Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Jan. 26, 2018 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | ||
Entity Central Index Key | 1,440,024 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
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 | Accelerated Filer | ||
Entity Public Float | $ 225.2 | ||
Entity Common Stock, Shares Outstanding | 38,423,391 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | [2] | Dec. 31, 2014 | Dec. 31, 2013 | ||
ASSETS | |||||||
Cash and cash equivalents | $ 29,513 | $ 7,930 | [1] | $ 10,809 | [1] | $ 5,438 | [1] |
Accounts receivable, net of allowances of $18,573 and $14,026, respectively | 272,924 | 260,029 | |||||
Deferred income taxes | 0 | 20,891 | |||||
Income tax receivable | 40,766 | 20,663 | |||||
Prepaid expenses and other current assets | 31,284 | 37,051 | |||||
Total current assets | 374,487 | 346,564 | |||||
Property and equipment, net of accumulated depreciation of $88,453 and $64,780, respectively | 171,857 | 195,364 | |||||
Other assets: | |||||||
Goodwill | 312,541 | 682,810 | 664,677 | ||||
Intangible assets, net | 65,549 | 75,694 | |||||
Other noncurrent assets | 9,120 | 7,321 | |||||
Total other assets | 387,210 | 765,825 | |||||
Total assets | 933,554 | 1,307,753 | 1,250,638 | ||||
Current liabilities: | |||||||
Current maturities of debt | 445,589 | 432,830 | |||||
Accounts payable | 149,067 | 116,166 | |||||
Accrued expenses and other current liabilities | 89,381 | 81,922 | |||||
Total current liabilities | 684,037 | 630,918 | |||||
Long-term deferred tax liabilities | 44,174 | 105,088 | |||||
Other long-term liabilities | 7,875 | 15,308 | |||||
Total liabilities | 736,086 | 751,314 | |||||
Commitments and contingencies (Note 12) | |||||||
Stockholders' investment: | |||||||
Common stock $.01 par value; 100,000 shares authorized; 38,341 and 38,266 shares issued and outstanding, respectively | 383 | 383 | |||||
Additional paid-in capital | 398,602 | 397,253 | |||||
Retained (deficit) earnings | (201,517) | 158,803 | |||||
Total stockholders’ investment | 197,468 | 556,439 | [3] | $ 524,287 | [3] | $ 485,141 | [3] |
Total liabilities and stockholders' investment | $ 933,554 | $ 1,307,753 | |||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||||
[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, 2016 | Dec. 31, 2015 | |
Statement of Financial Position [Abstract] | |||
Accounts receivable, net of allowances | $ 18,573 | $ 14,026 | [1] |
Property and equipment, net of accumulated depreciation | $ 88,453 | $ 64,780 | [1] |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 38,341,000 | 38,266,000 | [1] |
Common stock, shares outstanding | 38,341,000 | 38,266,000 | [1] |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | [1] | |
Income Statement [Abstract] | |||||
Revenues | $ 2,033,200,000 | $ 1,992,166,000 | $ 1,872,470,000 | ||
Operating expenses: | |||||
Purchased transportation costs | 1,364,055,000 | 1,310,396,000 | 1,294,724,000 | ||
Personnel and related benefits | 286,134,000 | 263,254,000 | 213,661,000 | ||
Other operating expenses | 374,979,000 | 323,955,000 | 271,210,000 | ||
Depreciation and amortization | 38,145,000 | 31,626,000 | 24,254,000 | ||
Impairment charges | 373,661,000 | 0 | [2] | 0 | [2] |
Acquisition transaction expenses | 0 | 564,000 | 2,305,000 | ||
Total operating expenses | 2,436,974,000 | 1,929,795,000 | 1,806,154,000 | ||
Operating (loss) income | (403,774,000) | 62,371,000 | 66,316,000 | ||
Interest expense | 22,827,000 | 19,439,000 | 13,363,000 | ||
(Loss) income before provision for income taxes | (426,601,000) | 42,932,000 | 52,953,000 | ||
(Benefit from) provision for income taxes | (66,281,000) | 17,312,000 | 20,243,000 | ||
Net (loss) income | $ (360,320,000) | $ 25,620,000 | [2] | $ 32,710,000 | [2] |
(Loss) earnings per share: | |||||
Basic (in usd per share) | $ (9.40) | $ 0.67 | $ 0.86 | ||
Diluted (in usd per share) | $ (9.40) | $ 0.65 | $ 0.83 | ||
Weighted average common stock outstanding: | |||||
Basic (shares) | 38,318 | 38,179 | 37,852 | ||
Diluted (shares) | 38,318 | 39,180 | 39,259 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||
[2] | Note 15 “Restatement of Previously Issued Financial Statements.”See a |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Investment (Equity) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | |||
Balance, shares at Dec. 31, 2013 | [1] | 37,564,446 | |||||
Balance at Dec. 31, 2013 | [1] | $ 485,141 | $ 376 | $ 384,292 | $ 100,473 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of issuance costs, shares | 300,716 | ||||||
Issuance of common stock, net of issuance costs | 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) | (674) | |||||
Share-based compensation | 2,255 | 2,255 | |||||
Tax benefit (deficiency) on share-based compensation | 1,441 | 1,441 | |||||
Net income (loss) | 32,710 | [2],[3] | 32,710 | ||||
Balance at Dec. 31, 2014 | [1] | 524,287 | $ 379 | 390,725 | 133,183 | ||
Balance, shares at Dec. 31, 2014 | [1] | 37,925,164 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock, net of issuance costs, shares | 265,734 | ||||||
Issuance of common stock, net of issuance costs | 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 | |||||
Tax benefit (deficiency) on share-based compensation | 1,175 | 1,175 | |||||
Net income (loss) | 25,620 | [2],[3] | 25,620 | ||||
Balance at Dec. 31, 2015 | [1] | $ 556,439 | [4] | $ 383 | 397,253 | 158,803 | |
Balance, shares at Dec. 31, 2015 | 38,266,000 | [4] | 38,265,869 | [1] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock units, net of taxes paid, shares | [1] | 74,738 | |||||
Issuance of restricted stock units, net of taxes paid | $ (303) | [1] | (303) | ||||
Issuance costs from secondary stock offering | (33) | (33) | |||||
Share-based compensation | 2,232 | 2,232 | |||||
Tax benefit (deficiency) on share-based compensation | (547) | (547) | |||||
Net income (loss) | (360,320) | (360,320) | |||||
Balance at Dec. 31, 2016 | $ 197,468 | $ 383 | $ 398,602 | $ (201,517) | |||
Balance, shares at Dec. 31, 2016 | 38,341,000 | 38,340,607 | |||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||||
[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 ($) | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ (360,320,000) | $ 25,620,000 | [1],[2] | $ 32,710,000 | [1],[2] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 40,720,000 | 33,911,000 | [1] | 26,321,000 | [1] | ||
Loss on disposal of property and equipment | 4,144,000 | 1,300,000 | [1] | 209,000 | [1] | ||
Gain on sale of business | (5,416,000) | 0 | [1] | 0 | [1] | ||
Share-based compensation | 2,232,000 | 2,500,000 | [1] | 2,255,000 | [1] | ||
Adjustments to contingent purchase obligations | (2,458,000) | (2,931,000) | [1] | (1,722,000) | [1] | ||
Provision for bad debts | 5,127,000 | 4,816,000 | [1] | 9,653,000 | [1] | ||
Tax deficiency (excess tax benefit) on share-based compensation | 547,000 | (1,175,000) | [1] | (1,441,000) | [1] | ||
Deferred tax (benefit) provision | (43,441,000) | 2,754,000 | [1] | 2,467,000 | [1] | ||
Impairment charges | 373,661,000 | 0 | [1],[2] | 0 | [1],[2] | ||
Changes in (net of acquisitions): | |||||||
Accounts receivable | (18,020,000) | 19,041,000 | [1] | (43,628,000) | [1] | ||
Income taxes receivable | (20,103,000) | (7,020,000) | [1] | (5,899,000) | [1] | ||
Prepaid expenses and other assets | 8,152,000 | (6,028,000) | [1] | (5,035,000) | [1] | ||
Accounts payable | 32,901,000 | (11,929,000) | [1] | 14,921,000 | [1] | ||
Accrued expenses and other liabilities | 11,675,000 | 7,355,000 | [1] | 6,417,000 | [1] | ||
Net cash provided by operating activities | 29,401,000 | 68,214,000 | [1] | 37,228,000 | [1] | ||
Cash flows from investing activities: | |||||||
Acquisition of business, net of cash acquired | 0 | (32,765,000) | [1] | (230,818,000) | [1] | ||
Capital expenditures | (17,573,000) | (49,984,000) | [1] | (41,975,000) | [1] | ||
Proceeds from sale of property and equipment | 6,980,000 | 6,078,000 | [1] | 6,951,000 | [1] | ||
Proceeds from sale of business | 1,000,000 | 0 | [1] | 0 | [1] | ||
Net cash used in investing activities | (9,593,000) | (76,671,000) | [1] | (265,842,000) | [1] | ||
Cash flows from financing activities: | |||||||
Borrowings under revolving credit facilities | 292,124,000 | 183,852,000 | [1] | 383,074,000 | [1] | ||
Payments under revolving credit facilities | (262,573,000) | (275,703,000) | [1] | (170,089,000) | [1] | ||
Debt borrowings | 0 | 110,000,000 | [1] | 33,750,000 | [1] | ||
Debt payments | (18,500,000) | (8,750,000) | [1] | (9,375,000) | [1] | ||
Debt issuance cost | (871,000) | (2,798,000) | [1] | (2,524,000) | [1] | ||
Payments of contingent purchase obligation | (2,455,000) | (3,317,000) | [1] | (4,804,000) | [1] | ||
Proceeds from issuance of common stock, net of issuance costs | 0 | 3,786,000 | [1] | 3,414,000 | [1] | ||
Proceeds from issuance of restricted stock units, net of taxes paid | (303,000) | (929,000) | (674,000) | ||||
(Tax deficiency) excess tax benefit on share-based compensation | (547,000) | 1,175,000 | [1] | 1,441,000 | [1] | ||
Reduction of capital lease obligation | (5,100,000) | (1,738,000) | [1] | (228,000) | [1] | ||
Net cash provided by financing activities | 1,775,000 | 5,578,000 | [1] | 233,985,000 | [1] | ||
Net increase (decrease) in cash and cash equivalents | 21,583,000 | (2,879,000) | [1] | 5,371,000 | [1] | ||
Cash and cash equivalents: | |||||||
Beginning of period | [1] | 7,930,000 | [3] | 10,809,000 | 5,438,000 | ||
End of period | 29,513,000 | 7,930,000 | [1],[3] | 10,809,000 | [1] | ||
Supplemental cash flow information: | |||||||
Cash paid for interest | 19,473,000 | 16,725,000 | [1] | 11,351,000 | [1] | ||
Cash paid for income taxes (net of refunds) | (3,943,000) | 20,812,000 | [1] | 21,802,000 | [1] | ||
Non-cash sale of business | 3,860,000 | 0 | [1] | 0 | [1] | ||
Noncash contingent earnout | 0 | 4,114,000 | [1] | 0 | [1] | ||
Non-cash capital leases and other obligations to acquire assets | $ 0 | $ 12,417,000 | [1] | $ 0 | [1] | ||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | 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, 2016 | |
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 Downers Grove, Illinois and has the following three segments: Truckload Logistics (“TL”); Less-than-Truckload (“LTL”); and Global Solutions. Within its TL business, the Company operates 42 TL service centers, has over 40 company brokers and is augmented by over 90 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 150 delivery agents. Within its Global Solutions business, the Company operates from 18 office locations to support its international freight forwarding and domestic third party logistics business. The Company also operates five distribution facilities used to support its warehousing and consolidation business. 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, 2016 , all subsidiaries were 100% owned and all intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheets as of December 31, 2015, and the consolidated statements of operations, stockholders' investment, and cash flows for the years ended December 31, 2015 and 2014 have been revised for the effects of the restatements of previously issued financial statements disclosed in Note 15. 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 $4.9 million and $6.6 million have been reclassified from other noncurrent assets to a direct reduction of debt on the consolidated balance sheets as of December 31, 2016 and 2015 , respectively. In the fourth quarter of 2016 , the Company adopted a new methodology for accounting for deferred taxes in accordance with Accounting Standards Update No. 2015-17, Income Taxes (Topic 740) (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent in the consolidated balance sheet. The Company adopted ASU 2015-17 prospectively and reclassified the deferred income taxes previously reported within current assets to deferred tax liabilities reported in other long-term liabilities on the consolidated balance sheet. Prior periods were not retrospectively adjusted. 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, alignment with segment management, and consistent with how the business is viewed by the chief operating decision maker. The change in 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 $18.6 million and $14.0 million as of December 31, 2016 and 2015 , 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, 2016 2015 2014 Beginning balance $ 14,026 $ 10,775 $ 4,571 Provision, charged to expense 5,127 4,816 9,653 Write-offs, less recoveries (580 ) (1,565 ) (3,449 ) Ending balance $ 18,573 $ 14,026 $ 10,775 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 Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. 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 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 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, the first of which is to compare the estimated fair value at each of the reporting units to its carrying amount, including goodwill. If the carrying amount of a 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, a non-cash goodwill impairment loss is recognized in an amount equal to the excess, not to exceed the carrying amount. For purposes of the impairment analysis, the fair value of the Company's reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships, and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. The Company has four reporting units for its three segments: TL, LTL, Global Solutions, and Warehousing & Consolidation, which is consolidated into the Company's Global Solutions segment. The Company conducted its goodwill impairment analysis for each of its four reporting units as of July 1, 2016. As a result of the first step of the Company's goodwill impairment analysis, the Company determined that the fair value of the Global Solutions reporting unit exceeded its carrying value by 8.4% ; thus no impairment was indicated for this reporting unit. However, resulting from a combination of the weakened environment, the inability to meet forecast results, and the Company's lower share price, the Company determined that the fair value of the TL, LTL, and Warehousing & Consolidation reporting units were less than their respective carrying values, requiring the Company to perform the second step of the goodwill impairment analysis for its TL, LTL, and Warehousing & Consolidation reporting units. The Company completed the second step of the goodwill impairment analysis and recorded non-cash goodwill impairment charges of $157.5 million , $197.3 million , and $17.2 million for its TL, LTL, and Warehousing & Consolidation reporting units, respectively. 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. During 2016, indicators of impairment were identified in connection with certain of the Company's business operations and the Company performed the required impairment analysis for the long-lived assets associated with these business operations. No impairment was identified; however, the Company did record $1.6 million of non-cash impairment charges in connection with the shutdown of one of its other business operations. No indicators of impairment were identified in 2015 or 2014 . 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 $4.9 million and $6.6 million as of December 31, 2016 and 2015 , 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, 2016 and 2015 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; and 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 uses a percentage of services completed method to recognize revenue, which results in an allocation of revenue between reporting periods based on the distinctive phases of each LTL transaction completed in each reporting period, with expenses recognized as incurred. The Company believes that this is the most appropriate method for LTL revenue recognition based on the multiple distinct phases of a typical LTL transaction, which is in contrast to the single phase of a typical TL transaction. 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) will be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. An entity also will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits will be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company expects to prospectively adopt ASU 2016-09 in January 2017. Upon adoption of ASU 2016-09 in January 2017, the Company will recognize any excess tax benefits or tax deficiencies through the consolidated statements of operations. The Company has historically been able to offset excess tax benefits and/or tax deficiencies against taxes payable, so no cumulative effect adjustment to retained earnings is expected upon adoption. Effective January 1, 2017, the Company will no longer present excess tax benefits and/or tax deficiencies under both operating activities and financing activities within the consolidated statements of cash flows for any year presented. The Company will elect to recognize forfeitures as they occur and the Company expects that the cumulative effect of adjustments to retained earnings, if any, will be de minimis. In May 2014, the 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). 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. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 (“ASU 2016-08”), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 2016-08 will be effective for the Company in 2018 and can be adopted using either the retrospective or cumulative effect transition method. The Company is in the process of evaluating the effect that the guidance will have on revenue recognition within each of its segments. The Company's revenue within its TL and LTL segments are primarily generated from freight sales which contain a single delivery element. Revenue within the Company's TL segment is recognized when ownership and control transfer and, as such, the Company does not expect there to be a material impact on the TL segment revenues. The Company currently recognizes revenue when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured; however, revenue is recognized based on a percentage of services completed for freight-in-transit. The Company expects that the timing of LTL revenues may be affected. Global Solutions revenue includes both freight and services revenues. Freight revenue is recognized when the shipment is delivered and fees for services are recognized when the service has been 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 is in the process of determining what impact, if any, the principal versus agent considerations may have on the revenue recognized within its Global Solutions segment. The Company has not yet concluded on its adoption methodology or quantified the potential impact. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”), which will be effective for the Company in 2018. ASU 2016-15 provides guidance on specific cash flow issues, including but not limited to: debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; and distributions received from equity method investees. ASU 2016-15 provides guidance on how to account for the cash inflows and/or outflows in the statement of cash flows. The Company is in the process of evaluating the guidance for ASU 2016-15, but does not expect this to have a material impact on the Company's consolidated financial statements. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”), which will be effective for the Company in 2018. Current GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset has been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. ASU 2016-16 does not include any new disclosure requirements; however, existing disclosure around the rate reconciliations and types of temporary differences and/or carryforward that give rise to a significant portion of deferred income taxes may be applicable. The Company is in the process of evaluating the guidance for ASU 2016-16 and has not yet quantified the potential impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which will be effective for the Company in 2019. For financing leases, a lessee is required to: (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: (1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in ASU 2016-02 and will determine the total impact of the new guidance based on the current lease arrangements that are expected to remain in place. The Company expects adoption of this guidance will have a material impact on the Company's consolidated balance sheet given the Company will be required to record operating leases with lease terms greater than 12 months within assets and liabilities on the consolidated balance sheets. The Company has not yet determined how it will handle lease terms of 12 months or less. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which will be effective for the Company in 2020, but early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 eliminates step two from the goodwill impairment test and instead requires an entity to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 reduces the amount of time and money spent determining the implied fair value of goodwill, which would allow the Company to more quickly evaluate and identify a recognized impairment. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 2015 Land $ 3,189 $ 4,721 Buildings and leasehold improvements 18,520 17,553 Computer equipment and software 47,313 40,683 Office equipment, furniture, and fixtures 6,250 4,259 Dock, warehouse, and other equipment 8,852 9,815 Tractors and trailers 147,015 156,953 Aircraft fleet and rotable spare parts 29,171 26,160 Property and equipment, gross 260,310 260,144 Less: Accumulated depreciation 88,453 64,780 Property and equipment, net $ 171,857 $ 195,364 Depreciation expense was $29.6 million , $23.2 million , and $18.4 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 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 called for contingent consideration in the form of a contingent purchase obligation capped at $5.0 million . The former owners of Stagecoach were 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, exceeded $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 Company paid $1.7 million of the contingent purchase obligation in the fourth quarter of 2016. Based on future expected earnings, the Company did not expect to pay any additional contingent purchase obligation and recorded an adjustment to write-off the remaining contingent purchase obligation in 2016. In December 2017, the Company and the former owners of Stagecoach signed an agreement releasing the Company from any further obligation under the contingent purchase obligation. 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 following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 acquisitions, in the aggregate (in thousands): Accounts receivable $ 69,857 Other current assets 8,813 Property and equipment 39,604 Goodwill 146,150 Customer relationship intangible assets 54,347 Accounts payable and other liabilities (87,866 ) Total $ 230,905 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. Purchase accounting is considered final for the 2014 acquisitions and the 2015 acquisition of Stagecoach. 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 year ended December 31, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands): Year Ended December 31, 2014 Revenues $ 2,103,346 Net income $ 40,514 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, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of all 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, the first of which is to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of a 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, a non-cash goodwill impairment loss is recognized in an amount equal to the excess, not to exceed the carrying amount. For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships, and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. The Company has four reporting units for its three segments: TL, LTL, Global Solutions, and Warehousing & Consolidation, which is consolidated into the Company's Global Solutions segment. The Company conducts its goodwill impairment analysis for each of its four reporting units as of July 1 of each year. As a result of the first step of the Company's goodwill impairment analysis as of July 1, 2016, the Company determined that the fair value of the Global Solutions reporting unit exceeded its carrying value by 8.4% ; thus no impairment was indicated for this reporting unit. However, resulting from a combination of the weakened environment, the inability to meet forecast results, and the lower share price, the Company determined that the fair value of the TL, LTL, and Warehousing & Consolidation reporting units were less than their respective carrying values, requiring the Company to perform the second step of the goodwill impairment analysis for its TL, LTL, and Warehousing & Consolidation reporting units. The Company completed the second step of the goodwill impairment analysis for its TL, LTL, and Warehousing & Consolidation reporting units and recorded non-cash goodwill impairment charges of $157.5 million , $197.3 million , and $17.2 million for its TL, LTL, and Warehousing & Consolidation reporting units, respectively. No goodwill impairment charges were recorded in 2015 or 2014 . The gross amount of accumulated goodwill impairment losses are equal to the 2016 goodwill impairment charges. 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, 2014 . 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, 2014 to December 31, 2016 by segment (in thousands): TL LTL Global Solutions Total 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 Adjustments to goodwill for purchase accounting 1,812 — — 1,812 Goodwill impairment (157,538 ) (197,312 ) (17,231 ) (372,081 ) Goodwill balance as of December 31, 2016 $ 99,214 $ — $ 213,327 $ 312,541 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 intangible assets of $2.7 million between the TL and Global Solutions segments as of December 31, 2015 . Additionally, the gross carrying amount of the TL customer relationship intangible has been reduced by $1.6 million of impairment discussed below and adjusted for the effects of the restatement discussed in Note 15. Intangible assets were as follows as of December 31 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 54,973 $ (13,606 ) $ 41,367 $ 57,468 $ (9,714 ) $ 47,754 LTL 1,358 (1,083 ) 275 1,358 (1,017 ) 341 Global Solutions 38,427 (14,520 ) 23,907 38,427 (10,828 ) 27,599 Total intangible assets $ 94,758 $ (29,209 ) $ 65,549 $ 97,253 $ (21,559 ) $ 75,694 The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $8.6 million , $8.4 million , and $5.8 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. In the fourth quarter of 2016 , the Company decided to shut down one of its TL business operations due to the significant decline in volume resulting from the loss of a significant customer. The Company reviewed the customer relationship intangible associated with the business operation, considered the decline in volumes and determined the customer relationship intangible was impaired. An impairment loss of $1.6 million was recorded in 2016 to impairment charge included in the results of operations. The Company identified indicators of impairment with certain other business operations and performed the required impairment analysis, but no impairment was identified. Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2016 is as follows (in thousands): Amount Year Ending: 2017 $ 8,198 2018 7,933 2019 7,629 2020 7,257 2021 7,075 Thereafter 27,457 Total $ 65,549 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
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. There are no remaining contingent purchase obligations as of December 31, 2016. The following table presents information as of December 31, 2015 , 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 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): 2016 2015 2014 Balance, beginning of period $ 4,913 $ 6,842 $ 13,005 Contingent purchase obligation recorded on the opening balance sheet — 4,114 — Payment of contingent purchase obligations (2,455 ) (3,317 ) (4,804 ) Interest expense — 205 363 Adjustments to contingent purchase obligations (1) (2,458 ) (2,931 ) (1,722 ) Balance, end of period $ — $ 4,913 $ 6,842 (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, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt Debt consisted of the following at December 31 (in thousands): 2016 2015 Senior debt: Revolving credit facility $ 172,700 $ 143,149 Term loans 277,750 296,250 Total debt 450,450 439,399 Less: Debt issuance costs (4,861 ) (6,569 ) Total debt, net of debt issuance costs 445,589 432,830 Less: Current maturities (445,589 ) (432,830 ) Total debt, net of current maturities $ — $ — Maturities for each of the next five years based on debt as of December 31, 2016 are as follows (in thousands) Amount Year Ending: 2017 $ 450,450 Total $ 450,450 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 had a maturity date of July 9, 2019 . Principal on the term loan was due in quarterly installments of $3.8 million . On June 17, 2016, the Company entered into a Consent, Waiver, and First Amendment (the “Amendment”) to the credit agreement. Pursuant to the Amendment, the Company, among other things, reduced the revolving line of credit under the senior credit facility from a maximum aggregate amount of $400.0 million to $300.0 million . The Company further reduced the revolving line of credit under the senior credit facility to $250.0 million pursuant to a Waiver entered into on November 14, 2016. The credit agreement was collateralized by all assets of the Company and contained certain financial covenants, including a maximum cash flow leverage ratio and a minimum fixed charge coverage ratio. Pursuant to the Amendment, the maximum cash flow leverage ratio and minimum fixed charge coverage ratio were modified for certain future periods. As modified by the Amendment, the maximum cash flow leverage ratio was 3.75 to 1.0 for the four quarters ending December 31, 2016 and the minimum fixed charge coverage ratio was 1.15 to 1.0 for the four quarters ended December 31, 2016. Additionally, the credit agreement contained 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 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. Borrowings under the credit agreement bore interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.5% , or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.5% . The revolving credit facility also provided for the issuance of up to $40.0 million in letters of credit. As of December 31, 2016 , the Company had outstanding letters of credit totaling $21.8 million . As of December 31, 2016 , total availability under the revolving credit facility was $55.5 million and the average interest rate on the credit agreement was 4.3% . The Company was not in compliance with its debt covenants for the year ended December 31, 2016 or December 31, 2015 and accordingly, the Company's senior debt has been classified as current on its consolidated balance sheets. Additionally, the Company's announcement of the restatement of previously issued financial statements resulted in a default. On February 27, 2017, the Company entered into a Forbearance Agreement and Second Amendment to the credit agreement (the “Forbearance Agreement”). Pursuant to the Forbearance Agreement, the Company's lenders agreed to forbear from exercising the remedies available under the credit agreement in respect to certain disclosed credit agreement events of default. until the earliest to occur of (i) a breach by the Company of any of its covenants in the Forbearance Agreement, (ii) any other default or event of default under the credit agreement, (iii) March 31, 2017, and (iv) certain other specified events, including a material adverse effect. The Forbearance Agreement also amended certain credit agreement covenants and other provisions, required certain reporting and information, and imposed other obligations on the Company. On March 31, 2017, the Company entered into a Forbearance Agreement Extension and Third Amendment to the credit agreement (the “Forbearance Extension”). Pursuant to the Forbearance Extension, the Company’s lenders agreed to forbear from exercising the remedies available under the credit agreement in respect of certain disclosed credit agreement events of default until the earliest to occur of (i) a breach by the Company of any of its covenants in the Forbearance Extension, (ii) any other default or event of default under the credit agreement, (iii) May 19, 2017, and (iv) certain other specified events, including a material adverse effect. The Forbearance Extension also amended certain credit agreement covenants and other provisions, required certain reporting and information, and imposed other obligations on the Company. On May 1, 2017 , the Company entered into an Investment Agreement (“Investment Agreement”) with affiliates of Elliott Management Corporation (“Elliott”), pursuant to which the Company issued and sold shares of its preferred stock, which will be accounted for similar to debt, for an aggregate purchase price of $540.5 million . The proceeds from the sale of the preferred stock were used to pay off and terminate the senior credit facility and to provide working capital to support the Company's current operations and future growth. See Note 16 for additional information regarding the Investment Agreement. In addition, on July 21, 2017, the Company entered into a credit agreement with BMO Harris Bank, N.A. and certain other lenders (the “ABL Facility”). The Company used the initial proceeds from the ABL Facility for working capital purposes and to redeem all of the outstanding shares of its Series F Preferred Stock. See Note 16 for additional information regarding the ABL Facility. Capital Lease Obligations The Company has a building and certain equipment classified as capital leases. As of December 31, 2016, the gross property and equipment value of capital lease assets was $11.6 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, 2016 (in thousands): Amount Year Ending: 2017 $ 2,928 2018 1,932 2019 1,869 2020 204 2021 21 Total minimum lease payments 6,954 Less: amount representing interest (590 ) Present value of net minimum lease payments (1) $ 6,364 (1) Reflected in the consolidated balance sheets as $2.7 million of accrued expenses and other current liabilities and $3.7 million of other long-term liabilities. |
Stockholders' Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2016 | |
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 “Stockholders' Agreement”). The Stockholders' Agreement provided that, any time after the Company was eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Company’s stockholders, including entities affiliated with HCI Equity Partners, L.L.C. (the “HCI Stockholders”), could request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders were limited to a total of two of such registrations. In addition, if the Company proposed 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 could 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 connection with the closing of the transactions contemplated by the Investment Agreement, the Company, affiliates of Elliott, and the HCI Stockholders entered into a Registration Rights Agreement that, with respect to the HCI Stockholders, amended and restated the Stockholders’ Agreements. See Note 16 for additional information regarding the Investment Agreement. In August 2015 , in a secondary offering, the HCI Stockholders 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 were exercisable at the option of the holder any time prior to March 13, 2017 . Subsequent to year-end, but prior to filing, all of these warrants expired. No warrants were exercised during the year ended December 31, 2016 or 2015 . 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 were exercisable at the option of the holder any time prior to December 11, 2017 . Subsequent to year-end, but prior to filing, all of these warrants expired. No warrants were exercised during the year ended December 31, 2016 or 2015 . On May 1, 2017, in connection with the issuance of Preferred Stock pursuant to the Investment Agreement, the Company issued 8 -year warrants to purchase an aggregate of 379,572 shares of common stock, at an exercise price of $0.01 per share. See Note 16 for additional information regarding the Investment Agreement. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
