Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 07, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 195.8 | ||
Entity Common Stock, Shares Outstanding | 38,507,230 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 25,702 | $ 29,513 |
Accounts receivable, net of allowances of $10,891 and $18,573, respectively | 321,629 | 272,924 |
Income tax receivable | 14,749 | 40,766 |
Prepaid expenses and other current assets | 36,306 | 31,284 |
Total current assets | 398,386 | 374,487 |
Property and equipment, net of accumulated depreciation of $107,037 and $88,453, respectively | 159,547 | 171,857 |
Other assets: | ||
Goodwill | 264,826 | 312,541 |
Intangible assets, net | 49,648 | 65,549 |
Other noncurrent assets | 3,636 | 9,120 |
Total other assets | 318,110 | 387,210 |
Total assets | 876,043 | 933,554 |
Current liabilities: | ||
Current maturities of debt | 9,950 | 445,589 |
Accounts payable | 171,905 | 149,067 |
Accrued expenses and other current liabilities | 105,409 | 89,381 |
Total current liabilities | 287,264 | 684,037 |
Deferred tax liabilities | 14,282 | 44,174 |
Other long-term liabilities | 10,873 | 7,875 |
Total debt, net of current maturities | 189,460 | 0 |
Preferred stock | 263,317 | 0 |
Total liabilities | 765,196 | 736,086 |
Commitments and contingencies (Note 13) | ||
Stockholders' investment: | ||
Common stock $.01 par value; 105,000 shares authorized; 38,423 and 38,341 shares issued and outstanding, respectively | 384 | 383 |
Additional paid-in capital | 403,166 | 398,602 |
Retained deficit | (292,703) | (201,517) |
Total stockholders’ investment | 110,847 | 197,468 |
Total liabilities and stockholders' investment | $ 876,043 | $ 933,554 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 10,891 | $ 18,573 |
Property and equipment, net of accumulated depreciation | $ 107,037 | $ 88,453 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 105,000,000 | 100,000,000 |
Common stock, shares issued | 38,423,000 | 38,341,000 |
Common stock, shares outstanding | 38,423,000 | 38,341,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues | $ 2,091,291 | $ 2,033,200 | $ 1,992,166 |
Operating expenses: | |||
Purchased transportation costs | 1,430,378 | 1,364,055 | 1,310,396 |
Personnel and related benefits | 296,925 | 286,134 | 263,254 |
Other operating expenses | 393,731 | 374,979 | 323,955 |
Depreciation and amortization | 37,747 | 38,145 | 31,626 |
Gain from sale of Unitrans | (35,440) | 0 | 0 |
Impairment charges | 4,402 | 373,661 | 0 |
Acquisition transaction expenses | 0 | 0 | 564 |
Total operating expenses | 2,127,743 | 2,436,974 | 1,929,795 |
Operating (loss) income | (36,452) | (403,774) | 62,371 |
Interest expense | |||
Interest expense - preferred stock | 49,704 | 0 | 0 |
Interest expense - debt | 14,345 | 22,827 | 19,439 |
Total interest expense | 64,049 | 22,827 | 19,439 |
Loss from debt extinguishment | 15,876 | 0 | 0 |
(Loss) income before income taxes | (116,377) | (426,601) | 42,932 |
(Benefit from) provision for income taxes | (25,191) | (66,281) | 17,312 |
Net (loss) income | $ (91,186) | $ (360,320) | $ 25,620 |
(Loss) earnings per share: | |||
Basic (in usd per share) | $ (2.37) | $ (9.40) | $ 0.67 |
Diluted (in usd per share) | $ (2.37) | $ (9.40) | $ 0.65 |
Weighted average common stock outstanding: | |||
Basic (shares) | 38,405 | 38,318 | 38,179 |
Diluted (shares) | 38,405 | 38,318 | 39,180 |
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, 2014 | 37,925,164 | |||
Balance at Dec. 31, 2014 | $ 524,287 | $ 379 | $ 390,725 | $ 133,183 |
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 | 25,620 | ||
Balance at Dec. 31, 2015 | 556,439 | $ 383 | 397,253 | 158,803 |
Balance, shares at Dec. 31, 2015 | 38,265,869 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 74,738 | |||
Issuance of restricted stock units, net of taxes paid | (303) | $ 0 | (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 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 82,499 | |||
Issuance of restricted stock units, net of taxes paid | $ (239) | $ 1 | (240) | |
Share-based compensation | 2,233 | 2,233 | ||
Proceeds from Issuance of Warrants | 2,571 | 2,571 | ||
Net income (loss) | (91,186) | (91,186) | ||
Balance at Dec. 31, 2017 | $ 110,847 | $ 384 | $ 403,166 | $ (292,703) |
Balance, shares at Dec. 31, 2017 | 38,423,000 | 38,423,106 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (91,186) | $ (360,320) | $ 25,620 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 38,880 | 40,720 | 33,911 |
Loss on disposal of property and equipment | 1,637 | 4,144 | 1,300 |
Gain on sale of business | (35,440) | (5,416) | 0 |
Share-based compensation | 2,233 | 2,232 | 2,500 |
Change in fair value of preferred stock | 18,387 | 0 | 0 |
Amortization of preferred stock issuance costs | 16,112 | 0 | 0 |
Loss from debt extinguishment | 15,876 | 0 | 0 |
Adjustments to contingent purchase obligations | 0 | (2,458) | (2,931) |
Provision for bad debts | 5,964 | 5,127 | 4,816 |
Deferred tax (benefit) provision | (27,066) | (43,441) | 2,754 |
Impairment charges | 4,402 | 373,661 | 0 |
Changes in (net of acquisitions): | |||
Accounts receivable | (70,171) | (18,020) | 19,041 |
Income taxes receivable | 26,017 | (20,103) | (7,020) |
Prepaid expenses and other assets | (753) | 8,152 | (6,028) |
Accounts payable | 28,960 | 32,901 | (11,929) |
Accrued expenses and other liabilities | 20,596 | 11,675 | 7,355 |
Net cash (used in) provided by operating activities | (45,552) | 28,854 | 69,389 |
Cash flows from investing activities: | |||
Acquisition of business, net of cash acquired | 0 | 0 | (32,765) |
Capital expenditures | (14,517) | (17,573) | (49,984) |
Proceeds from sale of property and equipment | 3,636 | 6,980 | 6,078 |
Proceeds from sale of business | 88,512 | 1,000 | 0 |
Net cash provided by (used in) investing activities | 77,631 | (9,593) | (76,671) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 264,405 | 292,124 | 183,852 |
Payments under revolving credit facilities | (290,068) | (262,573) | (275,703) |
Debt borrowings | 56,927 | 0 | 110,000 |
Debt payments | (278,819) | (18,500) | (8,750) |
Debt issuance cost | (4,672) | (871) | (2,798) |
Cash collateralization of letters of credit | (175) | 0 | 0 |
Payment of debt extinguishment costs | (10,960) | 0 | 0 |
Payments of contingent purchase obligations | 0 | (2,455) | (3,317) |
Preferred stock issuance costs | (16,112) | 0 | 0 |
Proceeds from issuance of preferred stocks and warrants | 540,500 | 0 | 0 |
Preferred stock payments | (293,000) | 0 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 0 | 3,786 |
Issuance of restricted stock units, net of taxes paid | (239) | (303) | (929) |
Reduction of capital lease obligation | (3,677) | (5,100) | (1,738) |
Net cash provided by financing activities | (35,890) | 2,322 | 4,403 |
Net increase (decrease) in cash and cash equivalents | (3,811) | 21,583 | (2,879) |
Cash and cash equivalents: | |||
Beginning of period | 29,513 | 7,930 | 10,809 |
End of period | 25,702 | 29,513 | 7,930 |
Supplemental cash flow information: | |||
Cash paid for interest | 28,129 | 19,473 | 16,725 |
Cash paid for income taxes (net of refunds) | (25,254) | (3,943) | 20,812 |
Non-cash sale of business | 0 | 3,860 | 0 |
Noncash contingent earnout | 0 | 0 | 4,114 |
Non-cash capital leases and other obligations to acquire assets | $ 7,193 | $ 0 | $ 12,417 |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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 Ascent Global Logistics (“Ascent”). Within its TL business, the Company operates a network of TL service centers and company dispatch offices which are augmented by independent brokerage agents. Within its LTL business, the Company operates LTL service centers throughout the United States, complemented by relationships with numerous delivery agents. Within its Ascent business, the Company operates service centers, dispatch offices, and freight consolidation and inventory management centers throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service to its customers, including domestic and international air and ocean transportation services. The Company operates primarily in the United States. Principles of Consolidation The accompanying audited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the periods presented. The Company owns 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, 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting. The Company prospectively recognizes any excess tax benefits or tax deficiencies through the consolidated statements of operations and also offsets excess tax benefits and/or tax deficiencies against taxes payable. Also, the Company adopted the classification of the excess tax benefit on a retrospective basis and did not present excess tax benefits and/or tax deficiencies as financing activities within the consolidated statements of cash flows for either period presented. Tax deficiency on share-based compensation was $0.5 million for the year ended December 31, 2016 and the excess tax benefit was $1.2 million for the year ended December 31, 2015 . The Company has elected to recognize forfeitures as they occur. 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. 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. Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $10.9 million and $18.6 million as of December 31, 2017 and 2016 , 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 to 60 days from the invoice date. The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Beginning balance $ 18,573 $ 14,026 $ 10,775 Divestiture of Unitrans (91 ) — — Provision, charged to expense 5,964 5,127 4,816 Write-offs, less recoveries (13,555 ) (580 ) (1,565 ) Ending balance $ 10,891 $ 18,573 $ 14,026 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 5-40 years Computer equipment and software 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 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. Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. 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. Rotables and repairables 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 these aircraft fleet parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. Goodwill and Other Intangibles 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 on July 1st 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 the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment charge is recognized 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. Prior to 2017, the analysis of potential impairment of goodwill required a two-step approach, the first of which was 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 exceeded its fair value, a second step was required to measure the goodwill impairment loss. The second step included 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 was compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeded the implied fair value of the goodwill, a non-cash goodwill impairment loss was recognized in an amount equal to the excess, not to exceed the carrying amount. See Note 4 for more information on how the Company analyzes the valuation of its goodwill and the results of that valuation. Intangible assets consist primarily of definite lived customer relationships. The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. The Company evaluates its 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. See Note 4 for additional information on the Company's intangible assets. Fair Value Measurement The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2017 and 2016 as the debt facilities as of such dates bore interest based on prevailing variable market rates and as such were categorized as a Level 2 in the fair value hierarchy as defined in Note 7. The Company has elected to measure the value of its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The significant inputs used to determine the fair value are unobservable and require significant management judgment or estimation and as such were categorized as a Level 3 in the fair value hierarchy. See Note 7 for more information on how the Company determines the fair value of its preferred stock. Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the Company's debt. Issuance costs associated with the Company's debt are capitalized and amortized over the expected maturity of the financing agreements using the effective interest rate method. Unamortized debt issuance costs have been classified as a reduction to debt in the consolidated balance sheets. Issuance costs incurred in connection with the issuance of the Company's preferred stock have been expensed as incurred and are reflected in interest expense - preferred stock. 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 U.S. federal tax rate reduction from 35% to 21% (pursuant to the Tax Cuts and Jobs Act enacted on December 22, 2017) was recognized in (benefit from) provision for income taxes in 2017. 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. 