Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | |
Entity Central Index Key | 1,440,024 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,265,869 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 9,071 | $ 11,345 |
Accounts receivable, net of allowances of $5,120 and $4,209, respectively | 290,865 | 284,379 |
Deferred income taxes | 7,542 | 8,607 |
Prepaid expenses and other current assets | 52,996 | 46,658 |
Total current assets | 360,474 | 350,989 |
Property and equipment, net of accumulated depreciation of $61,732 and $47,629, respectively | 188,025 | 146,850 |
Other assets: | ||
Goodwill | 686,987 | 669,652 |
Intangible assets, net | 80,239 | 79,878 |
Other noncurrent assets | 13,633 | 10,451 |
Total other assets | 780,859 | 759,981 |
Total assets | 1,329,358 | 1,257,820 |
Current liabilities: | ||
Current maturities of long-term debt | 15,000 | 10,000 |
Accounts payable | 110,242 | 118,743 |
Accrued expenses and other liabilities | 44,813 | 42,352 |
Total current liabilities | 170,055 | 171,095 |
Long-term debt, net of current maturities | 443,000 | 420,000 |
Other long-term liabilities | 115,586 | 107,950 |
Total liabilities | 728,641 | 699,045 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock $.01 par value; 100,000 shares authorized; 38,266 and 37,925 shares issued and outstanding | 383 | 379 |
Additional paid-in capital | 396,797 | 390,725 |
Retained earnings | 203,537 | 167,671 |
Total stockholders’ investment | 600,717 | 558,775 |
Total liabilities and stockholders’ investment | $ 1,329,358 | $ 1,257,820 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 5,120 | $ 4,209 |
Property and equipment, net of accumulated depreciation | $ 61,732 | $ 47,629 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 38,266 | 37,925 |
Common stock, shares outstanding | 38,266 | 37,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 497,173 | $ 498,086 | $ 1,504,073 | $ 1,340,298 |
Operating expenses: | ||||
Purchased transportation costs | 326,251 | 347,247 | 1,000,815 | 926,600 |
Personnel and related benefits | 65,997 | 55,533 | 193,846 | 148,574 |
Other operating expenses | 81,559 | 61,781 | 213,590 | 174,559 |
Depreciation and amortization | 8,443 | 6,319 | 22,855 | 16,788 |
Acquisition transaction expenses | 564 | 1,926 | 564 | 2,305 |
Total operating expenses | 482,814 | 472,806 | 1,431,670 | 1,268,826 |
Operating income | 14,359 | 25,280 | 72,403 | 71,472 |
Interest expense | 4,913 | 3,827 | 13,895 | 8,936 |
Income before provision for income taxes | 9,446 | 21,453 | 58,508 | 62,536 |
Provision for income taxes | 3,655 | 7,040 | 22,642 | 22,941 |
Net income available to common stockholders | $ 5,791 | $ 14,413 | $ 35,866 | $ 39,595 |
Earnings per share available to common stockholders: | ||||
Basic | $ 0.15 | $ 0.38 | $ 0.94 | $ 1.05 |
Diluted | $ 0.15 | $ 0.37 | $ 0.91 | $ 1.01 |
Weighted average common stock outstanding: | ||||
Basic | 38,264 | 37,920 | 38,149 | 37,827 |
Diluted | 39,471 | 39,380 | 39,446 | 39,268 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income | $ 35,866 | $ 39,595 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 24,448 | 18,189 |
Gain on disposal of property and equipment | (205) | (195) |
Share-based compensation | 2,044 | 1,750 |
Provision for bad debts | 1,852 | 2,268 |
Excess tax benefit on stock-based compensation | (1,175) | (1,442) |
Deferred tax provision | 2,054 | 5,229 |
Changes in: | ||
Accounts receivable | (3,340) | (55,317) |
Prepaid expenses and other assets | (7,287) | (7,238) |
Accounts payable | (9,936) | 19,356 |
Accrued expenses and other liabilities | (1,859) | (4,643) |
Net cash provided by operating activities | 42,462 | 17,552 |
Cash flows from investing activities: | ||
Acquisition of business, net of cash acquired | (32,364) | (232,026) |
Capital expenditures | (43,206) | (30,556) |
Proceeds from sale of buildings and equipment | 5,313 | 3,778 |
Net cash used in investing activities | (70,257) | (258,804) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 154,127 | 341,165 |
Payments under revolving credit facilities | (231,127) | (117,099) |
Long-term debt borrowings | 110,000 | 33,750 |
Long-term debt payments | (5,000) | (6,875) |
Debt issuance cost | (2,713) | (2,447) |
Payments of contingent earnouts | 3,317 | 4,804 |
Proceeds from Issuance of Common Stock, net of issuance costs | 2,857 | 3,414 |
Excess tax benefit from share-based compensation | 1,175 | 1,442 |
Reduction of capital lease obligation | (481) | (66) |
Net cash provided by financing activities | 25,521 | 248,480 |
Net (decrease) increase in cash and cash equivalents | (2,274) | 7,228 |
Cash and cash equivalents: | ||
Beginning of period | 11,345 | 5,438 |
End of period | 9,071 | 12,666 |
Supplemental cash flow information: | ||
Cash paid for interest | 11,685 | 7,719 |