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, performance 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, 2016 or 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, 2016 and 2015 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) 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 Granted 190,179 11.12 Vested (104,886 ) 22.05 Forfeitures (19,304 ) 20.04 Nonvested as of December 31, 2016 274,764 $ 15.67 1.8 Unrecognized share-based compensation expense for restricted stock units was $2.8 million and $3.1 million as of December 31, 2016 and 2015 , 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 vested ratably over a two or four year service period and were 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 vested ratably over a two or four year service period and were 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. Under the 2010 Plan, the Company may award stock options to certain key employees. The stock options vest ratably over a three to five year service period and are exercisable four to seven years from the date of grant, but only to the extent vested as specified in each option agreement. Stock options awarded are valued based upon the Black-Scholes option pricing model and the Company recognizes this value as stock compensation expense over the periods in which the options vest. Use of the Black Scholes option-pricing model requires that the Company make certain assumptions, including expected volatility, risk-free interest rate, expected dividend yield, and the expected life of the options. During 2016, the Company granted stock options to purchase 650,000 shares. No stock options were granted by the Company in 2015 or 2014 . Stock option fair value assumptions for the stock options granted during the year ended December 31, 2016 are as follows: 2016 Option life (years) 4 to 7 years Risk free interest rate 1.3% to 1.8% Dividend yield — Expected volatility 40.8% to 46.9% Expected life (years) 3 to 5 years Weighted average fair value of stock options granted $ 2.04 A summary of the option activity for the years ended December 31, 2016 and 2015 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2014 555,101 $ 14.92 1.7 $ 4,680 Granted — — Exercised (265,734 ) 15.09 Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 $ — Granted 650,000 $ 10.20 Forfeited (194,108 ) 15.97 Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 $ — Unrecognized stock compensation expense for stock options was $1.0 million as of December 31, 2016 . There was no unrecognized stock compensation expense as of December 31, 2015 . All outstanding options are non-qualified options. There were 95,259 , 289,367 , and 555,101 options exercisable as of December 31, 2016 , 2015 , and 2014 , respectively. As of December 31, 2016 , for exercisable options, the weighted-average exercise price was $12.34 , the weighted average remaining contractual term was approximately four years and there was no estimated aggregate intrinsic value per share. As of December 31, 2016 , 650,000 options were unvested. Stock-based compensation expense for restricted stock units and stock options was $2.2 million , $2.5 million , and $2.3 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. The related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $0.9 million for each of the years ended December 31, 2016 , 2015 , and 2014 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 9. Earnings (Loss) Per Share Basic earnings or basic loss per common share is calculated by dividing net income or net loss by the weighted average number of common stock outstanding during the period. Diluted earnings or diluted loss per share is calculated by dividing net income or net loss 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 3,037,447 and 2,499,606 as of December 31, 2016 and 2015 , respectively, that were not included in the computation of diluted earnings (loss) per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. All restricted stock units were anti-dilutive for the year ended December 31, 2016 . As of December 31, 2014 , all stock options and warrants were included in the computation of diluted earnings (loss) 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, 2016 2015 2014 Basic weighted average common stock outstanding 38,318 38,179 37,852 Effect of dilutive securities: Stock Options — 72 169 Warrants — 885 1,183 Restricted Stock Units — 44 55 Diluted weighted average common stock outstanding 38,318 39,180 39,259 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The components of the Company’s (benefit from)/provision for income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (23,500 ) $ 10,931 $ 14,922 Foreign, state and local 660 3,627 2,854 Deferred: Federal (39,695 ) 1,874 2,388 Foreign, state and local (3,746 ) 880 79 (Benefit from) provision for income taxes $ (66,281 ) $ 17,312 $ 20,243 The Company’s income tax (benefit)/provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax (loss)/income as shown in the following reconciliations (in thousands): Year Ended December 31, 2016 2015 2014 Statutory federal rate $ (149,310 ) $ 15,026 $ 18,534 Meals and entertainment 324 287 247 State income taxes — net of federal benefit (5,368 ) 1,294 1,348 Goodwill impairment 86,776 — — Contingent purchase obligation adjustments (860 ) (955 ) (408 ) Change in valuation allowance 1,624 99 126 Other 533 1,561 396 Total $ (66,281 ) $ 17,312 $ 20,243 The Company recorded assets for refundable current federal and state income taxes of $40.8 million and $20.7 million as of December 31, 2016 and 2015 , 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): 2016 2015 Current deferred income tax assets: Accounts receivable $ — $ 5,701 Accrued expenses and other current liabilities — 15,190 Total $ — $ 20,891 Noncurrent deferred income tax assets (liabilities): Accounts receivable $ 7,140 $ — Accrued expenses and other current liabilities 18,823 — Prepaid expenses and other current assets (6,572 ) — Net operating losses 3,358 726 Goodwill and intangible assets (20,005 ) (64,747 ) Property and equipment (45,711 ) (41,187 ) Deferred compensation 746 449 Total $ (42,221 ) $ (104,759 ) Valuation allowance (1,953 ) (329 ) Total, net of valuation allowance $ (44,174 ) $ (105,088 ) The Company had $21.5 million of current deferred tax assets and $0.6 million of current deferred tax liabilities as of December 31, 2015 . As discussed in Note 1, the Company is adopting the amendments of ASU 2015-17 on a prospective basis, as of December 31, 2016. Therefore, there is no current asset as of December 31, 2016 classified as deferred income taxes in the consolidated balance sheet. A net current deferred tax asset of $20.9 million as of December 31, 2015 was classified as deferred income taxes in the consolidated balance sheet. The Company had $0.8 million of noncurrent deferred tax assets (net of valuation allowance) and $105.9 million of noncurrent deferred tax liabilities as of December 31, 2015 . The net noncurrent deferred income tax liability of $44.2 million (net of current deferred tax assets and valuation allowance) as of December 31, 2016 and $105.1 million as of December 31, 2015 (net of valuation allowance) is 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. With respect to separate state and local tax returns filed by certain subsidiaries, a significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2016. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth. On the basis of the Company's evaluation, the Company has recorded a valuation allowance of $2.0 million and $0.3 million as of December 31, 2016 and 2015, 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 (some of which are subject to annual Section 382 limitations) expire between 2030 and 2036. State net operating loss carryforwards expire between 2019 and 2036. There was an immaterial liability for unrecognized tax benefits recorded as of December 31, 2016 and 2015 . 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, 2016 and 2015 . The Company is subject to federal tax examinations for all tax years subsequent to December 31, 2012, and state tax examinations for tax years subsequent to December 31, 2011. The Internal Revenue Service (“IRS”) is currently reviewing the Company's 2013 amended federal tax return and 2014-2016 originally filed federal tax returns. Although the pre-2013 and pre-2012 years are no longer subject to examinations by the IRS and various state taxing authorities, respectively, certain state net operating loss carryforwards generated in those years were used by the Company during 2015 and may still be adjusted upon examination by state taxing authorities if they were used after 2011 or will be used in a future period. |
Guarantees (Notes)
Guarantees (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | 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 $13.8 million as of December 31, 2016 . 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 $1.6 million and $4.7 million , which is recorded in accrued expenses and other current liabilities, as of December 31, 2016 and December 31, 2015, respectively. In 2016, the Company began to offer a new lease purchase program that did not include a guarantee, and offered newer equipment under factory warranty that was more cost effective to the ICs. ICs began electing the newer lease purchase program over the legacy lease guarantee programs which led to an increase in unseated legacy tractors. In late 2016, management committed to a plan to divest of these older assets. The Company recorded a loss reserve of $8.9 million as of December 31, 2016 for the guarantee and reconditioning costs associated with the planned divestiture. The Company made payments for the termination of certain lease purchase assets and associated reconditioning costs of $9.3 million for the year ended December 31, 2016 and $5.9 million for the year ended December 31, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 $2.4 million , $2.8 million , and $2.3 million for the years ended December 31, 2016 , 2015 , and 2014 , 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 $72.8 million , $66.6 million , and $56.1 million for the years ended December 31, 2016 , 2015 , and 2014 , 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, 2016 (in thousands): Year Ending: Amount 2017 $ 52,720 2018 44,807 2019 29,802 2020 19,200 2021 10,868 Thereafter 23,285 Total 180,682 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 maintains an aggregate of $100 million of auto liability and general liability insurance. The Company maintains auto liability insurance coverage for claims in excess of $1.0 million per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company is self-insured up to $1.0 million for workers compensation. The Company believes it has adequate insurance to cover losses in excess of the self-insured and deductible amounts. As of December 31, 2016 and 2015 , the Company had reserves for estimated uninsured losses of $21.5 million and $25.9 million , respectively, included in accrued expenses and other current liabilities. In addition to the legal proceedings described above, the Company is a defendant in various purported class-action lawsuits alleging violations of various California labor laws and one purported class-action lawsuit alleging violations of the Illinois Wage Payment and Collection Act. Additionally, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company alleging that the Company violated various California labor laws. In May 2017, the California Division of Labor Standards and Enforcement ruled against the Company in a number of these cases, which the Company intends to appeal. In 2017 and 2018, the Company reached settlement agreements on a number of these labor related lawsuits and administrative actions and recorded a reserve of $3.7 million as of December 31, 2016 in aggregate legal settlements. As of December 31, 2016 the Company has recorded additional litigation and defense reserves of approximately $6.7 million related to pending lawsuits, which are recorded in the consolidated balance sheets in accrued expenses and other current liabilities. Jeffrey Cox and David Chidester filed a Complaint against certain of the Company’s subsidiaries in state court in California in a post-acquisition dispute. The Complaint alleges contract, statutory and tort based claims arising out of the Stock Purchase Agreement, dated November 2, 2012, between the defendants, as buyers, and the plaintiffs, as sellers, for the purchase of the shares of Central Cal Transportation, Inc. and Double C Transportation, Inc. (the “Central Cal Agreement”). The plaintiffs claim that a contingent purchase obligation payment of more than $2.4 million is due and owing pursuant to the Central Cal Agreement, and that defendants have furnished fraudulent calculations to the plaintiffs to avoid payment. The plaintiffs also claim violations of California’s Labor Code related to the plaintiffs’ respective employment with Central Cal Transportation, LLC. On October 27, 2017, the state court granted the Company’s motion to compel arbitration of all non-employment claims alleged in the Complaint. The plaintiffs are now required to comply with the dispute resolution process outlined in the Central Cal Agreement, and submit the dispute to a Settlement Accountant. The plaintiffs have indicated that they would like to transfer the remaining employment claims to the related and also pending employment dispute. 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 its internal control over financial reporting and its 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 its 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 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 Board 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 its 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 Company's current directors based on its 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 us to make certain corporate governance changes, awarding restitution, ordering disgorgement, directing the Company to hold its annual meeting of stockholders, and directing its Board 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions The Company had 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 owed $0.1 million to HCI for advisory services and travel expenses for the year ended December 31, 2016 . The Company paid an aggregate of $0.2 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, 2016 . The Company paid an aggregate of $0.9 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, 2015 . As disclosed in Note 16, the advisory agreement was terminated on May 2, 2017. 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 2016 or 2015 . There were 274,362 warrants outstanding as of December 31, 2016 and 2015 . Subsequent to year-end, but prior to filing, all of these warrants expired. 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 $8.3 million and $5.6 million to these carriers during the years ended December 31, 2016 and 2015 , respectively. The Company has a number of facility leases with related parties. At one of the facilities the Company also contracts dock workers from the leasing company. The Company paid an aggregate of $3.7 million and $1.5 million for the lease and dock workers during the years ended December 31, 2016 and 2015 , respectively. During 2016 , the Company entered into and completed a sale leaseback transaction to sell the Stagecoach warehouse and corporate office to an entity owned by the individual who manages Stagecoach for a total sale price of $3.5 million . The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $0.9 million and $0.2 million during the years ended December 31, 2016 and 2015 , respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
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. Segment disclosures as of and for the years ended December 31, 2015 and 2014 have been retrospectively revised to reflect the change in segments. Subsequent to December 31, 2016, the Company re-branded Global Solutions as Ascent Global Logistics. 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 legal expenses, lease purchase guarantee reserve expenses, acquisition transaction expenses, corporate salaries, and share-based compensation expense. One direct customer, General Motors, accounted for approximately 12% of revenue, or approximately $252.1 million within the Company's TL segment, for the year ended December 31, 2016 . No single direct customer accounted for more than 10% of revenue for the years ended December 31, 2015 and 2014 . 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, 2016 2015 2014 Revenues: TL $ 1,246,798 $ 1,128,390 $ 943,055 LTL 461,540 515,328 577,175 Global Solutions 335,510 377,137 367,423 Eliminations (10,648 ) (28,689 ) (15,183 ) Total 2,033,200 1,992,166 1,872,470 Impairment charges: TL $ 159,118 $ — $ — LTL 197,312 — — Global Solutions 17,231 — — Total 373,661 — — Operating (loss) income: TL $ (164,100 ) $ 48,717 $ 42,187 LTL (203,600 ) 15,438 17,929 Global Solutions 8,143 28,268 26,242 Corporate (44,217 ) (30,052 ) (20,042 ) Total operating (loss) income (403,774 ) 62,371 66,316 Interest expense 22,827 19,439 13,363 (Loss) income before income taxes $ (426,601 ) $ 42,932 $ 52,953 Depreciation and amortization: TL $ 27,622 $ 22,587 $ 15,285 LTL 4,052 2,801 2,964 Global Solutions 4,938 4,903 4,868 Corporate 1,533 1,335 1,137 Total $ 38,145 $ 31,626 $ 24,254 Capital expenditures (1) : TL $ 9,630 $ 48,527 $ 32,525 LTL 4,051 11,367 5,147 Global Solutions 3,813 429 1,715 Corporate 79 2,078 2,588 Total $ 17,573 $ 62,401 $ 41,975 (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, 2016 2015 2014 Total assets: TL $ 498,330 $ 656,491 $ 594,296 LTL 129,899 330,203 326,489 Global Solutions 302,164 317,453 330,559 Corporate 4,189 8,057 6,050 Eliminations (1) (1,028 ) (4,451 ) (6,756 ) Total $ 933,554 $ 1,307,753 $ 1,250,638 (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, 2016 | |