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. Ascent 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 Ascent transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09 (“ASU 2014-09”), which was updated in August 2015 by ASU 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 ASU 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. The Company adopted the new revenue standard on January 1, 2018 and assessed all potential impacts of this standard. The Company determined key factors from the five-step process to recognize revenue as prescribed by the new standard that may be applicable to each of the Company's operating businesses that roll up into its three segments. Significant customers and contracts from each business unit were identified and the Company substantially completed the review of these contracts. Evaluation of the provisions of these contracts, and the comparison of historical accounting policies and practices to the requirements of the new standard (including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies the Company expects to apply and a comparison to the Company's current revenue recognition policies), is in process. The Company will complete its process before filing its Form 10-Q for the quarter ended March 31, 2018. The Company's work to date indicates that certain transactions with customers may require a change in the timing of when revenue and related expense is recognized. The Company expects that the adoption of Topic 606 will have an impact of approximately $1 million on its consolidated financial statements. The standard allows for either a full retrospective or a modified retrospective adoption approach. The Company has elected the modified retrospective method which will require a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods. In February 2016, the FASB issued ASU 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 generally on a 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 account for leases with terms of 12 months or less. In August 2016, the FASB issued ASU 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 early adopted ASU 2016-15 effective December 31, 2017 as it had no impact on the Company's consolidated financial statements. In October 2016, the FASB issued ASU 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. GAAP currently 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 January 2017, the FASB issued ASU 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. The Company early adopted this ASU and applied it to its goodwill impairment analysis as of July 1, 2017. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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): 2017 2016 Land $ 3,785 $ 3,189 Buildings and leasehold improvements 18,625 18,520 Computer equipment and software 55,793 47,313 Office equipment, furniture, and fixtures 5,035 6,250 Dock, warehouse, and other equipment 9,259 8,852 Tractors and trailers 144,260 147,015 Aircraft fleet and rotable spare parts 29,827 29,171 Property and equipment, gross 266,584 260,310 Less: Accumulated depreciation (107,037 ) (88,453 ) Property and equipment, net $ 159,547 $ 171,857 As of December 31, 2017 , $10.9 million of assets not yet placed into service have been included in the line items above. Property and equipment Depreciation expense was $28.5 million , $29.6 million , and $23.2 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | 3. Acquisitions and Divestitures 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 Stagecoach have been included in the Company's consolidated financial statements since its acquisition date. The acquisition of Stagecoach is considered immaterial. On September 15, 2017 , the Company completed the sale of its wholly-owned subsidiary Unitrans, Inc. (“Unitrans”). The Company received net proceeds of $88.5 million and recognized a gain of $35.4 million . Proceeds from the sale were used primarily to redeem a portion of the Series E Preferred Stock and to provide funding for operations. The results of operations and financial condition of Unitrans have been included in the Company's consolidated financial statements within the Company's Ascent segment until the date of sale. The divestiture of Unitrans did not meet the criteria for being classified as a discontinued operation and, accordingly, its results are presented within continuing operations. Unitrans contributed $5.8 million , $8.0 million and $8.6 million of income before taxes for the years ended December 31, 2017, 2016 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
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 on July 1st 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 the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as 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. 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. 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: one reporting unit for its TL segment; one reporting unit for its LTL segment; and two reporting units for its Ascent segment, which are the Ascent reporting unit and the Warehousing & Consolidation reporting unit. The Company conducted its goodwill impairment analysis for each of its four reporting units at July 1, 2017 and determined that no impairment had occurred, as each reporting unit's fair value exceeded the carrying value. The sale of Unitrans, which was included in the Ascent reporting unit, reduced the Ascent reporting unit's goodwill and gross carrying amount of intangible asset balances by $42.8 million and $12.0 million , respectively, resulting in an incremental impairment analysis on the remaining net assets of the Ascent reporting unit. The Company evaluated the remaining carrying value of the Ascent reporting unit and compared it to the fair value of the remaining businesses in the Ascent reporting unit. As a result of this evaluation, the Company determined the carrying value exceeded the fair value and recorded a $4.4 million impairment charge in the third quarter of 2017. 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 Ascent 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 in the third quarter of 2016 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 . The following is a rollforward of goodwill from December 31, 2015 to December 31, 2017 by segment (in thousands): TL LTL Ascent Total 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 charges (157,538 ) (197,312 ) (17,231 ) (372,081 ) Goodwill balance as of December 31, 2016 $ 99,214 $ — $ 213,327 $ 312,541 Adjustments to goodwill for purchase accounting (470 ) — — (470 ) Adjustments to goodwill for sale of Unitrans — — (42,843 ) (42,843 ) Goodwill impairment charges — — (4,402 ) (4,402 ) Goodwill balance as of December 31, 2017 $ 98,744 $ — $ 166,082 $ 264,826 The following is a breakdown of the Company's accumulated goodwill impairment losses from January 1, 2016 to December 31, 2017 by segment (in thousands): TL LTL Ascent Total Balance as of January 1, 2016 $ — $ — $ — $ — Impairment charges in 2016 157,538 197,312 17,231 372,081 Impairment charges in 2017 — — 4,402 4,402 Balance as of December 31, 2017 $ 157,538 $ 197,312 $ 21,633 $ 376,483 Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets were as follows as of December 31 (in thousands): 2017 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 55,733 $ (18,907 ) $ 36,826 $ 54,973 $ (13,606 ) $ 41,367 LTL 2,498 (1,748 ) 750 1,358 (1,083 ) 275 Ascent 26,427 (14,355 ) 12,072 38,427 (14,520 ) 23,907 Total intangible assets $ 84,658 $ (35,010 ) $ 49,648 $ 94,758 $ (29,209 ) $ 65,549 Amortization expense was $9.2 million , $8.6 million , and $8.4 million for the years ended December 31, 2017 , 2016 , and 2015 , 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, determined the customer relationship intangible was impaired, and recorded an impairment charge of $1.6 million in 2016 . 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, 2017 is as follows (in thousands): Amount Year Ending: 2018 $ 7,123 2019 6,819 2020 6,447 2021 6,265 2022 5,525 Thereafter 17,469 Total $ 49,648 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | . Debt The Company's debt consisted of the following at December 31 (in thousands): 2017 2016 ABL Facility: Revolving credit facility $ 147,037 $ — Term loan 55,858 — Total ABL Facility $ 202,895 $ — Senior debt: Revolving credit facility $ — $ 172,700 Term loans — 277,750 Total senior debt $ — $ 450,450 Less: Debt issuance costs and discount (3,485 ) (4,861 ) Total debt, net of debt issuance costs and discount 199,410 445,589 Less: Current maturities (9,950 ) (445,589 ) Total debt, net of current maturities $ 189,460 $ — Maturities for each of the next five years based on debt as of December 31, 2017 are as follows (in thousands) Amount Year Ending: 2018 $ 9,950 2019 9,952 2020 9,954 2021 9,955 2022 163,084 Total $ 202,895 ABL Facility On July 21, 2017, the Company entered into the Asset-Based Lending (“ABL”) Facility 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. The ABL Facility matures on July 21, 2022. The ABL Facility consists of a: • $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; • $56.8 million term loan facility; and • $35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before being utilized. The Company initially borrowed $141.7 million under the revolving line of credit and $56.8 million under the term loan facility. Principal on the term loan facility is due in quarterly installments commencing on March 31, 2018. Borrowings under the ABL Facility are secured by substantially all of the assets of the Company. Borrowings under the ABL Facility bear interest at either the (a) LIBOR Rate (as defined in the credit agreement) plus an applicable margin in the range of 1.5% to 2.25% , or (b) the Base Rate (as defined in the credit agreement) plus an applicable margin in the range of 0.5% to 1.25% . The ABL Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The ABL Facility also provides for the issuance of up to $30.0 million in letters of credit. As of December 31, 2017, the Company had outstanding letters of credit totaling $17.4 million . 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 First 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. On January 30, 2018, the Company entered into a Second Amendment to the ABL Facility and on March 14, 2018, the Company entered into a Third Amendment to the ABL Facility. See Note 16 for additional information regarding both Amendments to the ABL Facility. Senior Debt 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. The Company was not in compliance with its debt covenants for the year ended December 31, 2016 and, accordingly, the Company's senior debt was classified as current on its consolidated balance sheets. The senior debt was paid off with the proceeds from the issuance of preferred stock on May 2, 2017. See Note 6 for further information on the Company's issuance of preferred stock. In connection with the pay-off of the senior debt, the Company recorded a loss from debt extinguishment of $9.8 million . Capital Lease Obligations The Company has a building and certain equipment classified as capital leases. As of December 31, 2017 , the gross property and equipment value of capital lease assets was $14.1 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, 2017 (in thousands): Amount Year Ending: 2018 $ 2,809 2019 3,417 2020 1,897 2021 1,896 2022 158 Total minimum lease payments 10,177 Less: amount representing interest (612 ) Present value of net minimum lease payments (1) $ 9,565 (1) Reflected in the consolidated balance sheets as $2.4 million of accrued expenses and other current liabilities and $7.2 million of other long-term liabilities. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock Preferred stock as of December 31 consisted of the following (in thousands): 2017 2016 Preferred stock: Series B Preferred $ 146,649 $ — Series C Preferred 76,096 — Series D Preferred 6,672 — Series E Preferred 33,900 — Total Preferred stock $ 263,317 $ — Preferred Stock On May 1, 2017, the Company entered into an Investment Agreement (“Investment Agreement”), which closed on May 2, 2017, with affiliates of Elliott Management Corporation (“Elliott”) , pursuant to which the Company issued and sold shares of its preferred stock and issued warrants 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 operations and future growth. The Company made certain customary representations and warranties 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. The preferred stock is mandatorily redeemable and, as such, is presented as a liability on the consolidated balance sheets. The Company has elected to measure the value of its preferred stock using the fair value method. Under the fair value method, issuance costs are expensed as incurred. The Company incurred $16.1 million of issuance costs associated with the preferred stock for the year ended December 31, 2017 , which are reflected in interest expense - preferred stock. The fair value of the preferred stock increased by $18.4 million during the year ended December 31, 2017 , which is reflected in interest expense - preferred stock. In connection with the repurchase of the Series F Preferred Stock and repurchase of a portion of the Series E Preferred Stock, the Company recorded a loss of $6.1 million reported in loss from debt extinguishment. On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement (the “Series E-1 Investment Agreement”) with Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time until July 30, 2018, an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E-1 Preferred Stock”), at a purchase price of $1,000 per share for the first 17,500 shares of Series E-1 Preferred Stock, $960 per share for the next 18,228 shares of Series E-1 Preferred Stock, and $920 per share for the final 19,022 shares of Series E-1 Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million . On April 24, 2018, the parties held a closing pursuant to the Series E-1 Investment Agreement, pursuant to which the Company issued and sold to Elliott 18,228 shares of Series E-1 Preferred Stock for an aggregate purchase price of approximately $17.5 million . See Note 16 for additional information regarding the Series E-1 Investment Agreement and related issuances. Certain Terms of the Preferred Stock Series B Series C Series D Series E Series F Shares at $0.01 Par Value at Issuance 155,000 55,000 100 90,000 240,500 Shares Outstanding at December 31, 2017 155,000 55,000 100 37,500 — 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. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Adjusted LIBOR + 6.25% at closing. Additional 3.00% upon certain triggering events. Dividend Rate at December 31, 2017 16.737% 16.737% n/a 14.987% n/a Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% (a) Refinancing Date: 101.0% upon redemption with New ABL Facility 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. At each preferred stock dividend payment date, the Company has the option to pay the accrued dividends in cash or to defer them. Deferred dividends earn dividend income consistent with the underlying shares of preferred 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. 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, 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. 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 Equity Management L.P. (“HCI”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company granted certain demand and piggyback registration rights. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | . 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. The Company has elected to measure its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculates the fair value of: • the Series B Preferred Stock using a lattice model that takes into consideration the Company's call right on the instrument based on simulated future interest rates; • the Series C Preferred stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company's stock price; • the Series D Preferred Stock using a static discounted cash flow approach, where the expected redemption value of the instrument is based on the value of the Company's stock as of the measurement date grown at the risk-free rate; • the Series E Preferred Stock via application of both (i) a static discounted cash flow approach and (ii) a lattice model that takes into consideration the Company's call right on this instrument based on simulated future interest rates; and • the Series F Preferred Stock using a static discounted cash flow approach that assumes the Series F Preferred Stock will be fully redeemed in 2017. These valuations are considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance for the year ended December 31, 2017 . 2017 Balance, beginning of period $ — Issuance of preferred stock at fair value 537,930 Redemption of preferred stock (293,000 ) Change in fair value of preferred stock (1) 18,387 Balance, end of period $ 263,317 (1) Change in fair value of preferred stock is reported in interest expense - preferred stock. Certain of the Company’s acquisitions contained contingent purchase obligations as described in Note 3. The contingent purchase obligation related to acquisitions was measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. These valuations were considered to be Level 3 fair value measurements as the significant inputs were unobservable and required significant management judgment or estimation. Changes to the fair value were recognized as income or expense within other operating expenses. 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 were no remaining contingent purchase obligations as of December 31, 2016 and 2017 . The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 contingent purchase obligations liability balance for the years ended December 31 (in thousands): 2016 2015 Balance, beginning of period $ 4,913 $ 6,842 Contingent purchase obligation recorded on the opening balance sheet — 4,114 Payment of contingent purchase obligations (2,455 ) (3,317 ) Interest expense — 205 Adjustments to contingent purchase obligations (1) (2,458 ) (2,931 ) Balance, end of period $ — $ 4,913 (1) Adjustments to contingent purchase obligations are reported in other operating expenses. |
Stockholders' Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' investment | . 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 6 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 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. The value of the warrants was determined to be $2.6 million based upon the Black-Scholes option pricing model. The warrants were classified as an equity contract and reflected in additional paid-in capital. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | . 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 and 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 this program, performance restricted stock units are awarded to eligible employees based on pre-established financial performance goals. No performance restricted stock unit awards were earned as of December 31, 2017 or 2016 . 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, 2017 and 2016 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) 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 Granted 271,279 7.59 Vested (113,956 ) 16.73 Forfeitures (74,000 ) 10.35 Nonvested as of December 31, 2017 358,087 $ 9.96 2.7 Unrecognized share-based compensation expense for restricted stock units was $2.5 million and $2.8 million as of December 31, 2017 and 2016 , 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. The Company granted stock options to purchase 564,000 and 650,000 shares in 2017 and 2016 , respectively. Stock option fair value assumptions for the stock options granted during the year ended December 31, 2017 and 2016 are as follows: 2017 2016 Option life (years) 7 years 4 to 7 years Risk free interest rate 1.8% to 2.2% 1.3% to 1.8% Dividend yield — — Expected volatility 47.8% to 48.0% 40.8% to 46.9% Expected life (years) 5 years 3 to 5 years Weighted average fair value of stock options granted $3.14 $2.04 A summary of the option activity for the years ended December 31, 2017 and 2016 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 Granted 650,000 10.20 Exercised — — Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 Granted 564,000 $ 7.18 Forfeited (59,726 ) 13.39 Outstanding as of December 31, 2017 1,249,533 $ 10.34 4.9 Unrecognized stock compensation expense for stock options was $2.1 million and $1.0 million as of December 31, 2017 and 2016 , respectively. All outstanding options are non-qualified options. There were 198,867 , 95,259 , and 289,367 options exercisable as of December 31, 2017 , 2016 , and 2015 , respectively. As of December 31, 2017 , for exercisable options, the weighted-average exercise price was $10.34 , the weighted average remaining contractual term was approximately five years and there was no estimated aggregate intrinsic value per share. As of December 31, 2017 , 1,050,666 options were unvested. Stock-based compensation expense for restricted stock units and stock options was $2.2 million , $2.2 million , and $2.5 million for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 , 2016 , and 2015 . Following the adoption of ASU 2016-09, the Company recorded tax deficiencies on vested shares of $0.4 million in benefit from income taxes for the year ended December 31, 2017 . Prior to January 1, 2017, tax deficiencies and excess tax benefits on vested shares was reported through additional paid-in capital. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | . Earnings Per Share Basic (loss) earnings per common share is calculated by dividing net loss or net income by the weighted average number of common stock outstanding during the period. Diluted (loss) earnings 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 1,629,105 and 3,037,447 as of December 31, 2017 and 2016 , 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 years ended December 31, 2017 and December 31, 2016 . As of December 31, 2015 , 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, 2017 2016 2015 Basic weighted average common stock outstanding 38,405 38,318 38,179 Effect of dilutive securities: Stock Options — — 72 Warrants — — 885 Restricted Stock Units — — 44 Diluted weighted average common stock outstanding 38,405 38,318 39,180 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the Company’s (benefit from) provision for income taxes were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ — $ (23,500 ) $ 10,931 State, local, and foreign 1,875 660 3,627 Deferred: Federal (27,118 ) (39,695 ) 1,874 State, local, and foreign 52 (3,746 ) 880 (Benefit from) provision for income taxes $ (25,191 ) $ (66,281 ) $ 17,312 The Company’s (benefit from) provision for income taxes 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, 2017 2016 2015 Statutory federal rate $ (40,732 ) $ (149,310 ) $ 15,026 Interest expense - preferred stock 20,459 — — State income taxes — net of federal benefit (1,465 ) (5,368 ) 1,294 Gain on sale of Unitrans (1,161 ) — — Goodwill impairment 1,020 86,776 — Effect of change in U.S. statutory income tax rate (7,413 ) — — Change in valuation allowance 1,989 1,624 99 Other 2,112 (3 ) 893 Total $ (25,191 ) $ (66,281 ) $ 17,312 The Company recorded assets for refundable current federal and state income taxes of $14.7 million and $40.8 million as of December 31, 2017 and 2016 , respectively. These are classified 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): 2017 2016 Deferred income tax assets: Accounts receivable $ 2,694 $ 7,140 Accrued expenses and other current liabilities 13,103 18,823 Net operating losses and other tax carryforwards 18,715 3,358 Other, net 51 746 Total $ 34,563 $ 30,067 Valuation allowance (3,942 ) (1,953 ) Total, net of valuation allowance $ 30,621 $ 28,114 Deferred income tax liabilities: Prepaid expenses and other current assets $ (2,906 ) $ (6,572 ) Goodwill and intangible assets (11,685 ) (20,005 ) Property and equipment (30,312 ) (45,711 ) Total $ (44,903 ) $ (72,288 ) Net deferred tax liabilities $ (14,282 ) $ (44,174 ) The net noncurrent deferred income tax liability of $14.3 million as of December 31, 2017 and $44.2 million as of December 31, 2016 (net of current deferred tax assets and related valuation allowance) is classified as 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. A significant piece of objective evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017 (for consolidated federal and state income tax returns). Similarly, cumulative losses over the three years ended December 31, 2017 and December 31, 2016 were considered for separate company state and local tax returns filed by certain subsidiaries. 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 $3.9 million and $2.0 million as of December 31, 2017 and 2016 , respectively, primarily related to state net operating loss carryforwards and other deferred tax assets that will not “more likely than not” be realized in the future. No valuation allowance has been recorded against the federal net operating loss carryforward deferred tax asset. Federal net operating loss carryforwards (some of which are subject to annual Section 382 limitations) expire between 2030 and 2037. State net operating loss carryforwards expire between 2019 and 2037. The change to the Company's gross unrecognized tax benefits for the years ended December 31 is reconciled as follows (in thousands): 2017 2016 Balance as of January 1 $ 737 $ — Additions based on current year tax positions — — Additions for prior years' tax positions 574 737 Reductions for prior years' tax positions — — Settlements with taxing authorities — — Lapse of statute of limitations — — Balance as of December 31 $ 1,311 $ 737 Depending on specific facts, the above amounts may be reflected in the consolidated balance sheets either (a) as a reduction to income tax receivable; (b) as a reduction to net operating loss deferred tax assets, which are presented netted against deferred tax liabilities; or (c) within other long-term liabilities. The entire amount of unrecognized tax benefits would affect the effective tax rate. Interest and penalties related to uncertain tax benefits were $0.3 million and $0.1 million for 2017 and 2016, respectively, and are included within the (benefit from) provision for income taxes. Accrued interest and penalties were $0.4 million and $0.1 million as of December 31, 2017 and 2016, respectively. The Company is subject to federal and state tax examinations for all tax years subsequent to December 31, 2012. The Internal Revenue Service (“IRS”) is currently reviewing the Company's 2013 federal tax return amendment and 2014-2016 federal tax returns. The Company has extended the federal period of limitations to assess tax for the 2014 and 2015 tax years through March 31, 2020. Although pre-2013 years are generally no longer subject to examinations by the IRS and various state taxing authorities, certain state net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities if they were used after 2012 or will be used in a future period. On December 22, 2017, the Tax Cuts and Jobs Act was signed into 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 U.S. taxation of foreign profits. The corporate tax rate reduction resulted in a $7.4 million discrete tax benefit during the year ended December 31, 2017 as a result of recalculating the carrying value of the Company's deferred tax assets and liabilities. Additionally, the Company reduced its net operating loss deferred tax asset by $0.4 million as a result of the one-time deemed repatriation of foreign subsidiary earnings. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 2017 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | 12. 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 2021 . The potential maximum exposure under these lease guarantees was approximately $10.6 million as of December 31, 2017 . 