Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 07, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Roadrunner Transportation Systems, Inc. | ' |
Entity Central Index Key | '0001440024 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 37,492,773 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $8,757 | $11,908 |
Accounts receivable, net of allowances of $2,403 and $1,476, respectively | 170,792 | 122,947 |
Deferred income taxes | 2,774 | 3,800 |
Prepaid expenses and other current assets | 23,525 | 26,461 |
Total current assets | 205,848 | 165,116 |
Property and equipment, net of accumulated depreciation of $29,141 and $20,108, respectively | 96,234 | 68,576 |
Other assets: | ' | ' |
Goodwill | 515,862 | 442,143 |
Intangible assets, net | 24,607 | 12,710 |
Other noncurrent assets | 11,690 | 12,263 |
Total other assets | 552,159 | 467,116 |
Total assets | 854,241 | 700,808 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 9,844 | 17,000 |
Accounts payable | 68,184 | 54,887 |
Accrued expenses and other liabilities | 29,908 | 29,132 |
Total current liabilities | 107,936 | 101,019 |
Long-term debt, net of current maturities | 195,969 | 144,500 |
Other long-term liabilities | 62,591 | 63,210 |
Total liabilities | 366,496 | 308,729 |
Common stock $.01 par value; 100,000 shares authorized; 37,480 and 34,371 shares issued and outstanding | 375 | 344 |
Additional paid-in capital | 382,887 | 325,034 |
Retained earnings | 104,483 | 66,701 |
Total stockholders’ investment | 487,745 | 392,079 |
Total liabilities and stockholders’ investment | $854,241 | $700,808 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, net of allowances | $2,403 | $1,476 |
Property and equipment, net of accumulated depreciation | $29,141 | $20,108 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 37,480 | 34,371 |
Common stock, shares outstanding | 37,480 | 34,371 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $363,156 | $279,165 | $994,444 | $778,284 |
Operating expenses: | ' | ' | ' | ' |
Purchased transportation costs | 253,158 | 196,042 | 687,422 | 548,947 |
Personnel and related benefits | 39,816 | 30,331 | 111,342 | 86,027 |
Other operating expenses | 41,933 | 31,883 | 116,405 | 84,895 |
Depreciation and amortization | 4,029 | 2,424 | 11,230 | 6,509 |
Acquisition transaction expenses | 561 | 480 | 851 | 688 |
Total operating expenses | 339,497 | 261,160 | 927,250 | 727,066 |
Operating income | 23,659 | 18,005 | 67,194 | 51,218 |
Interest expense: | ' | ' | ' | ' |
Interest on long-term debt | 2,078 | 1,943 | 5,563 | 5,812 |
Dividends on preferred stock subject to mandatory redemption | 0 | 0 | 0 | 49 |
Total interest expense | 2,078 | 1,943 | 5,563 | 5,861 |
Income before provision for income taxes | 21,581 | 16,062 | 61,631 | 45,357 |
Provision for income taxes | 8,351 | 6,190 | 23,849 | 17,354 |
Net income available to common stockholders | $13,230 | $9,872 | $37,782 | $28,003 |
Earnings per share available to common stockholders: | ' | ' | ' | ' |
Basic | $0.36 | $0.32 | $1.06 | $0.91 |
Diluted | $0.35 | $0.31 | $1.01 | $0.87 |
Weighted average common stock outstanding: | ' | ' | ' | ' |
Basic | 36,407 | 30,859 | 35,666 | 30,808 |
Diluted | 38,191 | 32,260 | 37,469 | 32,220 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Net Income | $37,782 | $28,003 |
Cash flows from operating activities: | ' | ' |
Net income | 37,782 | 28,003 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 12,864 | 6,772 |
Gain on disposal of buildings and equipment | -473 | -502 |
Stock-based compensation | 1,155 | 493 |
Provision for bad debts | 1,009 | 811 |
Excess tax benefit on stock-based compensation | -3,765 | 0 |
Deferred tax provision | 2,874 | 1,014 |
Changes in: | ' | ' |
Accounts receivable | -26,614 | -20,504 |
Prepaid expenses and other assets | 5,496 | -6,314 |
Accounts payable | 754 | 2,253 |
Accrued expenses and other liabilities | -7,082 | 6,272 |
Net cash provided by operating activities | 24,000 | 18,298 |
Cash flows from investing activities: | ' | ' |
Acquisition of business, net of cash acquired | -100,659 | -59,468 |
Capital expenditures | -24,379 | -12,026 |
Proceeds from sale of buildings and equipment | 1,263 | 1,252 |
Net cash used in investing activities | -123,775 | -70,242 |
Cash flows from financing activities: | ' | ' |
Borrowings under revolving credit facilities | 110,827 | 141,177 |
Payments under revolving credit facilities | -77,826 | -113,782 |
Long-term debt borrowings | 22,000 | 40,500 |
Long-term debt payments | -10,688 | -11,250 |
Debt issuance cost | -1,472 | -1,374 |
Payments of contingent earnouts | 2,407 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 52,474 | 823 |
Redemption of mandatory redeemable preferred stock | 0 | -5,000 |
Excess tax benefit from share-based compensation | 3,765 | 0 |
Reduction of capital lease obligation | -49 | -143 |
Net cash provided by financing activities | 96,624 | 50,951 |
Net decrease in cash and cash equivalents | -3,151 | -993 |
Cash and cash equivalents: | ' | ' |
Beginning of period | 11,908 | 3,315 |
End of period | 8,757 | 2,322 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 4,567 | 6,248 |
Cash paid for income taxes, net | 18,951 | 9,168 |
Noncash contingent earnout | 7,678 | 11,733 |
Capital expenditures incurred but not yet paid | $0 | $961 |
Organization_Nature_of_Busines
Organization, Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Nature of Business and Significant Accounting Policies | ' |
1. Organization, Nature of Business and Significant Accounting Policies | |
Nature of Business | |
Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has three operating segments: less-than-truckload (“LTL”), truckload logistics (“TL”), and transportation management solutions (“TMS”). Within its LTL business, the Company operates 40 LTL service centers throughout the United States complemented by relationships with over 200 delivery agents. Within its TL business, the Company operates a network of 28 TL service centers, five freight consolidation and inventory management centers, and 21 company dispatch offices. The TL business is augmented by 79 independent brokerage agents. The Company operates its TMS business from five service centers and nine dispatch offices 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 customers in North America. The Company operates primarily in the United States. | |
Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the 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, except for the measurement period adjustment related to purchase accounting discussed in Note 2, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year. | |
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 as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Segment Reporting | |
The Company determines its operating 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 operating segments, which are also its reportable segments: LTL, TL, and TMS. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
2. Acquisitions | ||||||||||||||||
On February 24, 2012, the Company acquired all of the outstanding stock of Capital Transportation Logistics (“CTL”) for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $6.2 million. The acquisition was financed with borrowings under the Company’s credit facility discussed in Note 5. The CTL purchase agreement calls for contingent consideration in the form of an earnout capped at $0.8 million. The former owners of CTL are entitled to receive a payment equal to the amount by which CTL’s aggregate operating income, as defined in the purchase agreement, exceeds $1.8 million for the years ending December 31, 2012 and 2013. Approximately $0.7 million has been included in the TMS purchase price allocation related to this earnout. | ||||||||||||||||