Cash paid for income taxes, net | 12,078 | 14,759 |
Capital Lease Obligations Incurred | 6,399 | 0 |
Non-cash contingent earnout | $ 4,114 | $ 0 |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Significant Accounting Policies | 1. Organization, Nature of Business and Significant Accounting Policies Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and Global Solutions. Within its TL business, the Company operates a network of 49 TL service centers, four freight consolidation and inventory management centers, and 23 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 45 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its Global Solutions business, the Company operates from eight service centers and 11 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 accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and Global Solutions. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. Early adoption of the revised Accounting Standard is permitted. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions 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 5. 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 Global Solutions segment. Cash consideration paid was $53.3 million . The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. 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 5. 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 $118.1 million . The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. On July 28, 2015 , the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP ("Stagecoach") for the purpose of expanding its presence within the TL segment. Cash consideration paid was $32.3 million . The acquisition was financed with borrowings under the Company's credit facility discussed in Note 5. The Stagecoach purchase agreement calls for contingent consideration in the form of an earnout capped at $5.0 million . The former owners of Stagecoach are entitled to receive a payment equal to the amount by which Stagecoach's operating income before depreciation and amortization, as defined in the purchase agreement, exceeds $7.0 million for the twelve month periods ending July 31, 2016, 2017, 2018, and 2019. The acquisition of Stagecoach is considered individually immaterial. The acquisitions of Rich Logistics, Unitrans, ISI, and Active Aero (collectively, "2014 acquisitions") are considered individually immaterial, but material in the aggregate. The following table summarizes the allocation of the purchase price paid to the fair value of the net assets for the 2014 acquisitions in the aggregate (in thousands): 2014 Acquisitions Accounts receivable $ 68,128 Other current assets 7,660 Property and equipment 29,892 Goodwill 153,522 Customer relationship intangible assets 54,347 Accounts payable and other liabilities (82,644 ) Total $ 230,905 The goodwill for the acquisitions, in the aggregate, is a result of acquiring and retaining the existing workforces and expected synergies from integrating the operations into the Company. Goodwill associated with the Stagecoach acquisition and the 2014 acquisitions will not be deductible for tax purposes. Purchase accounting is considered final for the 2014 acquisitions. Purchase accounting for the Stagecoach acquisition is considered preliminary as of September 30, 2015 . From the dates of acquisition through September 30, 2014 , the 2014 acquisitions contributed revenues of $98.6 million and $180.6 million for the three and nine months ended September 30, 2014 , respectively, and contributed net income of $5.3 million and $10.9 million for the three and nine months ended September 30, 2014 , respectively, before the incremental acquisition transaction expenses associated with each acquisition. The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2014 2014 Revenues $ 529,169 $ 1,546,672 Net income $ 14,698 $ 44,452 The supplemental unaudited pro forma financial information above is presented for informational purposes only. It is not intended to project the future financial position or operating results of the combined company. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill and intangible assets for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires a two-step approach that begins with the estimation of the fair value at the reporting unit level. We have four reporting units for our three operating segments. We have one reporting unit for our LTL segment, two reporting units for our TL segment, and one reporting unit for our Global Solutions segment. For purposes of our impairment analysis, the fair value of our reporting units are estimated based upon an average of an income fair value approach and a market fair value approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of fair value requires considerable judgment and is highly sensitive to changes in