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 $1.4 million and $1.6 million as of December 31, 2017 and 2016 , respectively, and it is included in accrued expenses and other current liabilities. In the fourth quarter of 2016, the Company began to offer a lease purchase program that did not include a guarantee, and offered newer equipment under factory warranty that was more cost effective. 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 and recorded a loss reserve of $8.9 million as of December 31, 2016 . The loss reserve for the guarantee and reconditioning costs associated with the planned divestiture was $1.8 million as of December 31, 2017 , which is included in accrued expenses and other current liabilities. The Company paid $9.0 million and $9.3 million under these lease guarantees during the year ended December 31, 2017 and 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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 $2.5 million , $2.4 million , and $2.8 million for the years ended December 31, 2017 , 2016 , and 2015 , 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 $83.4 million , $72.8 million , and $66.6 million for the years ended December 31, 2017 , 2016 , and 2015 , 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, 2017 (in thousands): Year Ending: Amount 2018 $ 51,490 2019 38,558 2020 26,735 2021 17,948 2022 16,202 Thereafter 23,285 Total $ 174,218 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 per claim 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, 2017 and 2016 , the Company had reserves for estimated uninsured losses of $28.4 million and $21.5 million , respectively, included 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 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. In February 2018, Plaintiff David Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Plaintiff Jeffrey Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. The parties are proceeding with discovery. In addition to the legal proceeding 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 2017 and 2018, the Company reached settlement agreements on a number of these labor related lawsuits and administrative actions. As of December 31, 2017 and December 31, 2016 , the Company recorded a reserve for settlements, litigation, and defense costs related to these labor matters and post-acquisition disputes of approximately $13.2 million and $10.4 million , respectively, which are recorded in accrued expenses and other current liabilities. 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 against the Company and its former officers, Mark A. DiBlasi and Peter R. Armbruster. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation (Case No. 17-cv-00144), and appointed Public Employees’ Retirement System as lead plaintiff. On March 12, 2018, the lead plaintiff filed a Consolidated Amended Complaint (“CAC”) on behalf of a class of persons who purchased the Company’s common stock between March 14, 2013 and January 30, 2017, inclusive. The CAC alleges (i) the Company and Messrs. DiBlasi and Armbruster violated Section 10(b) of the Exchange Act and Rule 10b-5, and (ii) Messrs. DiBlasi and Armbruster, the Company’s former Chairman Scott Rued, HCI Equity Partners, L.L.C., and HCI Equity Management, L.P. violated Section 20(a) of the Exchange Act, by making or causing to be made materially false or misleading statements, or failing to disclose material facts, regarding (a) the accuracy of the Company’s financial statements; (b) the Company’s true earnings and expenses; (c) the effectiveness of the Company’s disclosure controls and controls over financial reporting; (d) the true nature and depth of financial risk associated with the Company’s tractor lease guaranty program; (e) the Company’s leverage ratios and compliance with its credit facilities; and (f) the value of the goodwill the Company carried on its balance sheet. The CAC seeks certification as a class action, compensatory damages, and attorney’s fees and costs. The parties are currently engaged in mediation. 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 filed in the securities class action described above. The parties are currently engaged in mediation. 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. 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. On March 21, 2018, the Court entered an order consolidating the Kent and Chester County actions under the caption In re Roadrunner Transportation Systems, Inc. Stockholder Derivative Litigation (Case No. 17-cv-00893). On March 28, 2018, Plaintiffs filed their Verified Consolidated Shareholder Derivative Complaint alleging claims on behalf of the Company against Peter Armbruster, Mark DiBlasi, Scott Dobak, Christopher Doerr, Ivor Evans, Brian van Helden, John Kennedy III, Ralph Kittle, Brian Murray, Scott Rued, James Staley, Curtis Stoelting, William Urkiel, Chad Utrup, Judith Vijums, and Michael Ward. Count I alleges that several of the Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 based upon alleged misrepresentations and omissions in several of the Company’s proxy statements. Count II alleges that all the Defendants breached their fiduciary duty. Count III alleges that all the Defendants wasted corporate assets. Count IV alleges that certain of the Defendants were unjustly enriched. The Complaint seeks monetary damages, improvements to the Company’s corporate governance and internal procedures, an accounting from Defendants of the damages allegedly caused by them and the improper amounts the Defendants allegedly obtained, and punitive damages. The parties are currently engaged in mediation. 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. In addition, in June 2018 two of the Company's former employees were indicted on charges of conspiracy, securities fraud, and wire fraud as part of the ongoing DOJ and SEC investigation. The Company is cooperating fully with the joint DOJ and SEC investigation. Given the status of the matters above, the Company is unable to reasonably estimate the potential costs or range or costs at this time. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company had an advisory agreement with 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 and 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 . On May 2, 2017, the Company and HCI entered into a Termination Agreement in which HCI waived the Company’s payment of any and all unpaid fees and expenses accrued under the advisory agreement through May 2, 2017. The Investment Agreement with Elliott required the Company to pay Elliott a daily payment in an amount equal to $33,333.33 per calendar day from the closing date until the Refinancing Date. The Company paid $2.7 million under this agreement for the year ended December 31, 2017 . The Company, as part of the $293.0 million redemption of its Series F Preferred Stock ( $240.5 million ) and a portion of its Series E Preferred Stock ( $52.5 million ), paid to Elliott $6.0 million in early redemption premiums for the year ended December 31, 2017 . The Company also paid to Elliot $15.2 million in dividends on its preferred stock. One of the Company's operating companies contracts with certain purchased transportation providers that are owned by employees of that operating company. The Company paid an aggregate of $13.6 million and $8.3 million to these carriers during the years ended December 31, 2017 and 2016 , respectively. The Company has a number of facility leases with related parties and paid an aggregate of $3.2 million and $3.7 million under these leases during the years ended December 31, 2017 and 2016 , respectively. The Company owns 37.5% of CML which operates as one of the Company's brokerage agents. The Company paid CML broker commissions of $2.7 million and $2.2 million during the years ended December 31, 2017 and 2016 , respectively. The Company has a jet fuel purchase agreement with a related party and paid an aggregate of $1.8 million under this agreement during the year ended December 31, 2017 . During 2016 , the Company entered into and completed a sale leaseback transaction to sell a combined office and warehouse facility to an entity controlled by a former owner and current manager of an operating company 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 $1.5 million and $0.9 million during the years ended December 31, 2017 and 2016 , respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. 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 Ascent. 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 results. 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 primarily 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 $245.4 million and $252.1 million , within the Company's TL segment, for the years ended December 31, 2017 and 2016 . No single direct customer accounted for more than 10% of revenue for the year ended December 31, 2015 . The following table reflects certain financial data of the Company’s segments (in thousands): Year Ended December 31, 2017 2016 2015 Revenues: TL $ 1,304,833 $ 1,246,798 $ 1,128,390 LTL 463,519 461,540 515,328 Ascent 328,318 335,510 377,137 Eliminations (5,379 ) (10,648 ) (28,689 ) Total $ 2,091,291 $ 2,033,200 $ 1,992,166 Impairment charges: TL $ — $ 159,118 $ — LTL — 197,312 — Ascent 4,402 17,231 — Total $ 4,402 $ 373,661 $ — Operating (loss) income: TL $ 6,481 $ (164,100 ) $ 48,717 LTL (26,383 ) (203,600 ) 15,438 Ascent 21,697 8,143 28,268 Corporate (1) (38,247 ) (44,217 ) (30,052 ) Total (36,452 ) (403,774 ) 62,371 Interest expense 64,049 22,827 19,439 Loss on early extinguishment of debt 15,876 — — (Loss) income before income taxes $ (116,377 ) $ (426,601 ) $ 42,932 Depreciation and amortization: TL $ 26,912 $ 27,622 $ 22,587 LTL 4,353 4,052 2,801 Ascent 4,588 4,938 4,903 Corporate 1,894 1,533 1,335 Total $ 37,747 $ 38,145 $ 31,626 Capital expenditures: TL $ 12,415 $ 9,630 $ 48,527 LTL 1,641 4,051 11,367 Ascent 815 3,813 429 Corporate 6,839 79 2,078 Total $ 21,710 $ 17,573 $ 62,401 (1) Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. December 31, 2017 2016 2015 Total assets: TL $ 506,009 $ 498,330 $ 656,491 LTL 79,065 129,899 330,203 Ascent 226,944 302,164 317,453 Corporate 65,193 4,189 8,057 Eliminations (1) (1,168 ) (1,028 ) (4,451 ) Total $ 876,043 $ 933,554 $ 1,307,753 (1) Eliminations represents intercompany trade receivable balances between the three segments. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events ABL Facility Amendments On January 30, 2018, the Company entered into a Second Amendment to the ABL Facility. Pursuant to the Second Amendment the ABL Facility was further amended to, among other things: (i) permit the Company to enter into an investment agreement with Elliott providing for the issuance of up to $52.5 million of preferred stock; and (ii) increase the applicable margin related to the term loan facility to LIBOR Rate plus 2.25% or Base Rate plus 1.25% . On March 14, 2018, the Company entered into a Third Amendment to the ABL Facility. Pursuant to the Third Amendment the ABL Facility was further amended to, among other things: (i) extend the date for delivery of the Company's consolidated financial statements for the first three quarters of 2017 (unaudited) until April 30, 2018; (ii) extend the date for delivery of the Company's consolidated financial statements for fiscal year 2017 (audited) until June 30, 2018; (iii) expand the permitted amount of capital leases and purchase money indebtedness from $35.0 million to $60.0 million ; (iv) require us to pay for a new appraisal to be conducted by the administrative agent for the equipment pledged for the term loan within 60 days; (v) establish an additional availability reserve; and (vi) impose certain collateral reporting requirements. Series E-1 Investment Agreement and related issuances On March 1, 2018, the Company entered into the Series E-1 Investment Agreement with Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time until July 30, 2018, an aggregate of up to 54,750 shares of a newly created class of Series E-1 Preferred Stock at a purchase price of $1,000 per share for the first 17,500 shares of Series E-1 Preferred Stock, $960 per share for the next 18,228 shares of Series E-1 Preferred Stock, and $920 per share for the final 19,022 shares of Series E-1 Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million . The proceeds of the sale of such shares of Series E-1 Preferred Stock were used to provide working capital to support the Company’s operations and future growth and to repay a portion of the indebtedness under our ABL Facility as required by the credit agreement governing that facility. On April 24, 2018, pursuant to the Series E-1 Investment Agreement with Elliott, the Company issued and sold to Elliott an additional 18,228 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million . The proceeds of the sale of such shares of Series E-1 Preferred Stock were used to provide working capital to support the Company’s operations and future growth and to repay a portion of the indebtedness under the ABL Facility as required by the credit agreement governing that facility. Certain terms of the Series E-1 Preferred Stock are as follows: Rank . The Series E-1 Preferred Stock, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Company, or otherwise, ranks (i) senior and prior to the Company’s common stock and other junior securities, and (ii) on parity with the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and the Series E Preferred Stock. Liquidation Value . Each share of Series E-1 Preferred Stock has an initial liquidation preference equal to $1,000 per share, plus accrued and unpaid dividends on such share (the “Series E-1 Liquidation Value”). Dividends . Dividends are cumulative from May 2, 2017, which was the date of the Company’s original issuance