | 12,310 | |||||
Stockholders' investment: | |||||||
Common stock | 0 | 0 | |||||
Additional paid-in capital | 0 | 0 | |||||
Retained earnings | (20,049) | (14,377) | |||||
Total stockholders’ investment | (20,049) | (14,377) | (4,809) | ||||
Total liabilities and stockholders' investment | (2,405) | (2,067) | |||||
Adjustments | Capital Improvements & Aircraft Spare Parts | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Accounts receivable | 0 | 0 | |||||
Deferred income taxes | 0 | 0 | |||||
Income tax receivable | 0 | 0 | |||||
Prepaid expenses and other current assets | (807) | 0 | |||||
Total current assets | (807) | 0 | |||||
Property and equipment | (2,682) | 3,546 | |||||
Other assets: | |||||||
Goodwill | (9,626) | (9,626) | |||||
Intangible assets, net | 0 | 0 | |||||
Other noncurrent assets | 0 | 0 | |||||
Total other assets | (9,626) | (9,626) | |||||
Total assets | (13,115) | (6,080) | |||||
Current liabilities: | |||||||
Current maturities of debt | 0 | 0 | |||||
Accounts payable | 0 | 0 | |||||
Accrued expenses and other current liabilities | 0 | 0 | |||||
Total current liabilities | 0 | 0 | |||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | 0 | 0 | |||||
Other long-term liabilities | 0 | 0 | |||||
Total liabilities | 0 | 0 | |||||
Stockholders' investment: | |||||||
Common stock | 0 | 0 | |||||
Additional paid-in capital | 0 | 0 | |||||
Retained earnings | (13,115) | (6,080) | |||||
Total stockholders’ investment | (13,115) | (6,080) | (2,227) | ||||
Total liabilities and stockholders' investment | (13,115) | (6,080) | |||||
Adjustments | Income Taxes & Debt Reclassification | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | 0 | |||||
Accounts receivable | 0 | 0 | |||||
Deferred income taxes | 16,015 | 8,896 | |||||
Income tax receivable | 9,401 | 6,103 | |||||
Prepaid expenses and other current assets | 0 | 0 | |||||
Total current assets | 25,416 | 14,999 | |||||
Property and equipment | 0 | 0 | |||||
Other assets: | |||||||
Goodwill | 3,984 | 3,540 | |||||
Intangible assets, net | 0 | 0 | |||||
Other noncurrent assets | (6,569) | (6,055) | |||||
Total other assets | (2,585) | (2,515) | |||||
Total assets | 22,831 | 12,484 | |||||
Current liabilities: | |||||||
Current maturities of debt | 417,830 | 413,945 | |||||
Accounts payable | 0 | 0 | |||||
Accrued expenses and other current liabilities | 108 | 0 | |||||
Total current liabilities | 417,938 | 413,945 | |||||
Long-term debt, net of current maturities | (424,399) | (420,000) | |||||
Long-term deferred tax liabilities | 688 | 1,857 | |||||
Other long-term liabilities | 0 | 0 | |||||
Total liabilities | (5,773) | (4,198) | |||||
Stockholders' investment: | |||||||
Common stock | 0 | 0 | |||||
Additional paid-in capital | 0 | 0 | |||||
Retained earnings | 28,604 | 16,682 | |||||
Total stockholders’ investment | 28,604 | 16,682 | $ 3,141 | ||||
Total liabilities and stockholders' investment | $ 22,831 | $ 12,484 | |||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss66
Restatement of Previously Issued Financial Statements (Cumulative Effect of Prior Period Adjustments) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | 38,266,000 | 37,925,000 | |||||
Stockholders' investment | [2] | $ 556,439 | [1] | $ 524,287 | [1] | $ 485,141 | $ 379,931 |
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | $ 613,307 | $ 558,775 | $ 392,079 | ||||
Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | [2] | 38,265,869 | 37,925,164 | 37,564,446 | 34,371,497 | ||
Stockholders' investment | [2] | $ 383 | $ 379 | $ 376 | $ 344 | ||
Common Stock | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | 34,371,497 | ||||||
Stockholders' investment | $ 344 | ||||||
Additional Paid-In Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | [2] | 397,253 | 390,725 | 384,292 | 325,034 | ||
Additional Paid-In Capital | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | 325,034 | ||||||
Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | [2] | 158,803 | 133,183 | $ 100,473 | 54,553 | ||
Retained Earnings | As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | 66,701 | ||||||
Receivables & Related Reserves | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (26,038) | (15,207) | (3,015) | ||||
Receivables & Related Reserves | Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (3,015) | ||||||
Unrecorded Charges & Contingent Liabilities | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (26,270) | (15,506) | (5,238) | ||||
Unrecorded Charges & Contingent Liabilities | Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (5,238) | ||||||
Insurance Reserves & Related Receivables | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (20,049) | (14,377) | (4,809) | ||||
Insurance Reserves & Related Receivables | Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (4,809) | ||||||
Capital Improvements & Aircraft Spare Parts | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (13,115) | (6,080) | (2,227) | ||||
Capital Improvements & Aircraft Spare Parts | Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | (2,227) | ||||||
Income Taxes & Debt Reclassification | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | $ 28,604 | $ 16,682 | 3,141 | ||||
Income Taxes & Debt Reclassification | Retained Earnings | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment | $ 3,141 | ||||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss67
