Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 26, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | ||
Entity Central Index Key | 1440024 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $784,703,347 | ||
Entity Common Stock, Shares Outstanding | 38,031,544 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $11,345 | $5,438 |
Accounts receivable, net of allowances of $4,209 and $2,957, respectively | 284,379 | 171,165 |
Deferred income taxes | 8,607 | 1,847 |
Prepaid expenses and other current assets | 46,658 | 35,010 |
Total current assets | 350,989 | 213,460 |
Property and equipment, net of accumulated depreciation of $47,629 and $30,869, respectively | 146,850 | 96,558 |
Other assets: | ||
Goodwill | 669,652 | 518,743 |
Intangible assets, net | 79,878 | 31,363 |
Other noncurrent assets | 10,451 | 11,756 |
Total other assets | 759,981 | 561,862 |
Total assets | 1,257,820 | 871,880 |
Current liabilities: | ||
Current maturities of long-term debt | 10,000 | 10,938 |
Accounts payable | 118,743 | 67,141 |
Accrued expenses and other liabilities | 42,352 | 33,271 |
Total current liabilities | 171,095 | 111,350 |
Long-term debt, net of current maturities | 420,000 | 181,702 |
Other long-term liabilities | 107,950 | 78,463 |
Total liabilities | 699,045 | 371,515 |
Commitments and Contingencies (Note 13) | ||
Stockholders' investment: | ||
Common stock $.01 par value; 100,000 shares authorized; 37,925 and 37,564 shares issued and outstanding | 379 | 376 |
Additional paid-in capital | 390,725 | 384,292 |
Retained earnings | 167,671 | 115,697 |
Total stockholders’ investment | 558,775 | 500,365 |
Total liabilities and stockholder' investment | $1,257,820 | $871,880 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $4,209 | $2,957 |
Property and equipment, net of accumulated depreciation | $47,629 | $30,869 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 37,925 | 37,564 |
Common stock, shares outstanding | 37,925 | 37,564 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenues | $1,872,816 | $1,361,410 | $1,073,354 |
Operating expenses: | |||
Purchased transportation costs | 1,293,006 | 944,275 | 753,459 |
Personnel and related benefits | 213,079 | 151,158 | 119,955 |
Other operating expenses | 243,662 | 163,452 | 120,718 |
Depreciation and amortization | 25,078 | 16,311 | 9,499 |
Acquisition transaction expenses | 2,305 | 851 | 773 |
Total operating expenses | 1,777,130 | 1,276,047 | 1,004,404 |
Operating income | 95,686 | 85,363 | 68,950 |
Interest expense: | |||
Interest on long-term debt | 13,363 | 7,883 | 7,981 |
Dividends on preferred stock subject to mandatory redemption | 0 | 0 | 49 |
Total interest expense | 13,363 | 7,883 | 8,030 |
Income before provision for income taxes | 82,323 | 77,480 | 60,920 |
Provision for income taxes | 30,349 | 28,484 | 23,390 |
Net income available to common stockholders | $51,974 | $48,996 | $37,530 |
Earnings per share available to common stockholders: | |||
Basic (in usd per share) | $1.37 | $1.36 | $1.21 |
Diluted (in usd per share) | $1.32 | $1.29 | $1.16 |
Weighted average common stock outstanding: | |||
Basic (shares) | 37,852 | 36,133 | 31,040 |
Diluted (shares) | 39,259 | 37,913 | 32,425 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Investment (Equity) (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) |
In Thousands, except Share data | ||||
Balance at Dec. 31, 2011 | $295,953 | $307 | $266,475 | $29,171 |
Balance, shares at Dec. 31, 2011 | 30,707,781 | |||
Issuance of Common Stock, shares | 3,663,716 | |||
Issuance of Common Stock | 57,119 | 37 | 57,082 | |
Share-based compensation | 659 | 659 | ||
Excess tax benefit on share-based compensation | 818 | 818 | ||
Net income (loss) | 37,530 | 37,530 | ||
Balance at Dec. 31, 2012 | 392,079 | 344 | 325,034 | 66,701 |
Balance, shares at Dec. 31, 2012 | 34,371,497 | |||
Issuance of Common Stock, shares | 3,192,949 | |||
Issuance of Common Stock | 53,490 | 32 | 53,458 | |
Share-based compensation | 1,503 | 1,503 | ||
Excess tax benefit on share-based compensation | 4,297 | 4,297 | ||
Net income (loss) | 48,996 | 48,996 | ||
Balance at Dec. 31, 2013 | 500,365 | 376 | 384,292 | 115,697 |
Balance, shares at Dec. 31, 2013 | 37,564,446 | |||
Issuance of Common Stock, shares | 360,718 | |||
Issuance of Common Stock | 2,740 | 3 | 2,737 | |
Share-based compensation | 2,255 | 2,255 | ||
Excess tax benefit on share-based compensation | 1,441 | 1,441 | ||
Net income (loss) | 51,974 | 51,974 | ||
Balance at Dec. 31, 2014 | $558,775 | $379 | $390,725 | $167,671 |
Balance, shares at Dec. 31, 2014 | 37,925,164 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $51,974 | $48,996 | $37,530 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 27,145 | 18,490 | 11,108 |
Gain on disposal of buildings and equipment | -106 | -1,343 | -954 |
Share-based compensation | 2,255 | 1,503 | 659 |
Provision for bad debts | 4,499 | 2,934 | 1,083 |
Excess tax benefit on share-based compensation | -1,441 | -4,297 | 0 |
Deferred tax provision | 7,512 | 8,280 | 10,145 |
Changes in (net of acquisitions): | |||
Accounts receivable | -44,520 | -28,891 | -6,276 |
Prepaid expenses and other assets | -5,180 | -6,205 | -8,550 |
Accounts payable | 10,877 | -380 | -5,587 |
Accrued expenses and other liabilities | -12,385 | -2,964 | -2,435 |
Net cash provided by operating activities | 40,630 | 36,123 | 36,723 |
Cash flows from investing activities: | |||
Acquisition of business, net of cash acquired | -230,818 | -100,648 | -88,977 |
Capital expenditures | -44,977 | -31,546 | -15,140 |
Proceeds from sale of buildings and equipment | 6,951 | 5,121 | 510 |
Net cash used in investing activities | -268,844 | -127,073 | -103,607 |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 383,074 | 130,441 | 141,115 |
Payments under revolving credit facilities | -170,089 | -108,426 | -141,115 |
Long-term debt borrowings | 33,750 | 22,000 | 40,500 |
Long-term debt payments | -9,375 | -12,875 | -15,500 |
Debt issuance cost | -2,524 | -1,541 | -2,220 |
Payments of contingent earnouts | -4,804 | -2,407 | -83 |
Proceeds from Issuance of Common Stock, net of issuance costs | 2,740 | 53,059 | 57,119 |
Redemption of mandatory redeemable preferred stock | 0 | 0 | -5,000 |
Excess tax benefit on share-based compensation | 1,441 | 4,297 | 818 |
Reduction of capital lease obligation | -92 | -68 | -157 |
Net cash provided by financing activities | 234,121 | 84,480 | 75,477 |
Net increase (decrease) in cash and cash equivalents | 5,907 | -6,470 | 8,593 |
Cash and cash equivalents: | |||
Beginning of period | 5,438 | 11,908 | 3,315 |
End of period | 11,345 | 5,438 | 11,908 |
Supplemental cash flow information: | |||
Cash paid for interest | 11,351 | 6,505 | 8,214 |
Cash paid for income taxes (net of refunds) | 21,673 | 19,081 | 13,961 |
Noncash contingent earnout | 0 | 4,288 | 17,733 |
Capital expenditures (non-cash) | $0 | $0 | $1,749 |
Organization_Nature_of_Busines
Organization, Nature of Business and Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Organization, Nature of Business and Significant Accounting Policies | Organization, Nature of Business and Significant Accounting Policies | |||||||||||
Nature of Business | ||||||||||||
Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”); less-than-truckload (“LTL”); and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 47 TL service centers, five freight consolidation and inventory management centers, and 26 dispatch offices and is augmented by over 130 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 180 delivery agents. Within its TMS business, the Company operates from 11 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, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States. | ||||||||||||
Principles of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2014, all subsidiaries were 100% owned. All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||
Segment Reporting | ||||||||||||
The Company determines its 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: TL; LTL; and TMS. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. Cash equivalents consist of overnight investments in an interest bearing sweep account. | ||||||||||||
Accounts Receivable and Related Reserves | ||||||||||||
Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts and pricing allowances of approximately $4.2 million and $3.0 million as of December 31, 2014 and 2013, respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date. | ||||||||||||
The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 2,957 | $ | 1,476 | $ | 1,461 | ||||||
Provision, charged to expense | 4,499 | 2,934 | 1,083 | |||||||||
Write-offs, less recoveries | (3,247 | ) | (1,453 | ) | (1,068 | ) | ||||||
Ending balance | $ | 4,209 | $ | 2,957 | $ | 1,476 | ||||||
Property and Equipment | ||||||||||||
Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: | ||||||||||||
Buildings and leasehold improvements | 5-15 years | |||||||||||
Furniture and fixtures | 5 years | |||||||||||
Equipment | 3-15 years | |||||||||||
Accelerated depreciation methods are used for tax reporting purposes. | ||||||||||||
Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. | ||||||||||||
Goodwill and Other Intangibles | ||||||||||||
Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. | ||||||||||||
Goodwill is tested for impairment at least annually on July 1 using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. The Company has four reporting units as this is the lowest level for which discrete financial information is prepared and regularly reviewed by segment management. The impairment test for goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying amount. For purposes of the Company’s impairment test, the fair value of its reporting units are calculated based upon an average of an income fair value approach and market fair value approach. Based on these tests, the Company concluded that the fair value for each of the reporting units was in excess of the respective reporting unit’s carrying value. Accordingly, no goodwill impairments were identified in 2014, 2013, or 2012. | ||||||||||||
Other intangible assets recorded consist primarily of definite lived customer relationships. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. No indicators of impairment were identified in 2014, 2013, or 2012. See Note 4 for additional information on the Company's goodwill and intangible assets. | ||||||||||||
Debt Issuance Costs | ||||||||||||
Debt issuance costs represent costs incurred in connection with the financing agreement described in Note 6. The unamortized debt issuance costs aggregate to $6.1 million and $5.5 million as of December 31, 2014 and 2013, respectively, and have been classified in the consolidated balance sheets as other noncurrent assets. Such costs are being amortized over the expected maturity of the financing agreements using the effective interest rate method. | ||||||||||||
Share-Based Compensation | ||||||||||||
The Company’s share based payment awards are comprised of stock options and restricted stock units. The cost for the Company’s stock options and restricted stock units is measured at fair value using the Black-Scholes option pricing model for stock options and the stock price at the grant date for restricted stock units. The cost is recognized over the vesting period of the award, which is typically four years. | ||||||||||||
Income Taxes | ||||||||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of asset and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. | ||||||||||||
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||
The fair value of cash approximates cost. The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2014 and 2013 as the debt agreement bears interest based on prevailing variable market rates currently available and as such would be categorized as a Level 2 in the fair value hierarchy as defined in Note 5. | ||||||||||||
Revenue Recognition | ||||||||||||
LTL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured. The Company recognizes revenue based on a percentage of services completed for freight in-transit as of the balance sheet date. | ||||||||||||
TL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; and the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. This occurs when the Company completes the delivery of a shipment or the service has been fulfilled. | ||||||||||||