of shares of preferred stock to Elliott (such date, the “Original Issuance Date”), as a percentage of the Series E-1 Liquidation Value as and when declared by the Company’s Board of Directors and accrue and compound if not paid in cash. Dividends accrue daily and compound quarterly, subject to any adjustments for Triggering Events (as defined in the Series E-1 Certificate of Designations). The annual dividend rate for the shares of Series E-1 Preferred Stock is equal to the sum of (i) Adjusted LIBOR (as defined in the Series E-1 Certificate of Designations), plus (ii) 5.25% per annum, plus (iii) an additional rate of 8.5% . The dividend rate increases by 3.0% per annum above the rates described in the preceding sentence upon and during any Triggering Events. Holders of shares of Series E-1 Preferred Stock are not entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock. Redemption at Maturity . On the sixth anniversary of the Original Issuance Date, the Company will have the obligation to redeem all outstanding shares of Series E-1 Preferred Stock for cash at the Series E-1 Liquidation Value. Optional Redemption . The Company may redeem the shares of Series E-1 Preferred Stock at any time. The redemption of shares of Series E-1 Preferred Stock shall be at a purchase price per share, payable in cash, equal to (i) in the case of a an optional redemption effected on or after the 24 month anniversary of the Original Issuance Date, the Series E-1 Liquidation Value, (ii) in the case of an optional redemption effected on or after the 12 month anniversary of the Original Issuance Date and prior to the 24 month anniversary of the Original Issuance Date, 103.5% of the Series E-1 Liquidation Value and (iii) in the case of an optional redemption effected prior to the 12 month anniversary of the Original Issuance Closing Date, 106.5% of the Series E-1 Liquidation Value. Change of Control . Upon the occurrence of a Change of Control (as defined in the Series E-1 Certificate of Designations), the holders of Series E-1 Preferred Stock may require redemption by the Company of the Series E-1 Preferred Stock at a purchase price per share, payable in cash, equal to either (i) 106.5% of the Series E-1 Liquidation Value if the Change of Control occurs prior to the 24 month anniversary of the Original Issuance Date, or (ii) the Series E-1 Liquidation Value if the Change of Control occurs after the 24 month anniversary of the Original Issuance Date. Voting . The holders of Series E-1 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 Series E-1 Preferred Stock are outstanding, the Company may not take certain actions without the prior approval of the Preferred Requisite Vote, voting as a separate class. |
Organization, Nature of Busin23
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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”), |
Principles of Consolidation | Principles of Consolidation The accompanying audited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the periods presented. The Company owns 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. |
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. |
Account Receivable and Related Reserves | Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $10.9 million and $18.6 million as of December 31, 2017 and 2016 , 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 to 60 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 5-40 years Computer equipment and software 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 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. Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. 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. Rotables and repairables 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 these aircraft fleet parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles 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 on July 1st 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 the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment charge is recognized 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. Prior to 2017, the analysis of potential impairment of goodwill required a two-step approach, the first of which was 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 exceeded its fair value, a second step was required to measure the goodwill impairment loss. The second step included 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 was compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeded the implied fair value of the goodwill, a non-cash goodwill impairment loss was recognized in an amount equal to the excess, not to exceed the carrying amount. See Note 4 for more information on how the Company analyzes the valuation of its goodwill and the results of that valuation. Intangible assets consist primarily of definite lived customer relationships. The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. The Company evaluates its 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. See Note 4 for additional information on the Company's intangible assets. |
Fair Value of Financial Instruments | Fair Value Measurement The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2017 and 2016 as the debt facilities as of such dates bore interest based on prevailing variable market rates and as such were categorized as a Level 2 in the fair value hierarchy as defined in Note 7. The Company has elected to measure the value of its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The significant inputs used to determine the fair value are unobservable and require significant management judgment or estimation and as such were categorized as a Level 3 in the fair value hierarchy. See Note 7 for more information on how the Company determines the fair value of its preferred stock. Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the Company's debt. Issuance costs associated with the Company's debt are capitalized and amortized over the expected maturity of the financing agreements using the effective interest rate method. Unamortized debt issuance costs have been classified as a reduction to debt in the consolidated balance sheets. Issuance costs incurred in connection with the issuance of the Company's preferred stock have been expensed as incurred and are reflected in interest expense - preferred stock. |
Issuance Costs | Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the Company's debt. Issuance costs associated with the Company's debt are capitalized and amortized over the expected maturity of the financing agreements using the effective interest rate method. Unamortized debt issuance costs have been classified as a reduction to debt in the consolidated balance sheets. |
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 U.S. federal tax rate reduction from 35% to 21% (pursuant to the Tax Cuts and Jobs Act enacted on December 22, 2017) was recognized in (benefit from) provision for income taxes in 2017. 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. |
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. Ascent 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 Ascent transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. |
Insurance | Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. |
Lease Purchase Guarantee | Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09 (“ASU 2014-09”), which was updated in August 2015 by ASU 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 ASU 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. The Company adopted the new revenue standard on January 1, 2018 and assessed all potential impacts of this standard. The Company determined key factors from the five-step process to recognize revenue as prescribed by the new standard that may be applicable to each of the Company's operating businesses that roll up into its three segments. Significant customers and contracts from each business unit were identified and the Company substantially completed the review of these contracts. Evaluation of the provisions of these contracts, and the comparison of historical accounting policies and practices to the requirements of the new standard (including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies the Company expects to apply and a comparison to the Company's current revenue recognition policies), is in process. The Company will complete its process before filing its Form 10-Q for the quarter ended March 31, 2018. The Company's work to date indicates that certain transactions with customers may require a change in the timing of when revenue and related expense is recognized. The Company expects that the adoption of Topic 606 will have an impact of approximately $1 million on its consolidated financial statements. The standard allows for either a full retrospective or a modified retrospective adoption approach. The Company has elected the modified retrospective method which will require a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods. In February 2016, the FASB issued ASU 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 generally on a 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 account for leases with terms of 12 months or less. In August 2016, the FASB issued ASU 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 early adopted ASU 2016-15 effective December 31, 2017 as it had no impact on the Company's consolidated financial statements. In October 2016, the FASB issued ASU 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. GAAP currently 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 January 2017, the FASB issued ASU 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. The Company early adopted this ASU and applied it to its goodwill impairment analysis as of July 1, 2017. |
Organization, Nature of Busin24
Organization, Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Beginning balance $ 18,573 $ 14,026 $ 10,775 Divestiture of Unitrans (91 ) — — Provision, charged to expense 5,964 5,127 4,816 Write-offs, less recoveries (13,555 ) (580 ) (1,565 ) Ending balance $ 10,891 $ 18,573 $ 14,026 |
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 5-40 years Computer equipment and software 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-8 years Property and equipment consisted of the following as of December 31 (in thousands): 2017 2016 Land $ 3,785 $ 3,189 Buildings and leasehold improvements 18,625 18,520 Computer equipment and software 55,793 47,313 Office equipment, furniture, and fixtures 5,035 6,250 Dock, warehouse, and other equipment 9,259 8,852 Tractors and trailers 144,260 147,015 Aircraft fleet and rotable spare parts 29,827 29,171 Property and equipment, gross 266,584 260,310 Less: Accumulated depreciation (107,037 ) (88,453 ) Property and equipment, net $ 159,547 $ 171,857 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 5-40 years Computer equipment and software 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-8 years Property and equipment consisted of the following as of December 31 (in thousands): 2017 2016 Land $ 3,785 $ 3,189 Buildings and leasehold improvements 18,625 18,520 Computer equipment and software 55,793 47,313 Office equipment, furniture, and fixtures 5,035 6,250 Dock, warehouse, and other equipment 9,259 8,852 Tractors and trailers 144,260 147,015 Aircraft fleet and rotable spare parts 29,827 29,171 Property and equipment, gross 266,584 260,310 Less: Accumulated depreciation (107,037 ) (88,453 ) Property and equipment, net $ 159,547 $ 171,857 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | The following is a rollforward of goodwill from December 31, 2015 to December 31, 2017 by segment (in thousands): TL LTL Ascent Total 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 charges (157,538 ) (197,312 ) (17,231 ) (372,081 ) Goodwill balance as of December 31, 2016 $ 99,214 $ — $ 213,327 $ 312,541 Adjustments to goodwill for purchase accounting (470 ) — — (470 ) Adjustments to goodwill for sale of Unitrans — — (42,843 ) (42,843 ) Goodwill impairment charges — — (4,402 ) (4,402 ) Goodwill balance as of December 31, 2017 $ 98,744 $ — $ 166,082 $ 264,826 |
Intangible assets | Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets were as follows as of December 31 (in thousands): 2017 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 55,733 $ (18,907 ) $ 36,826 $ 54,973 $ (13,606 ) $ 41,367 LTL 2,498 (1,748 ) 750 1,358 (1,083 ) 275 Ascent 26,427 (14,355 ) 12,072 38,427 (14,520 ) 23,907 Total intangible assets $ 84,658 $ (35,010 ) $ 49,648 $ 94,758 $ (29,209 ) $ 65,549 |
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2017 is as follows (in thousands): Amount Year Ending: 2018 $ 7,123 2019 6,819 2020 6,447 2021 6,265 2022 5,525 Thereafter 17,469 Total $ 49,648 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt | ebt consisted of the following at December 31 (in thousands): 2017 2016 ABL Facility: Revolving credit facility $ 147,037 $ — Term loan 55,858 — Total ABL Facility $ 202,895 $ — Senior debt: Revolving credit facility $ — $ 172,700 Term loans — 277,750 Total senior debt $ — $ 450,450 Less: Debt issuance costs and discount (3,485 ) (4,861 ) Total debt, net of debt issuance costs and discount 199,410 445,589 Less: Current maturities (9,950 ) (445,589 ) Total debt, net of current maturities $ 189,460 $ — |
Schedule of Maturities of Long-term Debt | Maturities for each of the next five years based on debt as of December 31, 2017 are as follows (in thousands) Amount Year Ending: 2018 $ 9,950 2019 9,952 2020 9,954 2021 9,955 2022 163,084 Total $ 202,895 |