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, 2014 , with the cumulative effect of the errors reflected in the adjustment to the January 1, 2014 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 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 debt from long-term to current. 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 and 2014 is as follows (in thousands): 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 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 is as follows (in thousands): December 31, 2015 As Previously Reported (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 taxes 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. 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, 2014 (in thousands, except share amounts): Common Stock Shares Amount Additional Paid-In Capital Retained Earnings Total Stockholders' Investment BALANCE, January 1, 2014 (as previously reported) 37,564,446 $ 376 $ 384,292 $ 115,697 $ 500,365 Receivables & related reserves — — — (6,285 ) (6,285 ) Unrecorded charges & contingent liabilities — — — (3,002 ) (3,002 ) Insurance reserves & related receivables — — — (8,927 ) (8,927 ) Capital improvements & aircraft spare parts — — — (3,586 ) (3,586 ) Income taxes & debt reclassification — — — 6,576 6,576 BALANCE, January 1, 2014 (As Restated) 37,564,446 $ 376 $ 384,292 $ 100,473 $ 485,141 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 and 2014 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) increase 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Investment Agreement On May 1, 2017 , the Company entered into the Investment Agreement with Elliott, pursuant to which the Company issued and sold shares of its Preferred Stock to Elliott for an aggregate purchase price of $540.5 million . The proceeds of the sale of the Preferred Stock were used to pay off and terminate the Company’s senior credit facility and to provide working capital to support the Company’s current operations and future growth. The Company made certain customary representations and warranties in the Investment Agreement and agreed to certain covenants, including agreeing to use reasonable best efforts to enter into, within 90 days following the Closing Date, an asset based lending facility (the earlier of (i) the date of such entry and (ii) the expiration of such 90 day period, the “Refinancing Date”). From the closing date until the Refinancing Date, the Company agreed to pay Elliott a daily payment in an amount equal to $33,333.33 per calendar day (which amount accrued daily and was payable monthly in arrears). On July 21, 2017, the Company entered into the ABL Facility (which was deemed to be the “New ABL Facility” under the Investment Agreement) and used the initial proceeds from the ABL Facility for working capital purposes and to redeem all of the outstanding shares of the Series F Preferred Stock issued to Elliott. Certain Terms of the Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Series F Preferred Stock Shares at $0.01 Par Value 155,000 55,000 100 90,000 240,500 Price / Share $1,000 $1,000 $1.00 $1,000 $1,000 Dividend Rate Adjusted Libor + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Adjusted Libor + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Right to participate equally and ratably in all cash dividends paid on common stock. Libor + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Libor + 6.25% at closing. Additional 3.00% upon certain triggering events. Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 12-24 months: 105% 24-36 months: 103% 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% (a) Refinancing Date: 101.0% upon redemption with new ABL From Closing Date: Redemption rights are at the option of the Company or upon a change in control, at the option of the holder. The holders of Series C Preferred Stock and Series D Preferred Stock have the right to participate equally and ratably with holders of common stock in all cash dividends paid on shares of common stock. Other Terms of the Preferred Stock Voting. The holders of Preferred Stock will generally not be entitled to vote on any matters submitted to a vote of the stockholders of the Company. So long as any shares of Preferred Stock are outstanding, the Company may not take certain actions without the prior approval of the holders of shares of Preferred Stock representing a majority of the aggregate liquidation value of all of the shares of Preferred Stock (the “Preferred Requisite Vote”), voting as a separate class, including, among other matters: (1) amending, altering, repealing or otherwise modifying any provision of the Company’s certificate of incorporation, certificate of designations or bylaws in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Preferred Stock; (2) declaring, paying or setting aside for payment any dividends or distributions upon any junior securities; (3) repurchasing, redeeming or otherwise acquiring any junior securities or parity securities (other than for certain ordinary course purposes) for any consideration or paying any moneys or making available for a sinking fund for the redemption of any shares of such junior securities or parity securities; (4) authorizing, creating, increasing the authorized amount of, or issuing any class or series of senior securities or parity securities, including any securities convertible into, or exchangeable or exercisable for, any senior securities or parity securities; (5) amending, restating, supplementing, modifying or replacing any debt agreement or other financing agreement which would restrict the minimum cash dividend payments contemplated by the certificates of designations for the Preferred Stock; (6) subject to various exceptions (including the New ABL Facility), incurring any indebtedness; or (7) subject to an agreed upon exception, during the six months following the Closing Date, making any divestiture, or series of related divestitures, valued at or more than $10 million . Board of Directors. For so long as (a) any shares of Series B Preferred Stock or Series C Preferred Stock are issued and outstanding and (b) Elliott hold shares of Preferred Stock collectively representing a majority of the liquidation value of the Preferred Stock, the holders of Preferred Stock shall have the exclusive right, acting with the Preferred Requisite Vote, to nominate and elect two (2) individuals selected by the holders of Preferred Stock, or to require the Company’s Board of Directors to fill two (2) vacancies in the Board of Directors with individuals selected by the holders of Preferred Stock, to serve as, respectively, a Class II director and a Class III director of the Company (the “Preferred Stock Directors”). Following the redemption of all shares of Series B Preferred Stock and Series C Preferred Stock have been redeemed, and until such time as all shares of Series D Preferred Stock are redeemed, for so long as Elliott holds at least 5.0% of the equity value of the Company, the holders of Preferred Stock shall have the exclusive right acting with the Preferred Requisite Vote, to (i) nominate and elect one (1) Preferred Stock Director, and (ii) designate one individual to act as an observer to the Board of Directors. In the event of any Triggering Event (as defined in the Certificates of Designations), subject to applicable rules of the New York Stock Exchange, including, without limitation, independent director requirements, the number of directors constituting the Board of Directors shall be increased such that the number of vacancies on the Board of Directors resulting from such increase (the “Triggering Event Vacancies”), together with the Preferred Stock Directors (to the extent then serving on the Board of Directors), constitutes a majority of the Board of Directors. The holders of Preferred Stock shall have the right, acting with the Preferred Requisite Vote, to nominate and elect individuals selected by the holders of Preferred Stock to fill such Triggering Event Vacancies and thereby serve as directors of the Company, or to require the Board of Directors to act to fill such Triggering Event Vacancies with individuals selected by such holders of Preferred Stock, to serve as directors of the Company, and the size of the Board of Directors shall be increased as needed. Each such director so elected is referred to as a “Triggering Event Director”. When a Triggering Event is no longer continuing, then the right of the holders of Preferred Stock to elect the Triggering Event Directors will cease, the terms of office of the Triggering Event Directors will immediately terminate and the number of directors constituting the Board of Directors will be reduced accordingly. The holders of Preferred Stock have other rights in the event of a Triggering Event, as described in the Certificate of Designations. Board Committees. Until such time as all shares of Series B Preferred Stock has been redeemed, the Company shall, upon the request of the holders of Preferred Stock, acting with the Preferred Requisite Vote, cause each of the Compensation Committee of the Board of Directors and the Nominating and Corporate Governance Committee of the Board of Directors to include one Preferred Stock Director, in each case, to the extent permitted under applicable requirements of the New York Stock Exchange or applicable law. Warrant Agreement In connection with the issuance of the Preferred Stock pursuant to the Investment Agreement, the Company and Elliott entered into a Warrant Agreement (the “Warrant Agreement”), pursuant to which the Company issued to Elliott eight year warrants (the “Warrants”) to purchase an aggregate of 379,572 shares of the Company's common stock at an exercise price of $0.01 per share. Stockholders’ Agreement In connection with the issuance of the Preferred Stock pursuant to the Investment Agreement, the Company and Elliott entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), pursuant to which Elliott was granted certain preemptive rights and other rights. Subject to customary exceptions, each Eligible Elliott Party (as defined in the Stockholders’ Agreement) shall have the right to purchase their pro rata percentage of subsequent issuances of equity securities offered by the Company in any non-public offering. Registration Rights Agreement In connection with the issuance of the Preferred Stock pursuant to the Investment Agreement, the Company, Elliott, and investment funds affiliated with HCI entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company granted certain demand and piggyback registration rights. Termination of HCI Advisory Agreement In connection with the issuance of the Preferred Stock pursuant to the Investment Agreement, the Company and HCI entered into a Termination Agreement dated May 2, 2017 (the “Termination Agreement”), pursuant to which the Company and HCI agreed to terminate the Amended and Restated Advisory Agreement, dated as of September 12, 2011 (the “Advisory Agreement”). Pursuant to the Termination Agreement, HCI waived the Company’s payment of any and all unpaid fees and expenses accrued under the Advisory Agreement through the Closing Date. Credit Agreement and Senior Credit Facility On July 21, 2017, the Company entered into a credit agreement with BMO Harris Bank, N.A. and certain other lenders (“ABL Facility”). The proceeds from the ABL Facility were used to redeem all of the outstanding shares of the Series F cumulative redeemable preferred stock and working capital purposes. The ABL Facility consists of: • $200.0 million asset-based revolving line of credit, of which $20.0 million may be used for swing line loans and $30.0 million may be used for letters of credit; • Approximately $56.8 million term loan facility; and • $35.0 million asset-based facility available to finance future capital expenditures The ABL Facility matures on July 21, 2022. Principal on the term loan facility is due in quarterly installments commencing on March 31, 2018. The ABL Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the ABL Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted. The ABL Facility also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the credit agreement to be in full force and effect, and a change of control of the Company's business. On December 15, 2017, the Company entered into a First Amendment to the ABL Facility. Pursuant to the Amendment the ABL Facility was amended to (i) reduce the maximum borrowing amount under the revolving line of credit by $15.0 million and (ii) terminate the asset-based facility available to finance future capital expenditures. Sale of Unitrans On September 15, 2017, Ascent Global Logistics Holdings, Inc. (“Ascent”), a wholly owned subsidiary of the Company, sold all of the issued and outstanding capital stock of Unitrans, Inc., a wholly owned subsidiary of Ascent, pursuant to the terms of a Stock Purchase Agreement, dated as of August 16, 2017 for cash consideration of $95.0 million . The proceeds of the sale were used to redeem a portion of the Series E cumulative redeemable preferred stock. As of December 31, 2016, Unitrans Inc. did not meet the criteria to be classified as held for sale and accordingly, its results are presented with continuing operations. Enactment of US Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act was signed into United States law, and most changes are effective as of January 1, 2018. The law includes various provisions that will affect corporations, including a reduction of the corporate income tax rate from a 35% maximum rate to a 21% flat rate, enhanced “bonus depreciation” for capital equipment purchases, limitations on interest expense deductions, changes to net operating loss carryback and carryforward rules, and changes to US taxation of foreign profits. The corporate tax rate reduction is expected to result in a discrete tax benefit during the three months ended December 31, 2017 as a result of recalculating the carrying value of the Company's deferred tax assets and liabilities. The Company is in the process of reviewing and analyzing the law in detail, and will provide an update regarding its impact on the business and the Company's consolidated financial statements in subsequent filings. |
Organization, Nature of Busin23
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Downers Grove, Illinois and has the following three segments: Truckload Logistics (“TL”); Less-than-Truckload (“LTL”); and Global Solutions. Within its TL business, the Company operates 42 TL service centers, has over 40 company brokers and is augmented by over 90 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 150 delivery agents. Within its Global Solutions business, the Company operates from 18 office locations to support its international freight forwarding and domestic third party logistics business. The Company also operates five distribution facilities used to support its warehousing and consolidation business. 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, 2016 , all subsidiaries were 100% owned and all intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheets as of December 31, 2015, and the consolidated statements of operations, stockholders' investment, and cash flows for the years ended December 31, 2015 and 2014 have been revised for the effects of the restatements of previously issued financial statements disclosed in Note 15. 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. |
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, alignment with segment management, and consistent with how the business is viewed by the chief operating decision maker. The change in 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 and Related Reserves | ep 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 $18.6 million and $14.0 million as of December 31, 2016 and 2015 , 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 Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. 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 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 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, the first of which is to compare the estimated fair value at each of the reporting units to its carrying amount, including goodwill. If the carrying amount of a 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, a non-cash goodwill impairment loss is recognized in an amount equal to the excess, not to exceed the carrying amount. For purposes of the impairment analysis, the fair value of the Company's reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships, and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. The Company has four reporting units for its three segments: TL, LTL, Global Solutions, and Warehousing & Consolidation, which is consolidated into the Company's Global Solutions segment. The Company conducted its goodwill impairment analysis for each of its four reporting units as of July 1, 2016. As a result of the first step of the Company's goodwill impairment analysis, the Company determined that the fair value of the Global Solutions reporting unit exceeded its carrying value by 8.4% ; thus no impairment was indicated for this reporting unit. However, resulting from a combination of the weakened environment, the inability to meet forecast results, and the Company's lower share price, the Company determined that the fair value of the TL, LTL, and Warehousing & Consolidation reporting units were less than their respective carrying values, requiring the Company to perform the second step of the goodwill impairment analysis for its TL, LTL, and Warehousing & Consolidation reporting units. The Company completed the second step of the goodwill impairment analysis and recorded non-cash goodwill impairment charges of $157.5 million , $197.3 million , and $17.2 million for its TL, LTL, and Warehousing & Consolidation reporting units, respectively. 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. During 2016, indicators of impairment were identified in connection with certain of the Company's business operations and the Company performed the required impairment analysis for the long-lived assets associated with these business operations. No impairment was identified; however, the Company did record $1.6 million of non-cash impairment charges in connection with the shutdown of one of its other business operations. No indicators of impairment were identified in 2015 or 2014 . 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 $4.9 million and $6.6 million as of December 31, 2016 and 2015 , 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, 2016 and 2015 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; and 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 uses a percentage of services completed method to recognize revenue, which results in an allocation of revenue between reporting periods based on the distinctive phases of each LTL transaction completed in each reporting period, with expenses recognized as incurred. The Company believes that this is the most appropriate method for LTL revenue recognition based on the multiple distinct phases of a typical LTL transaction, which is in contrast to the single phase of a typical TL transaction. 