TMS revenue is recorded when the shipment has been delivered by a third-party carrier. Fees for services revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. The Company offers volume discounts to certain customers. Revenue is reduced as discounts are earned. In some instances, the Company performs multiple services. Typically separate fees are quoted and recognized as revenue when services are rendered. Occasionally, customers request an all-inclusive "door-to-door" fee for a set of services and revenue is allocated to the elements and recognized as each service is completed. | ||||||||||||
The Company typically recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process, and (4) taking the risk of loss for collection, delivery, and returns. Certain TMS transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. | ||||||||||||
Insurance | ||||||||||||
The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of vehicle liability, cargo damage, and workers’ compensation claims. The portion of self-insurance accruals which is included in accrued expenses and other liabilities relates primarily to vehicle liability and cargo damage claims. The Company periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. | ||||||||||||
The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. | ||||||||||||
New Accounting Pronouncements | ||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consisted of the following as of December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Land and improvements | $ | 3,399 | $ | 2,920 | ||||
Building and leasehold improvements | 12,777 | 7,089 | ||||||
Furniture and fixtures | 35,434 | 5,602 | ||||||
Equipment | 142,869 | 111,816 | ||||||
Gross property and equipment | 194,479 | 127,427 | ||||||
Less: Accumulated depreciation | 47,629 | 30,869 | ||||||
Property and equipment, net | $ | 146,850 | $ | 96,558 | ||||
Depreciation expense was $19.1 million, $13.3 million, and $7.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
Capital Leases | ||||||||
The Company has a building and certain equipment classified as capital leases. The recorded value of the building and the equipment is included in property and equipment, net as of December 31 as follows (in thousands): | ||||||||
2014 | 2013 | |||||||
Building and equipment | $ | 975 | $ | 975 | ||||
Less: Accumulated amortization | 540 | 461 | ||||||
Total | $ | 435 | $ | 514 | ||||
The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2014 (in thousands): | ||||||||
Amount | ||||||||
Year Ending: | ||||||||
2015 | $ | 285 | ||||||
2016 | 293 | |||||||
2017 | 302 | |||||||
2018 | 311 | |||||||
2019 | 320 | |||||||
Thereafter | 163 | |||||||
Total minimum lease payments | 1,674 | |||||||
Less: amount representing interest | 684 | |||||||
Present value of net minimum lease payments(1) | $ | 990 | ||||||
-1 | Reflected in the consolidated balance sheets as accrued expenses and other liabilities and other long-term liabilities of $0.1 million and $0.9 million, respectively. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Acquisitions | 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 6. The CTL purchase agreement called for contingent consideration in the form of an earnout capped at $0.8 million. The former owners of CTL were entitled to receive a payment equal to the amount by which CTL’s aggregate operating income, as defined in the purchase agreement, exceeded $1.8 million for the years ending December 31, 2012 and 2013. Approximately $0.7 million was included in the TMS purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 6. The D&E purchase agreement called for contingent consideration in the form of an earnout capped at $0.7 million per year. The former owners of D&E were entitled to receive a payment equal to the amount by which D&E’s operating income, as defined in the purchase agreement, exceeded $2.0 million for the years ending December 31, 2012, 2013, and 2014. The annual payment starts at $0.1 million if operating income exceeded $2.0 million and escalates up to $0.7 million if operating income exceeded $5.0 million. Approximately $1.0 million was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 6. The CTW purchase agreement called for contingent consideration in the form of an earnout capped at $3.5 million. The former owner of CTW was 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, exceeded $2.0 million for the years ending December 31, 2012, 2013, and 2014. Approximately $2.6 million was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 6. 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 was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 6. 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 was included in the LTL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 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 6. 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 when 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. Approximately $3.4 million was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 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 6. 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 was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
On December 21, 2012, the Company acquired all of the outstanding stock of Direct Connection Transportation ("DCT") for the purpose of expanding its current 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 was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
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 6. | ||||||||||||
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 6. 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 $4.3 million was included in the TMS purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
On July 25, 2013, the Company acquired all of the outstanding membership interests of Marisol International, LLC ("Marisol") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $66.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. 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. No amount was included in the TMS purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
On August 15, 2013, the Company acquired certain assets of the Southeast drayage division of Transportation Corporation of America, Inc. ("TA Drayage") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million. The acquisition was financed with cash on-hand. | ||||||||||||
On September 11, 2013, the Company acquired all of the outstanding membership interests of G.W. Palmer Logistics, LLC ("G.W. Palmer") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $2.5 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. 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. No amount was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
On September 18, 2013, the Company acquired substantially all of the assets of YES Trans, Inc. ("YES Trans") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $1.2 million. The acquisition was financed with cash on-hand. The YES Trans purchase agreement 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. No amount was included in the TL purchase price allocation related to this earnout on the opening balance sheet. | ||||||||||||
On February 24, 2014, the Company acquired all of the outstanding stock of Rich Logistics and Everett Transportation Inc. and certain assets of Keith Everett (collectively, "Rich Logistics") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $46.5 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. | ||||||||||||
On March 14, 2014, the Company acquired all of the outstanding stock of Unitrans, Inc. ("Unitrans") for the purpose of expanding its current market presence in the TMS segment. Cash consideration paid was $53.3 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. | ||||||||||||
On July 18, 2014, the Company acquired all of the outstanding stock of ISI Acquisition Corp. (which wholly owns Integrated Services, Inc. and ISI Logistics Inc.) and ISI Logistics South, Inc. (collectively, "ISI") for the purpose of expanding its current market presence in the TL segment. Cash consideration paid was $13.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. | ||||||||||||
On August 27, 2014, the Company acquired all of the outstanding stock of Active Aero Group Holdings, Inc. ("Active Aero") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $118.0 million. The acquisition was financed with borrowings under the Company's credit facility discussed in Note 6. | ||||||||||||
The results of operations and financial condition of these acquisitions have been included in our consolidated financial statements since their acquisition dates. 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 acquisitions of Rich Logistics, Unitrans, ISI, and Active Aero (collectively, "2014 acquisitions") are considered individually immaterial, but material in the aggregate. The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2012, 2013, and 2014 acquisitions, in the aggregate, (in thousands): | ||||||||||||
2014 Acquisitions | 2013 Acquisitions | 2012 Acquisitions | ||||||||||
Accounts receivable | $ | 68,128 | $ | 27,731 | $ | 15,175 | ||||||
Other current assets | 7,660 | 922 | 1,240 | |||||||||
Property and equipment | 31,153 | 14,392 | 32,387 | |||||||||
Goodwill | 151,924 | 77,631 | 75,407 | |||||||||
Customer relationship intangible assets | 54,347 | 19,727 | 5,932 | |||||||||
Other noncurrent assets | — | 12 | 623 | |||||||||
Accounts payable and other liabilities | (82,394 | ) | (39,767 | ) | (41,787 | ) | ||||||
Total | $ | 230,818 | $ | 100,648 | $ | 88,977 | ||||||
The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill of $1.4 million associated with the asset purchases in 2013 will be deductible for tax purposes while the remaining goodwill will not be deductible for tax purposes. Purchase accounting is considered final for the 2012 and 2013 acquisitions. Purchase accounting is considered final for the 2014 acquisitions except for deferred taxes, goodwill, and with respect to certain long-term asset valuations as final information was not available as of December 31, 2014. Measurement period adjustments related to certain 2013 acquisitions were recorded prospectively as they were not considered material to the Company's consolidated financial statements as of December 31, 2013. These measurement period adjustments from previously recorded opening balance sheets related primarily to fair value measurement changes in acquired deferred tax assets and liabilities. | ||||||||||||
From the dates of acquisition through December 31, 2012, the 2012 acquisitions contributed revenues of $73.7 million and net income of $9.0 million. The following supplemental unaudited pro forma financial information of the Company for the year ended December 31, 2012 includes the results of operations for the 2012 acquisitions, in the aggregate, as if the 2012 acquisitions had been completed on January 1, 2011 (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2012 | ||||||||||||
Revenues | $ | 1,185,927 | ||||||||||
Net income | $ | 38,850 | ||||||||||
From the dates of acquisition through December 31, 2013, the 2013 acquisitions contributed revenues of $84.3 million and net income of $3.6 million. The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 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): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Revenues | $ | 1,466,404 | $ | 1,265,698 | ||||||||
Net income | $ | 49,137 | $ | 37,345 | ||||||||
From the dates of acquisition through December 31, 2014, the 2014 acquisitions contributed revenues of $331.7 million and net income of $19.7 million. The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 2014 and 2013 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2013 (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 2,103,693 | $ | 1,781,305 | ||||||||
Net income | $ | 59,778 | $ | 57,443 | ||||||||
The supplemental unaudited pro forma financial information above is presented for information purposes only. It is not necessarily indicative of what the Company's financial position or results of operations actually would have been had the Company completed the acquisitions at the dates indicated, nor is it intended to project the future financial position or operating results of the combined company. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Intangible Assets | 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 completes an impairment test of goodwill annually. The Company had no goodwill impairment for any of the periods presented in the financial statements. | ||||||||||||||||||||||||