On April 19, 2012, the Company acquired all of the outstanding stock of Grundman Holdings, Inc., which wholly owned both D&E Transport, Inc. and D&E Leasing, Inc. (collectively, “D&E”), for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $11.4 million. The acquisition was financed with borrowings under the Company’s credit facility discussed in Note 5. The D&E purchase agreement calls for contingent consideration in the form of an earnout capped at $0.7 million per year. The former owners of D&E are entitled to receive a payment equal to the amount by which D&E’s operating income, as defined in the purchase agreement, exceeds $2.0 million for the years ending December 31, 2012, 2013, and 2014. The annual payment starts at $0.1 million if operating income exceeds $2.0 million and escalates up to $0.7 million if operating income exceeds $5.0 million. Approximately $1.0 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On June 4, 2012, the Company acquired all of the outstanding stock of CTW Transport (“CTW”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $7.6 million. The acquisition was financed with borrowings under the Company’s credit facility discussed in Note 5. The CTW purchase agreement calls for contingent consideration in the form of an earnout capped at $3.5 million. The former owner of CTW is entitled to receive a payment equal to the amount by which CTW’s operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $2.0 million for the years ending December 31, 2012, 2013, and 2014. Approximately $2.6 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On August 1, 2012, the Company acquired all of the operating assets of R&M Transportation and all of the outstanding stock of Sortino Transportation (collectively, “R&M”) for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $24.2 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The R&M purchase agreement calls for contingent consideration in the form of an earnout capped at $5.0 million. The former owners of R&M are entitled to receive a payment equal to the amount by which R&M's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $1.7 million for the five months ending December 31, 2012 and $4.5 million for the years ending December 31, 2013, 2014, and 2015. Approximately $4.2 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On August 10, 2012, the Company acquired all of the outstanding stock of Expedited Freight Systems, Inc. (“EFS”) for the purpose of expanding its current market presence in the LTL segment. Cash consideration paid was $10.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The EFS purchase agreement calls for contingent consideration in the form of an earnout capped at $4.0 million. The former owners of EFS are entitled to receive a payment equal to the amount by which EFS's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $0.9 million for the period from the closing date through December 31, 2012, $2.3 million for the year ending December 31, 2013, $2.5 million for the years ending December 31, 2014 and 2015, and $2.8 million for the year ending December 31, 2016. Approximately $3.1 million has been included in the LTL purchase price allocation related to this earnout. | ||||||||||||||||
On November 5, 2012, the Company acquired all of the outstanding stock of Central Cal Transportation ("Central Cal") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $3.8 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The Central Cal purchase agreement calls for contingent consideration in the form of an earnout capped at $4.0 million. The former owners of Central Cal are entitled to receive a payment equal to $0.8 million if Central Cal's combined operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $1.4 million for the period from the closing date through December 31, 2013 and for the years ending December 31, 2014, 2015, and 2016. The purchase agreement also calls for an additional payment of 75% of the amount that Central Cal's combined operating income before depreciation and amortization exceeds $1.4 million in each of the periods referred to above. Approximately $3.4 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On November 12, 2012, the Company acquired all of the outstanding stock of Brandon Carrier Group, Inc. ("A&A") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $24.1 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The A&A purchase agreement calls for contingent consideration in the form of an earnout capped at $2.5 million. The former owners of A&A are entitled to receive a payment equal to the amount by which A&A's operating income before amortization, as defined in the purchase agreement, exceeds $3.0 million for the years ending December 31, 2013, 2014, 2015, and 2016. Approximately $2.2 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On December 21, 2012, the Company acquired all of the outstanding stock of Direct Connection Transportation ("DCT") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.0 million. The acquisition was financed with cash on-hand. The DCT purchase agreement calls for contingent consideration in the form of an earnout capped at $1.0 million. The former owners of DCT are entitled to receive a payment equal to the amount by which DCT's operating income before amortization, as defined in the purchase agreement, exceeds $0.4 million for the years ending December 31, 2013, 2014, and 2015. Approximately $1.0 million has been included in the TL purchase price allocation related to this earnout. | ||||||||||||||||
On April 30, 2013, the Company acquired all of the outstanding capital stock and the Charleston, South Carolina property of Wando Trucking, Inc. ("Wando Trucking") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $9.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. | ||||||||||||||||
On April 30, 2013, the Company also acquired all of the outstanding stock of Adrian Carriers, Inc. and C.B.A. Container Sales, Ltd. (collectively, "Adrian Carriers") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $14.2 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The Adrian Carriers purchase agreement calls for contingent consideration in the form of an earnout capped at $6.5 million. The former owners of Adrian Carriers are entitled to receive a payment equal to the amount by which Adrian Carrier's operating income before amortization, as defined in the purchase agreement, exceeds $2.3 million for the years ending April 30, 2014, 2015, 2016 and 2017. Approximately $5.3 million has been included in the TMS purchase price allocation related to this earnout. | ||||||||||||||||
On July 25, 2013, the Company acquired all of the outstanding membership interests of Marisol International, LLC ("Marisol") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $66.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The Marisol purchase agreement calls for contingent consideration in the form of an earnout capped at $2.5 million. The former owners of Marisol are entitled to receive a payment equal to the amount by which Marisol's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $7.8 million for the years ending July 31, 2014 and 2015. Approximately $1.9 million has been included in the TMS purchase price allocation related to this earnout. | ||||||||||||||||
On August 15, 2013, the Company acquired certain assets of the Southeast drayage division of Transportation Corporation of America, Inc. ("TA Drayage") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million. The acquisition was financed with cash on-hand. | ||||||||||||||||
On September 11, 2013, the Company acquired all of the outstanding membership interests of G.W. Palmer Logistics, LLC ("G.W. Palmer") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $2.5 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The G.W. Palmer purchase agreement calls for contingent consideration in the form of an earnout capped at $2.8 million. The former owners of G.W. Palmer are entitled to receive an initial payment, not to exceed $0.7 million, for achieving operating income before amortization in excess of $0.9 million for the period from the closing date through December 31, 2013, as defined in the purchase agreement, and a payment equal to the amount by which G.W. Palmer's operating income before amortization, as defined in the purchase agreement, exceeds $1.0 million for the years ending December 31, 2014, 2015, 2016, and 2017. The purchase price allocation related to the contingent earnout has not been finalized due to the timing of the closing of the acquisition. | ||||||||||||||||
On September 18, 2013, the Company acquired substantially all of the assets of YES Trans, Inc. ("YES Trans") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million. The acquisition was financed with cash on-hand. The YES Trans purchase agreement calls for contingent consideration in the form of an earnout capped at $1.1 million. The former owners of YES Trans are entitled to receive a payment equal to the amount by which YES Trans' operating income, as defined in the purchase agreement exceeds, $0.2 million for the years ending December 31, 2014, 2015, 2016, and 2017. The purchase price allocation related to the contingent earnout has not been finalized due to the timing of the closing of the acquisition. | ||||||||||||||||