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, 2017 (in thousands): Amount Year Ending: 2018 $ 2,809 2019 3,417 2020 1,897 2021 1,896 2022 158 Total minimum lease payments 10,177 Less: amount representing interest (612 ) Present value of net minimum lease payments (1) $ 9,565 (1) Reflected in the consolidated balance sheets as $2.4 million of accrued expenses and other current liabilities and $7.2 million of other long-term liabilities. |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Preferred Stock [Abstract] | |
Schedule of Preferred Stock | Certain Terms of the Preferred Stock Series B Series C Series D Series E Series F Shares at $0.01 Par Value at Issuance 155,000 55,000 100 90,000 240,500 Shares Outstanding at December 31, 2017 155,000 55,000 100 37,500 — 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. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Adjusted LIBOR + 6.25% at closing. Additional 3.00% upon certain triggering events. Dividend Rate at December 31, 2017 16.737% 16.737% n/a 14.987% n/a Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% (a) Refinancing Date: 101.0% upon redemption with New ABL Facility From Closing Date: Preferred stock as of December 31 consisted of the following (in thousands): 2017 2016 Preferred stock: Series B Preferred $ 146,649 $ — Series C Preferred 76,096 — Series D Preferred 6,672 — Series E Preferred 33,900 — Total Preferred stock $ 263,317 $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
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 preferred stock liability balance for the year ended December 31, 2017 . 2017 Balance, beginning of period $ — Issuance of preferred stock at fair value 537,930 Redemption of preferred stock (293,000 ) Change in fair value of preferred stock (1) 18,387 Balance, end of period $ 263,317 (1) Change in fair value of preferred stock is reported in interest expense - preferred stock. The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 contingent purchase obligations liability balance for the years ended December 31 (in thousands): 2016 2015 Balance, beginning of period $ 4,913 $ 6,842 Contingent purchase obligation recorded on the opening balance sheet — 4,114 Payment of contingent purchase obligations (2,455 ) (3,317 ) Interest expense — 205 Adjustments to contingent purchase obligations (1) (2,458 ) (2,931 ) Balance, end of period $ — $ 4,913 (1) Adjustments to contingent purchase obligations are reported in other operating expenses. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) 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 Granted 271,279 7.59 Vested (113,956 ) 16.73 Forfeitures (74,000 ) 10.35 Nonvested as of December 31, 2017 358,087 $ 9.96 2.7 |
Schedule of Option Activity | A summary of the option activity for the years ended December 31, 2017 and 2016 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding as of December 31, 2015 289,367 $ 14.77 0.7 Granted 650,000 10.20 Exercised — — Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 Granted 564,000 $ 7.18 Forfeited (59,726 ) 13.39 Outstanding as of December 31, 2017 1,249,533 $ 10.34 4.9 Stock option fair value assumptions for the stock options granted during the year ended December 31, 2017 and 2016 are as follows: 2017 2016 Option life (years) 7 years 4 to 7 years Risk free interest rate 1.8% to 2.2% 1.3% to 1.8% Dividend yield — — Expected volatility 47.8% to 48.0% 40.8% to 46.9% Expected life (years) 5 years 3 to 5 years Weighted average fair value of stock options granted $3.14 $2.04 |
Earnings (Loss) Per Share(Table
Earnings (Loss) Per Share(Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Basic weighted average common stock outstanding 38,405 38,318 38,179 Effect of dilutive securities: Stock Options — — 72 Warrants — — 885 Restricted Stock Units — — 44 Diluted weighted average common stock outstanding 38,405 38,318 39,180 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Current: Federal $ — $ (23,500 ) $ 10,931 State, local, and foreign 1,875 660 3,627 Deferred: Federal (27,118 ) (39,695 ) 1,874 State, local, and foreign 52 (3,746 ) 880 (Benefit from) provision for income taxes $ (25,191 ) $ (66,281 ) $ 17,312 |
Schedule of Effective Income Tax Reconciliation | The Company’s (benefit from) provision for income taxes 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, 2017 2016 2015 Statutory federal rate $ (40,732 ) $ (149,310 ) $ 15,026 Interest expense - preferred stock 20,459 — — State income taxes — net of federal benefit (1,465 ) (5,368 ) 1,294 Gain on sale of Unitrans (1,161 ) — — Goodwill impairment 1,020 86,776 — Effect of change in U.S. statutory income tax rate (7,413 ) — — Change in valuation allowance 1,989 1,624 99 Other 2,112 (3 ) 893 Total $ (25,191 ) $ (66,281 ) $ 17,312 |
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): 2017 2016 Deferred income tax assets: Accounts receivable $ 2,694 $ 7,140 Accrued expenses and other current liabilities 13,103 18,823 Net operating losses and other tax carryforwards 18,715 3,358 Other, net 51 746 Total $ 34,563 $ 30,067 Valuation allowance (3,942 ) (1,953 ) Total, net of valuation allowance $ 30,621 $ 28,114 Deferred income tax liabilities: Prepaid expenses and other current assets $ (2,906 ) $ (6,572 ) Goodwill and intangible assets (11,685 ) (20,005 ) Property and equipment (30,312 ) (45,711 ) Total $ (44,903 ) $ (72,288 ) Net deferred tax liabilities $ (14,282 ) $ (44,174 ) |
Schedule of Changes to Gross Unrecognized Tax Benefits | The change to the Company's gross unrecognized tax benefits for the years ended December 31 is reconciled as follows (in thousands): 2017 2016 Balance as of January 1 $ 737 $ — Additions based on current year tax positions — — Additions for prior years' tax positions 574 737 Reductions for prior years' tax positions — — Settlements with taxing authorities — — Lapse of statute of limitations — — Balance as of December 31 $ 1,311 $ 737 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands): Year Ending: Amount 2018 $ 51,490 2019 38,558 2020 26,735 2021 17,948 2022 16,202 Thereafter 23,285 Total $ 174,218 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of financial data of reportable segments | The following table reflects certain financial data of the Company’s segments (in thousands): Year Ended December 31, 2017 2016 2015 Revenues: TL $ 1,304,833 $ 1,246,798 $ 1,128,390 LTL 463,519 461,540 515,328 Ascent 328,318 335,510 377,137 Eliminations (5,379 ) (10,648 ) (28,689 ) Total $ 2,091,291 $ 2,033,200 $ 1,992,166 Impairment charges: TL $ — $ 159,118 $ — LTL — 197,312 — Ascent 4,402 17,231 — Total $ 4,402 $ 373,661 $ — Operating (loss) income: TL $ 6,481 $ (164,100 ) $ 48,717 LTL (26,383 ) (203,600 ) 15,438 Ascent 21,697 8,143 28,268 Corporate (1) (38,247 ) (44,217 ) (30,052 ) Total (36,452 ) (403,774 ) 62,371 Interest expense 64,049 22,827 19,439 Loss on early extinguishment of debt 15,876 — — (Loss) income before income taxes $ (116,377 ) $ (426,601 ) $ 42,932 Depreciation and amortization: TL $ 26,912 $ 27,622 $ 22,587 LTL 4,353 4,052 2,801 Ascent 4,588 4,938 4,903 Corporate 1,894 1,533 1,335 Total $ 37,747 $ 38,145 $ 31,626 Capital expenditures: TL $ 12,415 $ 9,630 $ 48,527 LTL 1,641 4,051 11,367 Ascent 815 3,813 429 Corporate 6,839 79 2,078 Total $ 21,710 $ 17,573 $ 62,401 (1) Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. December 31, 2017 2016 2015 Total assets: TL $ 506,009 $ 498,330 $ 656,491 LTL 79,065 129,899 330,203 Ascent 226,944 302,164 317,453 Corporate 65,193 4,189 8,057 Eliminations (1) (1,168 ) (1,028 ) (4,451 ) Total $ 876,043 $ 933,554 $ 1,307,753 (1) Eliminations represents intercompany trade receivable balances between the three segments. |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)SegmentUnits | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of operating segments | Segment | 3 | ||
Excess tax benefit, amount | $ 500 | $ 1,200 | |
Debt issuance costs | $ 3,485 | 4,861 | |
Number of reporting units | Units | 4 | ||
Impairment charges | $ 4,402 | 373,661 | 0 |
Non-cash impairment charges | 1,600 | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | 18,573 | 14,026 | 10,775 |
Divestiture of Unitrans | (91) | 0 | |
Provision, charged to expense | 5,964 | 5,127 | 4,816 |
Write-off, less recoveries | (13,555) | (580) | (1,565) |
Ending balance | $ 10,891 | 18,573 | 14,026 |
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 | 40 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 | 10 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 | 10 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 | 15 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 reporting units | Units | 1 | ||
Impairment charges | $ 0 | 159,118 | 0 |
LTL | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of reporting units | Units | 1 | ||
Impairment charges | $ 0 | $ 197,312 | $ 0 |
Global Solutions | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of reporting units | Units | 2 | ||
Central Minnesota Logistics, Inc. | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Equity method investment ownership percentage | 37.50% | ||
Accounting Standards Update 2014-09 | Minimum | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Revenues | $ 1,000 | ||
Customer Relationships [Member] | Minimum | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Period of amortization of intangible assets | 5 years | ||
Customer Relationships [Member] | Maximum | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Period of amortization of intangible assets | 12 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 266,584 | $ 260,310 | |
Less: Accumulated depreciation | (107,037) | (88,453) | |
Property and equipment, net | 159,547 | 171,857 | |
Depreciation expense | 28,500 | 29,600 | $ 23,200 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 3,785 | 3,189 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 18,625 | 18,520 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 55,793 | 47,313 | |
Office equipment, furniture, and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 5,035 | 6,250 | |
Dock, warehouse, and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 9,259 | 8,852 | |
Tractors and trailers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 144,260 | 147,015 | |
Aircraft fleet and rotable spare parts | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 29,827 | $ 29,171 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | Jul. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Payments of contingent purchase obligation | $ 0 | $ 2,455 | $ 3,317 | ||
Proceeds from Divestiture of Businesses | 88,512 | 1,000 | 0 | ||
Gain (Loss) on Sale of Unitrans | 35,440 | 0 | 0 | ||
Unitrans | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 5,800 | $ 8,000 | $ 8,600 | ||
Stagecoach | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Jul. 28, 2015 | ||||
Consideration transferred | $ 32,300 | ||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5,000 | ||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4,100 | ||||
Payments of contingent purchase obligation | $ 1,700 | ||||
Stagecoach | 2016 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2017 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2018 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2019 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | $ 7,000 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Narrative) (Details) | Jul. 01, 2017USD ($) | Jul. 01, 2016USD ($) | Dec. 31, 2017USD ($)SegmentUnits | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of reporting units | Units | 4 | ||||
Number of operating Segments | Segment | 3 | ||||
Intangible assets | $ 49,648,000 | $ 65,549,000 | |||
Non-Cash Impairment Charges | 1,600,000 | ||||
Impairment charges | 4,402,000 | 373,661,000 | $ 0 | ||
Percentage of Fair Value of Reporting Unit Exceeding its Carrying Value | 8.40% | ||||
Goodwill | $ 42,800,000 | 264,826,000 | 312,541,000 | 682,810,000 | |
Intangible assets | 12,000,000 | ||||
Goodwill, Impairment Loss | $ 0 | 4,402,000 | 372,081,000 | 0 | |
Amortization of Intangible Assets | $ 9,200,000 | 8,600,000 | 8,400,000 | ||
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] | |||||
Number of reporting units | Units | 1 | ||||
Intangible assets | $ 36,826,000 | 41,367,000 | |||
Impairment charges | 0 | 159,118,000 | 0 | ||
Goodwill | 98,744,000 | 99,214,000 | 254,940,000 | ||
Goodwill, Impairment Loss | $ 0 | 157,538,000 | |||
LTL | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Number of reporting units | Units | 1 | ||||
Intangible assets | $ 750,000 | 275,000 | |||
Impairment charges | 0 | 197,312,000 | 0 | ||
Goodwill | 0 | 0 | 197,312,000 | ||
Goodwill, Impairment Loss | 0 | 197,312,000 | |||
Ascent [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | 12,072,000 | 23,907,000 | |||
Impairment charges | 4,402,000 | 17,231,000 | 0 | ||
Goodwill | 166,082,000 | 213,327,000 | $ 230,558,000 | ||
Goodwill, Impairment Loss | $ 0 | $ 4,402,000 | $ 17,231,000 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Goodwill acquired in business combination by reportable segment) (Details) - USD ($) | Jul. 01, 2017 | Jul. 01, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Roll Forward] | |||||
Goodwill impairment loss, beginning balance | $ 0 | ||||
Adjustments to goodwill for purchase accounting | $ (470,000) | 1,812,000 | |||
Goodwill, Impairment Loss | $ 0 | 4,402,000 | 372,081,000 | $ 0 | |
Goodwill, Disposed of During Period | 42,843,000 | ||||
Goodwill impairment loss, ending balance | 376,483,000 | 0 | |||
Goodwill, Impairment Loss, Net of Tax | 4,402,000 | 372,081,000 | |||
Goodwill, Ending Balance | $ 42,800,000 | 264,826,000 | 312,541,000 | 682,810,000 | |
TL | |||||
Goodwill [Roll Forward] | |||||
Goodwill impairment loss, beginning balance | 0 | ||||
Adjustments to goodwill for purchase accounting | (470,000) | 1,812,000 | |||