The following is a rollforward of goodwill from December 31, 2012 to December 31, 2014 by reportable segment (in thousands): | ||||||||||||||||||||||||
TL | LTL | TMS | Total | |||||||||||||||||||||
Goodwill balance as of December 31, 2012 | $ | 202,547 | $ | 197,456 | $ | 42,140 | $ | 442,143 | ||||||||||||||||
Adjustments to goodwill for purchase accounting | (1,906 | ) | (144 | ) | 4 | (2,046 | ) | |||||||||||||||||
Goodwill related to acquisitions | 10,772 | — | 67,874 | 78,646 | ||||||||||||||||||||
Goodwill balance as of December 31, 2013 | 211,413 | 197,312 | 110,018 | 518,743 | ||||||||||||||||||||
Adjustments to goodwill for purchase accounting | (1,253 | ) | — | 238 | (1,015 | ) | ||||||||||||||||||
Goodwill related to acquisitions | 108,891 | — | 43,033 | 151,924 | ||||||||||||||||||||
Goodwill balance as of December 31, 2014 | $ | 319,051 | $ | 197,312 | $ | 153,289 | $ | 669,652 | ||||||||||||||||
Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets were as follows as of December 31 (in thousands): | ||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Value | Amount | Value | |||||||||||||||||||||
TL | $ | 60,173 | $ | (8,356 | ) | $ | 51,817 | $ | 17,826 | $ | (5,294 | ) | $ | 12,532 | ||||||||||
LTL | 1,358 | (950 | ) | 408 | 1,358 | (723 | ) | 635 | ||||||||||||||||
TMS | 31,522 | (3,869 | ) | 27,653 | 19,522 | (1,326 | ) | 18,196 | ||||||||||||||||
Total intangible assets | $ | 93,053 | $ | (13,175 | ) | $ | 79,878 | $ | 38,706 | $ | (7,343 | ) | $ | 31,363 | ||||||||||
The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $5.8 million, $3.0 million, and $1.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2014 is as follows (in thousands): | ||||||||||||||||||||||||
Amount | ||||||||||||||||||||||||
Year Ending: | ||||||||||||||||||||||||
2015 | $ | 8,296 | ||||||||||||||||||||||
2016 | 8,205 | |||||||||||||||||||||||
2017 | 8,084 | |||||||||||||||||||||||
2018 | 7,821 | |||||||||||||||||||||||
2019 | 7,517 | |||||||||||||||||||||||
Thereafter | 39,955 | |||||||||||||||||||||||
Total | $ | 79,878 | ||||||||||||||||||||||
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurement | Fair Value Measurement | |||||||||||||||
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: | ||||||||||||||||
Level 1 — Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||
Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. | ||||||||||||||||
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. | ||||||||||||||||
The following table presents information, as of December 31, 2014 and 2013, about the Company’s financial liabilities. Contingent acquisition purchase price is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair values (in thousands): | ||||||||||||||||
December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 7,665 | $ | 7,665 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 7,665 | $ | 7,665 | ||||||||
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 17,054 | $ | 17,054 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 17,054 | $ | 17,054 | ||||||||
In measuring the fair value of the contingent payment 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 years ended December 31 (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Balance, beginning of period | $ | 17,054 | $ | 20,907 | $ | 3,015 | ||||||||||
Earnouts related to acquisitions | — | 4,288 | 17,733 | |||||||||||||
Payment of contingent purchase obligations | (4,804 | ) | (2,407 | ) | (284 | ) | ||||||||||
Adjustment to contingent purchase obligation | (4,585 | ) | (5,734 | ) | 443 | |||||||||||
Balance, end of period | $ | 7,665 | $ | 17,054 | $ | 20,907 | ||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
Long-Term Debt | ||||||||
Long-term debt consisted of the following at December 31 (in thousands): | ||||||||
2014 | 2013 | |||||||
Senior debt: | ||||||||
Revolving credit facility | $ | 235,000 | $ | 22,015 | ||||
Term loans | 195,000 | 170,625 | ||||||
Total debt | 430,000 | 192,640 | ||||||
Less: Current maturities | (10,000 | ) | (10,938 | ) | ||||
Total long-term debt, net of current maturities | $ | 420,000 | $ | 181,702 | ||||
Maturities for each of the next five years based on long-term debt as of December 31, 2014 are as follows (in thousands): | ||||||||
Amount | ||||||||
Year Ending | ||||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 10,000 | |||||||
2018 | 10,000 | |||||||
2019 | 390,000 | |||||||
Thereafter | — | |||||||
Total | 430,000 | |||||||
On August 9, 2013, the Company entered into a fourth amended and restated credit agreement with U.S. Bank National Association (“U.S. Bank”) and other lenders, which increased the revolving credit facility from $125.0 million to $200.0 million and the term loan from $170.0 million to $175.0 million. On July 9, 2014, the Company entered into a fifth amended and restated credit agreement (the "credit agreement") with U.S. Bank and other lenders, which increased the revolving credit facility to $350.0 million and the term loan to $200.0 million. The credit facility matures on July 9, 2019. Principal on the term loan is due in quarterly installments of $2.5 million. The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy as defined in Note 5. The carrying value of the Company's 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. The current debt agreement prohibits the Company from paying dividends without the consent of the lenders. Borrowings under the credit agreement bear interest at either (a) the Eurocurrency Rate (as defined in the credit agreement), plus an applicable margin in the range of 2.0% to 3.0%, or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.0%. The revolving credit facility also provides for the issuance of up to $30.0 million in letters of credit. As of December 31, 2014, the Company had outstanding letters of credit totaling $18.7 million. As of December 31, 2014, total availability under the revolving credit facility was $96.3 million and the average interest rate on the credit agreement was 2.9%. |
Stockholders_Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' investment | Stockholders’ Investment |
Common Stock | |
Our common stock has voting rights — one vote for each share of common stock. In March 2007, the Company entered into a second amended and restated stockholders’ agreement. The agreement provides that, any time after the Company is eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Company’s stockholders may request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders are limited to a total of two of such registrations. In addition, if the Company proposes to file a registration statement under the Securities Act for any underwritten sale of shares of any of its securities, certain of the Company's stockholders may request that the Company include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration. | |
In December 2012, the Company issued and sold 3.4 million shares of its common stock at a public offering price of $17.25 per share, resulting in offering proceeds of $55.3 million, net of $3.4 million of underwriting discounts and commissions. Additionally, the Company granted the underwriters an option to purchase up to 525,000 additional shares at the public offering price less the underwriting discount to cover any over-allotments. In January 2013, the underwriters exercised in full their over-allotment option to purchase an additional 525,000 shares of common stock at a price of $17.25 per share to the public. The sale of the additional shares resulted in 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 aggregate offering proceeds of $38.4 million, net of $2.3 million of underwriting discounts and commissions and expenses. In connection with the public offering, the Company incurred additional expenses of $0.3 million. | |
Warrants to Acquire Common Stock | |
In connection with a business combination entered in 2007, the Company issued to existing Sargent Transportation Group, Inc. stockholders warrants that, upon the closing of the Company's initial public offering, became the right to acquire 2,269,263 shares of common stock at an exercise price of $13.39 per share. The warrants are exercisable at the option of the holder any time prior to March 13, 2017. No warrants were exercised during the year ended December 31, 2014. Stockholders exercised 23,491 warrants during the year ended December 31, 2013. | |
On December 11, 2009, in connection with financing the acquisition of Bullet Freight Systems, Inc. ("Bullet"), the Company issued warrants that, upon the closing of the Company's initial public offering, became the right to acquire 1,746,971 shares of common stock at an exercise price of $8.37 per share. The warrants are exercisable at the option of the holder any time prior to December 11, 2017. The $3.0 million fair value of the warrants at the date of issuance has been reflected as a component of additional paid-in capital in stockholders’ investment in the accompanying consolidated balance sheets. No warrants were exercised during the year ended December 31, 2014. Certain holders exercised 604,722 warrants during the year ended December 31, 2013. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock | 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. |
ShareBased_Compensation_Notes
Share-Based Compensation (Notes) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
The Company's 2010 Incentive Compensation Plan (the “2010 Plan”) allows for the issuance of 2,500,000 shares of common stock. The 2010 Plan provides for the grant of stock options, restricted stock units, and other awards to the Company's employees and directors. | |||||||||||||
The Company awards restricted stock units to certain key employees and non-employee directors. The restricted stock units vest ratably over a four year service period from the grant date. Restricted stock units are valued based on the market price on the date of the grant and are amortized on a straight-line basis over the vesting period. Compensation expense for restricted stock units is based on fair market value at the grant date. | |||||||||||||
The following table summarizes the nonvested restricted stock units as of December 31, 2014 and 2013: | |||||||||||||
Number of Restricted Stock Units | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual | |||||||||||
Term | |||||||||||||
(Years) | |||||||||||||
Nonvested as of December 31, 2012 | 142,248 | $ | 16.42 | 2.8 | |||||||||
Granted | 202,523 | 24.19 | |||||||||||
Vested | (43,571 | ) | 16.41 | ||||||||||
Forfeitures | (21,729 | ) | 20.19 | ||||||||||
Nonvested as of December 31, 2013 | 279,471 | $ | 21.76 | 2.8 | |||||||||
Granted | 169,300 | 22.89 | |||||||||||
Vested | (87,061 | ) | 20.3 | ||||||||||
Forfeitures | (29,574 | ) | 22.25 | ||||||||||
Nonvested as of December 31, 2014 | 332,136 | $ | 22.76 | 2.5 | |||||||||
Unrecognized stock compensation expense was $5.7 million and $4.9 million for the years ended December 31, 2014 and 2013, respectively. | |||||||||||||
The Company previously maintained a Key Employee Equity Plan (“Equity Plan”), a stock-based compensation plan that permitted the grant of stock options to Company employees and directors. Stock options under the Equity Plan were granted with an exercise price equal to or in excess of the fair value of the Company’s stock on the date of grant. Such options vest ratably over a two or four year service period and are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. | |||||||||||||
Group Transportation Services ("GTS") previously maintained a Key Employee Equity Plan (“GTS Plan”), which permitted the grant of stock options to employees and directors. Stock options under the GTS Plan were granted with an exercise price equal to or in excess of the fair value of GTS’ stock on the date of grant. Such options vest ratably over a two or four year service period and are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. In connection with the Company’s merger with GTS effective upon the IPO, all options granted pursuant to the GTS Plan outstanding at the effective time of the merger became options to purchase shares of the Company’s common stock. | |||||||||||||
No options were granted by the Company in 2012, 2013, or 2014. Stock-based compensation expense was $2.3 million, $1.5 million, and $0.7 million for the years ended December 31, 2014, 2013, and 2012, respectively. The related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $0.9 million, $0.6 million, and $0.3 million, respectively, for the years ended December 31, 2014, 2013, and 2012. | |||||||||||||