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) will be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. An entity also will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits will be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company expects to prospectively adopt ASU 2016-09 in January 2017. Upon adoption of ASU 2016-09 in January 2017, the Company will recognize any excess tax benefits or tax deficiencies through the consolidated statements of operations. The Company has historically been able to offset excess tax benefits and/or tax deficiencies against taxes payable, so no cumulative effect adjustment to retained earnings is expected upon adoption. Effective January 1, 2017, the Company will no longer present excess tax benefits and/or tax deficiencies under both operating activities and financing activities within the consolidated statements of cash flows for any year presented. The Company will elect to recognize forfeitures as they occur and the Company expects that the cumulative effect of adjustments to retained earnings, if any, will be de minimis. In May 2014, the 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). 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. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 (“ASU 2016-08”), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 2016-08 will be effective for the Company in 2018 and can be adopted using either the retrospective or cumulative effect transition method. The Company is in the process of evaluating the effect that the guidance will have on revenue recognition within each of its segments. The Company's revenue within its TL and LTL segments are primarily generated from freight sales which contain a single delivery element. Revenue within the Company's TL segment is recognized when ownership and control transfer and, as such, the Company does not expect there to be a material impact on the TL segment revenues. The Company currently recognizes revenue when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured; however, revenue is recognized based on a percentage of services completed for freight-in-transit. The Company expects that the timing of LTL revenues may be affected. Global Solutions revenue includes both freight and services revenues. Freight revenue is recognized when the shipment is delivered and fees for services are recognized when the service has been 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 is in the process of determining what impact, if any, the principal versus agent considerations may have on the revenue recognized within its Global Solutions segment. The Company has not yet concluded on its adoption methodology or quantified the potential impact. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”), which will be effective for the Company in 2018. ASU 2016-15 provides guidance on specific cash flow issues, including but not limited to: debt prepayment or debt extinguishment costs; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; and distributions received from equity method investees. ASU 2016-15 provides guidance on how to account for the cash inflows and/or outflows in the statement of cash flows. The Company is in the process of evaluating the guidance for ASU 2016-15, but does not expect this to have a material impact on the Company's consolidated financial statements. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”), which will be effective for the Company in 2018. Current GAAP prohibits the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset has been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. ASU 2016-16 does not include any new disclosure requirements; however, existing disclosure around the rate reconciliations and types of temporary differences and/or carryforward that give rise to a significant portion of deferred income taxes may be applicable. The Company is in the process of evaluating the guidance for ASU 2016-16 and has not yet quantified the potential impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which will be effective for the Company in 2019. For financing leases, a lessee is required to: (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: (1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in ASU 2016-02 and will determine the total impact of the new guidance based on the current lease arrangements that are expected to remain in place. The Company expects adoption of this guidance will have a material impact on the Company's consolidated balance sheet given the Company will be required to record operating leases with lease terms greater than 12 months within assets and liabilities on the consolidated balance sheets. The Company has not yet determined how it will handle lease terms of 12 months or less. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which will be effective for the Company in 2020, but early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 eliminates step two from the goodwill impairment test and instead requires an entity to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 reduces the amount of time and money spent determining the implied fair value of goodwill, which would allow the Company to more quickly evaluate and identify a recognized impairment. |
Organization, Nature of Busin24
Organization, Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Beginning balance $ 14,026 $ 10,775 $ 4,571 Provision, charged to expense 5,127 4,816 9,653 Write-offs, less recoveries (580 ) (1,565 ) (3,449 ) Ending balance $ 18,573 $ 14,026 $ 10,775 |
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): 2016 2015 Land $ 3,189 $ 4,721 Buildings and leasehold improvements 18,520 17,553 Computer equipment and software 47,313 40,683 Office equipment, furniture, and fixtures 6,250 4,259 Dock, warehouse, and other equipment 8,852 9,815 Tractors and trailers 147,015 156,953 Aircraft fleet and rotable spare parts 29,171 26,160 Property and equipment, gross 260,310 260,144 Less: Accumulated depreciation 88,453 64,780 Property and equipment, net $ 171,857 $ 195,364 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2016 2015 Land $ 3,189 $ 4,721 Buildings and leasehold improvements 18,520 17,553 Computer equipment and software 47,313 40,683 Office equipment, furniture, and fixtures 6,250 4,259 Dock, warehouse, and other equipment 8,852 9,815 Tractors and trailers 147,015 156,953 Aircraft fleet and rotable spare parts 29,171 26,160 Property and equipment, gross 260,310 260,144 Less: Accumulated depreciation 88,453 64,780 Property and equipment, net $ 171,857 $ 195,364 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 acquisitions, in the aggregate (in thousands): Accounts receivable $ 69,857 Other current assets 8,813 Property and equipment 39,604 Goodwill 146,150 Customer relationship intangible assets 54,347 Accounts payable and other liabilities (87,866 ) Total $ 230,905 |
2,014 | |
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, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands): Year Ended December 31, 2014 Revenues $ 2,103,346 Net income $ 40,514 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | The following is a rollforward of goodwill from December 31, 2014 to December 31, 2016 by segment (in thousands): TL LTL Global Solutions Total 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 Adjustments to goodwill for purchase accounting 1,812 — — 1,812 Goodwill impairment (157,538 ) (197,312 ) (17,231 ) (372,081 ) Goodwill balance as of December 31, 2016 $ 99,214 $ — $ 213,327 $ 312,541 |
Intangible assets | 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 intangible assets of $2.7 million between the TL and Global Solutions segments as of December 31, 2015 . Additionally, the gross carrying amount of the TL customer relationship intangible has been reduced by $1.6 million of impairment discussed below and adjusted for the effects of the restatement discussed in Note 15. Intangible assets were as follows as of December 31 (in thousands): 2016 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 54,973 $ (13,606 ) $ 41,367 $ 57,468 $ (9,714 ) $ 47,754 LTL 1,358 (1,083 ) 275 1,358 (1,017 ) 341 Global Solutions 38,427 (14,520 ) 23,907 38,427 (10,828 ) 27,599 Total intangible assets $ 94,758 $ (29,209 ) $ 65,549 $ 97,253 $ (21,559 ) $ 75,694 |
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2016 is as follows (in thousands): Amount Year Ending: 2017 $ 8,198 2018 7,933 2019 7,629 2020 7,257 2021 7,075 Thereafter 27,457 Total $ 65,549 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial liabilities measured at fair value on a recurring basis | The following table presents information as of December 31, 2015 , 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 |
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): 2016 2015 2014 Balance, beginning of period $ 4,913 $ 6,842 $ 13,005 Contingent purchase obligation recorded on the opening balance sheet — 4,114 — Payment of contingent purchase obligations (2,455 ) (3,317 ) (4,804 ) Interest expense — 205 363 Adjustments to contingent purchase obligations (1) (2,458 ) (2,931 ) (1,722 ) Balance, end of period $ — $ 4,913 $ 6,842 (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, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | ebt consisted of the following at December 31 (in thousands): 2016 2015 Senior debt: Revolving credit facility $ 172,700 $ 143,149 Term loans 277,750 296,250 Total debt 450,450 439,399 Less: Debt issuance costs (4,861 ) (6,569 ) Total debt, net of debt issuance costs 445,589 432,830 Less: Current maturities (445,589 ) (432,830 ) 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, 2016 are as follows (in thousands) Amount Year Ending: 2017 $ 450,450 Total $ 450,450 |
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, 2016 (in thousands): Amount Year Ending: 2017 $ 2,928 2018 1,932 2019 1,869 2020 204 2021 21 Total minimum lease payments 6,954 Less: amount representing interest (590 ) Present value of net minimum lease payments (1) $ 6,364 (1) Reflected in the consolidated balance sheets as $2.7 million of accrued expenses and other current liabilities and $3.7 million of other long-term liabilities. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) 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 Granted 190,179 11.12 Vested (104,886 ) 22.05 Forfeitures (19,304 ) 20.04 Nonvested as of December 31, 2016 274,764 $ 15.67 1.8 |
Schedule of Option Activity | A summary of the option activity for the years ended December 31, 2016 and 2015 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In thousands) Outstanding as of December 31, 2014 555,101 $ 14.92 1.7 $ 4,680 Granted — — Exercised (265,734 ) 15.09 Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 $ — Granted 650,000 $ 10.20 Forfeited (194,108 ) 15.97 Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 $ — Stock option fair value assumptions for the stock options granted during the year ended December 31, 2016 are as follows: 2016 Option life (years) 4 to 7 years Risk free interest rate 1.3% to 1.8% Dividend yield — Expected volatility 40.8% to 46.9% Expected life (years) 3 to 5 years Weighted average fair value of stock options granted $ 2.04 |
Earnings (Loss) Per Share(Table
Earnings (Loss) Per Share(Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Basic weighted average common stock outstanding 38,318 38,179 37,852 Effect of dilutive securities: Stock Options — 72 169 Warrants — 885 1,183 Restricted Stock Units — 44 55 Diluted weighted average common stock outstanding 38,318 39,180 39,259 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s (benefit from)/provision for income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ (23,500 ) $ 10,931 $ 14,922 Foreign, state and local 660 3,627 2,854 Deferred: Federal (39,695 ) 1,874 2,388 Foreign, state and local (3,746 ) 880 79 (Benefit from) provision for income taxes $ (66,281 ) $ 17,312 $ 20,243 |
Schedule of Effective Income Tax Reconciliation | The Company’s income tax (benefit)/provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax (loss)/income as shown in the following reconciliations (in thousands): Year Ended December 31, 2016 2015 2014 Statutory federal rate $ (149,310 ) $ 15,026 $ 18,534 Meals and entertainment 324 287 247 State income taxes — net of federal benefit (5,368 ) 1,294 1,348 Goodwill impairment 86,776 — — Contingent purchase obligation adjustments (860 ) (955 ) (408 ) Change in valuation allowance 1,624 99 126 Other 533 1,561 396 Total $ (66,281 ) $ 17,312 $ 20,243 |
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): 2016 2015 Current deferred income tax assets: Accounts receivable $ — $ 5,701 Accrued expenses and other current liabilities — 15,190 Total $ — $ 20,891 Noncurrent deferred income tax assets (liabilities): Accounts receivable $ 7,140 $ — Accrued expenses and other current liabilities 18,823 — Prepaid expenses and other current assets (6,572 ) — Net operating losses 3,358 726 Goodwill and intangible assets (20,005 ) (64,747 ) Property and equipment (45,711 ) (41,187 ) Deferred compensation 746 449 Total $ (42,221 ) $ (104,759 ) Valuation allowance (1,953 ) (329 ) Total, net of valuation allowance $ (44,174 ) $ (105,088 ) |
Commitments and Contingencies C
Commitments and Contingencies Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 (in thousands): Year Ending: Amount 2017 $ 52,720 2018 44,807 2019 29,802 2020 19,200 2021 10,868 Thereafter 23,285 Total 180,682 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 2014 Revenues: TL $ 1,246,798 $ 1,128,390 $ 943,055 LTL 461,540 515,328 577,175 Global Solutions 335,510 377,137 367,423 Eliminations (10,648 ) (28,689 ) (15,183 ) Total 2,033,200 1,992,166 1,872,470 Impairment charges: TL $ 159,118 $ — $ — LTL 197,312 — — Global Solutions 17,231 — — Total 373,661 — — Operating (loss) income: TL $ (164,100 ) $ 48,717 $ 42,187 LTL (203,600 ) 15,438 17,929 Global Solutions 8,143 28,268 26,242 Corporate (44,217 ) (30,052 ) (20,042 ) Total operating (loss) income (403,774 ) 62,371 66,316 Interest expense 22,827 19,439 13,363 (Loss) income before income taxes $ (426,601 ) $ 42,932 $ 52,953 Depreciation and amortization: TL $ 27,622 $ 22,587 $ 15,285 LTL 4,052 2,801 2,964 Global Solutions 4,938 4,903 4,868 Corporate 1,533 1,335 1,137 Total $ 38,145 $ 31,626 $ 24,254 Capital expenditures (1) : TL $ 9,630 $ 48,527 $ 32,525 LTL 4,051 11,367 5,147 Global Solutions 3,813 429 1,715 Corporate 79 2,078 2,588 Total $ 17,573 $ 62,401 $ 41,975 (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, 2016 2015 2014 Total assets: TL $ 498,330 $ 656,491 $ 594,296 LTL 129,899 330,203 326,489 Global Solutions 302,164 317,453 330,559 Corporate 4,189 8,057 6,050 Eliminations (1) (1,028 ) (4,451 ) (6,756 ) Total $ 933,554 $ 1,307,753 $ 1,250,638 (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, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Impact On Consolidated Financial Statements | 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 and 2014 is as follows (in thousands): 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 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 is as follows (in thousands): December 31, 2015 As Previously Reported (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 taxes 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. 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, 2014 (in thousands, except share amounts): Common Stock Shares Amount Additional Paid-In Capital Retained Earnings Total Stockholders' Investment BALANCE, January 1, 2014 (as previously reported) 37,564,446 $ 376 $ 384,292 $ 115,697 $ 500,365 Receivables & related reserves — — — (6,285 ) (6,285 ) Unrecorded charges & contingent liabilities — — — (3,002 ) (3,002 ) Insurance reserves & related receivables — — — (8,927 ) (8,927 ) Capital improvements & aircraft spare parts — — — (3,586 ) (3,586 ) Income taxes & debt reclassification — — — 6,576 6,576 BALANCE, January 1, 2014 (As Restated) 37,564,446 $ 376 $ 384,292 $ 100,473 $ 485,141 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 and 2014 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) increase 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 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Terms of the Preferred Stock | Certain Terms of the Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Series F Preferred Stock Shares at $0.01 Par Value 155,000 55,000 100 90,000 240,500 Price / Share $1,000 $1,000 $1.00 $1,000 $1,000 Dividend Rate Adjusted Libor + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Adjusted Libor + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Right to participate equally and ratably in all cash dividends paid on common stock. Libor + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Libor + 6.25% at closing. Additional 3.00% upon certain triggering events. Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 12-24 months: 105% 24-36 months: 103% 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% (a) Refinancing Date: 101.0% upon redemption with new ABL From Closing Date: |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details) | Jul. 01, 2016USD ($) | Dec. 31, 2016USD ($)SegmentCentersFacilitiesAgentsUnitsbroker | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Number of operating segments | Segment | 3 | |||||
Debt issuance costs | $ 4,861,000 | $ 6,569,000 | ||||
Number of operating segments realigned | Segment | 2 | |||||
Number of reporting units | Units | 4 | |||||
Number of reportable segments | Segment | 3 | |||||
Goodwill impairment | $ (372,081,000) | 0 | $ 0 | |||
Impairment charges | 373,661,000 | 0 | [1],[2] | 0 | [1],[2] | |
Non-cash impairment charges | 1,600,000 | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||
Beginning balance | 14,026,000 | 10,775,000 | 4,571,000 | |||
Provision, charged to expense | 5,127,000 | 4,816,000 | [1] | 9,653,000 | [1] | |
Write-off, less recoveries | (580,000) | (1,565,000) | (3,449,000) | |||
Ending balance | $ 18,573,000 | 14,026,000 | 10,775,000 | |||
Vesting period | 4 years | |||||
Minimum | ||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||
Vesting period | 3 years | |||||
Maximum | ||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||
Vesting period | 5 years | |||||
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 rotable spare parts | Minimum | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Estimated useful lives | 3 years | |||||