The acquisitions of CTL, D&E, CTW, R&M, EFS, Central Cal, A&A, and DCT (collectively, "2012 acquisitions") are considered individually immaterial, but material in the aggregate. The acquisitions of Wando Trucking, Adrian Carriers, Marisol, TA Drayage, G.W Palmer, and YES Trans (collectively, "2013 acquisitions") are considered individually immaterial, but material in the aggregate. The following table summarizes, in the aggregate, the allocation of the purchase price paid to the fair value of the net assets for the 2012 and 2013 acquisitions (in thousands): | ||||||||||||||||
2013 Acquisitions | 2012 Acquisitions | |||||||||||||||
Accounts receivable | $ | 22,702 | $ | 15,175 | ||||||||||||
Other current assets | 871 | 1,240 | ||||||||||||||
Property and equipment | 14,399 | 32,387 | ||||||||||||||
Goodwill | 77,041 | 75,135 | ||||||||||||||
Customer relationship intangible assets | 11,681 | 5,932 | ||||||||||||||
Other noncurrent assets | 12 | (377 | ) | |||||||||||||
Accounts payable and other liabilities | (26,047 | ) | (40,777 | ) | ||||||||||||
Total | $ | 100,659 | $ | 88,715 | ||||||||||||
The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Purchase accounting is considered final for the 2012 acquisitions of CTL, D&E, CTW, EFS, and R&M, preliminary for the 2012 acquisitions of Central Cal, A&A, and DCT with respect to deferred taxes and goodwill, and preliminary for the 2013 acquisitions as final information was not available as of September 30, 2013. Measurement period adjustments related to certain 2012 acquisitions were recorded prospectively as they were not considered material to the Company's consolidated financial statements as of December 31, 2012. These measurement period adjustments from previously recorded opening balance sheets related primarily to fair value measurement changes in customer relationship intangible assets and changes in acquired deferred tax assets and liabilities. | ||||||||||||||||
From the dates of acquisition through September 30, 2012, the 2012 acquisitions contributed revenues to the Company of $23.1 million for the three months ended September 30, 2012 and $32.2 million for the nine months ended September 30, 2012, and contributed net income to the Company of $2.5 million for the three months ended September 30, 2012 and $4.3 million for the nine months ended September 30, 2012. | ||||||||||||||||
The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2012 includes the results of operations for the 2012 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2011 (in thousands): | ||||||||||||||||
Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 297,048 | $ | 884,413 | ||||||||||||
Net income | $ | 9,971 | $ | 29,290 | ||||||||||||
From the dates of acquisition through September 30, 2013, the 2013 acquisitions contributed revenues to the Company of $32.8 million for the three months ended September 30, 2013 and $40.6 million for the nine months ended September 30, 2013, and contributed net income to the Company of $2.1 million for the three months ended September 30, 2013 and $3.2 million for the nine months ended September 30, 2013. The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2013 and 2012 includes the results of operations for the 2013 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 377,327 | $ | 328,754 | $ | 1,099,439 | $ | 921,033 | ||||||||
Net income | $ | 13,199 | $ | 10,234 | $ | 37,923 | $ | 28,868 | ||||||||
The supplemental unaudited pro forma financial information above is presented for informational purposes only. It is not necessarily indicative of what the Company's financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the consolidated company. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||
3. 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 performs an impairment test of goodwill annually as of July 1. Neither the 2012 or 2013 impairment tests resulted in any impairment losses. There is no goodwill impairment for any of the periods presented in the Company's condensed consolidated financial statements. | ||||||||||||||||||||||||
The following is a rollforward of goodwill from December 31, 2012 to September 30, 2013 by reportable segment (in thousands): | ||||||||||||||||||||||||
LTL | TL | TMS | Total | |||||||||||||||||||||
Goodwill balance as of December 31, 2012 | $ | 197,456 | $ | 202,547 | $ | 42,140 | $ | 442,143 | ||||||||||||||||
Adjustments to goodwill for purchase accounting | (143 | ) | (3,183 | ) | 4 | (3,322 | ) | |||||||||||||||||
Acquisitions | — | 8,248 | 68,793 | 77,041 | ||||||||||||||||||||
Goodwill balance as of September 30, 2013 | $ | 197,313 | $ | 207,612 | $ | 110,937 | $ | 515,862 | ||||||||||||||||
Intangible assets consist of customer relationships acquired from business acquisitions. Intangible assets as of September 30, 2013 and December 31, 2012 were as follows (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | |||||||||||||||||||
Carrying | Amortization | Value | Carrying | Amortization | Value | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Customer relationships - TL | $ | 17,950 | $ | (4,829 | ) | $ | 13,121 | $ | 15,115 | $ | (3,430 | ) | $ | 11,685 | ||||||||||
Customer relationships - LTL | 1,358 | (667 | ) | 691 | 1,358 | (497 | ) | 861 | ||||||||||||||||
Customer relationships - TMS | 11,352 | (557 | ) | 10,795 | 626 | (462 | ) | 164 | ||||||||||||||||
Total customer relationships | $ | 30,660 | $ | (6,053 | ) | $ | 24,607 | $ | 17,099 | $ | (4,389 | ) | $ | 12,710 | ||||||||||
Customer relationships intangible assets are amortized over their estimated five to ten years useful lives. Amortization expense was $0.6 million and $0.4 million for the three months ended September 30, 2013 and 2012, respectively, and $1.7 million and $1.2 million for the nine months ended September 30, 2013 and 2012, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of September 30, 2013 is as follows (in thousands): | ||||||||||||||||||||||||
Remainder 2013 | $ | 869 | ||||||||||||||||||||||
2014 | 3,576 | |||||||||||||||||||||||
2015 | 3,379 | |||||||||||||||||||||||
2016 | 3,287 | |||||||||||||||||||||||
2017 | 3,166 | |||||||||||||||||||||||
2018 | 2,877 | |||||||||||||||||||||||
Thereafter | 7,453 | |||||||||||||||||||||||
Total | $ | 24,607 | ||||||||||||||||||||||
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Fair value measurement | ' | |||||||||||||||||||
4. 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’s 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 following table presents information, as of September 30, 2013 and December 31, 2012, about the Company’s financial liabilities. Contingent purchase price related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value (in thousands): | ||||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 22,429 | $ | 22,429 | ||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 22,429 | $ | 22,429 | ||||||||||||
December 31, 2012 | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 20,907 | $ | 20,907 | ||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 20,907 | $ | 20,907 | ||||||||||||
In measuring the fair value of the contingent purchase price liability, the Company used an income approach that considers the expected future earnings of the acquired businesses and the resulting contingent payments, discounted at a risk-adjusted rate. | ||||||||||||||||||||
The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and nine months ended September 30, 2013 and 2012 and the twelve months ended December 31, 2012 (in thousands): | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Twelve Months Ended December 31, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2012 | ||||||||||||||||
Balance as of Balance, beginning of period | $ | 23,698 | $ | 7,210 | $ | 20,907 | $ | 3,015 | $ | 3,015 | ||||||||||
Earnouts and adjustments related to acquisitions | 1,900 | 7,371 | 7,678 | 11,733 | 17,733 | |||||||||||||||
Payments of contingent purchase obligations | — | — | (2,407 | ) | (284 | ) | (284 | ) | ||||||||||||
Adjustments to contingent purchase obligation | (3,169 | ) | 153 | (3,749 | ) | 270 | 443 | |||||||||||||
Balance, end of period | $ | 22,429 | $ | 14,734 | $ | 22,429 | $ | 14,734 | $ | 20,907 | ||||||||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term debt | ' | |||||||
5. Long-Term Debt | ||||||||
Long-term debt as of September 30, 2013 and December 31, 2012 consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior debt: | ||||||||