A summary of the option activity under the equity plans for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||
Shares | Weighted | Weighted Average Remaining Contractual | Aggregate | ||||||||||
Average | Term | Intrinsic | |||||||||||
Exercise | (Years) | Value | |||||||||||
Price | |||||||||||||
(In thousands) | |||||||||||||
Outstanding as of December 31, 2012 | 1,585,468 | $ | 11.67 | 3.8 | $ | 10,258 | |||||||
Granted | — | — | |||||||||||
Exercised | (729,651 | ) | 9.33 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding as of December 31, 2013 | 855,817 | $ | 13.67 | 3 | $ | 11,365 | |||||||
Granted | — | — | |||||||||||
Exercised | (300,716 | ) | 11.35 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding as of December 31, 2014 | 555,101 | $ | 14.92 | 1.7 | $ | 4,680 | |||||||
There were 555,101, 855,817, and 1,563,725 options exercisable as of December 31, 2014, 2013, and 2012, respectively. As of December 31, 2014, for exercisable options, the weighted-average exercise price was $14.92, the weighted average remaining contractual term was 1.7 years, and the estimated aggregate intrinsic value was $8.43 per share. All granted options are non-qualified options. As of December 31, 2014, all options were vested. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share | Earning 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. Diluted earnings per share is 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. | |||||||||
As of December 31, 2014 and 2013, all stock options and warrants were included in the computation of diluted earnings per share. The Company had stock options and warrants outstanding of 308,698 as of December 31, 2012 that were not included in the computation of diluted earnings per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands): | |||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Basic weighted average common stock outstanding | 37,852 | 36,133 | 31,040 | ||||||
Effect of dilutive securities: | |||||||||
Employee stock options | 169 | 424 | 442 | ||||||
Warrants | 1,183 | 1,285 | 926 | ||||||
Restricted Stock Units | 55 | 71 | 17 | ||||||
Diluted weighted average common stock outstanding | 39,259 | 37,913 | 32,425 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The components of the Company’s provision for income taxes were as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 19,389 | $ | 17,479 | $ | 11,238 | ||||||
Foreign, state and local | 3,448 | 2,725 | 2,007 | |||||||||
Deferred: | ||||||||||||
Federal | 7,068 | 7,495 | 9,491 | |||||||||
Foreign, state and local | 444 | 785 | 654 | |||||||||
Provision for income taxes | $ | 30,349 | $ | 28,484 | $ | 23,390 | ||||||
The Company’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income as shown in the following reconciliations (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal rate | $ | 28,814 | $ | 27,118 | $ | 21,322 | ||||||
Meals and entertainment | 247 | 227 | 195 | |||||||||
State income taxes — net of federal benefit | 2,254 | 2,067 | 1,794 | |||||||||
Earn out adjustments | (1,381 | ) | (1,675 | ) | — | |||||||
Other | 415 | 747 | 79 | |||||||||
Total | $ | 30,349 | $ | 28,484 | $ | 23,390 | ||||||
The Company recorded assets for refundable current federal and state income taxes of $7.5 million and $6.6 million at December 31, 2014 and 2013, respectively. These are classified in the consolidated balance sheets as a component of prepaid expenses and other current assets. | ||||||||||||
The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): | ||||||||||||
2014 | 2013 | |||||||||||
Current deferred income tax assets: | ||||||||||||
Accounts receivable | 4,253 | 1,407 | ||||||||||
Accounts payable and accrued expenses | 4,354 | 440 | ||||||||||
Total | $ | 8,607 | $ | 1,847 | ||||||||
Noncurrent deferred income tax assets (liabilities): | ||||||||||||
Net operating losses | $ | 758 | $ | 557 | ||||||||
Goodwill and intangible assets | (62,693 | ) | (39,588 | ) | ||||||||
Property and equipment | (32,996 | ) | (20,411 | ) | ||||||||
Deferred compensation | 593 | 1,018 | ||||||||||
Total | $ | (94,338 | ) | $ | (58,424 | ) | ||||||
The Company had $11.0 million and $6.6 million of current deferred tax assets and $2.4 million and $4.8 million of current deferred tax liabilities as of December 31, 2014 and 2013, respectively. The net current deferred income tax assets of $8.6 million as of December 31, 2014 and $1.8 million as of December 31, 2013 is classified as deferred income taxes in the consolidated balance sheet. The Company had $103.1 million and $68.7 million of noncurrent deferred tax assets and $197.4 million and $127.2 million of noncurrent deferred tax liabilities as of December 31, 2014 and 2013, respectively. The net noncurrent deferred income tax liability of $94.3 million as of December 31, 2014 and $58.4 million as of December 31, 2013 is classified in the consolidated balance sheets as a component of other long-term liabilities. | ||||||||||||
There were no unrecognized tax benefits recorded as of December 31, 2014 and 2013. It is the Company’s policy to recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Income tax related interest and penalties were immaterial as of December 31, 2014 and 2013. The Company is subject to federal and state tax examinations for all tax years subsequent to December 31, 2012. Although the pre-2012 years are no longer subject to examinations by the Internal Revenue Service ("IRS") and various state taxing authorities, net operating loss carryforwards generated in those years were used by the Company during 2013 and 2014 and may still be adjusted upon examination by the IRS or state taxing authorities if they were used after 2012 or will be used in a future period. |
Guarantees_Notes
Guarantees (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | 12. Guarantees |
The Company provides a guarantee for a portion of the value of certain IC's leased tractors. The guarantees expire at various dates through 2020. The potential maximum exposure under these lease guarantees was approximately $19.8 million as of December 31, 2014. The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of December 31, 2014. 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 year ended December 31, 2014 and 2013 and payments made by the Company under the guarantee were de minimis. No liability was recorded as of December 31, 2014 or 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | Commitments and Contingencies | ||||
Employee Benefit Plans | |||||
The Company sponsors defined contribution profit sharing plans for substantially all employees of the Company and its subsidiaries. The Company provides matching contributions on some of these plans. Total expense under these plans was $2.3 million, $1.4 million, and $1.1 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||
Operating Leases | |||||
The Company leases terminals, office space, trucks, trailers and other equipment under noncancelable operating leases expiring on various dates through 2027. The Company incurred rent expense from operating leases of $55.0 million, $28.7 million, and $24.0 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||
Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2014 (in thousands): | |||||
Year Ending: | Amount | ||||
2015 | $ | 37,896 | |||
2016 | 30,586 | ||||
2017 | 24,796 | ||||
2018 | 18,791 | ||||
2019 | 9,375 | ||||
Thereafter | 9,016 | ||||
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. Management believes it has adequate insurance to cover losses in excess of the deductible amount. As of December 31, 2014 and 2013, the Company had reserves for estimated uninsured losses of $5.8 million and $5.7 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. During 2014, the Company paid an aggregate of $0.8 million to HCI for services performed in connection with the fifth amended and restated credit agreement, the advisory fee, and travel expenses. The Company paid an aggregate of $0.2 million to HCI for the advisory fee and travel expenses during 2013. | |
As part of the 2007 acquisition of Big Rock Transportation, Inc., Midwest Carriers, Inc., Sargent Trucking, Inc., B&J Transportation, Inc., and Smith Truck Brokers, Inc. (collectively, Sargent), the Company was required to pay an earnout to the former Sargent owners. The Company’s obligation to make further contingent payments to the former Sargent owners terminated as of December 31, 2009. The Company paid $0.8 million during 2012 related to the amounts earned in 2006 and 2007. | |
As part of the acquisition of Bullet, certain existing stockholders and their affiliates received eight-year warrants that, upon the closing of the Company's initial public offering, became the right to acquire 1,388,620 shares of the Company's common stock. No warrants were exercised by affiliated parties during 2014. Certain stockholders exercised 559,930 of these warrants during 2013. There were 274,362 still outstanding at December 31, 2014. |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
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: TL; LTL; and TMS. | ||||||||||||
These segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, and share-based compensation expense. | ||||||||||||
The following table reflects certain financial data of the Company’s reportable segments (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
TL | 999,077 | 657,967 | 476,638 | |||||||||
LTL | 577,175 | 558,971 | 511,006 | |||||||||
TMS | 311,362 | 154,050 | 91,558 | |||||||||
Eliminations | (14,798 | ) | (9,578 | ) | (5,848 | ) | ||||||
Total | 1,872,816 | 1,361,410 | 1,073,354 | |||||||||
Operating income: | ||||||||||||
TL | 66,186 | 43,385 | 30,070 | |||||||||
LTL | 22,981 | 36,914 | 35,502 | |||||||||
TMS | 21,924 | 14,742 | 10,534 | |||||||||
Corporate | (15,405 | ) | (9,678 | ) | (7,156 | ) | ||||||
Total operating income | 95,686 | 85,363 | 68,950 | |||||||||
Interest expense | 13,363 | 7,883 | 8,030 | |||||||||
Income before provision for income taxes | $ | 82,323 | $ | 77,480 | $ | 60,920 | ||||||
Depreciation and amortization: | ||||||||||||
TL | 16,888 | 11,143 | 6,306 | |||||||||
LTL | 3,287 | 3,255 | 2,422 | |||||||||
TMS | 3,732 | 1,665 | 771 | |||||||||
Corporate | 1,171 | 248 | — | |||||||||
Total | $ | 25,078 | $ | 16,311 | $ | 9,499 | ||||||
Capital expenditures(1): | ||||||||||||
TL | 34,620 | 23,128 | 8,581 | |||||||||
LTL | 5,840 | 4,744 | 8,213 | |||||||||
TMS | 1,551 | 668 | 95 | |||||||||
Corporate | 2,966 | 3,006 | — | |||||||||
Total | $ | 44,977 | $ | 31,546 | $ | 16,889 | ||||||
(1) The total capital expenditures for the years ended December 31, 2014, 2013, and 2012 includes both the cash and non-cash portions as reflected in the Consolidated Statement of Cash Flows. | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total assets: | ||||||||||||
TL | 691,096 | 388,262 | 339,890 | |||||||||
LTL | 782,268 | 574,214 | 489,368 | |||||||||
TMS | 242,512 | 162,718 | 61,076 | |||||||||
Corporate | 4,919 | 2,762 | 699 | |||||||||
Eliminations | (462,975 | ) | (256,076 | ) | (190,225 | ) | ||||||
Total | $ | 1,257,820 | $ | 871,880 | $ | 700,808 | ||||||
Organization_Nature_of_Busines1
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Nature of Business | Nature of Business | |||||||||||
Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”); less-than-truckload (“LTL”); and transportation management solutions (“TMS”). Within its TL business, the Company operates a network of 47 TL service centers, five freight consolidation and inventory management centers, and 26 dispatch offices and is augmented by over 130 independent brokerage agents. Within its LTL business, the Company operates 44 LTL service centers throughout the United States, complemented by relationships with over 180 delivery agents. Within its TMS business, the Company operates from 11 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, including domestic and international air and ocean transportation services, to its customers. The Company operates primarily in the United States. | ||||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2014, all subsidiaries were 100% owned. All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||
Segment Reporting | Segment Reporting | |||||||||||
The Company determines its 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: TL; LTL; and TMS. | ||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||
Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. Cash equivalents consist of overnight investments in an interest bearing sweep account. | ||||||||||||
Account Receivable | Accounts Receivable and Related Reserves | |||||||||||
Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts and pricing allowances of approximately $4.2 million and $3.0 million as of December 31, 2014 and 2013, respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date. | ||||||||||||
The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning balance | $ | 2,957 | $ | 1,476 | $ | 1,461 | ||||||
Provision, charged to expense | 4,499 | 2,934 | 1,083 | |||||||||
Write-offs, less recoveries | (3,247 | ) | (1,453 | ) | (1,068 | ) | ||||||
Ending balance | $ | 4,209 | $ | 2,957 | $ | 1,476 | ||||||
Property and Equipment | Property and Equipment | |||||||||||
Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: | ||||||||||||
Buildings and leasehold improvements | 5-15 years | |||||||||||
Furniture and fixtures | 5 years | |||||||||||
Equipment | 3-15 years | |||||||||||
Accelerated depreciation methods are used for tax reporting purposes. | ||||||||||||
Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. | ||||||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangibles | |||||||||||
Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. | ||||||||||||
Goodwill is tested for impairment at least annually on July 1 using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. The Company has four reporting units as this is the lowest level for which discrete financial information is prepared and regularly reviewed by segment management. The impairment test for goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. The second step includes valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, the Company recognizes an impairment loss in an amount equal to the excess, not to exceed the carrying amount. For purposes of the Company’s impairment test, the fair value of its reporting units are calculated based upon an average of an income fair value approach and market fair value approach. Based on these tests, the Company concluded that the fair value for each of the reporting units was in excess of the respective reporting unit’s carrying value. Accordingly, no goodwill impairments were identified in 2014, 2013, or 2012. | ||||||||||||
Other intangible assets recorded consist primarily of definite lived customer relationships. The Company evaluates its other intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. No indicators of impairment were identified in 2014, 2013, or 2012. See Note 4 for additional information on the Company's goodwill and intangible assets. | ||||||||||||
Debt Issuance Costs | Debt Issuance Costs | |||||||||||
Debt issuance costs represent costs incurred in connection with the financing agreement described in Note 6. The unamortized debt issuance costs aggregate to $6.1 million and $5.5 million as of December 31, 2014 and 2013, respectively, and have been classified in the consolidated balance sheets as other noncurrent assets. Such costs are being amortized over the expected maturity of the financing agreements using the effective interest rate method. | ||||||||||||
Share-Based Compensation | Share-Based Compensation | |||||||||||
The Company’s share based payment awards are comprised of stock options and restricted stock units. The cost for the Company’s stock options and restricted stock units is measured at fair value using the Black-Scholes option pricing model for stock options and the stock price at the grant date for restricted stock units. The cost is recognized over the vesting period of the award, which is typically four years. | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of asset and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | ||||||||||||
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. | ||||||||||||
The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | ||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||||
The fair value of cash approximates cost. The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2014 and 2013 as the debt agreement bears interest based on prevailing variable market rates currently available and as such would be categorized as a Level 2 in the fair value hierarchy as defined in Note 5. | ||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||
LTL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; and collection of revenue is reasonably assured. The Company recognizes revenue based on a percentage of services completed for freight in-transit as of the balance sheet date. | ||||||||||||
TL revenue is recorded when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; and the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. This occurs when the Company completes the delivery of a shipment or the service has been fulfilled. | ||||||||||||
TMS revenue is recorded when the shipment has been delivered by a third-party carrier. Fees for services revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. The Company offers volume discounts to certain customers. Revenue is reduced as discounts are earned. In some instances, the Company performs multiple services. Typically separate fees are quoted and recognized as revenue when services are rendered. Occasionally, customers request an all-inclusive "door-to-door" fee for a set of services and revenue is allocated to the elements and recognized as each service is completed. | ||||||||||||
The Company typically recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process, and (4) taking the risk of loss for collection, delivery, and returns. Certain TMS transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier. | ||||||||||||
Insurance | Insurance | |||||||||||
The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of vehicle liability, cargo damage, and workers’ compensation claims. The portion of self-insurance accruals which is included in accrued expenses and other liabilities relates primarily to vehicle liability and cargo damage claims. The Company periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense. | ||||||||||||
The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. | ||||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | |||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2017. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Property and equipment consisted of the following as of December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Land and improvements | $ | 3,399 | $ | 2,920 | ||||
Building and leasehold improvements | 12,777 | 7,089 | ||||||
Furniture and fixtures | 35,434 | 5,602 | ||||||
Equipment | 142,869 | 111,816 | ||||||
Gross property and equipment | 194,479 | 127,427 | ||||||
Less: Accumulated depreciation | 47,629 | 30,869 | ||||||
Property and equipment, net | $ | 146,850 | $ | 96,558 | ||||
Schedule of Capital Leased Assets | The Company has a building and certain equipment classified as capital leases. The recorded value of the building and the equipment is included in property and equipment, net as of December 31 as follows (in thousands): | |||||||
2014 | 2013 | |||||||
Building and equipment | $ | 975 | $ | 975 | ||||
Less: Accumulated amortization | 540 | 461 | ||||||
Total | $ | 435 | $ | 514 | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2014 (in thousands): | |||||||
Amount | ||||||||
Year Ending: | ||||||||
2015 | $ | 285 | ||||||
2016 | 293 | |||||||
2017 | 302 | |||||||
2018 | 311 | |||||||
2019 | 320 | |||||||
Thereafter | 163 | |||||||
Total minimum lease payments | 1,674 | |||||||
Less: amount representing interest | 684 | |||||||
Present value of net minimum lease payments(1) | $ | 990 | ||||||
-1 | Reflected in the consolidated balance sheets as accrued expenses and other liabilities and other long-term liabilities of $0.1 million and $0.9 million, respectively. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Schedule of allocated purchase price paid to fair value of acquired net assets | The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2012, 2013, and 2014 acquisitions, in the aggregate, (in thousands): | |||||||||||
2014 Acquisitions | 2013 Acquisitions | 2012 Acquisitions | ||||||||||
Accounts receivable | $ | 68,128 | $ | 27,731 | $ | 15,175 | ||||||
Other current assets | 7,660 | 922 | 1,240 | |||||||||
Property and equipment | 31,153 | 14,392 | 32,387 | |||||||||
Goodwill | 151,924 | 77,631 | 75,407 | |||||||||
Customer relationship intangible assets | 54,347 | 19,727 | 5,932 | |||||||||
Other noncurrent assets | — | 12 | 623 | |||||||||
Accounts payable and other liabilities | (82,394 | ) | (39,767 | ) | (41,787 | ) | ||||||
Total | $ | 230,818 | $ | 100,648 | $ | 88,977 | ||||||
Two Thousand Twelve [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma financial information of the Company for the year ended December 31, 2012 includes the results of operations for the 2012 acquisitions, in the aggregate, as if the 2012 acquisitions had been completed on January 1, 2011 (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2012 | ||||||||||||
Revenues | $ | 1,185,927 | ||||||||||
Net income | $ | 38,850 | ||||||||||
Two Thousand Thirteen [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 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): | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Revenues | $ | 1,466,404 | $ | 1,265,698 | ||||||||
Net income | $ | 49,137 | $ | 37,345 | ||||||||
Two Thousand Fourteen [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Pro Forma Information | The following supplemental unaudited pro forma financial information of the Company for the years ended December 31, 2014 and 2013 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2013 (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Revenues | $ | 2,103,693 | $ | 1,781,305 | ||||||||
Net income | $ | 59,778 | $ | 57,443 | ||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Rollforward of goodwill by reportable segment acquired during business acquisition | The following is a rollforward of goodwill from December 31, 2012 to December 31, 2014 by reportable segment (in thousands): | |||||||||||||||||||||||
TL | LTL | TMS | Total | |||||||||||||||||||||
Goodwill balance as of December 31, 2012 | $ | 202,547 | $ | 197,456 | $ | 42,140 | $ | 442,143 | ||||||||||||||||
Adjustments to goodwill for purchase accounting | (1,906 | ) | (144 | ) | 4 | (2,046 | ) | |||||||||||||||||
Goodwill related to acquisitions | 10,772 | — | 67,874 | 78,646 | ||||||||||||||||||||
Goodwill balance as of December 31, 2013 | 211,413 | 197,312 | 110,018 | 518,743 | ||||||||||||||||||||
Adjustments to goodwill for purchase accounting | (1,253 | ) | — | 238 | (1,015 | ) | ||||||||||||||||||
Goodwill related to acquisitions | 108,891 | — | 43,033 | 151,924 | ||||||||||||||||||||
Goodwill balance as of December 31, 2014 | $ | 319,051 | $ | 197,312 | $ | 153,289 | $ | 669,652 | ||||||||||||||||
Intangible assets | Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets were as follows as of December 31 (in thousands): | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||||||||||||
Amount | Value | Amount | Value | |||||||||||||||||||||
TL | $ | 60,173 | $ | (8,356 | ) | $ | 51,817 | $ | 17,826 | $ | (5,294 | ) | $ | 12,532 | ||||||||||
LTL | 1,358 | (950 | ) | 408 | 1,358 | (723 | ) | 635 | ||||||||||||||||
TMS | 31,522 | (3,869 | ) | 27,653 | 19,522 | (1,326 | ) | 18,196 | ||||||||||||||||
Total intangible assets | $ | 93,053 | $ | (13,175 | ) | $ | 79,878 | $ | 38,706 | $ | (7,343 | ) | $ | 31,363 | ||||||||||
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2014 is as follows (in thousands): | |||||||||||||||||||||||
Amount | ||||||||||||||||||||||||
Year Ending: | ||||||||||||||||||||||||
2015 | $ | 8,296 | ||||||||||||||||||||||
2016 | 8,205 | |||||||||||||||||||||||
2017 | 8,084 | |||||||||||||||||||||||
2018 | 7,821 | |||||||||||||||||||||||
2019 | 7,517 | |||||||||||||||||||||||
Thereafter | 39,955 | |||||||||||||||||||||||
Total | $ | 79,878 | ||||||||||||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial liabilities measured at fair value on a recurring basis | The following table presents information, as of December 31, 2014 and 2013, about the Company’s financial liabilities. Contingent acquisition purchase price is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair values (in thousands): | |||||||||||||||