Aircraft fleet and rotable spare parts | Maximum | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Estimated useful lives | 8 years | |||||
TL | ||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Number of service centers | Centers | 42 | |||||
Number of brokers | broker | 40 | |||||
Number of independent agents | Agents | 90 | |||||
Goodwill impairment | $ (157,538,000) | |||||
Impairment charges | $ 159,118,000 | 0 | 0 | |||
LTL | ||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Number of service centers | Centers | 44 | |||||
Number of delivery agents | Agents | 150 | |||||
Goodwill impairment | $ (197,312,000) | |||||
Impairment charges | $ 197,312,000 | 0 | 0 | |||
Global Solutions | ||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Number of service centers | Centers | 18 | |||||
Number of consolidation facilities | Facilities | 5 | |||||
Percentage of global solutions reporting unit | 8.40% | |||||
Goodwill impairment | $ 0 | $ (17,231,000) | ||||
Impairment charges | $ 17,231,000 | $ 0 | $ 0 | |||
Central Minnesota Logistics, Inc. | ||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Equity method investment ownership percentage | 37.50% | |||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | |||||
[2] | 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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | $ 260,310 | $ 260,144 | ||
Less: Accumulated depreciation | 88,453 | 64,780 | [1] | |
Property and equipment, net | 171,857 | 195,364 | [1] | |
Depreciation expense | 29,600 | 23,200 | $ 18,400 | |
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 3,189 | 4,721 | ||
Buildings and leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 18,520 | 17,553 | ||
Computer equipment and software | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 47,313 | 40,683 | ||
Office equipment, furniture, and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 6,250 | 4,259 | ||
Dock, warehouse, and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 8,852 | 9,815 | ||
Tractors and trailers | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 147,015 | 156,953 | ||
Aircraft fleet and rotable spare parts | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | $ 29,171 | $ 26,160 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands | Jul. 28, 2015 | Aug. 27, 2014 | Jul. 18, 2014 | Mar. 14, 2014 | Feb. 24, 2014 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | [1] |
Business Acquisition [Line Items] | |||||||||||
Payments of contingent purchase obligation | $ 2,455 | $ 3,317 | $ 4,804 | ||||||||
Rich Logistics [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Feb. 24, 2014 | ||||||||||
Consideration Transferred | $ 46,500 | ||||||||||
ISI [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Jul. 18, 2014 | ||||||||||
Consideration Transferred | $ 13,000 | ||||||||||
Unitrans | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Mar. 14, 2014 | ||||||||||
Consideration Transferred | $ 53,300 | ||||||||||
Active Aero [Domain] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Aug. 27, 2014 | ||||||||||
Consideration Transferred | $ 118,100 | ||||||||||
Stagecoach [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Date of acquisition | Jul. 28, 2015 | ||||||||||
Consideration Transferred | $ 32,300 | ||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5,000 | $ 5,000 | |||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4,100 | ||||||||||
Payments of contingent purchase obligation | $ 1,700 | ||||||||||
Stagecoach [Member] | 2013 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||||||||
Stagecoach [Member] | 2017 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||||||||
Stagecoach [Member] | 2018 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||||||||
Stagecoach [Member] | 2019 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Contingent Consideration Arrangements, Basis | $ 7,000 | ||||||||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 312,541 | $ 682,810 | $ 664,677 | |
2,014 | ||||
Business Acquisition [Line Items] | ||||
Accounts receivables | 69,857 | |||
Other current assets | 8,813 | |||
Property and equipment | 39,604 | |||
Goodwill | 146,150 | |||
Customer relationship intangible assets | 54,347 | |||
Accounts payable and other liabilities | 87,866 | |||
Total | $ 230,905 | |||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Acquisitions Acquisitions (Pro
Acquisitions Acquisitions (Pro Forma) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Revenue of Acquiree since Acquisition Date, Actual | $ 331,700 |
Earnings or Loss of Acquiree since Acquisition Date, Actual | 16,400 |
2,014 | |
Business Acquisition [Line Items] | |
Pro Forma Revenue | 2,103,346 |
Pro Forma Net Income (Loss) | $ 40,514 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets (Narrative) (Details) | Jul. 01, 2016USD ($) | Dec. 31, 2016USD ($)SegmentUnits | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of reporting units | Units | 4 | |||||
Number of reportable segments | Segment | 3 | |||||
Intangible assets | $ 65,549,000 | $ 75,694,000 | ||||
Non-Cash Impairment Charges | 1,600,000 | |||||
Impairment charges | 373,661,000 | 0 | [1],[2] | $ 0 | [1],[2] | |
Goodwill | 312,541,000 | 682,810,000 | [3] | 664,677,000 | ||
Goodwill impairment | 372,081,000 | 0 | 0 | |||
Amortization of Intangible Assets | $ 8,600,000 | 8,400,000 | 5,800,000 | |||
Customer relationships | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Period of amortization of intangible assets | 5 years | |||||
Customer relationships | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Period of amortization of intangible assets | 12 years | |||||
TL | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 41,367,000 | 47,754,000 | ||||
Impairment charges | 159,118,000 | 0 | 0 | |||
Goodwill | 99,214,000 | 254,940,000 | 236,585,000 | |||
Goodwill impairment | 157,538,000 | |||||
LTL | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 275,000 | 341,000 | ||||
Impairment charges | 197,312,000 | 0 | 0 | |||
Goodwill | 0 | 197,312,000 | 197,312,000 | |||
Goodwill impairment | 197,312,000 | |||||
Global Solutions | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Percentage of global solutions reporting unit | 8.40% | |||||
Intangible assets | 23,907,000 | 27,599,000 | ||||
Impairment charges | 17,231,000 | 0 | 0 | |||
Goodwill | 213,327,000 | 230,558,000 | 230,780,000 | |||
Goodwill impairment | $ 0 | $ 17,231,000 | ||||
Adjustments | TL And Global Solutions | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 2,700,000 | |||||
Goodwill | $ 77,500,000 | |||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | |||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | |||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Goodwill acquired in business combination by reportable segment) (Details) - USD ($) | Jul. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | $ 682,810,000 | [1] | $ 664,677,000 | |||
Adjustments to goodwill for purchase accounting | 1,812,000 | 762,000 | ||||
Goodwill related to acquisitions | 17,371,000 | |||||
Goodwill impairment | (372,081,000) | 0 | $ 0 | |||
Goodwill, Ending Balance | 312,541,000 | 682,810,000 | [1] | 664,677,000 | ||
TL | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 254,940,000 | 236,585,000 | ||||
Adjustments to goodwill for purchase accounting | 1,812,000 | 984,000 | ||||
Goodwill related to acquisitions | 17,371,000 | |||||
Goodwill impairment | (157,538,000) | |||||
Goodwill, Ending Balance | 99,214,000 | 254,940,000 | 236,585,000 | |||
LTL | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 197,312,000 | 197,312,000 | ||||
Adjustments to goodwill for purchase accounting | 0 | 0 | ||||
Goodwill related to acquisitions | 0 | |||||
Goodwill impairment | (197,312,000) | |||||
Goodwill, Ending Balance | 0 | 197,312,000 | 197,312,000 | |||
Global Solutions | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Beginning Balance | 230,558,000 | 230,780,000 | ||||
Adjustments to goodwill for purchase accounting | 0 | (222,000) | ||||
Goodwill related to acquisitions | 0 | |||||
Goodwill impairment | $ 0 | (17,231,000) | ||||
Goodwill, Ending Balance | $ 213,327,000 | $ 230,558,000 | $ 230,780,000 | |||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets (Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,758 | $ 97,253 |
Accumulated Amortization | (29,209) | (21,559) |
Net Carrying Value | 65,549 | 75,694 |
TL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 54,973 | 57,468 |
Accumulated Amortization | (13,606) | (9,714) |
Net Carrying Value | 41,367 | 47,754 |
LTL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,358 | 1,358 |
Accumulated Amortization | (1,083) | (1,017) |
Net Carrying Value | 275 | 341 |
Global Solutions | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38,427 | 38,427 |
Accumulated Amortization | (14,520) | (10,828) |
Net Carrying Value | $ 23,907 | $ 27,599 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets (Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,017 | $ 8,198 | |
2,018 | 7,933 | |
2,019 | 7,629 | |
2,020 | 7,257 | |
2,021 | 7,075 | |
Thereafter | 27,457 | |
Net Carrying Value | $ 65,549 | $ 75,694 |
Fair Value Measurement (Liabili
Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial liabilities measured at fair value on a recurring basis | ||
Contingent purchase obligation related to acquisitions | $ 0 | $ 4,913 |
Total liabilities at fair value | 4,913 | |
Level 1 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent purchase obligation related to acquisitions | 0 | |
Total liabilities at fair value | 0 | |
Level 2 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent purchase obligation related to acquisitions | 0 | |
Total liabilities at fair value | 0 | |
Level 3 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent purchase obligation related to acquisitions | 4,913 | |
Total liabilities at fair value | $ 4,913 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Beginning balance | $ 4,913 | $ 6,842 | $ 13,005 |
Contingent purchase obligation recorded on the opening balance sheet | 0 | 4,114 | 0 |
Payment of contingent purchase obligation | (2,455) | (3,317) | (4,804) |
Interest expense | 0 | 205 | 363 |
Adjustment to contingent purchase obligation | (2,458) | (2,931) | (1,722) |
Ending balance | $ 0 | $ 4,913 | $ 6,842 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Senior debt: | |||
Total debt | $ 450,450 | $ 439,399 | |
Less: Debt issuance costs | (4,861) | (6,569) | |
Total debt, net of debt issuance costs | 445,589 | 432,830 | |
Less: Current maturities | (445,589) | (432,830) | [1] |
Total debt, net of current maturities | 0 | 0 | |
Revolving credit facility | |||
Senior debt: | |||
Total debt | 172,700 | 143,149 | |
Term loans | |||
Senior debt: | |||
Total debt | $ 277,750 | $ 296,250 | |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
(Repayment Schedule) (Details)
(Repayment Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 450,450 | |
Total debt | $ 450,450 | $ 439,399 |
Debt (Details 2)
Debt (Details 2) | May 01, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 14, 2016USD ($) | Jun. 17, 2016USD ($) | Sep. 24, 2015USD ($) | Jul. 09, 2014USD ($) | Aug. 09, 2013USD ($) |
Line of Credit Facility [Line Items] | |||||||
Maximum cash flow leverage ratio | 3.75 | ||||||
Minimum fixed charge coverage ratio | 1.15 | ||||||
Debt Instrument, Maturity Date | Jul. 9, 2019 | ||||||
Debt Instrument Maturities Quarterly Repayments of Principal | $ 3,800,000 | ||||||
Issuance in letters of credit | $ 40,000,000 | ||||||
Outstanding letters of credit | 21,800,000 | ||||||
Total availability under revolving credit facility | $ 55,500,000 | ||||||
Average interest rate on credit agreement | 4.30% | ||||||
Revolving credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility | $ 250,000,000 | $ 300,000,000 | 400,000,000 | $ 350,000,000 | $ 200,000,000 | ||
Term Loan Facility Maturing [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan | $ 300,000,000 | $ 200,000,000 | $ 175,000,000 | ||||
Minimum | Eurocurrency [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||
Minimum | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||
Maximum | Eurocurrency [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||
Maximum | Base Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ||||||
Subsequent Event | Preferred Stock | |||||||
Line of Credit Facility [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 540,500,000 |
Debt Capital leases (Details)
Debt Capital leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Capital Leased Assets [Line Items] | |
Capital leased assets | $ 11,600 |
2,017 | 2,928 |
2,018 | 1,932 |
2,019 | 1,869 |
2,020 | 204 |
2,021 | 21 |
Total minimum lease payments | 6,954 |
Less: amount representing interest | (590) |
Present value of net minimum lease payments | 6,364 |
Accrued Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | 2,700 |
Other Noncurrent Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | $ 3,700 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) - USD ($) $ / shares in Units, $ in Millions | May 01, 2017 | Aug. 07, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' investment: | ||||
Common stock, voting rights | one | |||
StockIssuedDuringPeriodShareSecondaryOffering | 2,000,000 | |||
Payments of Stock Issuance Costs | $ 0.2 | |||
Number of securities called by warrants | 1,388,620 | |||
Warrants exercised | 0 | 0 | ||
Warrant outstanding | 274,362 | 274,362 | ||
Common Stock | Subsequent Event | ||||
Stockholders' investment: | ||||
Exercise price of warrants | $ 0.01 | |||
Terms of warrant | 8 years | |||
Warrant outstanding | 379,572 | |||
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 | ||||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Remaining Contractual Terms | 1 year 9 months 18 days | 1 year 8 months 12 days | 2 years 6 months |
Authorized shares under the plan | 2,500,000 | ||
Vesting period | 4 years | ||
Share-based compensation expense | $ 2.2 | $ 2.5 | $ 2.3 |
Income tax benefit recognized | $ 0.9 | ||
Options exercisable | 95,259 | 289,367 | 555,101 |
Exercisable options, weighted average exercise price | $ 12.34 | ||
Total unrecognized compensation cost | $ 1 | $ 0 | |
Exercisable options, intrinsic value | $ 0 | ||
Granted | 650,000 | ||
Unvested (in shares) | 650,000 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Expiration period | 4 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Expiration period | 7 years | ||
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] | |||
Restricted stock units outstanding | 274,764 | 208,775 | 332,136 |
Total unrecognized compensation cost | $ 2.8 | $ 3.1 | |
Granted | 190,179 | 19,051 |
Share-Based Compensation RSU Ac
Share-Based Compensation RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | ||
Number of Restricted Stock Units | |||
Granted | 650,000 | ||
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 1 year 9 months 18 days | 1 year 8 months 12 days | 2 years 6 months |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 208,775 | 332,136 | |
Granted | 190,179 | 19,051 | |
Vested | (104,886) | (111,180) | |
Forfeitures | (19,304) | (31,232) | |
Ending balance | 274,764 | 208,775 | 332,136 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 23.75 | $ 22.76 | |
Granted | 11.12 | 23.60 | |
Vested | 22.05 | 21.34 | |
Forfeitures | 20.04 | 23.17 | |
Ending balance | $ 15.67 | $ 23.75 | $ 22.76 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
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 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | |||
Beginning Balance | 289,367 | 555,101 | |
Granted | 0 | ||
Exercised | (265,734) | ||
Forfeited | (194,108) | ||
Ending Balance | 745,259 | 289,367 | 555,101 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 14.77 | $ 14.92 | |
Granted | 10 | 0 | |
Exercised | 15.09 | ||
Forfeited | 15.97 | ||
Ending Balance | $ 12.34 | $ 14.77 | $ 14.92 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 4 years 4 months 24 days | 8 months 12 days | 1 year 8 months 12 days |
Aggregate Intrinsic Value | $ 0 | $ 0 | $ 4,680 |
Granted | 650,000 |
Share-Based Compensation (Optio
Share-Based Compensation (Option Pricing Model) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average fair value of stock options granted | $ 2,040 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option life (years) | 4 years |
Risk free interest rate | 3 years |
Expected volatility | 1.30% |
Expected life (years) | 40.80% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option life (years) | 7 years |
Risk free interest rate | 5 years |
Expected volatility | 1.80% |
Expected life (years) | 46.90% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||||
Basic weighted average stock outstanding | 38,318,000 | 38,179,000 | [1] | 37,852,000 | [1] |
Dilutive weighted average stock outstanding | 38,318,000 | 39,180,000 | [1] | 39,259,000 | [1] |
Additional stock options and warrants outstanding | 3,037,447 | 2,499,606 | |||
Employee Stock Option | |||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||||
Employee stock options | 0 | 72,000 | 169,000 | ||
Restricted stock units | |||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||||
Employee stock options | 0 | 44,000 | 55,000 | ||
Warrants | |||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||||
Warrants | 0 | 885,000 | 1,183,000 | ||
[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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Current | |||||
Federal | $ (23,500) | $ 10,931 | $ 14,922 | ||
Foreign, state and local | 660 | 3,627 | 2,854 | ||
Deferred | |||||
Federal | (39,695) | 1,874 | 2,388 | ||
Foreign, state and local | (3,746) | 880 | 79 | ||
Total | $ (66,281) | $ 17,312 | [1] | $ 20,243 | [1] |
[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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income Tax Reconciliation | |||||
Statutory federal rate | $ (149,310) | $ 15,026 | $ 18,534 | ||
Meals and entertainment | 324 | 287 | 247 | ||
State income taxes — net of federal benefit | (5,368) | 1,294 | 1,348 | ||
Goodwill impairment | 86,776 | 0 | 0 | ||
Contingent purchase obligation adjustments | (860) | (955) | (408) | ||
Change in valuation allowance | 1,624 | 99 | 126 | ||
Other | 533 | 1,561 | 396 | ||
Total | $ (66,281) | $ 17,312 | [1] | $ 20,243 | [1] |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Account receivables | $ 0 | $ 5,701 | |