Restatement of Previously Issued Financial Statements (Impact on Consolidated Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Cash flows from operating activities: | ||||||
Net income | [1],[2],[3] | $ 25,620 | $ 32,710 | $ 45,920 | ||
Depreciation and amortization | [3] | 33,911 | 26,321 | 17,624 | ||
(Gain) loss on disposal of buildings and equipment | [3] | 1,300 | 209 | (1,404) | ||
Share-based compensation | [3] | 2,500 | 2,255 | 1,503 | ||
Adjustments to contingent purchase obligations | [3] | (2,931) | (1,722) | (10,443) | ||
Provision for bad debts | [3] | 4,816 | 9,653 | 3,724 | ||
Excess tax benefit on share-based compensation | [3] | (1,175) | (1,441) | (4,297) | ||
Deferred tax provision | [3] | 2,754 | 2,467 | 5,877 | ||
Changes in (net of acquisitions): | ||||||
Accounts receivable | [3] | 19,041 | (43,628) | (28,803) | ||
Income tax receivable | [3] | (7,020) | (5,899) | (5,079) | ||
Prepaid expenses and other assets | [3] | (6,028) | (5,035) | (7,767) | ||
Accounts payable | [3] | (11,929) | 14,921 | 445 | ||
Accrued expenses and other liabilities | [3] | 7,355 | 6,417 | 16,344 | ||
Net cash provided by operating activities | [3] | 68,214 | 37,228 | 33,644 | ||
Cash flows from investing activities: | ||||||
Acquisition of business, net of cash acquired | [3] | (32,765) | (230,818) | (100,648) | ||
Capital expenditures | [3] | (49,984) | (41,975) | (29,367) | ||
Proceeds from sale of property and equipment | [3] | 6,078 | 6,951 | 5,121 | ||
Net cash used in investing activities | [3] | (76,671) | (265,842) | (124,894) | ||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | [3] | 5,578 | 233,985 | 84,780 | ||
Net (decrease) increase in cash and cash equivalents | [3] | (2,879) | 5,371 | (6,470) | ||
Cash and cash equivalents: | ||||||
Beginning of period | [3] | 10,809 | [4] | 5,438 | 11,908 | |
End of period | [3] | 7,930 | [4] | 10,809 | [4] | 5,438 |
As Previously Reported | ||||||
Cash flows from operating activities: | ||||||
Net income | 48,000 | 51,974 | 48,996 | |||
Depreciation and amortization | 34,608 | 27,145 | 18,490 | |||
(Gain) loss on disposal of buildings and equipment | (424) | (106) | (1,343) | |||
Share-based compensation | 2,500 | 2,255 | 1,503 | |||
Adjustments to contingent purchase obligations | 0 | 0 | 0 | |||
Provision for bad debts | 3,010 | 4,499 | 2,934 | |||
Excess tax benefit on share-based compensation | (1,175) | (1,441) | (4,297) | |||
Deferred tax provision | 10,534 | 7,512 | 8,280 | |||
Changes in (net of acquisitions): | ||||||
Accounts receivable | 13,984 | (44,520) | (28,891) | |||
Income tax receivable | 0 | 0 | 0 | |||
Prepaid expenses and other assets | (17,603) | (5,180) | (6,205) | |||
Accounts payable | (15,658) | 10,877 | (380) | |||
Accrued expenses and other liabilities | (4,414) | (12,385) | (2,964) | |||
Net cash provided by operating activities | 73,362 | 40,630 | 36,123 | |||
Cash flows from investing activities: | ||||||
Acquisition of business, net of cash acquired | (32,765) | (230,818) | (100,648) | |||
Capital expenditures | (54,859) | (44,977) | (31,546) | |||
Proceeds from sale of property and equipment | 6,080 | 6,951 | 5,121 | |||
Net cash used in investing activities | (81,544) | (268,844) | (127,073) | |||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | 5,501 | 234,121 | 84,480 | |||
Net (decrease) increase in cash and cash equivalents | (2,681) | 5,907 | (6,470) | |||
Cash and cash equivalents: | ||||||
Beginning of period | 11,345 | 5,438 | 11,908 | |||
End of period | 8,664 | 11,345 | 5,438 | |||
Adjustments | ||||||
Cash flows from operating activities: | ||||||
Net income | (22,380) | (19,264) | (3,076) | |||
Depreciation and amortization | (697) | (824) | (866) | |||
(Gain) loss on disposal of buildings and equipment | 1,724 | 315 | (61) | |||
Share-based compensation | 0 | 0 | 0 | |||
Adjustments to contingent purchase obligations | (2,931) | (1,722) | (10,443) | |||
Provision for bad debts | 1,806 | 5,154 | 790 | |||
Excess tax benefit on share-based compensation | 0 | 0 | 0 | |||
Deferred tax provision | (7,780) | (5,045) | (2,403) | |||
Changes in (net of acquisitions): | ||||||
Accounts receivable | 5,057 | 892 | 88 | |||
Income tax receivable | (7,020) | (5,899) | (5,079) | |||
Prepaid expenses and other assets | 11,575 | 145 | (1,562) | |||
Accounts payable | 3,729 | 4,044 | 825 | |||
Accrued expenses and other liabilities | 11,769 | 18,802 | 19,308 | |||
Net cash provided by operating activities | (5,148) | (3,402) | (2,479) | |||
Cash flows from investing activities: | ||||||
Acquisition of business, net of cash acquired | 0 | 0 | 0 | |||
Capital expenditures | 4,875 | 3,002 | 2,179 | |||
Proceeds from sale of property and equipment | (2) | 0 | 0 | |||
Net cash used in investing activities | 4,873 | 3,002 | 2,179 | |||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | 77 | (136) | 300 | |||
Net (decrease) increase in cash and cash equivalents | (198) | (536) | 0 | |||
Cash and cash equivalents: | ||||||
Beginning of period | (536) | 0 | 0 | |||
End of period | $ (734) | $ (536) | $ 0 | |||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[4] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Subsequent Event (Details)
Subsequent Event (Details) | Jan. 30, 2017class_action |
Subsequent Event | |
Subsequent Event [Line Items] | |
Number of putative class actions filed | 3 |