Revolving credit facility | $ | 33,000 | $ | — | ||||
Term loan | 172,813 | 161,500 | ||||||
Total debt | 205,813 | 161,500 | ||||||
Less: Current maturities | (9,844 | ) | (17,000 | ) | ||||
Total long-term debt, net of current maturities | $ | 195,969 | $ | 144,500 | ||||
On August 3, 2012, the Company entered into a third amended and restated credit agreement with U.S. Bank National Association (“U.S. Bank”) and other lenders, which increased the revolving credit facility from $100.0 million to $125.0 million and the term loan from $140.0 million to $170.0 million. On August 9, 2013, the Company entered into a fourth amended and restated credit agreement (the "credit agreement") with U.S. Bank and other lenders, which increased the revolving credit facility to $200.0 million and the term loan to $175.0 million. The credit facility matures on August 9, 2018. Principal on the term loan is due in quarterly installments of $2.2 million per quarter through June 30, 2014. As of September 30, 2014, quarterly principal payments on the term loan increase to $3.3 million through June 30, 2016 and increase to $4.4 million beginning September 30, 2016 through June 30, 2018. Any remaining outstanding balance under the credit agreement is due August 9, 2018. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. As of and at all times during the three and nine months ended September 30, 2013, the Company was in compliance with all covenants contained in the credit agreement. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.3%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.3%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of September 30, 2013, the Company had outstanding letters of credit totaling $10.8 million. Total availability under the revolving credit facility was $156.2 million as of September 30, 2013. As of September 30, 2013, the average interest rate on the credit agreement was 3.0%. |
Stockholders_Investment
Stockholders' Investment | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Stockholders' investment | ' | |||||||||||||||
6. Stockholders’ Investment | ||||||||||||||||
Changes in stockholders’ investment for the three and nine months ended September 30, 2013 and 2012 consisted of the following (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 429,973 | $ | 315,524 | $ | 392,079 | $ | 295,953 | ||||||||
Net income | 13,230 | 9,872 | 37,782 | 28,003 | ||||||||||||
Shared-based compensation | 451 | 174 | 1,155 | 493 | ||||||||||||
Issuance of common stock - stock offering | 38,150 | — | 46,653 | — | ||||||||||||
Issuance of common stock - options and warrants | 2,176 | 1,203 | 6,311 | 2,060 | ||||||||||||
Excess tax benefit on stock-based compensation | 3,765 | — | 3,765 | — | ||||||||||||
Other Changes | — | (1,501 | ) | — | (1,237 | ) | ||||||||||
Ending balance | $ | 487,745 | $ | 325,272 | $ | 487,745 | $ | 325,272 | ||||||||
In January 2013, the underwriters for the Company's public offering of common stock exercised in full their over-allotment option to purchase an additional 525,000 shares of common stock at a price of $17.25 per share to the public. The sale of the additional shares resulted in additional net proceeds to the Company of approximately $8.5 million after deducting the underwriting discount and estimated expenses. | ||||||||||||||||
In August 2013, the Company issued 1.5 million shares of its common stock at a public offering price of $27.00 per share for an aggregate offering proceeds of $38.4 million, net of $2.3 million of underwriting discounts and commissions and expenses. |
Preferred_Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Preferred stock | ' |
7. Preferred Stock | |
Series A Redeemable Preferred Stock | |
In March 2007, the Company issued 5,000 shares of non-voting Series A Preferred Stock (“Series A Preferred Stock”), which were mandatorily redeemable by the Company at $1,000 per share, in cash, on November 30, 2012. The Series A Preferred Stock received cash dividends annually on April 30 at an annual rate equal to $40 per share. In March 2012, the Company repurchased the 5,000 shares of Series A Preferred Stock and paid the corresponding dividends through the date of the repurchase. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
8. Earnings Per Share | ||||||||||||
Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common stock outstanding during the period. For the three and nine months ended September 30, 2013 and 2012, diluted earnings per share was calculated by dividing net income available to common stockholders 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. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share. | ||||||||||||
The following table reconciles basic weighted average stock outstanding to diluted weighted average stock outstanding for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Basic weighted average stock outstanding | 36,407 | 30,859 | 35,666 | 30,808 | ||||||||
Effect of dilutive securities | ||||||||||||
Employee stock options | 424 | 446 | 463 | 450 | ||||||||
Warrants | 1,291 | 941 | 1,292 | 916 | ||||||||
Restricted stock units | 69 | 14 | 48 | 46 | ||||||||
Diluted weighted average stock outstanding | 38,191 | 32,260 | 37,469 | 32,220 | ||||||||
The Company had additional stock options and warrants outstanding of 308,698 as of September 30, 2012. These shares were not included in the computation of diluted earnings per share because they were not assumed to be exercised under the treasury stock method or were anti-dilutive. As of September 30, 2013, all stock options and warrants were included in the computation of diluted earnings per share. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
9. Income Taxes | |
The effective income tax rate was 38.7% for the three months ended September 30, 2013, compared to 38.5% for the three months ended September 30, 2012. For the nine months ended September 30, 2013, the effective income tax rate was 38.7% compared to 38.3% for the nine months ended September 30, 2012. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and its best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences. |
Guarantees_Guarantees
Guarantees Guarantees | 9 Months Ended |
Sep. 30, 2013 | |
Guarantees [Abstract] | ' |
Guarantees | ' |
10. Guarantees | |
The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors. The guarantees expire at various dates through 2020. The potential maximum exposure under these lease guarantees was approximately $7.4 million as of September 30, 2013. The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of September 30, 2013. However, 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. There were no material IC defaults during the three and nine months ended September 30, 2013 and payments made by the Company under the guarantee were de minimis. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and contingencies | ' |
11. Commitments and Contingencies | |
In the ordinary course of business, the Company is a defendant in several property and other claims. In the aggregate, the Company does not believe any of these claims will have a material impact on its consolidated financial statements. The Company maintains liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of September 30, 2013 and December 31, 2012, the Company had reserves for estimated uninsured losses of $5.7 million and $5.0 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related party transactions | ' |
12. Related Party Transactions | |
The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay a transaction fee for each acquisition and an annual advisory fee of $0.1 million. The Company paid an aggregate of $0.1 million to HCI for the advisory fee and travel expenses during both the three months ended September 30, 2013 and 2012 and an aggregate of $0.2 million and $0.1 million for the nine months ended September 30, 2013 and 2012, respectively. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment reporting | ' | |||||||||||||||
13. Segment Reporting | ||||||||||||||||
The Company determines its operating 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 operating segments, which are also the reportable segments: LTL, TL, and TMS. | ||||||||||||||||
These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, and stock-based compensation expense. | ||||||||||||||||
The following table reflects certain financial data of the Company’s reportable segments for the three and nine months ended September 30, 2013 and 2012 and as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues: | ||||||||||||||||