Goodwill, Impairment Loss | 0 | 157,538,000 | |||
Goodwill, Disposed of During Period | 0 | ||||
Goodwill impairment loss, ending balance | 157,538,000 | 0 | |||
Goodwill, Impairment Loss, Net of Tax | 0 | 157,538,000 | |||
Goodwill, Ending Balance | 98,744,000 | 99,214,000 | 254,940,000 | ||
LTL | |||||
Goodwill [Roll Forward] | |||||
Goodwill impairment loss, beginning balance | 0 | ||||
Adjustments to goodwill for purchase accounting | 0 | 0 | |||
Goodwill, Impairment Loss | 0 | 197,312,000 | |||
Goodwill, Disposed of During Period | 0 | ||||
Goodwill impairment loss, ending balance | 197,312,000 | 0 | |||
Goodwill, Impairment Loss, Net of Tax | 0 | 197,312,000 | |||
Goodwill, Ending Balance | 0 | 0 | 197,312,000 | ||
Ascent [Member] | |||||
Goodwill [Roll Forward] | |||||
Goodwill impairment loss, beginning balance | 0 | ||||
Adjustments to goodwill for purchase accounting | 0 | 0 | |||
Goodwill, Impairment Loss | $ 0 | 4,402,000 | 17,231,000 | ||
Goodwill, Disposed of During Period | 42,843,000 | ||||
Goodwill impairment loss, ending balance | 21,633,000 | 0 | |||
Goodwill, Impairment Loss, Net of Tax | 4,402,000 | 17,231,000 | |||
Goodwill, Ending Balance | $ 166,082,000 | $ 213,327,000 | $ 230,558,000 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 84,658 | $ 94,758 |
Accumulated Amortization | (35,010) | (29,209) |
Net Carrying Value | 49,648 | 65,549 |
TL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 55,733 | 54,973 |
Accumulated Amortization | (18,907) | (13,606) |
Net Carrying Value | 36,826 | 41,367 |
LTL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,498 | 1,358 |
Accumulated Amortization | (1,748) | (1,083) |
Net Carrying Value | 750 | 275 |
Ascent [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,427 | 38,427 |
Accumulated Amortization | (14,355) | (14,520) |
Net Carrying Value | $ 12,072 | $ 23,907 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Amortization of Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization of Intangible Assets | $ 9,200 | $ 8,600 | $ 8,400 |
2,017 | 7,123 | ||
2,018 | 6,819 | ||
2,019 | 6,447 | ||
2,020 | 6,265 | ||
2,021 | 5,525 | ||
Thereafter | 17,469 | ||
Net Carrying Value | $ 49,648 | $ 65,549 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Senior debt: | ||
Total senior debt | $ 202,895 | |
Less: Debt issuance costs and discount | (3,485) | $ (4,861) |
Total debt, net of debt issuance costs and discount | 199,410 | 445,589 |
Less: Current maturities | (9,950) | (445,589) |
Total debt, net of current maturities | 189,460 | 0 |
Revolving credit facility | ||
Senior debt: | ||
Total senior debt | 0 | 172,700 |
Term loans | ||
Senior debt: | ||
Total senior debt | 0 | 277,750 |
Senior Notes | ||
Senior debt: | ||
Total senior debt | 0 | 450,450 |
ABL Facility | ||
Senior debt: | ||
Total senior debt | 202,895 | 0 |
ABL Facility | Revolving credit facility | ||
Senior debt: | ||
Total senior debt | 147,037 | 0 |
Term Loan Facility | ||
Senior debt: | ||
Total senior debt | $ 55,858 | $ 0 |
Debt (Repayment Schedule) (Deta
Debt (Repayment Schedule) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 9,950 |
2,019 | 9,952 |
2,020 | 9,954 |
2,021 | 9,955 |
2,022 | 163,084 |
Total debt | $ 202,895 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Jan. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 15, 2017 | Jul. 21, 2017 | Nov. 14, 2016 | Jun. 17, 2016 | Sep. 24, 2015 |
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Jul. 9, 2019 | |||||||||
Debt Instrument Maturities Quarterly Repayments of Principal | $ 3,800,000 | |||||||||
Issuance in letters of credit | $ 30,000,000 | |||||||||
Outstanding letters of credit | 17,400,000 | |||||||||
Loss from debt extinguishment | 15,876,000 | $ 0 | $ 0 | |||||||
Revolving credit facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $ 250,000,000 | $ 300,000,000 | 400,000,000 | |||||||
Term Loan Facility Maturing [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term loan | $ 300,000,000 | |||||||||
Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 52,500,000 | |||||||||
Subsequent Event | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||
Subsequent Event | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||
ABL Facility | Revolving credit facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 141,700,000 | $ 15,000,000 | $ 200,000,000 | |||||||
ABL Facility | Bridge Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 20,000,000 | |||||||||
ABL Facility | Letter of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 30,000,000 | |||||||||
ABL Facility | Term Loan Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $ 56,800,000 | 56,800,000 | ||||||||
ABL Facility | Asset-Based Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $ 35,000,000 | |||||||||
ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||
ABL Facility | Minimum | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||
ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||
ABL Facility | Maximum | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||
Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Loss from debt extinguishment | $ 9,800,000 |
Debt Capital leases (Details)
Debt Capital leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leased Assets [Line Items] | |
Capital leased assets | $ 14,100 |
2,018 | 2,809 |
2,019 | 3,417 |
2,020 | 1,897 |
2,021 | 1,896 |
2,022 | 158 |
Total minimum lease payments | 10,177 |
Less: amount representing interest | (612) |
Present value of net minimum lease payments | 9,565 |
Accrued Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | 2,400 |
Other Noncurrent Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | $ 7,200 |
Preferred Stock (Schedule of Pr
Preferred Stock (Schedule of Preferred Stock ) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||
Preferred stock | $ 263,317 | $ 0 | |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock | $ 146,649 | 0 | |
Preferred shares issued at $0.01 par value (in shares) | 155,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred Stock, Shares Outstanding | 155,000 | ||
Share issued, price per share (in dollars per share) | $ 1,000 | ||
Preferred Stock, Dividend Rate, Percentage | 16.737% | ||
Preferred stock redemption term | 8 years | ||
Series B Preferred Stock | 12 - 24 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 105.00% | ||
Series B Preferred Stock | 24 - 36 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 103.00% | ||
Series B Preferred Stock | Minimum | |||
Class of Stock [Line Items] | |||
Dividend rate, component two | 4.75% | ||
Series B Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Dividend rate, component two | 12.50% | ||
Series B Preferred Stock | London Interbank Offered Rate (LIBOR) | |||
Class of Stock [Line Items] | |||
Dividend rate, component one, basis spread on variable rate | 3.00% | ||
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock | $ 76,096 | 0 | |
Preferred shares issued at $0.01 par value (in shares) | 55,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred Stock, Shares Outstanding | 55,000 | ||
Share issued, price per share (in dollars per share) | $ 1,000 | ||
Preferred Stock, Dividend Rate, Percentage | 16.737% | ||
Preferred stock redemption term | 8 years | ||
Series C Preferred Stock | 0 - 12 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 65.00% | ||
Series C Preferred Stock | Minimum | |||
Class of Stock [Line Items] | |||
Dividend rate, component two | 4.75% | ||
Series C Preferred Stock | Maximum | |||
Class of Stock [Line Items] | |||
Dividend rate, component two | 12.50% | ||
Series C Preferred Stock | London Interbank Offered Rate (LIBOR) | |||
Class of Stock [Line Items] | |||
Dividend rate, component one, basis spread on variable rate | 3.00% | ||
Series D Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock | $ 6,672 | 0 | |
Preferred shares issued at $0.01 par value (in shares) | 100 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred Stock, Shares Outstanding | 100 | ||
Share issued, price per share (in dollars per share) | $ 1 | ||
Preferred stock redemption term | 8 years | ||
Series E Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock | $ 33,900 | $ 0 | |
Preferred shares issued at $0.01 par value (in shares) | 90,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred Stock, Shares Outstanding | 37,500 | ||
Share issued, price per share (in dollars per share) | $ 1,000 | ||
Dividend rate, component two | 8.50% | ||
Preferred Stock, Dividend Rate, Percentage | 14.987% | ||
Preferred stock redemption term | 6 years | ||
Series E Preferred Stock | 0 - 12 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 106.50% | ||
Series E Preferred Stock | 12 - 24 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 103.50% | ||
Series E Preferred Stock | London Interbank Offered Rate (LIBOR) | |||
Class of Stock [Line Items] | |||
Dividend rate, component one, basis spread on variable rate | 5.25% | ||
Series F Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred shares issued at $0.01 par value (in shares) | 240,500 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred Stock, Shares Outstanding | 0 | ||
Share issued, price per share (in dollars per share) | $ 1,000 | ||
Preferred stock redemption term | 6 years | ||
Series F Preferred Stock | Refinancing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 101.00% | ||
Series F Preferred Stock | 0 - 12 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 106.50% | ||
Series F Preferred Stock | 12 - 24 months from closing date | |||
Class of Stock [Line Items] | |||
Preferred stock redemption rights | 103.50% | ||
Series F Preferred Stock | London Interbank Offered Rate (LIBOR) | |||
Class of Stock [Line Items] | |||
Dividend rate, component one, basis spread on variable rate | 6.25% |
Preferred Stock (Narrative) (De
Preferred Stock (Narrative) (Details) | Apr. 24, 2018USD ($)shares | Mar. 01, 2018USD ($)$ / sharesshares | Jan. 30, 2018USD ($) | May 01, 2017vacancydirectorindividual$ / sharesshares | Aug. 07, 2015USD ($) | May 24, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of preferred stocks and warrants | $ 540,500,000 | $ 0 | $ 0 | ||||||
Sale of Equity, Refinancing Date | 90 days | ||||||||
Related Party Transaction, Investment Agreement | 33,333.33 | ||||||||
Payments of Stock Issuance Costs | $ 200,000 | 16,112,000 | $ 0 | $ 0 | |||||
Gain Loss On Repurchase Of Preferred Stock | $ 6,100,000 | ||||||||
Number of Individuals Than Holders of Preferred Stock Have Right to Nominate | individual | 2 | ||||||||
Number of Vacancies in the Board of Directors With Individuals Selected by Holders of Preferred Stock | vacancy | 2 | ||||||||
Percentage of Equity Value of the Company That Holders of Preferred Stock Should Have For Preferred Requisite Vote, Minimum | 5.00% | ||||||||
Number of Directors That Holders of Preferred Stock Can Nominate and Elect | director | 1 | ||||||||
Number of Individuals To Act As Observers to Board of Directors | individual | 1 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Terms of warrant | 8 years | ||||||||
Warrant outstanding | shares | 379,572 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 52,500,000 | ||||||||
Series E-1 Preferred Stock [Member] | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 17,500,000 | $ 17,500,000 | |||||||
Preferred Stock, Shares Issued | shares | 54,750 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 1,000 | ||||||||
Series E-1 Preferred Stock [Member] | E-1FirstTranche [Member] | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Issuance or Sale of Equity | $ 17,500,000 | $ 17,500,000 | |||||||
Preferred Stock, Shares Issued | shares | 18,228 | 17,500 | |||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 1,000 | ||||||||
Series E-1 Preferred Stock [Member] | E-1SecondTrance [Member] | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Issued | shares | 18,228 | ||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 960 | ||||||||
Series E-1 Preferred Stock [Member] | E-1ThirdTranche [Member] | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Issued | shares | 19,022 | ||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 920 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant outstanding | shares | 379,572 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Contingent purchase obligation related to acquisitions | $ 0 | $ 0 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Redemption of preferred stock | $ (293,000) | $ 0 | $ 0 |
Level 3 | |||
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Balance, beginning of period | 0 | 4,913 | 6,842 |
Issuance of preferred stock at fair value | 537,930 | ||
Redemption of preferred stock | (293,000) | ||
Change in fair value of preferred stock | 18,387 | ||
Contingent purchase obligation recorded on the opening balance sheet | 0 | 4,114 | |
Payment of contingent purchase obligations | (2,455) | (3,317) | |
Interest expense | 0 | 205 | |
Adjustment to contingent purchase obligation | (2,458) | (2,931) | |
Balance, end of period | $ 263,317 | $ 0 | $ 4,913 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) $ / shares in Units, $ in Thousands | May 01, 2017$ / sharesshares | Aug. 07, 2015USD ($)shares | Dec. 31, 2017USD ($)registration | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Stockholders' investment: | |||||
Common stock, voting rights | one | ||||
Common Stock, Number of Registrations | registration | 2 | ||||
Stock Issued During Period Share Secondary Offering | shares | 2,000,000 | ||||
Payments of Stock Issuance Costs | $ | $ 200 | $ 16,112 | $ 0 | $ 0 | |
Proceeds from Issuance of Warrants | $ | $ 2,571 | ||||
Common Stock | |||||
Stockholders' investment: | |||||