underlying assumptions. The Company completed its annual impairment analysis as of July 1, 2015, and determined no impairment had occurred, as each reporting unit's calculated fair value exceeded the carrying value by at least 35% at the time of its evaluation. As a result, there is no goodwill impairment for any of the periods presented in the Company's condensed consolidated financial statements. Subsequent to our annual impairment analysis as of July 1, 2015, a decline in revenues during the quarter ended September 30, 2015 , resulted in a triggering event that requires the Company to perform an interim goodwill impairment analysis as of September 30, 2015 . Due to the significant effort that is required to determine the implied fair value of the reporting units' goodwill, through assessing revenue growth, operating margin, and discount rate assumptions, as well as the lack of updated market data, the Company has not completed the interim goodwill impairment analysis as of September 30, 2015 and will complete the analysis during the fourth quarter of 2015 . The following is a rollforward of goodwill from December 31, 2014 to September 30, 2015 by reportable segment (in thousands): TL LTL Global Solutions Total Goodwill balance as of December 31, 2014 $ 319,051 $ 197,312 $ 153,289 $ 669,652 Adjustments to goodwill for purchase accounting 1,598 — — 1,598 Goodwill related to acquisitions 15,737 — — 15,737 Goodwill balance as of September 30, 2015 $ 336,386 $ 197,312 $ 153,289 $ 686,987 Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangible assets as of September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 66,673 $ (12,378 ) $ 54,295 $ 60,173 $ (8,356 ) $ 51,817 LTL 1,358 (1,000 ) 358 1,358 (950 ) 408 Global Solutions 31,522 (5,936 ) 25,586 31,522 (3,869 ) 27,653 Total $ 99,553 $ (19,314 ) $ 80,239 $ 93,053 $ (13,175 ) $ 79,878 The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.0 million and $1.4 million for the three months ended September 30, 2015 and 2014 , respectively, and $6.1 million and $3.3 million for the nine months ended September 30, 2015 and 2014 , respectively. Estimated amortization expense for each of the next five years based on intangible assets as of September 30, 2015 is as follows (in thousands): Remainder 2015 $ 2,262 2016 8,855 2017 8,734 2018 8,471 2019 8,168 2020 7,795 Thereafter 35,954 Total $ 80,239 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | 4. Fair Value Measurement Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. Certain of the Company’s acquisitions contain contingent purchase obligations in the form of earn-outs as described in Note 2. The contingent purchase obligation related to acquisitions is measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine fair value. Changes to the fair value are recognized as income or expense within other operating expenses in the condensed consolidated statements of operations. In measuring the fair value of the contingent purchase obligation, the Company used an income approach that considers the expected future earnings of the acquired businesses, for the varying performance periods, based on historical performance and the resulting contingent payments, discounted at a risk-adjusted rate. The range of undiscounted outcomes for the estimated contingent payments is zero to $10.4 million . The following table presents information, as of September 30, 2015 and December 31, 2014 , about the Company’s financial liabilities (in thousands): September 30, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 7,652 $ 7,652 Total liabilities at fair value $ — $ — $ 7,652 $ 7,652 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 The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Year Ended September 30, September 30, December 31, 2015 2014 2015 2014 2014 Balance, beginning of period $ 3,481 $ 11,726 $ 7,665 $ 17,054 $ 17,054 Earnouts related to acquisitions 4,114 — 4,114 — — Payments of contingent purchase obligations — — (3,317 ) (4,804 ) (4,804 ) Adjustments to contingent purchase obligations (1) 57 (3,171 ) (810 ) (3,695 ) (4,585 ) Balance, end of period $ 7,652 $ 8,555 $ 7,652 $ 8,555 $ 7,665 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the condensed consolidated statements of operations. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | 5. Long-Term Debt Long-term debt as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, December 31, Senior debt: Revolving credit facility $ 158,000 $ 235,000 Term loan 300,000 195,000 Total debt 458,000 430,000 Less: Current maturities (15,000 ) (10,000 ) Total long-term debt, net of current maturities $ 443,000 $ 420,000 On September 24, 2015 , the Company entered into a sixth amended and restated credit agreement (the "credit agreement") with U.S. Bank National Association and other lenders, which increased the revolving credit facility from $350.0 million to $400.0 million and the term loan from $200.0 million to $300.0 million . The credit facility matures on July 9, 2019 . Principal on the term loan is due in quarterly installments of $3.8 million . The Company categorizes the borrowings under the credit agreement as Level 2 in the fair value hierarchy described in Note 4. The carrying value of the Company's long-term debt approximates fair value as the debt agreement bears interest based on prevailing variable market rates currently available. The credit agreement is collateralized by all assets of the Company and contains certain financial covenants, including a minimum fixed charge coverage ratio and a maximum cash flow leverage ratio. Additionally, the credit agreement contains negative covenants limiting, among other things, additional indebtedness, capital expenditures, transactions with affiliates, additional liens, sales of assets, dividends, investments, advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted in such agreements. 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 3.25% , or (b) the Base Rate (as defined in the credit agreement), plus an applicable margin in the range of 1.0% to 2.25% . The revolving credit facility also provides for the issuance of up to $40.0 million in letters of credit. As of September 30, 2015 , the Company had outstanding letters of credit totaling $20.5 million . As of September 30, 2015 , total availability under the revolving credit facility was $221.5 million and the average interest rate on the credit agreement was 3.5% . |
Stockholders' Investment
Stockholders' Investment | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' investment | 6. Stockholders’ Investment Changes in stockholders’ investment for the three and nine months ended September 30, 2015 and 2014 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Beginning balance $ 594,812 $ 530,764 $ 558,775 $ 500,365 Net income 5,791 14,413 35,866 39,595 Share-based compensation 423 614 2,044 1,750 Issuance costs from secondary stock offering (225 ) — (225 ) — Issuance of common stock from share-based compensation (68 ) — 3,082 2,715 Excess tax benefit on share-based compensation (16 ) 76 1,175 1,442 Ending balance $ 600,717 $ 545,867 $ 600,717 $ 545,867 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 7. Earnings Per Share Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. For the three and nine months ended September 30, 2015 and 2014 , diluted earnings per share was calculated by dividing net income available to common stockholders by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options, the conversion of warrants, and the delivery of stock underlying restricted stock units using the treasury stock method. There is no difference, for any of the periods presented, in the amount of net income available to common stockholders used in the computation of basic and diluted earnings per share. As of September 30, 2015 and 2014 , all stock options, warrants, and restricted stock units were included in the computation of diluted earnings per share. The following table reconciles basic weighted average common stock outstanding to diluted weighted average common stock outstanding (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic weighted average common stock outstanding 38,264 37,920 38,149 37,827 Effect of dilutive securities Employee stock options 70 158 96 187 Warrants 1,089 1,239 1,150 1,226 Restricted stock units 48 63 51 28 Diluted weighted average common stock outstanding 39,471 39,380 39,446 39,268 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The effective income tax rate was 38.7% for the three months ended September 30, 2015 and 32.8% for the three months ended September 30, 2014 . The effective tax rate during the third quarter of 2014 was impacted by net contingent earnout adjustments of $3.3 million related to prior acquisitions in the TL segment. The effective income tax rate was 38.7% for the nine months ended September 30, 2015 and 36.7% for the nine months ended September 30, 2014 . The effective tax rate during the first nine months of 2014 was impacted by net contingent earnout adjustments of $3.9 million related to prior acquisitions in the TL segment. In determining the provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the Company's best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, and adjustments for permanent differences. |
Guarantees (Notes)
Guarantees (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees [Abstract] | |