LTL | $ | 144,190 | $ | 132,451 | $ | 423,426 | $ | 381,121 | ||||||||
TL | 170,102 | 124,212 | 477,878 | 333,284 | ||||||||||||
TMS | 50,921 | 23,955 | 99,331 | 67,762 | ||||||||||||
Eliminations | (2,057 | ) | (1,453 | ) | (6,191 | ) | (3,883 | ) | ||||||||
Total | 363,156 | 279,165 | 994,444 | 778,284 | ||||||||||||
Operating income: | ||||||||||||||||
LTL | 10,907 | 10,015 | 31,693 | 28,919 | ||||||||||||
TL | 10,843 | 7,321 | 31,862 | 19,812 | ||||||||||||
TMS | 4,634 | 2,746 | 10,923 | 7,723 | ||||||||||||
Corporate | (2,725 | ) | (2,077 | ) | (7,284 | ) | (5,236 | ) | ||||||||
Total operating income | 23,659 | 18,005 | 67,194 | 51,218 | ||||||||||||
Interest expense | 2,078 | 1,943 | 5,563 | 5,861 | ||||||||||||
Income before provision for income taxes | $ | 21,581 | $ | 16,062 | $ | 61,631 | $ | 45,357 | ||||||||
Depreciation and amortization: | ||||||||||||||||
LTL | $ | 614 | $ | 627 | $ | 2,396 | $ | 1,688 | ||||||||
TL | 3,057 | 1,603 | 8,071 | 4,247 | ||||||||||||
TMS | 291 | 194 | 643 | 574 | ||||||||||||
Corporate | 67 | — | 120 | — | ||||||||||||
Total | $ | 4,029 | $ | 2,424 | $ | 11,230 | $ | 6,509 | ||||||||
Capital expenditures: | ||||||||||||||||
LTL | $ | 2,348 | $ | 1,802 | $ | 5,061 | $ | 5,661 | ||||||||
TL | 3,552 | 3,406 | 19,136 | 6,302 | ||||||||||||
TMS | 130 | 6 | 182 | 63 | ||||||||||||
Corporate | — | — | — | |||||||||||||
Total | $ | 6,030 | $ | 5,214 | $ | 24,379 | $ | 12,026 | ||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Assets: | ||||||||||||||||
LTL | $ | 582,357 | $ | 490,067 | ||||||||||||
TL | 384,008 | 339,890 | ||||||||||||||
TMS | 156,553 | 61,076 | ||||||||||||||
Eliminations | (268,677 | ) | (190,225 | ) | ||||||||||||
$ | 854,241 | $ | 700,808 | |||||||||||||
Organization_Nature_of_Busines1
Organization, Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Business | ' |
Nature of Business | |
Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has three operating segments: less-than-truckload (“LTL”), truckload logistics (“TL”), and transportation management solutions (“TMS”). Within its LTL business, the Company operates 40 LTL service centers throughout the United States complemented by relationships with over 200 delivery agents. Within its TL business, the Company operates a network of 28 TL service centers, five freight consolidation and inventory management centers, and 21 company dispatch offices. The TL business is augmented by 79 independent brokerage agents. The Company operates its TMS business from five service centers and nine dispatch offices 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 customers in North America. The Company operates primarily in the United States. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the 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, except for the measurement period adjustment related to purchase accounting discussed in Note 2, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year. | |
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 as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Segment Reporting | ' |
Segment Reporting | |
The Company determines its operating 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 operating segments, which are also its reportable segments: LTL, TL, and TMS. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions | ' | |||||||||||||||
2013 Acquisitions | 2012 Acquisitions | |||||||||||||||
Accounts receivable | $ | 22,702 | $ | 15,175 | ||||||||||||
Other current assets | 871 | 1,240 | ||||||||||||||
Property and equipment | 14,399 | 32,387 | ||||||||||||||
Goodwill | 77,041 | 75,135 | ||||||||||||||
Customer relationship intangible assets | 11,681 | 5,932 | ||||||||||||||
Other noncurrent assets | 12 | (377 | ) | |||||||||||||
Accounts payable and other liabilities | (26,047 | ) | (40,777 | ) | ||||||||||||
Total | $ | 100,659 | $ | 88,715 | ||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||
The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2012 includes the results of operations for the 2012 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2011 (in thousands): | ||||||||||||||||
Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||
Revenues | $ | 297,048 | $ | 884,413 | ||||||||||||
Net income | $ | 9,971 | $ | 29,290 | ||||||||||||
The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2013 and 2012 includes the results of operations for the 2013 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2012 (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | 377,327 | $ | 328,754 | $ | 1,099,439 | $ | 921,033 | ||||||||
Net income | $ | 13,199 | $ | 10,234 | $ | 37,923 | $ | 28,868 | ||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Rollforward of goodwill by reportable segment | ' | |||||||||||||||||||||||
LTL | TL | TMS | Total | |||||||||||||||||||||
Goodwill balance as of December 31, 2012 | $ | 197,456 | $ | 202,547 | $ | 42,140 | $ | 442,143 | ||||||||||||||||
Adjustments to goodwill for purchase accounting | (143 | ) | (3,183 | ) | 4 | (3,322 | ) | |||||||||||||||||
Acquisitions | — | 8,248 | 68,793 | 77,041 | ||||||||||||||||||||
Goodwill balance as of September 30, 2013 | $ | 197,313 | $ | 207,612 | $ | 110,937 | $ | 515,862 | ||||||||||||||||
Intangible assets | ' | |||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | |||||||||||||||||||
Carrying | Amortization | Value | Carrying | Amortization | Value | |||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Customer relationships - TL | $ | 17,950 | $ | (4,829 | ) | $ | 13,121 | $ | 15,115 | $ | (3,430 | ) | $ | 11,685 | ||||||||||
Customer relationships - LTL | 1,358 | (667 | ) | 691 | 1,358 | (497 | ) | 861 | ||||||||||||||||
Customer relationships - TMS | 11,352 | (557 | ) | 10,795 | 626 | (462 | ) | 164 | ||||||||||||||||
Total customer relationships | $ | 30,660 | $ | (6,053 | ) | $ | 24,607 | $ | 17,099 | $ | (4,389 | ) | $ | 12,710 | ||||||||||
Estimated amortization expense | ' | |||||||||||||||||||||||
Remainder 2013 | $ | 869 | ||||||||||||||||||||||
2014 | 3,576 | |||||||||||||||||||||||
2015 | 3,379 | |||||||||||||||||||||||
2016 | 3,287 | |||||||||||||||||||||||
2017 | 3,166 | |||||||||||||||||||||||
2018 | 2,877 | |||||||||||||||||||||||
Thereafter | 7,453 | |||||||||||||||||||||||
Total | $ | 24,607 | ||||||||||||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Financial liabilities measured at fair value on a recurring basis | ' | |||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 22,429 | $ | 22,429 | ||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 22,429 | $ | 22,429 | ||||||||||||
December 31, 2012 | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 20,907 | $ | 20,907 | ||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 20,907 | $ | 20,907 | ||||||||||||
Schedule of reconciliation of beginning and ending Level 3 financial liability balance | ' | |||||||||||||||||||
The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and nine months ended September 30, 2013 and 2012 and the twelve months ended December 31, 2012 (in thousands): | ||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Twelve Months Ended December 31, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2012 | ||||||||||||||||
Balance as of Balance, beginning of period | $ | 23,698 | $ | 7,210 | $ | 20,907 | $ | 3,015 | $ | 3,015 | ||||||||||
Earnouts and adjustments related to acquisitions | 1,900 | 7,371 | 7,678 | 11,733 | 17,733 | |||||||||||||||
Payments of contingent purchase obligations | — | — | (2,407 | ) | (284 | ) | (284 | ) | ||||||||||||
Adjustments to contingent purchase obligation | (3,169 | ) | 153 | (3,749 | ) | 270 | 443 | |||||||||||||
Balance, end of period | $ | 22,429 | $ | 14,734 | $ | 22,429 | $ | 14,734 | $ | 20,907 | ||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term debt | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior debt: | ||||||||
Revolving credit facility | $ | 33,000 | $ | — | ||||
Term loan | 172,813 | 161,500 | ||||||
Total debt | 205,813 | 161,500 | ||||||
Less: Current maturities | (9,844 | ) | (17,000 | ) | ||||
Total long-term debt, net of current maturities | $ | 195,969 | $ | 144,500 | ||||
Stockholders_Investment_Tables
Stockholders' Investment (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
Schedule of changes in stockholders' investment | ' | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 429,973 | $ | 315,524 | $ | 392,079 | $ | 295,953 | ||||||||
Net income | 13,230 | 9,872 | 37,782 | 28,003 | ||||||||||||