Terms of warrant | 8 years | ||||
Warrant outstanding | shares | 379,572 | ||||
Exercise price of warrants | $ / shares | $ 0.01 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized shares under the plan | 2,500,000 | ||
Vesting period | 4 years | ||
Share-based compensation expense | $ 2.2 | $ 2.2 | $ 2.5 |
Income tax benefit recognized | $ 0.9 | $ 0.9 | $ 0.9 |
Options exercisable | 198,867 | 95,259 | 289,367 |
Exercisable options, weighted average exercise price | $ 10.34 | ||
Total unrecognized compensation cost | $ 2.1 | $ 1 | |
Exercisable options, intrinsic value | $ 0 | ||
Weighted average remaining contractual terms options exercisable | 5 years | ||
Granted | 564,000 | 650,000 | |
Unvested (in shares) | 1,050,666 | ||
Accounting Standards Update 2016-09 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recorded tax deficiencies on vested shares in benefit from income taxes | $ 0.4 | ||
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 | 358,087 | 274,764 | 208,775 |
Total unrecognized compensation cost | $ 2.5 | $ 2.8 | |
Granted | 271,279 | 190,179 |
Share-Based Compensation (RSU A
Share-Based Compensation (RSU Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Restricted Stock Units | |||
Granted | 564,000 | 650,000 | |
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 2 years 8 months 12 days | 1 year 9 months 18 days | 1 year 8 months 12 days |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 274,764 | 208,775 | |
Granted | 271,279 | 190,179 | |
Vested | (113,956) | (104,886) | |
Forfeitures | (74,000) | (19,304) | |
Ending balance | 358,087 | 274,764 | 208,775 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 15.67 | $ 23.75 | |
Granted | 7.59 | 11.12 | |
Vested | 16.73 | 22.05 | |
Forfeitures | 10.35 | 20.04 | |
Ending balance | $ 9.96 | $ 15.67 | $ 23.75 |
Share-Based Compensation (Optio
Share-Based Compensation (Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | |||
Beginning Balance | 745,259 | 289,367 | |
Granted | 564,000 | 650,000 | |
Exercised | 0 | ||
Forfeited | (59,726) | ||
Ending Balance | 1,249,533 | 745,259 | 289,367 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 12.34 | $ 14.77 | |
Granted | 7.18 | 10.20 | |
Exercised | 0 | ||
Forfeited | 13.39 | ||
Ending Balance | $ 10.34 | $ 12.34 | $ 14.77 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 4 years 10 months 24 days | 4 years 4 months 24 days | 8 months 12 days |
Share-Based Compensation (Opt54
Share-Based Compensation (Option Pricing Model) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years | |
Weighted average fair value of stock options granted | $ 3,140 | $ 2,040 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option life (years) | 7 years | 4 years |
Risk free interest rate | 1.80% | 1.30% |
Expected volatility | 47.80% | 40.80% |
Expected life (years) | 3 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option life (years) | 7 years | |
Risk free interest rate | 2.20% | 1.80% |
Expected volatility | 48.00% | 46.90% |
Expected life (years) | 5 years |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Basic weighted average stock outstanding | 38,405,000 | 38,318,000 | 38,179,000 |
Dilutive weighted average stock outstanding | 38,405,000 | 38,318,000 | 39,180,000 |
Additional stock options and warrants outstanding | 1,629,105 | 3,037,447 | |
Employee Stock Option | |||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Employee stock options | 0 | 0 | 72,000 |
Warrants | |||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Warrants | 0 | 0 | 885,000 |
Restricted stock units | |||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Employee stock options | 0 | 0 | 44,000 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 0 | $ (23,500) | $ 10,931 |
State, local, and foreign | 1,875 | 660 | 3,627 |
Deferred: | |||
Federal | (27,118) | (39,695) | 1,874 |
State, local, and foreign | 52 | (3,746) | 880 |
Total | $ (25,191) | $ (66,281) | $ 17,312 |
Income Taxes (Reconciliation) (
Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Reconciliation | |||
Statutory federal rate | $ (40,732) | $ (149,310) | $ 15,026 |
Interest expense - preferred stock | 20,459 | 0 | 0 |
State income taxes — net of federal benefit | (1,465) | (5,368) | 1,294 |
Gain on sale of Unitrans | (1,161) | 0 | 0 |
Goodwill impairment | 1,020 | 86,776 | 0 |
Effect of change in U.S. statutory income tax rate | (7,413) | 0 | 0 |
Change in valuation allowance | 1,989 | 1,624 | 99 |
Other | 2,112 | (3) | 893 |
Total | $ (25,191) | $ (66,281) | $ 17,312 |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Accounts receivable | $ 2,694 | $ 7,140 |
Accrued expenses and other current liabilities | 13,103 | 18,823 |
Net operating losses and other tax carryforwards | 18,715 | 3,358 |
Other, net | 51 | 746 |
Total | 34,563 | 30,067 |
Valuation allowance | (3,942) | (1,953) |
Total, net of valuation allowance | 30,621 | 28,114 |
Deferred income tax liabilities: | ||
Prepaid expenses and other current assets | (2,906) | (6,572) |
Goodwill and intangible assets | (11,685) | (20,005) |
Property and equipment | (30,312) | (45,711) |
Total | (44,903) | (72,288) |
Deferred Tax Liabilities, Net | $ (14,282) | $ (44,174) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income taxes receivable | $ 14,700 | $ 14,700 | $ 40,800 |
Deferred tax liabilities net | 14,282 | 14,282 | 44,174 |
Valuation allowance | 3,942 | 3,942 | 1,953 |
Interest and penalties related to uncertain tax benefits | 300 | 100 | |
Accrued interest and penalties | 400 | $ 400 | $ 100 |
Corporate tax reduction | 7,400 | ||
Reduction in net operating loss deferred tax asset | $ 400 |
Income Taxes (Gross Unrecognize
Income Taxes (Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance as of January 1 | $ 737 | $ 0 |
Additions based on current year tax positions | 0 | 0 |
Additions for prior years' tax positions | 574 | 737 |
Reductions for prior years' tax positions | 0 | 0 |
Settlements with taxing authorities | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Balance as of December 31 | $ 1,311 | $ 737 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Guarantor Obligations [Line Items] | ||
Guarantees Expiration Year | 2,021 | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 10.6 | |
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual | 1.8 | $ 8.9 |
Loss Contingency Accrual, Payments | 9 | 9.3 |
Guarantee for portion of value of leased tractors | ||
Guarantor Obligations [Line Items] | ||
Guarantor Obligations, Current Carrying Value | $ 1.4 | $ 1.6 |
Commitments and Contingencies62
Commitments and Contingencies (Details) | Oct. 27, 2017class_action | Jan. 30, 2017class_action | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Loss Contingencies [Line Items] | |||||
Expense under contribution profit sharing plans | $ 2,500,000 | $ 2,400,000 | $ 2,800,000 | ||
Rent expense | 83,400,000 | 72,800,000 | $ 66,600,000 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
2,017 | 51,490,000 | ||||
2,018 | 38,558,000 | ||||
2,019 | 26,735,000 | ||||
2,020 | 17,948,000 | ||||
2,021 | 16,202,000 | ||||
Thereafter | 23,285,000 | ||||
Total | 174,218,000 | ||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Self insurance reserve | 1,000,000 | ||||
Reserves for estimated uninsured losses | 1,800,000 | 8,900,000 | |||
Number of class-action lawsuit filed | class_action | 1 | 3 | |||
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 | 28,400,000 | $ 21,500,000 | |||
Labor Related Lawsuits And Administrative Actions | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Reserves for estimated uninsured losses | 13,200,000 | ||||
Other Litigation | |||||
Commitments and Contingencies (Textual) [Abstract] | |||||
Reserves for estimated uninsured losses | $ 10,400,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 12, 2011 | |
Related Party Transaction [Line Items] | ||||
Annual advisory fee | $ 100,000 | |||
Due to related parties | $ 100,000 | |||
Related Party Transaction, Payment to HCI | $ 200,000 | |||
Related Party Transaction, Investment Agreement | 33,333.33 | |||
Payments for Repurchase of Preferred Stock and Preference Stock | 293,000,000 | 0 | $ 0 | |
Related Party Transaction, Payment Under Investment Agreement | 2,700,000 | |||
Related Party Transaction, Payments for Redemption Premiums | 6,000,000 | |||
Related Party Transaction, Dividends | 15,200,000 | |||
Payments made | 1,500,000 | 900,000 | ||
Total payment | $ 3,500,000 | |||
Central Minnesota Logistics, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Equity method investment ownership percentage | 37.50% | |||
Haul Freight | ||||
Related Party Transaction [Line Items] | ||||
Payments made | $ 13,600,000 | 8,300,000 | ||
Facilities Lease | ||||
Related Party Transaction [Line Items] | ||||
Payments made | 3,200,000 | 3,700,000 | ||
Broker Commissions | Central Minnesota Logistics, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Payments made | 2,700,000 | $ 2,200,000 | ||
HCI | ||||
Related Party Transaction [Line Items] | ||||
Payments made | 1,800,000 | |||
Series F Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Payments for Repurchase of Preferred Stock and Preference Stock | 240,500,000 | |||
Series E Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Payments for Repurchase of Preferred Stock and Preference Stock | $ 52,500,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Schedule of financial data of reportable segments | |||
Revenues | $ 2,091,291 | $ 2,033,200 | $ 1,992,166 |
Impairment charges | (4,402) | (373,661) | 0 |
Operating Income | (36,452) | (403,774) | 62,371 |
Interest expense | 64,049 | 22,827 | 19,439 |
Loss from debt extinguishment | 15,876 | 0 | 0 |
Income before provision for income taxes | (116,377) | (426,601) | 42,932 |
Depreciation and amortization | 37,747 | 38,145 | 31,626 |
Capital expenditures | 21,710 | 17,573 | 62,401 |
Total assets | 876,043 | 933,554 | 1,307,753 |
TL | |||
Schedule of financial data of reportable segments | |||
Impairment charges | 0 | (159,118) | 0 |
LTL | |||
Schedule of financial data of reportable segments | |||
Impairment charges | 0 | (197,312) | 0 |
Ascent [Member] | |||
Schedule of financial data of reportable segments | |||
Impairment charges | $ (4,402) | (17,231) | 0 |
Sales Revenue | Customer Concentration Risk | TL | |||
Schedule of financial data of reportable segments | |||
Concentration Risk, Percentage | 12.00% | ||
Revenues | $ 245,400 | 252,100 | |
Operating Segments | TL | |||
Schedule of financial data of reportable segments | |||
Revenues | 1,304,833 | 1,246,798 | 1,128,390 |
Operating Income | 6,481 | (164,100) | 48,717 |
Depreciation and amortization | 26,912 | 27,622 | 22,587 |
Capital expenditures | 12,415 | 9,630 | 48,527 |
Total assets | 506,009 | 498,330 | 656,491 |
Operating Segments | LTL | |||
Schedule of financial data of reportable segments | |||
Revenues | 463,519 | 461,540 | 515,328 |
Operating Income | (26,383) | (203,600) | 15,438 |
Depreciation and amortization | 4,353 | 4,052 | 2,801 |
Capital expenditures | 1,641 | 4,051 | 11,367 |
Total assets | 79,065 | 129,899 | 330,203 |
Operating Segments | Ascent [Member] | |||
Schedule of financial data of reportable segments | |||
Revenues | 328,318 | 335,510 | 377,137 |
Operating Income | 21,697 | 8,143 | 28,268 |
Depreciation and amortization | 4,588 | 4,938 | 4,903 |
Capital expenditures | 815 | 3,813 | 429 |
Total assets | 226,944 | 302,164 | 317,453 |
Eliminations | |||
Schedule of financial data of reportable segments | |||
Revenues | (5,379) | (10,648) | (28,689) |
Total assets | (1,168) | (1,028) | (4,451) |
Corporate | |||
Schedule of financial data of reportable segments | |||
Operating Income | (38,247) | (44,217) | (30,052) |
Depreciation and amortization | 1,894 | 1,533 | 1,335 |
Capital expenditures | 6,839 | 79 | 2,078 |
Total assets | 65,193 | $ 4,189 | $ 8,057 |
Corporate | Unitrans | |||
Schedule of financial data of reportable segments | |||
Operating Income | $ 35,400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 01, 2018 | Jan. 30, 2018 | May 02, 2017 | May 24, 2018 | Mar. 14, 2018 |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 52.5 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 54,750 | ||||
Minimum | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capital Leases and Purchase Money Indebtedness | $ 35 | ||||
Maximum | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capital Leases and Purchase Money Indebtedness | $ 60 | ||||
London Interbank Offered Rate (LIBOR) | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Base Rate | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Series E-1 Preferred Stock [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 17.5 | $ 17.5 | |||
Sale of Stock, Number of Shares Issued in Transaction | 17,500 | 18,228 | |||
Share issued, price per share (in dollars per share) | $ 1,000 | ||||
Debt Instrument, Redemption Price, Percentage | 103.50% | ||||
Debt Instrument, Redemption Price, Percentage, Option Two | 106.50% | ||||
Series E-1 Preferred Stock [Member] | London Interbank Offered Rate (LIBOR) | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Series E-1 Preferred Stock [Member] | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||||
Series E-1 Preferred Stock [Member] | London Interbank Offered Rate (LIBOR) | Maximum | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||
Series E-1 Preferred Stock, Option 2 [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 18,228 | ||||
Share issued, price per share (in dollars per share) | $ 960 | ||||
Series E-1 Preferred Stock, Option 3 [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 19,022 | ||||
Share issued, price per share (in dollars per share) | $ 920 |