Guarantees | 9. Guarantees The Company provides a guarantee for a portion of the value of certain independent contractors' ("IC") leased tractors. The guarantees expire at various dates through 2020 . The potential maximum exposure under these lease guarantees was approximately $18.4 million as of September 30, 2015 . The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of September 30, 2015 . 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. The declining quality and performance of the equipment in certain lease purchase programs has caused escalating repair and maintenance expenses for the Company's ICs, which coupled with the softened demand experienced during the third quarter of 2015 resulted in increased turnover and default by certain ICs. As a result, the Company has experienced an acceleration of its IC recruiting costs, guarantee payments, and reseating and reconditioning costs associated with these lease purchase programs. Accordingly, the Company decided to terminate certain lease purchase guarantee programs in favor of new lease purchase programs that do not involve a guarantee from the Company and utilize newer equipment under warranty. For the quarter ended September 30, 2015 , the Company recorded a charge of $5.0 million associated with the termination of these lease purchase guarantee programs, of which the Company paid $2.0 million during the third quarter and reserved $3.0 million for future estimated guarantee payments, reconditioning costs, and loss on the underlying equipment for the programs being terminated. Payments made by the Company under the guarantees were de minimis for the three and nine months ended September 30, 2014 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 10. Commitments and Contingencies In the ordinary course of business, the Company is a defendant in several legal proceedings arising out of the conduct of its business. These proceedings include claims for property damage or personal injury incurred in connection with the Company’s services. Although there can be no assurance as to the ultimate disposition of these proceedings, the Company does not believe, based upon the information available at this time, that these property damage or personal injury claims, in the aggregate, will have a material impact on its consolidated financial statements. The Company maintains liability insurance coverage for claims in excess of $500,000 per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company believes it has adequate insurance to cover losses in excess of the deductible amount. As of September 30, 2015 and December 31, 2014 , the Company had reserves for estimated uninsured losses of $7.4 million and $5.8 million , respectively. In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in four purported class-action lawsuits in California alleging violations of various California labor laws and one purported class-action lawsuit in Illinois alleging violations of the Illinois Wage Payment and Collection Act. The plaintiffs in each of these lawsuits seek to recover unspecified monetary damages and other items. In addition, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company on behalf of seven individuals alleging that the Company violated California labor laws. Given the early stage of all of the proceedings described in this paragraph, the Company is not able to assess with certainty the outcome of these proceedings or the amount or range of potential damages or future payments associated with these proceedings at this time. The Company believes it has meritorious defenses to these actions and intends to defend these proceedings vigorously. However, any legal proceeding is subject to inherent uncertainties, and the Company cannot assure that the expenses associated with defending these actions or their resolution will not have a material adverse effect on its business, operating results, or financial condition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | 11. Related Party Transactions The Company has an advisory agreement with HCI Equity Management L.P. (“HCI”) to pay transaction fees and an annual advisory fee of $0.1 million . As of September 30, 2015 , the Company owed $0.8 million to HCI for services performed in connection with the sixth amended and restated credit agreement. No money was paid to HCI for the three months ended September 30, 2015 . The Company paid an aggregate of $0.1 million to HCI for advisory fees and travel expenses during the nine months ended September 30, 2015 . The Company paid an aggregate of $0.8 million to HCI for services performed in connection with the fifth amended and restated credit agreement, advisory fees, and travel expenses during both the three and nine months ended September 30, 2014 . |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment reporting | 12. Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and Global Solutions. These reportable segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, and share-based compensation expense. The following table reflects certain financial data of the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014 and as of September 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues: TL $ 292,951 $ 262,865 $ 870,614 $ 687,539 LTL 127,284 151,069 397,872 436,232 Global Solutions 82,392 87,240 254,127 225,695 Eliminations (5,454 ) (3,088 ) (18,540 ) (9,168 ) Total 497,173 498,086 1,504,073 1,340,298 Operating income: TL $ 15,277 $ 18,474 $ 51,720 $ 46,500 LTL 1,955 5,478 18,981 20,154 Global Solutions 6,612 6,708 20,123 16,273 Corporate (9,485 ) (5,380 ) (18,421 ) (11,455 ) Total operating income 14,359 25,280 72,403 71,472 Interest expense 4,913 3,827 13,895 8,936 Income before provision for income taxes $ 9,446 $ 21,453 $ 58,508 $ 62,536 Depreciation and amortization: TL $ 6,236 $ 4,266 $ 16,414 $ 11,050 LTL 822 912 2,394 2,531 Global Solutions 1,024 866 3,021 2,333 Corporate 361 275 1,026 874 Total $ 8,443 $ 6,319 $ 22,855 $ 16,788 Capital expenditures (1) (2) : TL $ 10,198 $ 6,311 $ 31,817 $ 22,570 LTL 2,120 1,963 6,391 4,142 Global Solutions 2,530 261 2,978 1,278 Corporate 644 540 8,496 2,566 Total $ 15,492 $ 9,075 $ 49,682 $ 30,556 (1) The total capital expenditures for the three and nine months ended September 30, 2015 and September 30, 2014 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows. (2) Certain capital expenditures were reclassified between segments to conform with the current period presentation. This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows. September 30, 2015 December 31, 2014 Assets: TL $ 815,535 $ 691,096 LTL 738,157 782,268 Global Solutions 245,088 242,512 Corporate 11,996 4,919 Eliminations (481,418 ) (462,975 ) $ 1,329,358 $ 1,257,820 |
Organization, Nature of Busin18
Organization, Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Cudahy, Wisconsin and has the following three operating segments: truckload logistics (“TL”), less-than-truckload (“LTL”), and Global Solutions. Within its TL business, the Company operates a network of 49 TL service centers, four freight consolidation and inventory management centers, and 23 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 45 LTL service centers throughout the United States, complemented by relationships with over 160 delivery agents. Within its Global Solutions business, the Company operates from eight service centers and 11 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 accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. In the Company's opinion, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three operating segments, which are also its reportable segments: TL, LTL, and Global Solutions. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which is effective for the Company in 2018. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is in the process of evaluating the guidance in this Accounting Standards Update and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which is effective for the Company in 2016 and must be applied retrospectively for all periods presented. This guidance simplifies the presentation of debt issuance costs. Under the revised Accounting Standard, the Company would be required to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability. Amortization of the debt issuance costs should be reported as interest expense. The Accounting Standards Update does not affect the recognition and measurement for debt issuance costs. Early adoption of the revised Accounting Standard is permitted. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40), which is effective for the Company in 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This update provides guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement such as software as a service, infrastructure as a service, or other hosting arrangements. If a cloud computing arrangement includes a license to internal-use software, then the customer should account for the software license consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The Company is in the process of evaluating the guidance and has not yet determined if the adoption of this guidance will have a material impact on the Company's consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions | 2014 Acquisitions Accounts receivable $ 68,128 Other current assets 7,660 Property and equipment 29,892 Goodwill 153,522 Customer relationship intangible assets 54,347 Accounts payable and other liabilities (82,644 ) Total $ 230,905 |