Shared-based compensation | 451 | 174 | 1,155 | 493 | ||||||||||||
Issuance of common stock - stock offering | 38,150 | — | 46,653 | — | ||||||||||||
Issuance of common stock - options and warrants | 2,176 | 1,203 | 6,311 | 2,060 | ||||||||||||
Excess tax benefit on stock-based compensation | 3,765 | — | 3,765 | — | ||||||||||||
Other Changes | — | (1,501 | ) | — | (1,237 | ) | ||||||||||
Ending balance | $ | 487,745 | $ | 325,272 | $ | 487,745 | $ | 325,272 | ||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding | ' | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Basic weighted average stock outstanding | 36,407 | 30,859 | 35,666 | 30,808 | ||||||||
Effect of dilutive securities | ||||||||||||
Employee stock options | 424 | 446 | 463 | 450 | ||||||||
Warrants | 1,291 | 941 | 1,292 | 916 | ||||||||
Restricted stock units | 69 | 14 | 48 | 46 | ||||||||
Diluted weighted average stock outstanding | 38,191 | 32,260 | 37,469 | 32,220 | ||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of financial data of reportable segments | ' | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues: | ||||||||||||||||
LTL | $ | 144,190 | $ | 132,451 | $ | 423,426 | $ | 381,121 | ||||||||
TL | 170,102 | 124,212 | 477,878 | 333,284 | ||||||||||||
TMS | 50,921 | 23,955 | 99,331 | 67,762 | ||||||||||||
Eliminations | (2,057 | ) | (1,453 | ) | (6,191 | ) | (3,883 | ) | ||||||||
Total | 363,156 | 279,165 | 994,444 | 778,284 | ||||||||||||
Operating income: | ||||||||||||||||
LTL | 10,907 | 10,015 | 31,693 | 28,919 | ||||||||||||
TL | 10,843 | 7,321 | 31,862 | 19,812 | ||||||||||||
TMS | 4,634 | 2,746 | 10,923 | 7,723 | ||||||||||||
Corporate | (2,725 | ) | (2,077 | ) | (7,284 | ) | (5,236 | ) | ||||||||
Total operating income | 23,659 | 18,005 | 67,194 | 51,218 | ||||||||||||
Interest expense | 2,078 | 1,943 | 5,563 | 5,861 | ||||||||||||
Income before provision for income taxes | $ | 21,581 | $ | 16,062 | $ | 61,631 | $ | 45,357 | ||||||||
Depreciation and amortization: | ||||||||||||||||
LTL | $ | 614 | $ | 627 | $ | 2,396 | $ | 1,688 | ||||||||
TL | 3,057 | 1,603 | 8,071 | 4,247 | ||||||||||||
TMS | 291 | 194 | 643 | 574 | ||||||||||||
Corporate | 67 | — | 120 | — | ||||||||||||
Total | $ | 4,029 | $ | 2,424 | $ | 11,230 | $ | 6,509 | ||||||||
Capital expenditures: | ||||||||||||||||
LTL | $ | 2,348 | $ | 1,802 | $ | 5,061 | $ | 5,661 | ||||||||
TL | 3,552 | 3,406 | 19,136 | 6,302 | ||||||||||||
TMS | 130 | 6 | 182 | 63 | ||||||||||||
Corporate | — | — | — | |||||||||||||
Total | $ | 6,030 | $ | 5,214 | $ | 24,379 | $ | 12,026 | ||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Assets: | ||||||||||||||||
LTL | $ | 582,357 | $ | 490,067 | ||||||||||||
TL | 384,008 | 339,890 | ||||||||||||||
TMS | 156,553 | 61,076 | ||||||||||||||
Eliminations | (268,677 | ) | (190,225 | ) | ||||||||||||
$ | 854,241 | $ | 700,808 | |||||||||||||
Organization_Nature_of_Busines2
Organization Nature of Business and Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Organization Nature of Business and Significant Accounting Policies (Textual) [Abstract] | ' |
Number of operating segments | 3 |
LTL [Member] | ' |
Organization Nature of Business and Significant Accounting Policies (Textual) [Abstract] | ' |
Number of service centers | 40 |
Number of delivery agents | 200 |
TL [Member] | ' |
Organization Nature of Business and Significant Accounting Policies (Textual) [Abstract] | ' |
Number of service centers | 28 |
Number of consolidation facilities | 5 |
Number of dispatch offices | 21 |
Number of independent agents | 79 |
TMS [Member] | ' |
Organization Nature of Business and Significant Accounting Policies (Textual) [Abstract] | ' |
Number of service centers | 5 |
Number of dispatch offices | 9 |
Acquisitions_Details
Acquisitions (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 18, 2013 | Sep. 30, 2013 | Feb. 24, 2013 | Sep. 30, 2013 | Apr. 19, 2012 | Sep. 30, 2013 | Jun. 04, 2012 | Sep. 30, 2013 | Aug. 01, 2012 | Sep. 30, 2013 | Aug. 10, 2012 | Sep. 30, 2013 | Nov. 05, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
YES Trans [Member] | YES Trans [Member] | CTL [Member] | CTL [Member] | D&E [Member] | D&E [Member] | CTW [Member] | CTW [Member] | R & M [Member] | R & M [Member] | EFS [Member] | EFS [Member] | Central Cal [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | Wando [Member] | Adrian [Member] | Adrian [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Thirteen [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | Two Thousand Twelve [Member] | |||
CTL [Member] | D&E [Member] | CTW [Member] | R & M [Member] | EFS [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | CTL [Member] | D&E [Member] | CTW [Member] | EFS [Member] | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration Transferred | ' | ' | $1,200,000 | ' | $6,200,000 | ' | $11,400,000 | ' | $7,600,000 | ' | $24,200,000 | ' | $10,000,000 | ' | $3,800,000 | ' | ' | ' | $9,000,000 | $14,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2,500,000 | ' | ' | 1,100,000 | ' | 800,000 | ' | ' | ' | 3,500,000 | ' | 5,000,000 | ' | 4,000,000 | ' | 4,000,000 | 2,500,000 | 1,000,000 | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Basis | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | 2,000,000 | 2,000,000 | 4,500,000 | 2,300,000 | 1,400,000 | 3,000,000 | 400,000 | ' | ' | ' | 1,800,000 | 2,000,000 | 2,000,000 | 900,000 |
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,702,000 | ' | 22,702,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,175,000 | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 871,000 | ' | 871,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,240,000 | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,399,000 | ' | 14,399,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,387,000 | ' | ' | ' | ' |
Goodwill | 515,862,000 | 442,143,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,041,000 | ' | 77,041,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,135,000 | ' | ' | ' | ' |
Customer relationship intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,681,000 | ' | 11,681,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,932,000 | ' | ' | ' | ' |
Other noncurrent assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000 | ' | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -377,000 | ' | ' | ' | ' |
Accounts payable and other liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -26,047,000 | ' | -26,047,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -40,777,000 | ' | ' | ' | ' |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,659,000 | ' | 100,659,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,715,000 | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 377,327,000 | 328,754,000 | 1,099,439,000 | 921,033,000 | ' | ' | ' | ' | ' | ' | ' | ' | 297,048,000 | 884,413,000 | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,199,000 | $10,234,000 | $37,923,000 | $28,868,000 | ' | ' | ' | ' | ' | ' | ' | ' | $9,971,000 | $29,290,000 | ' | ' | ' | ' | ' |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 24, 2013 | Sep. 30, 2013 | Apr. 19, 2012 | Sep. 30, 2013 | Jun. 04, 2012 | Sep. 30, 2013 | Aug. 01, 2012 | Sep. 30, 2013 | Aug. 10, 2012 | Sep. 30, 2013 | Nov. 05, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jul. 25, 2013 | Sep. 30, 2013 | Aug. 15, 2013 | Sep. 30, 2013 | Sep. 11, 2013 | Sep. 30, 2013 | Sep. 18, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 24, 2012 | Apr. 30, 2013 | Jul. 25, 2013 | Apr. 19, 2012 | Jun. 04, 2012 | Aug. 01, 2012 | Nov. 05, 2012 | Nov. 12, 2012 | Dec. 21, 2012 | Aug. 10, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
CTL [Member] | CTL [Member] | D&E [Member] | D&E [Member] | CTW [Member] | CTW [Member] | R & M [Member] | R & M [Member] | EFS [Member] | EFS [Member] | Central Cal [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | Wando [Member] | Wando [Member] | Adrian [Member] | Adrian [Member] | Marisol [Member] | Marisol [Member] | TA Drayage [Member] | TA Drayage [Member] | GW Palmer [Member] | GW Palmer [Member] | YES Trans [Member] | YES Trans [Member] | 2012 [Member] | 2012 [Member] | 2012 [Member] | 2012 [Member] | 2012 [Member] | 2012 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2013 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2014 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2015 [Member] | 2016 [Member] | 2016 [Member] | 2016 [Member] | 2016 [Member] | 2016 [Member] | 2016 [Member] | 2017 [Member] | 2017 [Member] | 2017 [Member] | TMS [Member] | TMS [Member] | TMS [Member] | TL [Member] | TL [Member] | TL [Member] | TL [Member] | TL [Member] | TL [Member] | LTL [Member] | Maximum [Member] | Minimum [Member] | |||||