December 31, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 7,665 | $ | 7,665 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 7,665 | $ | 7,665 | ||||||||
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
Contingent purchase price related to acquisitions | $ | — | $ | — | $ | 17,054 | $ | 17,054 | ||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 17,054 | $ | 17,054 | ||||||||
Schedule of reconciliation of beginning and ending Level 3 financial liability balance | The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three years ended December 31 (in thousands): | |||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Balance, beginning of period | $ | 17,054 | $ | 20,907 | $ | 3,015 | ||||||||||
Earnouts related to acquisitions | — | 4,288 | 17,733 | |||||||||||||
Payment of contingent purchase obligations | (4,804 | ) | (2,407 | ) | (284 | ) | ||||||||||
Adjustment to contingent purchase obligation | (4,585 | ) | (5,734 | ) | 443 | |||||||||||
Balance, end of period | $ | 7,665 | $ | 17,054 | $ | 20,907 | ||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-term debt | Long-term debt consisted of the following at December 31 (in thousands): | |||||||
2014 | 2013 | |||||||
Senior debt: | ||||||||
Revolving credit facility | $ | 235,000 | $ | 22,015 | ||||
Term loans | 195,000 | 170,625 | ||||||
Total debt | 430,000 | 192,640 | ||||||
Less: Current maturities | (10,000 | ) | (10,938 | ) | ||||
Total long-term debt, net of current maturities | $ | 420,000 | $ | 181,702 | ||||
Schedule of Maturities of Long-term Debt | Maturities for each of the next five years based on long-term debt as of December 31, 2014 are as follows (in thousands): | |||||||
Amount | ||||||||
Year Ending | ||||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 10,000 | |||||||
2018 | 10,000 | |||||||
2019 | 390,000 | |||||||
Thereafter | — | |||||||
Total | 430,000 | |||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of RSU Activity | The following table summarizes the nonvested restricted stock units as of December 31, 2014 and 2013: | ||||||||||||
Number of Restricted Stock Units | Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual | |||||||||||
Term | |||||||||||||
(Years) | |||||||||||||
Nonvested as of December 31, 2012 | 142,248 | $ | 16.42 | 2.8 | |||||||||
Granted | 202,523 | 24.19 | |||||||||||
Vested | (43,571 | ) | 16.41 | ||||||||||
Forfeitures | (21,729 | ) | 20.19 | ||||||||||
Nonvested as of December 31, 2013 | 279,471 | $ | 21.76 | 2.8 | |||||||||
Granted | 169,300 | 22.89 | |||||||||||
Vested | (87,061 | ) | 20.3 | ||||||||||
Forfeitures | (29,574 | ) | 22.25 | ||||||||||
Nonvested as of December 31, 2014 | 332,136 | $ | 22.76 | 2.5 | |||||||||
Schedule of Option Activity | A summary of the option activity under the equity plans for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||
Shares | Weighted | Weighted Average Remaining Contractual | Aggregate | ||||||||||
Average | Term | Intrinsic | |||||||||||
Exercise | (Years) | Value | |||||||||||
Price | |||||||||||||
(In thousands) | |||||||||||||
Outstanding as of December 31, 2012 | 1,585,468 | $ | 11.67 | 3.8 | $ | 10,258 | |||||||
Granted | — | — | |||||||||||
Exercised | (729,651 | ) | 9.33 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding as of December 31, 2013 | 855,817 | $ | 13.67 | 3 | $ | 11,365 | |||||||
Granted | — | — | |||||||||||
Exercised | (300,716 | ) | 11.35 | ||||||||||
Forfeited | — | — | |||||||||||
Outstanding as of December 31, 2014 | 555,101 | $ | 14.92 | 1.7 | $ | 4,680 | |||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding | The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands): | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Basic weighted average common stock outstanding | 37,852 | 36,133 | 31,040 | ||||||
Effect of dilutive securities: | |||||||||
Employee stock options | 169 | 424 | 442 | ||||||
Warrants | 1,183 | 1,285 | 926 | ||||||
Restricted Stock Units | 55 | 71 | 17 | ||||||
Diluted weighted average common stock outstanding | 39,259 | 37,913 | 32,425 | ||||||
Income_Taxes_Income_Taxes_Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s provision for income taxes were as follows (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | 19,389 | $ | 17,479 | $ | 11,238 | ||||||
Foreign, state and local | 3,448 | 2,725 | 2,007 | |||||||||
Deferred: | ||||||||||||
Federal | 7,068 | 7,495 | 9,491 | |||||||||
Foreign, state and local | 444 | 785 | 654 | |||||||||
Provision for income taxes | $ | 30,349 | $ | 28,484 | $ | 23,390 | ||||||
Schedule of Effective Income Tax Reconciliation | The Company’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income as shown in the following reconciliations (in thousands): | |||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Statutory federal rate | $ | 28,814 | $ | 27,118 | $ | 21,322 | ||||||
Meals and entertainment | 247 | 227 | 195 | |||||||||
State income taxes — net of federal benefit | 2,254 | 2,067 | 1,794 | |||||||||
Earn out adjustments | (1,381 | ) | (1,675 | ) | — | |||||||
Other | 415 | 747 | 79 | |||||||||
Total | $ | 30,349 | $ | 28,484 | $ | 23,390 | ||||||
Schedule of Deferred Tax Assets and Liabilities | The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): | |||||||||||
2014 | 2013 | |||||||||||
Current deferred income tax assets: | ||||||||||||
Accounts receivable | 4,253 | 1,407 | ||||||||||
Accounts payable and accrued expenses | 4,354 | 440 | ||||||||||
Total | $ | 8,607 | $ | 1,847 | ||||||||
Noncurrent deferred income tax assets (liabilities): | ||||||||||||
Net operating losses | $ | 758 | $ | 557 | ||||||||
Goodwill and intangible assets | (62,693 | ) | (39,588 | ) | ||||||||
Property and equipment | (32,996 | ) | (20,411 | ) | ||||||||
Deferred compensation | 593 | 1,018 | ||||||||||
Total | $ | (94,338 | ) | $ | (58,424 | ) |
Commitments_and_Contingencies_
Commitments and Contingencies Commitment and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2014 (in thousands): | ||||
Year Ending: | Amount | ||||
2015 | $ | 37,896 | |||
2016 | 30,586 | ||||
2017 | 24,796 | ||||
2018 | 18,791 | ||||
2019 | 9,375 | ||||
Thereafter | 9,016 | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Schedule of financial data of reportable segments | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenues: | ||||||||||||
TL | 999,077 | 657,967 | 476,638 | |||||||||
LTL | 577,175 | 558,971 | 511,006 | |||||||||
TMS | 311,362 | 154,050 | 91,558 | |||||||||
Eliminations | (14,798 | ) | (9,578 | ) | (5,848 | ) | ||||||
Total | 1,872,816 | 1,361,410 | 1,073,354 | |||||||||
Operating income: | ||||||||||||
TL | 66,186 | 43,385 | 30,070 | |||||||||
LTL | 22,981 | 36,914 | 35,502 | |||||||||
TMS | 21,924 | 14,742 | 10,534 | |||||||||
Corporate | (15,405 | ) | (9,678 | ) | (7,156 | ) | ||||||
Total operating income | 95,686 | 85,363 | 68,950 | |||||||||
Interest expense | 13,363 | 7,883 | 8,030 | |||||||||
Income before provision for income taxes | $ | 82,323 | $ | 77,480 | $ | 60,920 | ||||||
Depreciation and amortization: | ||||||||||||
TL | 16,888 | 11,143 | 6,306 | |||||||||
LTL | 3,287 | 3,255 | 2,422 | |||||||||
TMS | 3,732 | 1,665 | 771 | |||||||||
Corporate | 1,171 | 248 | — | |||||||||
Total | $ | 25,078 | $ | 16,311 | $ | 9,499 | ||||||
Capital expenditures(1): | ||||||||||||
TL | 34,620 | 23,128 | 8,581 | |||||||||
LTL | 5,840 | 4,744 | 8,213 | |||||||||
TMS | 1,551 | 668 | 95 | |||||||||
Corporate | 2,966 | 3,006 | — | |||||||||
Total | $ | 44,977 | $ | 31,546 | $ | 16,889 | ||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total assets: | ||||||||||||
TL | 691,096 | 388,262 | 339,890 | |||||||||
LTL | 782,268 | 574,214 | 489,368 | |||||||||
TMS | 242,512 | 162,718 | 61,076 | |||||||||
Corporate | 4,919 | 2,762 | 699 | |||||||||
Eliminations | (462,975 | ) | (256,076 | ) | (190,225 | ) | ||||||
Total | $ | 1,257,820 | $ | 871,880 | $ | 700,808 | ||||||
Organization_Nature_of_Busines2
Organization Nature of Business and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of operating segments | 3 | ||
Goodwill impairment | $0 | $0 | $0 |
Debt issuance cost | 6,100,000 | 5,500,000 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | 2,957,000 | 1,476,000 | 1,461,000 |
Provision, charged to expense | 4,499,000 | 2,934,000 | 1,083,000 |
Write-off, less recoveries | -3,247,000 | -1,453,000 | -1,068,000 |
Ending balance | $4,209,000 | $2,957,000 | $1,476,000 |
Building and Building Improvements | Minimum | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful lives | 5 | ||
Building and Building Improvements | Maximum | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful lives | 15 | ||
Furniture and Fixtures | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful lives | 5 | ||
Equipment | Minimum | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful lives | 3 | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Abstract] | |||
Estimated useful lives | 15 | ||
LTL | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of service centers | 44 | ||
Number of delivery agents | 180 | ||
TL | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of service centers | 47 | ||
Number of consolidation facilities | 5 | ||
Number of dispatch offices | 26 | ||
Number of independent agents | 130 | ||
TMS | |||
Organization Nature of Business and Significant Accounting Policies [Abstract] | |||
Number of service centers | 11 | ||
Number of dispatch offices | 9 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $194,479,000 | $127,427,000 | |
Less: Accumulated depreciation | 47,629,000 | 30,869,000 | |
Property and equipment, net | 146,850,000 | 96,558,000 | |
Depreciation expense | 19,100,000 | 13,300,000 | 7,800,000 |
Land and Land Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 3,399,000 | 2,920,000 | |
Building and Building Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 12,777,000 | 7,089,000 | |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 35,434,000 | 5,602,000 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $142,869,000 | $111,816,000 |
Property_and_Equipment_Capital
Property and Equipment (Capital leased assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ||
Building and equipment | $975 | $975 |
Less: Accumulated amortization | -540 | -461 |
Capital leased assets, net | $435 | $514 |
Property_and_Equipment_Amortiz
Property and Equipment (Amortization Schedule) (Details) (USD $) | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | ||
Capital Lease Assets [Line Items] | ||
2014 | $285 | |
2015 | 293 | |
2016 | 302 | |
2017 | 311 | |
2018 | 320 | |
Thereafter | 163 | |
Total minimum lease payments | 1,674 | |
Less: amount representing interest | 684 | |
Present value of net minimum lease payments | 990 | [1] |
Accrued Liabilities [Member] | ||
Capital Lease Assets [Line Items] | ||
Present value of net minimum lease payments | 100 | |
Other Noncurrent Liabilities [Member] | ||
Capital Lease Assets [Line Items] | ||
Present value of net minimum lease payments | $900 | |
[1] | Reflected in the consolidated balance sheets as accrued expenses and other liabilities and other long-term liabilities of $0.1 million and $0.9 million, respectively. |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||
In Millions, unless otherwise specified | Aug. 27, 2014 | Dec. 31, 2014 | Mar. 14, 2014 | Jul. 18, 2014 | Feb. 24, 2012 | Apr. 19, 2012 | Jun. 04, 2012 | Aug. 01, 2012 | Aug. 10, 2012 | Dec. 21, 2012 | Nov. 05, 2012 | Nov. 12, 2012 | Apr. 30, 2013 | Jul. 25, 2013 | Aug. 15, 2013 | Sep. 11, 2013 | Sep. 18, 2013 | Feb. 24, 2014 |
Business Acquisition [Line Items] | ||||||||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 1.4 | |||||||||||||||||
Active Aero [Domain] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 27-Aug-14 | |||||||||||||||||
Consideration Transferred | 118 | |||||||||||||||||
Unitrans [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 14-Mar-14 | |||||||||||||||||
Consideration Transferred | 53.3 | |||||||||||||||||
ISI [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 18-Jul-14 | |||||||||||||||||
Consideration Transferred | 13 | |||||||||||||||||
CTL [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 24-Feb-12 | |||||||||||||||||
Consideration Transferred | 6.2 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0.8 | |||||||||||||||||
CTL [Member] | 2012 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.8 | |||||||||||||||||
CTL [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.8 | |||||||||||||||||