2014 [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following supplemental unaudited pro forma financial information of the Company for the three and nine months ended September 30, 2014 includes the results of operations for the 2014 acquisitions, in the aggregate, as if the acquisitions had been completed on January 1, 2014 (in thousands). Three Months Ended Nine Months Ended September 30, September 30, 2014 2014 Revenues $ 529,169 $ 1,546,672 Net income $ 14,698 $ 44,452 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | TL LTL Global Solutions Total Goodwill balance as of December 31, 2014 $ 319,051 $ 197,312 $ 153,289 $ 669,652 Adjustments to goodwill for purchase accounting 1,598 — — 1,598 Goodwill related to acquisitions 15,737 — — 15,737 Goodwill balance as of September 30, 2015 $ 336,386 $ 197,312 $ 153,289 $ 686,987 |
Intangible assets | September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TL $ 66,673 $ (12,378 ) $ 54,295 $ 60,173 $ (8,356 ) $ 51,817 LTL 1,358 (1,000 ) 358 1,358 (950 ) 408 Global Solutions 31,522 (5,936 ) 25,586 31,522 (3,869 ) 27,653 Total $ 99,553 $ (19,314 ) $ 80,239 $ 93,053 $ (13,175 ) $ 79,878 |
Estimated amortization expense | Remainder 2015 $ 2,262 2016 8,855 2017 8,734 2018 8,471 2019 8,168 2020 7,795 Thereafter 35,954 Total $ 80,239 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial liabilities measured at fair value on a recurring basis | September 30, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 7,652 $ 7,652 Total liabilities at fair value $ — $ — $ 7,652 $ 7,652 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 |
Schedule of reconciliation of beginning and ending Level 3 financial liability balance | The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three and nine months ended September 30, 2015 and 2014 and the year ended December 31, 2014 (in thousands): Three Months Ended Nine Months Ended Year Ended September 30, September 30, December 31, 2015 2014 2015 2014 2014 Balance, beginning of period $ 3,481 $ 11,726 $ 7,665 $ 17,054 $ 17,054 Earnouts related to acquisitions 4,114 — 4,114 — — Payments of contingent purchase obligations — — (3,317 ) (4,804 ) (4,804 ) Adjustments to contingent purchase obligations (1) 57 (3,171 ) (810 ) (3,695 ) (4,585 ) Balance, end of period $ 7,652 $ 8,555 $ 7,652 $ 8,555 $ 7,665 (1) Adjustments to contingent purchase obligations are reported in other operating expenses in the condensed consolidated statements of operations. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | September 30, December 31, Senior debt: Revolving credit facility $ 158,000 $ 235,000 Term loan 300,000 195,000 Total debt 458,000 430,000 Less: Current maturities (15,000 ) (10,000 ) Total long-term debt, net of current maturities $ 443,000 $ 420,000 |
Stockholders' Investment (Table
Stockholders' Investment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of changes in stockholders' investment | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Beginning balance $ 594,812 $ 530,764 $ 558,775 $ 500,365 Net income 5,791 14,413 35,866 39,595 Share-based compensation 423 614 2,044 1,750 Issuance costs from secondary stock offering (225 ) — (225 ) — Issuance of common stock from share-based compensation (68 ) — 3,082 2,715 Excess tax benefit on share-based compensation (16 ) 76 1,175 1,442 Ending balance $ 600,717 $ 545,867 $ 600,717 $ 545,867 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Basic weighted average common stock outstanding 38,264 37,920 38,149 37,827 Effect of dilutive securities Employee stock options 70 158 96 187 Warrants 1,089 1,239 1,150 1,226 Restricted stock units 48 63 51 28 Diluted weighted average common stock outstanding 39,471 39,380 39,446 39,268 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of financial data of reportable segments | Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues: TL $ 292,951 $ 262,865 $ 870,614 $ 687,539 LTL 127,284 151,069 397,872 436,232 Global Solutions 82,392 87,240 254,127 225,695 Eliminations (5,454 ) (3,088 ) (18,540 ) (9,168 ) Total 497,173 498,086 1,504,073 1,340,298 Operating income: TL $ 15,277 $ 18,474 $ 51,720 $ 46,500 LTL 1,955 5,478 18,981 20,154 Global Solutions 6,612 6,708 20,123 16,273 Corporate (9,485 ) (5,380 ) (18,421 ) (11,455 ) Total operating income 14,359 25,280 72,403 71,472 Interest expense 4,913 3,827 13,895 8,936 Income before provision for income taxes $ 9,446 $ 21,453 $ 58,508 $ 62,536 Depreciation and amortization: TL $ 6,236 $ 4,266 $ 16,414 $ 11,050 LTL 822 912 2,394 2,531 Global Solutions 1,024 866 3,021 2,333 Corporate 361 275 1,026 874 Total $ 8,443 $ 6,319 $ 22,855 $ 16,788 Capital expenditures (1) (2) : TL $ 10,198 $ 6,311 $ 31,817 $ 22,570 LTL 2,120 1,963 6,391 4,142 Global Solutions 2,530 261 2,978 1,278 Corporate 644 540 8,496 2,566 Total $ 15,492 $ 9,075 $ 49,682 $ 30,556 (1) The total capital expenditures for the three and nine months ended September 30, 2015 and September 30, 2014 includes both cash and non-cash portions as reflected in the Condensed Consolidated Statements of Cash Flows. (2) Certain capital expenditures were reclassified between segments to conform with the current period presentation. This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows. September 30, 2015 December 31, 2014 Assets: TL $ 815,535 $ 691,096 LTL 738,157 782,268 Global Solutions 245,088 242,512 Corporate 11,996 4,919 Eliminations (481,418 ) (462,975 ) $ 1,329,358 $ 1,257,820 |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2015SegmentCentersFacilitiesAgentsCentres | |