CTL [Member] | D&E [Member] | CTW [Member] | EFS [Member] | CTL [Member] | D&E [Member] | CTW [Member] | R & M [Member] | EFS [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | GW Palmer [Member] | CTW [Member] | R & M [Member] | EFS [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | Adrian [Member] | Marisol [Member] | GW Palmer [Member] | YES Trans [Member] | R & M [Member] | EFS [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | Adrian [Member] | Marisol [Member] | GW Palmer [Member] | YES Trans [Member] | EFS [Member] | Central Cal [Member] | A&A [Member] | Adrian [Member] | GW Palmer [Member] | YES Trans [Member] | Adrian [Member] | GW Palmer [Member] | YES Trans [Member] | CTL [Member] | Adrian [Member] | Marisol [Member] | D&E [Member] | CTW [Member] | R & M [Member] | Central Cal [Member] | A&A [Member] | DCT [Member] | EFS [Member] | D&E [Member] | D&E [Member] | |||||||||||||||||||||||||||||||||||||
Business Acquisition (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of acquisition | ' | ' | ' | ' | ' | 24-Feb-12 | ' | 19-Apr-12 | ' | 4-Jun-12 | ' | 1-Aug-12 | ' | 10-Aug-12 | ' | 5-Nov-12 | 12-Nov-12 | 21-Dec-12 | ' | 30-Apr-13 | ' | 30-Apr-13 | ' | 25-Jul-13 | ' | 15-Aug-13 | ' | 11-Sep-13 | ' | 18-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration Transferred | ' | ' | ' | ' | $6,200,000 | ' | $11,400,000 | ' | $7,600,000 | ' | $24,200,000 | ' | $10,000,000 | ' | $3,800,000 | ' | ' | ' | $9,000,000 | ' | $14,200,000 | ' | $66,000,000 | ' | $1,200,000 | ' | $2,500,000 | ' | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24,100,000 | $1,000,000 | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2,500,000 | ' | 2,500,000 | ' | ' | 800,000 | ' | ' | ' | 3,500,000 | ' | 5,000,000 | ' | 4,000,000 | ' | 4,000,000 | 2,500,000 | 1,000,000 | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | 2,800,000 | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' |
Business Combination, Contingent Consideration Arrangements, Basis | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | 2,000,000 | 2,000,000 | 900,000 | ' | ' | ' | ' | 1,800,000 | 2,000,000 | 2,000,000 | 4,500,000 | 2,300,000 | 1,400,000 | 3,000,000 | 400,000 | 900,000 | 2,000,000 | 4,500,000 | 2,500,000 | 1,800,000 | 3,000,000 | 400,000 | 2,300,000 | 7,800,000 | 1,000,000 | 200,000 | 4,500,000 | 2,500,000 | 1,800,000 | 3,000,000 | 400,000 | 2,300,000 | 7,800,000 | 1,000,000 | 200,000 | 2,800,000 | 1,800,000 | 3,000,000 | 2,300,000 | 1,000,000 | 200,000 | 2,300,000 | 1,000,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 5,300,000 | 1,900,000 | 1,000,000 | 2,600,000 | 4,200,000 | 3,400,000 | 2,200,000 | 1,000,000 | 3,100,000 | ' | ' |
Revenue of acquiree since acquisition date, actual | 32,800,000 | 23,100,000 | 40,600,000 | 32,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings or loss of acquiree since acquisition date, actual | 2,100,000 | 2,500,000 | 3,200,000 | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impact on revenue on a pro forma basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 297,048,000 | 884,413,000 | ' | ' | ' | ' | 377,327,000 | 328,754,000 | 1,099,439,000 | 921,033,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impact on net income on a pro forma basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,971,000 | $29,290,000 | ' | ' | ' | ' | $13,199,000 | $10,234,000 | $37,923,000 | $28,868,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Rollforward of goodwill by reportable segment | ' |
Goodwill balance as of December 31, 2012 | $442,143 |
Acquisitions | 77,041 |
Adjustments to goodwill for purchase accounting | -3,322 |
Goodwill balance as of September 30, 2013 | 515,862 |
LTL [Member] | ' |
Rollforward of goodwill by reportable segment | ' |
Goodwill balance as of December 31, 2012 | 197,456 |
Acquisitions | 0 |
Goodwill balance as of September 30, 2013 | 197,313 |
TL [Member] | ' |
Rollforward of goodwill by reportable segment | ' |
Goodwill balance as of December 31, 2012 | 202,547 |
Acquisitions | 8,248 |
Goodwill balance as of September 30, 2013 | 207,612 |
TMS [Member] | ' |
Rollforward of goodwill by reportable segment | ' |
Goodwill balance as of December 31, 2012 | 42,140 |
Acquisitions | 68,793 |
Goodwill balance as of September 30, 2013 | $110,937 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible assets | ' | ' |
Net Carrying Value | $24,607 | ' |
Customer relationships [Member] | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 30,660 | 17,099 |
Accumulated Amortization | -6,053 | -4,389 |
Net Carrying Value | 24,607 | 12,710 |
Customer relationships [Member] | Customer relationships - TL [Member] | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 17,950 | 15,115 |
Accumulated Amortization | -4,829 | -3,430 |
Net Carrying Value | 13,121 | 11,685 |
Customer relationships [Member] | Customer relationships - LTL [Member] | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 1,358 | 1,358 |
Accumulated Amortization | -667 | -497 |
Net Carrying Value | 691 | 861 |
Customer relationships [Member] | Customer Relationships - TMS [Member] | ' | ' |
Intangible assets | ' | ' |
Gross Carrying Amount | 11,352 | 626 |
Accumulated Amortization | -557 | -462 |
Net Carrying Value | $10,795 | $164 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details 2) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $869 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 3,576 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 3,379 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 3,287 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 3,166 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 2,877 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 7,453 |
Finite-Lived Intangible Assets, Net | $24,607 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill and Intangible Assets (Additional Textual) [Abstract] | ' | ' | ' | ' |
Impairment of goodwill | ' | ' | $0 | ' |
Amortization expense for intangible assets | $600,000 | $400,000 | $1,700,000 | $1,200,000 |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' |
Goodwill and Intangible Assets (Textual) [Abstract] | ' | ' | ' | ' |
Period of amortization of intangible assets | ' | ' | '5 years | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' |
Goodwill and Intangible Assets (Textual) [Abstract] | ' | ' | ' | ' |
Period of amortization of intangible assets | ' | ' | '10 years | ' |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2011 |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities at fair value | $22,429 | ' | $22,429 | ' | $20,907 | ' | ' | ' |
Income approach valuation technique [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Liability, Fair Value Disclosure | 22,429 | ' | 22,429 | ' | 20,907 | ' | ' | ' |
Level 1 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Liability, Fair Value Disclosure | 0 | ' | 0 | ' | 0 | ' | ' | ' |
Total liabilities at fair value | ' | ' | ' | ' | ' | ' | ' | ' |
Level 2 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Liability, Fair Value Disclosure | 0 | ' | 0 | ' | 0 | ' | ' | ' |
Total liabilities at fair value | 0 | ' | 0 | ' | 0 | ' | ' | ' |
Level 3 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities at fair value | 22,429 | ' | 22,429 | ' | 20,907 | ' | ' | ' |
Balance, beginning of period | 22,429 | 14,734 | 22,429 | 14,734 | 20,907 | 23,698 | 7,210 | 3,015 |
Earnouts and adjustments related to acquisitions | 1,900 | 7,371 | 7,678 | 11,733 | 17,733 | ' | ' | ' |
Payments of contingent purchase obligations | 0 | 0 | -2,407 | -284 | -284 | ' | ' | ' |
Adjustments to contingent purchase obligation | -3,169 | 153 | -3,749 | 270 | 443 | ' | ' | ' |
Balance, end of period | 22,429 | 14,734 | 22,429 | 14,734 | 20,907 | 23,698 | 7,210 | 3,015 |
Level 3 [Member] | Income approach valuation technique [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Financial liabilities measured at fair value on a recurring basis | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Liability, Fair Value Disclosure | $22,429 | ' | $22,429 | ' | $20,907 | ' | ' | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Senior debt: | ' | ' |
Total debt | $205,813 | $161,500 |
Less: Current maturities | -9,844 | -17,000 |
Total long-term debt, net of current maturities | 195,969 | 144,500 |
Revolving credit facility [Member] | ' | ' |
Senior debt: | ' | ' |