CTL [Member] | TMS | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 0.7 | |||||||||||||||||
D&E [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 19-Apr-12 | |||||||||||||||||
Consideration Transferred | 11.4 | |||||||||||||||||
Contingent Consideration Arrangements, Basis | 5 | |||||||||||||||||
D&E [Member] | 2012 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
D&E [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
D&E [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
D&E [Member] | Maximum | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0.7 | |||||||||||||||||
D&E [Member] | Minimum | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0.1 | |||||||||||||||||
D&E [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 1 | |||||||||||||||||
CTW [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 4-Jun-12 | |||||||||||||||||
Consideration Transferred | 7.6 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 3.5 | |||||||||||||||||
CTW [Member] | 2012 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
CTW [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
CTW [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2 | |||||||||||||||||
CTW [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 2.6 | |||||||||||||||||
R&M [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 1-Aug-12 | |||||||||||||||||
Consideration Transferred | 24.2 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 5 | |||||||||||||||||
R&M [Member] | 2012 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.7 | |||||||||||||||||
R&M [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 4.5 | |||||||||||||||||
R&M [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 4.5 | |||||||||||||||||
R&M [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 4.5 | |||||||||||||||||
R&M [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 4.2 | |||||||||||||||||
EFS [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 10-Aug-12 | |||||||||||||||||
Consideration Transferred | 10 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4 | |||||||||||||||||
EFS [Member] | 2012 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.9 | |||||||||||||||||
EFS [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | |||||||||||||||||
EFS [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.5 | |||||||||||||||||
EFS [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.5 | |||||||||||||||||
EFS [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.8 | |||||||||||||||||
EFS [Member] | LTL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 3.1 | |||||||||||||||||
DCT [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 21-Dec-12 | |||||||||||||||||
Consideration Transferred | 1 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1 | |||||||||||||||||
DCT [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.4 | |||||||||||||||||
DCT [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.4 | |||||||||||||||||
DCT [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.4 | |||||||||||||||||
DCT [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 1 | |||||||||||||||||
Central Cal [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 5-Nov-12 | |||||||||||||||||
Consideration Transferred | 3.8 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4 | |||||||||||||||||
Central Cal [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.4 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0.8 | |||||||||||||||||
Central Cal [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.4 | |||||||||||||||||
Central Cal [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.4 | |||||||||||||||||
Central Cal [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1.4 | |||||||||||||||||
Central Cal [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 3.4 | |||||||||||||||||
A&A [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 12-Nov-12 | |||||||||||||||||
Consideration Transferred | 24.1 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2.5 | |||||||||||||||||
A&A [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 3 | |||||||||||||||||
A&A [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 3 | |||||||||||||||||
A&A [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 3 | |||||||||||||||||
A&A [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 3 | |||||||||||||||||
A&A [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 2.2 | |||||||||||||||||
Wando [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 30-Apr-13 | |||||||||||||||||
Consideration Transferred | 9 | |||||||||||||||||
Adrian [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 30-Apr-13 | |||||||||||||||||
Consideration Transferred | 14.2 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 6.5 | |||||||||||||||||
Adrian [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | |||||||||||||||||
Adrian [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | |||||||||||||||||
Adrian [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | |||||||||||||||||
Adrian [Member] | 2017 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 2.3 | |||||||||||||||||
Adrian [Member] | TMS | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 4.3 | |||||||||||||||||
Marisol [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 25-Jul-13 | |||||||||||||||||
Consideration Transferred | 66 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2.5 | |||||||||||||||||
Marisol [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 7.8 | |||||||||||||||||
Marisol [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 7.8 | |||||||||||||||||
Marisol [Member] | TMS | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 0 | |||||||||||||||||
TA Drayage [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 15-Aug-13 | |||||||||||||||||
Consideration Transferred | 1.2 | |||||||||||||||||
GW Palmer [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 11-Sep-13 | |||||||||||||||||
Consideration Transferred | 2.5 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 2.8 | |||||||||||||||||
GW Palmer [Member] | 2013 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.9 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0.7 | |||||||||||||||||
GW Palmer [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1 | |||||||||||||||||
GW Palmer [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1 | |||||||||||||||||
GW Palmer [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1 | |||||||||||||||||
GW Palmer [Member] | 2017 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 1 | |||||||||||||||||
GW Palmer [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 0 | |||||||||||||||||
YES Trans [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 18-Sep-13 | |||||||||||||||||
Consideration Transferred | 1.2 | |||||||||||||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1.1 | |||||||||||||||||
YES Trans [Member] | 2014 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | |||||||||||||||||
YES Trans [Member] | 2015 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | |||||||||||||||||
YES Trans [Member] | 2016 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | |||||||||||||||||
YES Trans [Member] | 2017 | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent Consideration Arrangements, Basis | 0.2 | |||||||||||||||||
YES Trans [Member] | TL | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 0 | |||||||||||||||||
Rich Logistics [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Date of acquisition | 24-Feb-14 | |||||||||||||||||
Consideration Transferred | $46.50 |
Acquisitions_Purchase_Price_Al
Acquisitions (Purchase Price Allocation) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $669,652 | $518,743 | $442,143 |
Two Thousand Twelve [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivables | 15,175 | ||
Other current assets | 1,240 | ||
Property and equipment | 32,387 | ||
Goodwill | 75,407 | ||
Customer relationship intangible assets | 5,932 | ||
Other noncurrent assets | 623 | ||
Accounts payable and other liabilities | 41,787 | ||
Total | 88,977 | ||
Two Thousand Fourteen [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivables | 68,128 | ||
Other current assets | 7,660 | ||
Property and equipment | 31,153 | ||
Goodwill | 151,924 | ||
Customer relationship intangible assets | 54,347 | ||
Other noncurrent assets | 0 | ||
Accounts payable and other liabilities | 82,394 | ||
Total | 230,818 | ||
Two Thousand Thirteen [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivables | 27,731 | ||
Other current assets | 922 | ||
Property and equipment | 14,392 | ||
Goodwill | 77,631 | ||
Customer relationship intangible assets | 19,727 | ||
Other noncurrent assets | 12 | ||
Accounts payable and other liabilities | 39,767 | ||
Total | $100,648 |
Acquisitions_Acquisitions_Pro_
Acquisitions Acquisitions (Pro Forma) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | |||
Revenue of Acquiree since Acquisition Date, Actual | $331,700,000 | $84,300,000 | $73,700,000 |
Earnings or Loss of Acquiree since Acquisition Date, Actual | 19,700,000 | 3,600,000 | 9,000,000 |
Two Thousand Fourteen [Member] | |||
Business Acquisition [Line Items] | |||
Pro Forma Revenue | 2,103,693,000 | 1,781,305,000 | |
Pro Forma Net Income (Loss) | 59,778,000 | 57,443,000 | |
Two Thousand Thirteen [Member] | |||
Business Acquisition [Line Items] | |||
Pro Forma Revenue | 1,466,404,000 | 1,265,698,000 | |
Pro Forma Net Income (Loss) | 49,137,000 | 37,345,000 | |
Two Thousand Twelve [Member] | |||
Business Acquisition [Line Items] | |||
Pro Forma Revenue | 1,185,927,000 | ||
Pro Forma Net Income (Loss) | $38,850,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||
Goodwill impairment | $0 | $0 | $0 |
Amortization expense for intangible assets | $5,800,000 | $3,000,000 | $1,700,000 |
Customer relationships | Minimum | |||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||
Period of amortization of intangible assets | 5 years | ||
Customer relationships | Maximum | |||
Goodwill and Intangible Assets (Additional Textual) [Abstract] | |||
Period of amortization of intangible assets | 12 years |
Goodwill_acquired_in_business_
(Goodwill acquired in business combination by reportable segment) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Rollforward of goodwill by reportable segment | ||
Goodwill beginning balance | $518,743 | $442,143 |
Adjustments to goodwill for purchase accounting | -1,015 | -2,046 |
Acquisition during the year | 151,924 | 78,646 |
Goodwill closing balance | 669,652 | 518,743 |
LTL | ||
Rollforward of goodwill by reportable segment | ||
Goodwill beginning balance | 197,312 | 197,456 |
Adjustments to goodwill for purchase accounting | 0 | -144 |
Acquisition during the year | 0 | 0 |
Goodwill closing balance | 197,312 | 197,312 |
TL | ||
Rollforward of goodwill by reportable segment | ||
Goodwill beginning balance | 211,413 | 202,547 |
Adjustments to goodwill for purchase accounting | -1,253 | -1,906 |
Acquisition during the year | 108,891 | 10,772 |
Goodwill closing balance | 319,051 | 211,413 |
TMS | ||
Rollforward of goodwill by reportable segment | ||
Goodwill beginning balance | 110,018 | 42,140 |
Adjustments to goodwill for purchase accounting | 238 | 4 |
Acquisition during the year | 43,033 | 67,874 |
Goodwill closing balance | $153,289 | $110,018 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Customer Relationships Acquired from Business Acquisitions) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | $79,878 | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 93,053 | 38,706 |
Accumulated Amortization | -13,175 | -7,343 |
Net Carrying Value | 79,878 | 31,363 |
TL | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,173 | 17,826 |
Accumulated Amortization | -8,356 | -5,294 |
Net Carrying Value | 51,817 | 12,532 |
LTL | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,358 | 1,358 |
Accumulated Amortization | -950 | -723 |
Net Carrying Value | 408 | 635 |
TMS | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,522 | 19,522 |
Accumulated Amortization | -3,869 | -1,326 |
Net Carrying Value | $27,653 | $18,196 |
Amortization_of_Intangibles_De
(Amortization of Intangibles) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Estimated amortization expense | |
2014 | $8,296 |
2015 | 8,205 |
2016 | 8,084 |
2017 | 7,821 |
2018 | 7,517 |
Thereafter | 39,955 |
Net Carrying Value | $79,878 |
Fair_Value_Measurement_Liabili
Fair Value Measurement (Liabilities on Recurring Basis) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | $7,665 | $17,054 |