Accounts payable and accrued expenses | 0 | 15,190 | |
Current deferred income tax assets, net | 0 | 20,891 | [1] |
Deferred Tax Assets, Account Receivables, Noncurrent | 7,140 | 0 | |
Accounts payable and accrued expenses | 18,823 | 0 | |
Prepaid expenses and other current assets | (6,572) | 0 | |
Net operating losses | 3,358 | 726 | |
Goodwill and intangible assets | (20,005) | (64,747) | |
Property and equipment | (45,711) | (41,187) | |
Deferred compensation | 746 | 449 | |
Total | (42,221) | (104,759) | |
Valuation allowance | (1,953) | (329) | |
Total, net of valuation allowance | $ (44,174) | $ (105,088) | |
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Income Taxes Textual (Details)
Income Taxes Textual (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Income Taxes Receivable | $ 40,800 | $ 20,700 |
Deferred Tax Assets, Gross, Current | 21,500 | |
Deferred Tax Assets, Gross, Noncurrent | 800 | |
Deferred Tax Liabilities, Gross, Current | (600) | |
Deferred Tax Liabilities, Gross, Noncurrent | (105,900) | |
Deferred Tax Liabilities, Net, Noncurrent | 44,174 | 105,088 |
Deferred Tax Assets, Valuation Allowance | $ 1,953 | $ 329 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||
Guarantees Expiration Year | 2,020 | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 13.8 | |
Loss Contingency Accrual | 8.9 | |
Loss Contingency Accrual, Payments | 9.3 | $ 5.9 |
Guarantee Obligations [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Loss in Period | $ 1.6 | $ 4.7 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 30, 2017class_action | Nov. 02, 2012USD ($) | Dec. 31, 2016USD ($)lawsuit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Loss Contingencies [Line Items] | |||||
Expense under contribution profit sharing plans | $ 2,400,000 | $ 2,800,000 | $ 2,300,000 | ||
Rent expense | 72,800,000 | 66,600,000 | $ 56,100,000 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
2,017 | 52,720,000 | ||||
2,018 | 44,807,000 | ||||
2,019 | 29,802,000 | ||||
2,020 | 19,200,000 | ||||
2,021 | 10,868,000 | ||||
Thereafter | 23,285,000 | ||||
Total | 180,682,000 | ||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Self insurance reserve | 1,000,000 | ||||
Reserves for estimated uninsured losses | 8,900,000 | ||||
Auto And General Liability Insurance | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Liability and cargo insurance coverage for claims | 100,000,000 | ||||
Insurance Claims | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Liability and cargo insurance coverage for claims | 1,000,000 | ||||
Cargo Claims | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Liability and cargo insurance coverage for claims | 100,000 | ||||
Uninsured Risk | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Reserves for estimated uninsured losses | $ 21,500,000 | $ 25,900,000 | |||
Class Action Lawsuit In Illinois For Alleged Violations Of Illinois Wage Payment And Collection Act | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Loss Contingency, Pending Claims, Number | lawsuit | 1 | ||||
Labor Related Lawsuits And Administrative Actions | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Reserves for estimated uninsured losses | $ 3,700,000 | ||||
Other Litigation | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Reserves for estimated uninsured losses | $ 6,700,000 | ||||
Central Cal Agreement | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Loss Contingency, Damages Sought, Value | $ 2,400,000 | ||||
Subsequent Event | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Loss Contingency, New Claims Filed, Number | class_action | 3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 12, 2011 | |
Related Party Transaction [Line Items] | ||||
Annual advisory fee | $ 0.1 | |||
Due to related parties | $ 0.1 | |||
Payments made | $ 0.2 | 0.9 | $ 0.2 | |
Total payment | $ 3.5 | |||
Period of warrant | 8 years | |||
Related party securities called by warrants | 1,388,620 | |||
Warrants exercised | 0 | 0 | ||
Warrant outstanding | 274,362 | 274,362 | ||
HCI | ||||
Related Party Transaction [Line Items] | ||||
Payments made | $ 0.9 | |||
Facilities Lease | ||||
Related Party Transaction [Line Items] | ||||
Payments made | $ 3.7 | 1.5 | ||
Haul Freight | ||||
Related Party Transaction [Line Items] | ||||
Payments made | $ 8.3 | $ 5.6 |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |||
Segment Reporting Information [Line Items] | |||||
Number of Operating Segments | Segment | 3 | ||||
Number of operating segments realigned | Segment | 2 | ||||
Schedule of financial data of reportable segments | |||||
Revenues | $ 2,033,200,000 | $ 1,992,166,000 | [1] | $ 1,872,470,000 | [1] |
Impairment charges | (373,661,000) | 0 | [1],[2] | 0 | [1],[2] |
Operating Income | (403,774,000) | 62,371,000 | [1] | 66,316,000 | [1] |
Interest expense | 22,827,000 | 19,439,000 | [1] | 13,363,000 | [1] |
Income before provision for income taxes | (426,601,000) | 42,932,000 | 52,953,000 | ||
Depreciation and amortization | 38,145,000 | 31,626,000 | [1] | 24,254,000 | [1] |
Capital expenditures | 17,573,000 | 62,401,000 | 41,975,000 | ||
Total assets | 933,554,000 | 1,307,753,000 | [3] | 1,250,638,000 | |
TL | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | (159,118,000) | 0 | 0 | ||
LTL | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | (197,312,000) | 0 | 0 | ||
Global Solutions | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | $ (17,231,000) | 0 | 0 | ||
Sales Revenue | Customer Concentration Risk | TL | |||||
Schedule of financial data of reportable segments | |||||
Concentration Risk, Percentage | 12.00% | ||||
Revenues | $ 252,100,000 | ||||
Operating Segments | TL | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 1,246,798,000 | 1,128,390,000 | 943,055,000 | ||
Operating Income | (164,100,000) | 48,717,000 | 42,187,000 | ||
Depreciation and amortization | 27,622,000 | 22,587,000 | 15,285,000 | ||
Capital expenditures | 9,630,000 | 48,527,000 | 32,525,000 | ||
Total assets | 498,330,000 | 656,491,000 | 594,296,000 | ||
Operating Segments | LTL | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 461,540,000 | 515,328,000 | 577,175,000 | ||
Operating Income | (203,600,000) | 15,438,000 | 17,929,000 | ||
Depreciation and amortization | 4,052,000 | 2,801,000 | 2,964,000 | ||
Capital expenditures | 4,051,000 | 11,367,000 | 5,147,000 | ||
Total assets | 129,899,000 | 330,203,000 | 326,489,000 | ||
Operating Segments | Global Solutions | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 335,510,000 | 377,137,000 | 367,423,000 | ||
Operating Income | 8,143,000 | 28,268,000 | 26,242,000 | ||
Depreciation and amortization | 4,938,000 | 4,903,000 | 4,868,000 | ||
Capital expenditures | 3,813,000 | 429,000 | 1,715,000 | ||
Total assets | 302,164,000 | 317,453,000 | 330,559,000 | ||
Eliminations | |||||
Schedule of financial data of reportable segments | |||||
Revenues | (10,648,000) | (28,689,000) | (15,183,000) | ||
Total assets | (1,028,000) | (4,451,000) | (6,756,000) | ||
Corporate | |||||
Schedule of financial data of reportable segments | |||||
Operating Income | (44,217,000) | (30,052,000) | (20,042,000) | ||
Depreciation and amortization | 1,533,000 | 1,335,000 | 1,137,000 | ||
Capital expenditures | 79,000 | 2,078,000 | 2,588,000 | ||
Total assets | $ 4,189,000 | $ 8,057,000 | $ 6,050,000 | ||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||
[2] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss66
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, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2015company | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | $ 2,033,200 | $ 1,992,166 | [1] | $ 1,872,470 | [1] | |
Operating expenses: | ||||||
Purchased transportation costs | 1,364,055 | 1,310,396 | [1] | 1,294,724 | [1] | |
Personnel and related benefits | 286,134 | 263,254 | [1] | 213,661 | [1] | |
Other operating expenses | 374,979 | 323,955 | [1] | 271,210 | [1] | |
Depreciation and amortization | 38,145 | 31,626 | [1] | 24,254 | [1] | |
Acquisition transaction expenses | 0 | 564 | [1] | 2,305 | [1] | |
Total operating expenses | 2,436,974 | 1,929,795 | [1] | 1,806,154 | [1] | |
Operating (loss) income | (403,774) | 62,371 | [1] | 66,316 | [1] | |
Interest expense | 22,827 | 19,439 | [1] | 13,363 | [1] | |
(Loss) income before provision for income taxes | (426,601) | 42,932 | [1] | 52,953 | [1] | |
(Benefit from) provision for income taxes | (66,281) | 17,312 | [1] | 20,243 | [1] | |
Net (loss) income | $ (360,320) | $ 25,620 | [1],[2] | $ 32,710 | [1],[2] | |
Earnings per share: | ||||||
Basic (in usd per share) | $ / shares | $ (9.40) | $ 0.67 | [1] | $ 0.86 | [1] | |
Diluted (in usd per share) | $ / shares | $ (9.40) | $ 0.65 | [1] | $ 0.83 | [1] | |
Weighted average common stock outstanding: | ||||||
Basic (shares) | shares | 38,318 | 38,179 | [1] | 37,852 | [1] | |
Diluted (shares) | shares | 38,318 | 39,180 | [1] | 39,259 | [1] | |
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | $ 1,995,019 | $ 1,872,816 | ||||
Operating expenses: | ||||||
Purchased transportation costs | 1,315,494 | 1,293,006 | ||||
Personnel and related benefits | 263,522 | 213,079 | ||||
Other operating expenses | 286,443 | 243,662 | ||||
Depreciation and amortization | 32,323 | 25,078 | ||||
Acquisition transaction expenses | 564 | 2,305 | ||||
Total operating expenses | 1,898,346 | 1,777,130 | ||||
Operating (loss) income | 96,673 | 95,686 | ||||
Interest expense | 19,439 | 13,363 | ||||
(Loss) income before provision for income taxes | 77,234 | 82,323 | ||||
(Benefit from) provision for income taxes | 29,234 | 30,349 | ||||
Net (loss) income | $ 48,000 | $ 51,974 | ||||
Earnings per share: | ||||||
Basic (in usd per share) | $ / shares | $ 1.26 | $ 1.37 | ||||
Diluted (in usd per share) | $ / shares | $ 1.23 | $ 1.32 | ||||
Weighted average common stock outstanding: | ||||||
Basic (shares) | shares | 37,969 | 37,852 | ||||
Diluted (shares) | shares | 38,974 | 39,259 | ||||
Adjustments | ||||||
Operating expenses: | ||||||
Net (loss) income | $ (22,380) | $ (19,264) | ||||
Receivables & Related Reserves | Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | (2,853) | (346) | ||||
Operating expenses: | ||||||
Purchased transportation costs | 0 | 0 | ||||
Personnel and related benefits | 0 | 0 | ||||
Other operating expenses | 7,978 | 8,576 | ||||
Depreciation and amortization | 0 | 0 | ||||
Acquisition transaction expenses | 0 | 0 | ||||
Total operating expenses | 7,978 | 8,576 | ||||
Operating (loss) income | (10,831) | (8,922) | ||||
Interest expense | 0 | 0 | ||||
(Loss) income before provision for income taxes | (10,831) | (8,922) | ||||
(Benefit from) provision for income taxes | 0 | 0 | ||||
Net (loss) income | (10,831) | (8,922) | ||||
Unrecorded Charges & Contingent Liabilities | Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Operating expenses: | ||||||
Purchased transportation costs | (5,098) | 1,718 | ||||
Personnel and related benefits | (268) | 582 | ||||
Other operating expenses | 16,130 | 10,204 | ||||
Depreciation and amortization | 0 | 0 | ||||
Acquisition transaction expenses | 0 | 0 | ||||
Total operating expenses | 10,764 | 12,504 | ||||
Operating (loss) income | (10,764) | (12,504) | ||||
Interest expense | 0 | 0 | ||||
(Loss) income before provision for income taxes | (10,764) | (12,504) | ||||
(Benefit from) provision for income taxes | 0 | 0 | ||||
Net (loss) income | (10,764) | (12,504) | ||||
Insurance Reserves & Related Receivables | Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Operating expenses: | ||||||
Purchased transportation costs | 0 | 0 | ||||
Personnel and related benefits | 0 | 0 | ||||
Other operating expenses | 5,672 | 5,450 | ||||
Depreciation and amortization | 0 | 0 | ||||
Acquisition transaction expenses | 0 | 0 | ||||
Total operating expenses | 5,672 | 5,450 | ||||
Operating (loss) income | (5,672) | (5,450) | ||||
Interest expense | 0 | 0 | ||||
(Loss) income before provision for income taxes | (5,672) | (5,450) | ||||
(Benefit from) provision for income taxes | 0 | 0 | ||||
Net (loss) income | (5,672) | (5,450) | ||||
Capital Improvements & Aircraft Spare Parts | Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Operating expenses: | ||||||
Purchased transportation costs | 0 | 0 | ||||
Personnel and related benefits | 0 | 0 | ||||
Other operating expenses | 7,732 | 3,318 | ||||
Depreciation and amortization | (697) | (824) | ||||
Acquisition transaction expenses | 0 | 0 | ||||
Total operating expenses | 7,035 | 2,494 | ||||
Operating (loss) income | (7,035) | (2,494) | ||||
Interest expense | 0 | 0 | ||||
(Loss) income before provision for income taxes | (7,035) | (2,494) | ||||
(Benefit from) provision for income taxes | 0 | 0 | ||||
Net (loss) income | (7,035) | (2,494) | ||||
Income Taxes & Debt Reclassification | Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | 0 | 0 | ||||
Operating expenses: | ||||||
Purchased transportation costs | 0 | 0 | ||||
Personnel and related benefits | 0 | 0 | ||||
Other operating expenses | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | ||||
Acquisition transaction expenses | 0 | 0 | ||||
Total operating expenses | 0 | 0 | ||||
Operating (loss) income | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||
(Loss) income before provision for income taxes | 0 | 0 | ||||
(Benefit from) provision for income taxes | (11,922) | (10,106) | ||||
Net (loss) income | $ 11,922 | $ 10,106 | ||||
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] | Note 15 “Restatement of Previously Issued Financial Statements.”See a |
Restatement of Previously Iss67
Restatement of Previously Issued Financial Statements - Impact on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Current assets: | |||||||
Cash and cash equivalents | $ 29,513 | $ 7,930 | [1],[2] | $ 10,809 | [1] | $ 5,438 | [1] |
Accounts receivable | 272,924 | 260,029 | [2] | ||||
Deferred income taxes | 0 | 20,891 | [2] | ||||
Income tax receivable | 40,766 | 20,663 | [2] | ||||
Prepaid expenses and other current assets | 31,284 | 37,051 | [2] | ||||
Total current assets | 374,487 | 346,564 | [2] | ||||
Property and equipment, net | 171,857 | 195,364 | [2] | ||||
Other assets: | |||||||
Goodwill | 312,541 | 682,810 | [2] | 664,677 | |||
Intangible assets, net | 65,549 | 75,694 | [2] | ||||
Other noncurrent assets | 9,120 | 7,321 | [2] | ||||
Total other assets | 387,210 | 765,825 | [2] | ||||
Total assets | 933,554 | 1,307,753 | [2] | 1,250,638 | |||
Current liabilities: | |||||||
Current maturities of debt | 445,589 | 432,830 | [2] | ||||
Accounts payable | 149,067 | 116,166 | [2] | ||||
Accrued expenses and other current liabilities | 89,381 | 81,922 | [2] | ||||
Total current liabilities | 684,037 | 630,918 | [2] | ||||
Long-term debt, net of current maturities | 0 | 0 | |||||
Long-term deferred tax liabilities | 44,174 | 105,088 | [2] | ||||
Other long-term liabilities | 7,875 | 15,308 | [2] | ||||
Total liabilities | 736,086 | 751,314 | [2] | ||||
Commitments and contingencies (Note 12) | [2] | ||||||
Stockholders' investment: | |||||||
Common stock | 383 | 383 | [2] | ||||
Additional paid-in capital | 398,602 | 397,253 | [2] | ||||
Retained (deficit) earnings | (201,517) | 158,803 | [2] | ||||
Total stockholders’ investment | 197,468 | 556,439 | [2],[3] | 524,287 | [3] | 485,141 | [3] |
Total liabilities and stockholders' investment | $ 933,554 | 1,307,753 | [2] | ||||
As Previously Reported | |||||||
Current assets: | |||||||
Cash and cash equivalents | 8,664 | 11,345 | 5,438 | ||||
Accounts receivable | 272,176 | ||||||
Deferred income taxes | 4,876 | ||||||
Income tax receivable | 11,262 | ||||||
Prepaid expenses and other current assets | 50,839 | ||||||
Total current assets | 347,817 | ||||||
Property and equipment, net | 197,744 | ||||||
Other assets: | |||||||
Goodwill | 691,118 | ||||||
Intangible assets, net | 76,694 | ||||||
Other noncurrent assets | 12,752 | ||||||
Total other assets | 780,564 | ||||||
Total assets | 1,326,125 | ||||||
Current liabilities: | |||||||
Current maturities of debt | 15,000 | ||||||
Accounts payable | 104,357 | ||||||
Accrued expenses and other current liabilities | 48,657 | ||||||
Total current liabilities | 168,014 | ||||||
Long-term debt, net of current maturities | 424,399 | ||||||
Long-term deferred tax liabilities | 104,400 | ||||||
Other long-term liabilities | 16,005 | ||||||
Total liabilities | 712,818 | ||||||
Commitments and contingencies (Note 12) | |||||||
Stockholders' investment: | |||||||
Common stock | 383 | ||||||
Additional paid-in capital | 397,253 | ||||||
Retained (deficit) earnings | 215,671 | ||||||
Total stockholders’ investment | 613,307 | 500,365 | |||||
Total liabilities and stockholders' investment | 1,326,125 | ||||||
Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | (734) | $ (536) | 0 | ||||
Receivables & Related Reserves | Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable | (12,147) | ||||||
Deferred income taxes | 0 | ||||||
Income tax receivable | 0 | ||||||
Prepaid expenses and other current assets | (112) | ||||||
Total current assets | (12,259) | ||||||
Property and equipment, net | 0 | ||||||
Other assets: | |||||||
Goodwill | (2,136) | ||||||
Intangible assets, net | 0 | ||||||
Other noncurrent assets | (230) | ||||||
Total other assets | (2,366) | ||||||
Total assets | (14,625) | ||||||
Current liabilities: | |||||||
Current maturities of debt | 0 | ||||||
Accounts payable | 11,125 | ||||||
Accrued expenses and other current liabilities | 288 | ||||||
Total current liabilities | 11,413 | ||||||
Long-term debt, net of current maturities | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Total liabilities | 11,413 | ||||||
Stockholders' investment: | |||||||
Common stock | 0 | ||||||
Additional paid-in capital | 0 | ||||||
Retained (deficit) earnings | (26,038) | ||||||
Total stockholders’ investment | (26,038) | (6,285) | |||||
Total liabilities and stockholders' investment | (14,625) | ||||||
Unrecorded Charges & Contingent Liabilities | Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | (734) | ||||||
Accounts receivable | 0 | ||||||
Deferred income taxes | 0 | ||||||
Income tax receivable | 0 | ||||||
Prepaid expenses and other current assets | (10,464) | ||||||
Total current assets | (11,198) | ||||||
Property and equipment, net | 302 | ||||||
Other assets: | |||||||
Goodwill | (530) | ||||||
Intangible assets, net | (1,000) | ||||||