Total debt | 33,000 | 0 |
Term loans [Member] | ' | ' |
Senior debt: | ' | ' |
Total debt | $172,813 | $161,500 |
LongTerm_Debt_Details_Textual
Long-Term Debt (Details Textual) (USD $) | 9 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 09, 2013 | Aug. 03, 2012 | Aug. 31, 2011 | Aug. 09, 2013 | Aug. 03, 2012 | Aug. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | |
Revolving credit facility [Member] | Revolving credit facility [Member] | Revolving credit facility [Member] | Revolving credit facility [Member] | Term Loan Facility Maturing [Member] | Term Loan Facility Maturing [Member] | Term Loan Facility Maturing [Member] | Eurocurrency [Member] | Base Rate [Member] | |||
Long-Term Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility | ' | ' | ' | ' | $125,000,000 | $100,000,000 | ' | ' | ' | ' | ' |
Increased revolving credit facility | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 195,969,000 | 144,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan | ' | ' | ' | ' | ' | ' | 175,000,000 | 170,000,000 | 140,000,000 | ' | ' |
Debt Instrument, Maturity Date | 9-Aug-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Repayments of Principal in Next Twelve Months | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Repayments of Principal Years Two and Three | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement date | 3-Aug-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly Repayments of Principal Years Four and Five | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate applicable margin range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.00% |
Variable rate applicable margin range, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.30% | 2.30% |
Issuance in letters of credit | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | 10,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total availability under revolving credit facility | ' | ' | $156,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Average interest rate on credit agreement | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Investment_Detail
Stockholders' Investment (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 14, 2013 | |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Options to purchase additonal shares | 525,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 1,500,000 | ' | ' |
Share Price | $17.25 | ' | ' | ' | ' | $27 |
Proceeds from Sale of Shares, Net of Underwriting Discount and Estimated Expenses | $8,500,000 | ' | ' | ' | ' | ' |
Underwriting Discounts and Commission | ' | ' | ' | 2,300,000 | ' | ' |
Stockholders' investment: | ' | ' | ' | ' | ' | ' |
Beginning balance | 392,079,000 | 429,973,000 | 315,524,000 | 392,079,000 | 295,953,000 | ' |
Net Income | ' | 13,230,000 | 9,872,000 | 37,782,000 | 28,003,000 | ' |
Share-based Compensation | ' | 451,000 | 174,000 | 1,155,000 | 493,000 | ' |
Issuance of common stock - stock offering | ' | 38,400,000 | ' | 52,474,000 | 823,000 | ' |
Excess tax benefit on stock-based compensation | ' | 3,765,000 | 0 | 3,765,000 | 0 | ' |
Other Changes | ' | 0 | -1,501,000 | 0 | -1,237,000 | ' |
Ending balance | ' | 487,745,000 | 325,272,000 | 487,745,000 | 325,272,000 | ' |
Common Stock [Member] | ' | ' | ' | ' | ' | ' |
Stockholders' investment: | ' | ' | ' | ' | ' | ' |
Issuance of common stock - stock offering | ' | 38,150,000 | 0 | 46,653,000 | 0 | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' |
Stockholders' investment: | ' | ' | ' | ' | ' | ' |
Issuance of common stock - stock offering | ' | $2,176,000 | $1,203,000 | $6,311,000 | $2,060,000 | ' |
Preferred_Stock_Details
Preferred Stock (Details) (Series A preferred stock [Member], USD $) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2012 | Sep. 30, 2013 | Nov. 30, 2012 | Mar. 31, 2007 | |
Liquidation preference [Member] | ||||
Preferred Stock (Textual) [Abstract] | ' | ' | ' | ' |
Issued and outstanding shares of Series A preferred stock | ' | ' | ' | 5,000 |
Per share amount of Series A preferred stock | ' | ' | $1,000 | ' |
Preferred stock dividend annual rate | ' | $40 | ' | ' |
Series A preferred stock repurchased | 5,000 | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ' | ' | ' | ' |
Basic weighted average stock outstanding | 36,407 | 30,859 | 35,666 | 30,808 |
Dilutive weighted average stock outstanding | 38,191 | 32,260 | 37,469 | 32,220 |
Warrant [Member] | ' | ' | ' | ' |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ' | ' | ' | ' |
Warrants | 1,291 | 941 | 1,292 | 916 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ' | ' | ' | ' |
Employee stock options | 424 | 446 | 463 | 450 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ' | ' | ' | ' |
Employee stock options | 69 | 14 | 48 | 46 |
Earnings_Per_Share_Details_Tex
Earnings Per Share (Details Textual) (Stock options [Member], Warrants [Member]) | 9 Months Ended |
Sep. 30, 2012 | |
Stock options [Member] | Warrants [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Additional stock options and warrants outstanding | 308,698 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
Effective income tax rate | 38.70% | 38.50% | 38.70% | 38.30% |
Federal corporate income tax rate | ' | ' | 35.00% | ' |
Guarantees_Guarantees_Details
Guarantees Guarantees (Details) (USD $) | Sep. 30, 2013 |
In Millions, unless otherwise specified | |
Guarantor Obligations [Line Items] | ' |
Guarantees ExpirationYear | '2020 |
Guarantor Obligations, Maximum Exposure, Undiscounted | $7.40 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Insurance Claims [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Liability and cargo insurance coverage for claims | $500,000 | ' |
Cargo Claims [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Liability and cargo insurance coverage for claims | 100,000 | ' |
Uninsured Risk [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Reserves for estimated uninsured losses | $5,700,000 | $5,000,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 12, 2011 |
Related Party Transactions (Textual) [Abstract] | ' | ' | ' | ' | ' |
Related Party Transaction, Payment | $0.10 | $0.10 | $0.20 | $0.10 | ' |
Annual advisory fee | ' | ' | ' | ' | $0.10 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segment | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Number of Operating Segments | ' | ' | 3 | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Revenues | $363,156 | $279,165 | $994,444 | $778,284 | ' |
Operating Income | 23,659 | 18,005 | 67,194 | 51,218 | ' |
Interest expense | 2,078 | 1,943 | 5,563 | 5,861 | ' |
Income before provision for income taxes | 21,581 | 16,062 | 61,631 | 45,357 | ' |
Depreciation and amortization | 4,029 | 2,424 | 11,230 | 6,509 | ' |
Payments to Acquire Productive Assets, Non Cash and Cash | 6,030 | 5,214 | 24,379 | 12,026 | ' |
Total assets | 854,241 | ' | 854,241 | ' | 700,808 |
LTL [Member] | ' | ' | ' | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Revenues | 144,190 | 132,451 | 423,426 | 381,121 | ' |
Operating Income | 10,907 | 10,015 | 31,693 | 28,919 | ' |
Depreciation and amortization | 614 | 627 | 2,396 | 1,688 | ' |
Payments to Acquire Productive Assets, Non Cash and Cash | 2,348 | 1,802 | 5,061 | 5,661 | ' |
Total assets | 582,357 | ' | 582,357 | ' | 490,067 |
TL [Member] | ' | ' | ' | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Revenues | 170,102 | 124,212 | 477,878 | 333,284 | ' |
Operating Income | 10,843 | 7,321 | 31,862 | 19,812 | ' |
Depreciation and amortization | 3,057 | 1,603 | 8,071 | 4,247 | ' |
Payments to Acquire Productive Assets, Non Cash and Cash | 3,552 | 3,406 | 19,136 | 6,302 | ' |
Total assets | 384,008 | ' | 384,008 | ' | 339,890 |
TMS [Member] | ' | ' | ' | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Revenues | 50,921 | 23,955 | 99,331 | 67,762 | ' |
Operating Income | 4,634 | 2,746 | 10,923 | 7,723 | ' |
Depreciation and amortization | 291 | 194 | 643 | 574 | ' |
Payments to Acquire Productive Assets, Non Cash and Cash | 130 | 6 | 182 | 63 | ' |
Total assets | 156,553 | ' | 156,553 | ' | 61,076 |
Eliminations [Member] | ' | ' | ' | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Revenues | -2,057 | -1,453 | -6,191 | -3,883 | ' |
Total assets | -268,677 | ' | -268,677 | ' | -190,225 |
Corporate [Member] | ' | ' | ' | ' | ' |
Schedule of financial data of reportable segments | ' | ' | ' | ' | ' |
Operating Income | -2,725 | -2,077 | -7,284 | -5,236 | ' |
Depreciation and amortization | 67 | 0 | 120 | 0 | ' |
Payments to Acquire Productive Assets, Non Cash and Cash | $0 | $0 | ' | $0 | ' |