Total liabilities at fair value | 7,665 | 17,054 |
Level 1 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 3 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Total liabilities at fair value | 7,665 | 17,054 |
Income Approach Valuation Technique | Level 3 | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | $7,665 | $17,054 |
Fair_Value_Measurement_Reconci
Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) (Level 3, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Level 3 | |||
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Beginning balance | $17,054 | $20,907 | $3,015 |
Earnouts related to acquisition | 0 | 4,288 | 17,733 |
Payment of contingent purchase obligation | 4,804 | 2,407 | 284 |
Adjustment to contingent purchase obligation | -4,585 | -5,734 | 443 |
Ending balance | $7,665 | $17,054 | $20,907 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Senior debt: | ||
Total debt | $430,000 | $192,640 |
Less: Current maturities | -10,000 | -10,938 |
Total long-term debt, net of current maturities | 420,000 | 181,702 |
Revolving credit facility | ||
Senior debt: | ||
Total debt | 235,000 | 22,015 |
Term loans | ||
Senior debt: | ||
Total debt | $195,000 | $170,625 |
LongTerm_Debt_Long_Term_Debt_R
Long-Term Debt Long Term Debt (Repayment Schedule) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $10,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 10,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 10,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 10,000 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 390,000 | |
Long-term Debt, Maturities, Repayments of Principal after Year Five | 0 | |
Long-term Debt | $430,000 | $192,640 |
LongTerm_Debt_Details_Textual
Long-Term Debt (Details Textual) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Jul. 09, 2014 | Aug. 09, 2013 | Aug. 03, 2012 |
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Maturity Date | 9-Jul-19 | |||
Debt Instrument Maturities Quarterly Repayments of Principal | $2.50 | |||
Issuance in letters of credit | 18.7 | |||
Outstanding letters of credit | 30 | |||
Total availability under revolving credit facility | 96.3 | |||
Average interest rate on credit agreement | 2.90% | |||
Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility | 200 | 125 | ||
Increased revolving credit facility | 350 | |||
Eurocurrency [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate applicable margin range, Minimum | 2.00% | |||
Interest Rate applicable margin range, Maximum | 3.00% | |||
Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate applicable margin range, Minimum | 1.00% | |||
Interest Rate applicable margin range, Maximum | 2.00% | |||
Term Loan Facility Maturing [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term loan | $200 | $175 | $170 |
Stockholders_Investment_Detail
Stockholders' Investment (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Jan. 04, 2013 | Aug. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 14, 2013 | Dec. 05, 2012 | Dec. 31, 2007 | Dec. 11, 2009 |
Stockholders' investment: | |||||||||
Common stock, voting rights | one | ||||||||
Issuance of common sock, shares | 1,500,000 | 3,400,000 | |||||||
Price per share | $27 | $17.25 | |||||||
Proceeds from issuance of common stock | $38.40 | $55.30 | |||||||
Underwriting discounts and commissions | 2.3 | 3.4 | |||||||
Common Stock, Shares, Overallotment | 525,000 | ||||||||
Proceeds from Sale of Shares, Net of Underwriting Discount and Estimated Expenses | 8.5 | ||||||||
Additional expenses incurred for public offering | 0.3 | ||||||||
Sargent Transportation Group | |||||||||
Stockholders' investment: | |||||||||
Number of securities called by warrants | 2,269,263 | ||||||||
Exercise price of warrants | 13.39 | ||||||||
Warrants exercised | 0 | 23,491 | |||||||
Bullet [Member] | |||||||||
Stockholders' investment: | |||||||||
Number of securities called by warrants | 1,746,971 | ||||||||
Exercise price of warrants | 8.37 | ||||||||
Fair value of warrants on date of issue | $3 | ||||||||
Warrants exercised | 0 | 604,722 |
Preferred_Stock_Details
Preferred Stock (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Dec. 31, 2014 | Nov. 30, 2012 | Mar. 31, 2007 | |
Class of Stock [Line Items] | ||||
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 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $2.30 | $1.50 | $0.70 |
Income tax benefit recognized | 0.9 | 0.6 | 0.3 |
Options exercisable | 555,101 | 855,817 | 1,563,725 |
Exercisable options, weighted average exercise price | $14.92 | ||
Exercisable options, contractual term | 1 year 8 months 12 days | ||
Exercisable options, intrinsic value | $8.43 | ||
2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized shares under the plan | 2,500,000 | ||
Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Equity Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
GTS Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
GTS Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
GTS Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $5.70 | $4.90 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Remaining Contractual Terms | 2 years 6 months 0 days | 2 years 9 months 0 days | 2 years 9 months 7 days |
Restricted stock units outstanding | 332,136 | 279,471 | 142,248 |
Restricted stock units | 2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
ShareBased_Compensation_RSU_Ac
Share-Based Compensation RSU Activity(Details) (Restricted stock units, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 279,471 | 142,248 | |
Granted | 169,300 | 202,523 | |
Vested | -87,061 | -43,571 | |
Forfeitures | -29,574 | -21,729 | |
Ending balance | 332,136 | 279,471 | 142,248 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $21.76 | $16.42 | |
Granted | $22.89 | $24.19 | |
Vested | $20.30 | $16.41 | |
Forfeitures | $22.25 | $20.19 | |
Ending balance | $22.76 | $21.76 | $16.42 |
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 2 years 6 months 0 days | 2 years 9 months 0 days | 2 years 9 months 7 days |
ShareBased_Compensation_Option
Share-Based Compensation Option Activity (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Shares | |||
Beginning Balance | 855,817 | 1,585,468 | |
Granted | 0 | 0 | |
Exercised | -300,716 | 729,651 | |
Forfeited | 0 | 0 | |
Ending Balance | 555,101 | 855,817 | 1,585,468 |
Weighted Average Exercise Price | |||
Beginning Balance | $13.67 | $11.67 | |
Granted | $0 | $0 | |
Exercised | $11.35 | $9.33 | |
Forfeited | $0 | $0 | |
Ending Balance | $14.92 | $13.67 | $11.67 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 1 year 8 months 12 days | 3 years 0 months 10 days | 3 years 9 months 18 days |
Aggregate Intrinsic Value | $4,680 | $11,365 | $10,258 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Basic weighted average stock outstanding | 37,852,000 | 36,133,000 | 31,040,000 | |
Dilutive weighted average stock outstanding | 39,259,000 | 37,913,000 | 32,425,000 | |
Additional stock options and warrants outstanding | 308,698 | |||
Warrants | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Warrants | 1,183,000 | 1,285,000 | 926,000 | |
Employee stock options | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 169,000 | 424,000 | 442,000 | |
Restricted stock units | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 55,000 | 71,000 | 17,000 |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Tax) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||
Federal | $19,389 | $17,479 | $11,238 |
Foreign, state and local | 3,448 | 2,725 | 2,007 |
Deferred | |||
Federal | 7,068 | 7,495 | 9,491 |
Foreign, state and local | 444 | 785 | 654 |
Total | $30,349 | $28,484 | $23,390 |
Income_Taxes_Reconciliation_De
Income Taxes (Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Reconciliation | |||
Statutory federal rate | $28,814 | $27,118 | $21,322 |
Meals and entertainment | 247 | 227 | 195 |
State income taxes — net of federal benefit | 2,254 | 2,067 | 1,794 |
Earnout adjustments | -1,381 | -1,675 | 0 |
Other | 415 | 747 | 79 |
Total | $30,349 | $28,484 | $23,390 |
Income_Taxes_Deferred_Taxes_De
Income Taxes (Deferred Taxes) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Account receivables | $4,253 | $1,407 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals | 4,354 | 440 |
Current deferred income tax assets, net | 8,607 | 1,847 |
Net operating losses | 758 | 557 |
Goodwill and intangible assets | 62,693 | 39,588 |
Property and equipment | 32,996 | 20,411 |
Deferred compensation | -593 | -1,018 |
Noncurrent deferred tax liabilities, net | 94,338 | 58,424 |
Other Long-term Liability | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Noncurrent deferred tax liabilities, net | $94,300 | $58,400 |
Income_Taxes_Textual_Details
Income Taxes Textual (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes Receivable | $7.50 | $6.60 |
Deferred Tax Assets, Gross, Current | 11 | 6.6 |
Deferred Tax Assets, Gross, Noncurrent | 103.1 | 68.7 |
Deferred Tax Liabilities, Gross, Current | 2.4 | 4.8 |
Deferred Tax Liabilities, Gross, Noncurrent | $197.40 | $127.20 |
Guarantees_Details
Guarantees (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Guarantees [Abstract] | |
Guarantees Expiration Year | 2020 |
Guarantor Obligations, Maximum Exposure, Undiscounted | $19.80 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies (Textual) [Abstract] | |||
Expense under contribution profit sharing plans | $2,300,000 | $1,400,000 | $1,100,000 |
Rent expense | 55,000,000 | 28,700,000 | 24,000,000 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2014 | 37,896,000 | ||
2015 | 30,586,000 | ||
2016 | 24,796,000 | ||
2017 | 18,791,000 | ||
2018 | 9,375,000 | ||
Thereafter | 9,016,000 | ||
Insurance Claims | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Liability and cargo insurance coverage for claims | 500,000 | ||
Cargo Claims | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Liability and cargo insurance coverage for claims | 100,000 | ||
Uninsured Risk | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Reserves for estimated uninsured losses | $5,800,000 | $5,700,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 12, 2011 | Dec. 11, 2009 |
Related Party Transaction [Line Items] | ||||||
Annual advisory fee | $0.10 | |||||
Payments made | 0.8 | 0.2 | ||||
Existing Shareholders | ||||||
Related Party Transaction [Line Items] | ||||||
Period of warrant | 8 years | |||||
Related party securities called by warrants | 1,388,620 | |||||
Warrants exercised | 559,930 | |||||
Warrant outstanding | 274,362 | |||||
Required Earnout Payments | Sargent | ||||||
Related Party Transaction [Line Items] | ||||||
Payments made | $0.80 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | 3 | ||
Schedule of financial data of reportable segments | |||
Revenues | $1,872,816 | $1,361,410 | $1,073,354 |
Operating Income | 95,686 | 85,363 | 68,950 |
Interest expense | 13,363 | 7,883 | 8,030 |
Income before provision for income taxes | 82,323 | 77,480 | 60,920 |
Depreciation and amortization | 25,078 | 16,311 | 9,499 |
Capital expenditures | 44,977 | 31,546 | 16,889 |
Total assets | 1,257,820 | 871,880 | 700,808 |
LTL | |||
Schedule of financial data of reportable segments | |||
Revenues | 577,175 | 558,971 | 511,006 |
Operating Income | 22,981 | 36,914 | 35,502 |
Depreciation and amortization | 3,287 | 3,255 | 2,422 |
Capital expenditures | 5,840 | 4,744 | 8,213 |
Total assets | 782,268 | 574,214 | 489,368 |
TL | |||
Schedule of financial data of reportable segments | |||
Revenues | 999,077 | 657,967 | 476,638 |
Operating Income | 66,186 | 43,385 | 30,070 |
Depreciation and amortization | 16,888 | 11,143 | 6,306 |
Capital expenditures | 34,620 | 23,128 | 8,581 |
Total assets | 691,096 | 388,262 | 339,890 |
TMS | |||
Schedule of financial data of reportable segments | |||
Revenues | 311,362 | 154,050 | 91,558 |
Operating Income | 21,924 | 14,742 | 10,534 |
Depreciation and amortization | 3,732 | 1,665 | 771 |
Capital expenditures | 1,551 | 668 | 95 |
Total assets | 242,512 | 162,718 | 61,076 |
Corporate | |||
Schedule of financial data of reportable segments | |||
Operating Income | -15,405 | -9,678 | -7,156 |
Depreciation and amortization | 1,171 | 248 | 0 |
Capital expenditures | 2,966 | 3,006 | 0 |
Total assets | 4,919 | 2,762 | 699 |
Eliminations | |||
Schedule of financial data of reportable segments | |||
Revenues | -14,798 | -9,578 | -5,848 |
Total assets | ($462,975) | ($256,076) | ($190,225) |