Other noncurrent assets | 1,368 | ||||||
Total other assets | (162) | ||||||
Total assets | (11,058) | ||||||
Current liabilities: | |||||||
Current maturities of debt | 0 | ||||||
Accounts payable | 684 | ||||||
Accrued expenses and other current liabilities | 15,225 | ||||||
Total current liabilities | 15,909 | ||||||
Long-term debt, net of current maturities | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Other long-term liabilities | (697) | ||||||
Total liabilities | 15,212 | ||||||
Stockholders' investment: | |||||||
Common stock | 0 | ||||||
Additional paid-in capital | 0 | ||||||
Retained (deficit) earnings | (26,270) | ||||||
Total stockholders’ investment | (26,270) | (3,002) | |||||
Total liabilities and stockholders' investment | (11,058) | ||||||
Insurance Reserves & Related Receivables | Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable | 0 | ||||||
Deferred income taxes | 0 | ||||||
Income tax receivable | 0 | ||||||
Prepaid expenses and other current assets | (2,405) | ||||||
Total current assets | (2,405) | ||||||
Property and equipment, net | 0 | ||||||
Other assets: | |||||||
Goodwill | 0 | ||||||
Intangible assets, net | 0 | ||||||
Other noncurrent assets | 0 | ||||||
Total other assets | 0 | ||||||
Total assets | (2,405) | ||||||
Current liabilities: | |||||||
Current maturities of debt | 0 | ||||||
Accounts payable | 0 | ||||||
Accrued expenses and other current liabilities | 17,644 | ||||||
Total current liabilities | 17,644 | ||||||
Long-term debt, net of current maturities | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Total liabilities | 17,644 | ||||||
Stockholders' investment: | |||||||
Common stock | 0 | ||||||
Additional paid-in capital | 0 | ||||||
Retained (deficit) earnings | (20,049) | ||||||
Total stockholders’ investment | (20,049) | (8,927) | |||||
Total liabilities and stockholders' investment | (2,405) | ||||||
Capital Improvements & Aircraft Spare Parts | Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable | 0 | ||||||
Deferred income taxes | 0 | ||||||
Income tax receivable | 0 | ||||||
Prepaid expenses and other current assets | (807) | ||||||
Total current assets | (807) | ||||||
Property and equipment, net | (2,682) | ||||||
Other assets: | |||||||
Goodwill | (9,626) | ||||||
Intangible assets, net | 0 | ||||||
Other noncurrent assets | 0 | ||||||
Total other assets | (9,626) | ||||||
Total assets | (13,115) | ||||||
Current liabilities: | |||||||
Current maturities of debt | 0 | ||||||
Accounts payable | 0 | ||||||
Accrued expenses and other current liabilities | 0 | ||||||
Total current liabilities | 0 | ||||||
Long-term debt, net of current maturities | 0 | ||||||
Long-term deferred tax liabilities | 0 | ||||||
Other long-term liabilities | 0 | ||||||
Total liabilities | 0 | ||||||
Stockholders' investment: | |||||||
Common stock | 0 | ||||||
Additional paid-in capital | 0 | ||||||
Retained (deficit) earnings | (13,115) | ||||||
Total stockholders’ investment | (13,115) | (3,586) | |||||
Total liabilities and stockholders' investment | (13,115) | ||||||
Income Taxes & Debt Reclassification | Adjustments | |||||||
Current assets: | |||||||
Cash and cash equivalents | 0 | ||||||
Accounts receivable | 0 | ||||||
Deferred income taxes | 16,015 | ||||||
Income tax receivable | 9,401 | ||||||
Prepaid expenses and other current assets | |||||||
Total current assets | 25,416 | ||||||
Property and equipment, net | 0 | ||||||
Other assets: | |||||||
Goodwill | 3,984 | ||||||
Intangible assets, net | 0 | ||||||
Other noncurrent assets | (6,569) | ||||||
Total other assets | (2,585) | ||||||
Total assets | 22,831 | ||||||
Current liabilities: | |||||||
Current maturities of debt | 417,830 | ||||||
Accounts payable | 0 | ||||||
Accrued expenses and other current liabilities | 108 | ||||||
Total current liabilities | 417,938 | ||||||
Long-term debt, net of current maturities | (424,399) | ||||||
Long-term deferred tax liabilities | 688 | ||||||
Other long-term liabilities | 0 | ||||||
Total liabilities | (5,773) | ||||||
Stockholders' investment: | |||||||
Common stock | 0 | ||||||
Additional paid-in capital | 0 | ||||||
Retained (deficit) earnings | 28,604 | ||||||
Total stockholders’ investment | 28,604 | $ 6,576 | |||||
Total liabilities and stockholders' investment | $ 22,831 | ||||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss68
Restatement of Previously Issued Financial Statements - Cumulative Effect of Prior Period Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | [2] | Dec. 31, 2013 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | 38,341,000 | 38,266,000 | [1] | ||||
Stockholders' investment balance | $ 197,468 | $ 556,439 | [1],[2] | $ 524,287 | $ 485,141 | [2] | |
Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | $ (201,517) | $ 158,803 | [2] | $ 133,183 | $ 100,473 | [2] | |
Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | 38,340,607 | 38,265,869 | [2] | 37,925,164 | 37,564,446 | [2] | |
Stockholders' investment balance | $ 383 | $ 383 | [2] | $ 379 | $ 376 | [2] | |
Additional Paid-In Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | $ 398,602 | 397,253 | [2] | $ 390,725 | 384,292 | [2] | |
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | 613,307 | 500,365 | |||||
As Previously Reported | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | $ 115,697 | ||||||
As Previously Reported | Common Stock | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Common stock, shares outstanding | 37,564,446 | ||||||
Stockholders' investment balance | $ 376 | ||||||
As Previously Reported | Additional Paid-In Capital | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | 384,292 | ||||||
Receivables & Related Reserves | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (26,038) | (6,285) | |||||
Receivables & Related Reserves | Adjustments | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (6,285) | ||||||
Unrecorded Charges & Contingent Liabilities | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (26,270) | (3,002) | |||||
Unrecorded Charges & Contingent Liabilities | Adjustments | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (3,002) | ||||||
Insurance Reserves & Related Receivables | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (20,049) | (8,927) | |||||
Insurance Reserves & Related Receivables | Adjustments | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (8,927) | ||||||
Capital Improvements & Aircraft Spare Parts | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (13,115) | (3,586) | |||||
Capital Improvements & Aircraft Spare Parts | Adjustments | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | (3,586) | ||||||
Income Taxes & Debt Reclassification | Adjustments | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | $ 28,604 | 6,576 | |||||
Income Taxes & Debt Reclassification | Adjustments | Retained Earnings | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Stockholders' investment balance | $ 6,576 | ||||||
[1] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Restatement of Previously Iss69
Restatement of Previously Issued Financial Statements - Impact on Consolidated Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ (360,320) | $ 25,620 | [1],[2] | $ 32,710 | [1],[2] | ||
Depreciation and amortization | 40,720 | 33,911 | [1] | 26,321 | [1] | ||
Loss on disposal of property and equipment | 4,144 | 1,300 | [1] | 209 | [1] | ||
Share-based compensation | 2,232 | 2,500 | [1] | 2,255 | [1] | ||
Adjustments to contingent purchase obligations | (2,458) | (2,931) | [1] | (1,722) | [1] | ||
Provision for bad debts | 5,127 | 4,816 | [1] | 9,653 | [1] | ||
Tax deficiency (excess tax benefit) on share-based compensation | 547 | (1,175) | [1] | (1,441) | [1] | ||
Deferred tax (benefit) provision | (43,441) | 2,754 | [1] | 2,467 | [1] | ||
Changes in (net of acquisitions): | |||||||
Accounts receivable | (18,020) | 19,041 | [1] | (43,628) | [1] | ||
Income taxes receivable | (20,103) | (7,020) | [1] | (5,899) | [1] | ||
Prepaid expenses and other assets | 8,152 | (6,028) | [1] | (5,035) | [1] | ||
Accounts payable | 32,901 | (11,929) | [1] | 14,921 | [1] | ||
Accrued expenses and other liabilities | 11,675 | 7,355 | [1] | 6,417 | [1] | ||
Net cash provided by operating activities | 29,401 | 68,214 | [1] | 37,228 | [1] | ||
Cash flows from investing activities: | |||||||
Acquisition of business, net of cash acquired | 0 | (32,765) | [1] | (230,818) | [1] | ||
Capital expenditures | (17,573) | (49,984) | [1] | (41,975) | [1] | ||
Proceeds from sale of property and equipment | 6,980 | 6,078 | [1] | 6,951 | [1] | ||
Net cash used in investing activities | (9,593) | (76,671) | [1] | (265,842) | [1] | ||
Cash flows from financing activities: | |||||||
Net cash provided by financing activities | 1,775 | 5,578 | [1] | 233,985 | [1] | ||
Net increase (decrease) in cash and cash equivalents | 21,583 | (2,879) | [1] | 5,371 | [1] | ||
Cash and cash equivalents: | |||||||
Beginning of period | [1] | 7,930 | [3] | 10,809 | 5,438 | ||
End of period | 29,513 | 7,930 | [1],[3] | 10,809 | [1] | ||
As Previously Reported | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | 48,000 | 51,974 | |||||
Depreciation and amortization | 34,608 | 27,145 | |||||
Loss on disposal of property and equipment | (424) | (106) | |||||
Share-based compensation | 2,500 | 2,255 | |||||
Adjustments to contingent purchase obligations | 0 | 0 | |||||
Provision for bad debts | 3,010 | 4,499 | |||||
Tax deficiency (excess tax benefit) on share-based compensation | (1,175) | (1,441) | |||||
Deferred tax (benefit) provision | 10,534 | 7,512 | |||||
Changes in (net of acquisitions): | |||||||
Accounts receivable | 13,984 | (44,520) | |||||
Income taxes receivable | 0 | 0 | |||||
Prepaid expenses and other assets | (17,603) | (5,180) | |||||
Accounts payable | (15,658) | 10,877 | |||||
Accrued expenses and other liabilities | (4,414) | (12,385) | |||||
Net cash provided by operating activities | 73,362 | 40,630 | |||||
Cash flows from investing activities: | |||||||
Acquisition of business, net of cash acquired | (32,765) | (230,818) | |||||
Capital expenditures | (54,859) | (44,977) | |||||
Proceeds from sale of property and equipment | 6,080 | 6,951 | |||||
Net cash used in investing activities | (81,544) | (268,844) | |||||
Cash flows from financing activities: | |||||||
Net cash provided by financing activities | 5,501 | 234,121 | |||||
Net increase (decrease) in cash and cash equivalents | (2,681) | 5,907 | |||||
Cash and cash equivalents: | |||||||
Beginning of period | 8,664 | 11,345 | 5,438 | ||||
End of period | 8,664 | 11,345 | |||||
Adjustments | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | (22,380) | (19,264) | |||||
Depreciation and amortization | (697) | (824) | |||||
Loss on disposal of property and equipment | 1,724 | 315 | |||||
Share-based compensation | 0 | 0 | |||||
Adjustments to contingent purchase obligations | (2,931) | (1,722) | |||||
Provision for bad debts | 1,806 | 5,154 | |||||
Tax deficiency (excess tax benefit) on share-based compensation | 0 | 0 | |||||
Deferred tax (benefit) provision | (7,780) | (5,045) | |||||
Changes in (net of acquisitions): | |||||||
Accounts receivable | 5,057 | 892 | |||||
Income taxes receivable | (7,020) | (5,899) | |||||
Prepaid expenses and other assets | 11,575 | 145 | |||||
Accounts payable | 3,729 | 4,044 | |||||
Accrued expenses and other liabilities | 11,769 | 18,802 | |||||
Net cash provided by operating activities | (5,148) | (3,402) | |||||
Cash flows from investing activities: | |||||||
Acquisition of business, net of cash acquired | 0 | 0 | |||||
Capital expenditures | 4,875 | 3,002 | |||||
Proceeds from sale of property and equipment | (2) | 0 | |||||
Net cash used in investing activities | 4,873 | 3,002 | |||||
Cash flows from financing activities: | |||||||
Net cash provided by financing activities | 77 | (136) | |||||
Net increase (decrease) in cash and cash equivalents | (198) | (536) | |||||
Cash and cash equivalents: | |||||||
Beginning of period | $ (734) | (536) | 0 | ||||
End of period | $ (734) | $ (536) | |||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a | ||||||
[2] | See Note 15 “Restatement of Previously Issued Financial Statements.” | ||||||
[3] | See Note 15 “Restatement of Previously Issued Financial Statements.” |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Dec. 15, 2017USD ($) | Sep. 15, 2017USD ($) | May 01, 2017USD ($)individual$ / sharesshares | Jul. 20, 2017USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | [1] | Jul. 21, 2017USD ($) | Nov. 14, 2016USD ($) | Jun. 17, 2016USD ($) | Sep. 24, 2015USD ($) | Jul. 09, 2014USD ($) | Aug. 09, 2013USD ($) | |
Subsequent Event [Line Items] | |||||||||||||||
Warrant outstanding | shares | 274,362 | 274,362 | |||||||||||||
Proceeds from sale of business | $ 1,000,000 | $ 0 | [1] | $ 0 | |||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Daily payment rate | $ 33,333.33 | ||||||||||||||
Period in which prior approval from preferred stock holders is required for divestiture | 6 months | ||||||||||||||
Number of preferred stock directors to be elected | individual | 2 | ||||||||||||||
Preferred Stock | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 540,500,000 | ||||||||||||||
Minimum | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Minimum divestiture amount requiring prior approval from preferred stock holders | $ 10,000,000 | ||||||||||||||
After the redemption of Series B and Series C | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of preferred stock directors to be elected | individual | 1 | ||||||||||||||
Minimum percentage of equity held by Elliot, require to have one preferred stock directors on board | 5.00% | ||||||||||||||
Common Stock | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Terms of warrant | 8 years | ||||||||||||||
Warrant outstanding | shares | 379,572 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||
Revolving credit facility | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 250,000,000 | $ 300,000,000 | $ 400,000,000 | $ 350,000,000 | $ 200,000,000 | ||||||||||
ABL Facility, Maturity July 2022 | Revolving credit facility | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 200,000,000 | ||||||||||||||
ABL Facility, Maturity July 2022 | Bridge Loan | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | 20,000,000 | ||||||||||||||
ABL Facility, Maturity July 2022 | Letter of Credit | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | 30,000,000 | ||||||||||||||
ABL Facility, Maturity July 2022 | Term Loan Facility | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | 56,800,000 | ||||||||||||||
ABL Facility, Maturity July 2022 | Asset-Based Facility | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||||||||
Decrease in maximum borrowing capacity | $ 15,000,000 | ||||||||||||||
Disposed of by Sale | Unitrans | Ascent Global Logistics Holdings, Inc | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Proceeds from sale of business | $ 95,000,000 | ||||||||||||||
[1] | Note 15 “Restatement of Previously Issued Financial Statements.”See a |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Terms of the Preferred Stock (Details) - Subsequent Event | May 01, 2017$ / sharesshares |
Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred shares issued at $0.01 par value (in shares) | shares | 155,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 |
Share issued, price per share (in dollars per share) | $ 1,000 |
Preferred stock redemption term | 8 years |
Series C Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred shares issued at $0.01 par value (in shares) | shares | 55,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 |
Share issued, price per share (in dollars per share) | $ 1,000 |
Preferred stock redemption term | 8 years |
Preferred stock redemption rights | 65.00% |
Series D Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred shares issued at $0.01 par value (in shares) | shares | 100 |
Preferred stock, par value (in dollars per share) | $ 0.01 |
Share issued, price per share (in dollars per share) | $ 1 |
Preferred stock redemption term | 8 years |
Series E Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred shares issued at $0.01 par value (in shares) | shares | 90,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 |
Share issued, price per share (in dollars per share) | $ 1,000 |
Dividend rate, component two | 8.50% |
Preferred stock redemption term | 6 years |
Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred shares issued at $0.01 par value (in shares) | shares | 240,500 |
Preferred stock, par value (in dollars per share) | $ 0.01 |
Share issued, price per share (in dollars per share) | $ 1,000 |
Preferred stock redemption term | 6 years |
Adjusted LIBOR | Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component one, basis spread on variable rate | 3.00% |
Adjusted LIBOR | Series C Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component one, basis spread on variable rate | 3.00% |
London Interbank Offered Rate (LIBOR) [Member] | Series E Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component one, basis spread on variable rate | 5.25% |
London Interbank Offered Rate (LIBOR) [Member] | Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component one, basis spread on variable rate | 6.25% |
Minimum | Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component two | 4.75% |
Minimum | Series C Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component two | 4.75% |
Maximum | Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component two | 12.50% |
Maximum | Series C Preferred Stock | |
Subsequent Event [Line Items] | |
Dividend rate, component two | 12.50% |
Refinancing date | Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 101.00% |
0 - 12 months from closing date | Series E Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 106.50% |
0 - 12 months from closing date | Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 106.50% |
12 - 24 months from closing date | Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 105.00% |
12 - 24 months from closing date | Series E Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 103.50% |
12 - 24 months from closing date | Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 103.50% |
24 - 36 months from closing date | Series B Preferred Stock | |
Subsequent Event [Line Items] | |
Preferred stock redemption rights | 103.00% |