Operations [Line Items] | |
Number of Operating Segments | Segment | 3 |
TL [Member] | |
Operations [Line Items] | |
Number of Service Centers | 49 |
Number of Dispatch Offices | Centres | 23 |
Number of Consolidation Facilities | Facilities | 4 |
Number of Independent Agents | Agents | 100 |
LTL [Member] | |
Operations [Line Items] | |
Number of Service Centers | 45 |
Number of Delivery Agents | Agents | 160 |
Global Solutions [Member] | |
Operations [Line Items] | |
Number of Service Centers | 8 |
Number of Dispatch Offices | Centres | 11 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Millions | Jul. 28, 2015 | Aug. 27, 2014 | Jul. 18, 2014 | Mar. 14, 2014 | Feb. 24, 2014 | Sep. 30, 2015 |
Business Acquisition (Textual) [Abstract] | ||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 10.4 | |||||
Rich Logistics [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Date of acquisition | Feb. 24, 2014 | |||||
Consideration Transferred | $ 46.5 | |||||
Unitrans [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Date of acquisition | Mar. 14, 2014 | |||||
Consideration Transferred | $ 53.3 | |||||
ISI [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Date of acquisition | Jul. 18, 2014 | |||||
Consideration Transferred | $ 13 | |||||
Active Aero [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Date of acquisition | Aug. 27, 2014 | |||||
Consideration Transferred | $ 118.1 | |||||
Stagecoach [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Date of acquisition | Jul. 28, 2015 | |||||
Consideration Transferred | $ 32.3 | |||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5 | |||||
Stagecoach [Member] | 2016 [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Contingent Consideration Arrangements, Basis | 7 | |||||
Stagecoach [Member] | 2017 [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Contingent Consideration Arrangements, Basis | 7 | |||||
Stagecoach [Member] | 2018 [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Contingent Consideration Arrangements, Basis | 7 | |||||
Stagecoach [Member] | 2019 [Member] | ||||||
Business Acquisition (Textual) [Abstract] | ||||||
Contingent Consideration Arrangements, Basis | $ 7 |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions | ||
Goodwill | $ 686,987 | $ 669,652 |
2014 [Member] | ||
Schedule of allocated purchase price paid to fair value of acquired net assets for acquisitions | ||
Accounts receivable | 68,128 | |
Other current assets | 7,660 | |
Property and equipment | 29,892 | |
Goodwill | 153,522 | |
Customer relationship intangible assets | 54,347 | |
Accounts payable and other liabilities | 82,644 | |
Total | $ 230,905 |
Acquisitions Acquisitions (Pro
Acquisitions Acquisitions (Pro Forma) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Revenue of acquiree since acquisition date, actual | $ 98,600 | $ 180,600 |
Earnings or loss of acquiree since acquisition date, actual | 5,300 | 10,900 |
2014 [Member] | ||
Business Acquisition [Line Items] | ||
Pro Forma Revenue | 529,169 | 1,546,672 |
Pro Forma Net income (Loss) | $ 14,698 | $ 44,452 |
(Narrative) (Details)
(Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets (Additional Textual) [Abstract] | ||||
Impairment of goodwill | $ 0 | |||
Amortization of Intangible Assets | $ 2,000,000 | $ 1,400,000 | $ 6,100,000 | $ 3,300,000 |
Customer Relationships [Member] | Minimum [Member] | ||||
Goodwill and Intangible Assets (Textual) [Abstract] | ||||
Period of amortization of intangible assets | 5 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Goodwill and Intangible Assets (Textual) [Abstract] | ||||
Period of amortization of intangible assets | 12 years |
(Goodwill acquired in business
(Goodwill acquired in business combination by reportable segment) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2014 | $ 669,652 |
Goodwill, Purchase Accounting Adjustments | 1,598 |
Goodwill, Acquired During Period | 15,737 |
Goodwill balance as of September 30, 2015 | 686,987 |
TL [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2014 | 319,051 |
Goodwill, Purchase Accounting Adjustments | 1,598 |
Goodwill, Acquired During Period | 15,737 |
Goodwill balance as of September 30, 2015 | 336,386 |
LTL [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2014 | 197,312 |
Goodwill, Purchase Accounting Adjustments | 0 |
Goodwill, Acquired During Period | 0 |
Goodwill balance as of September 30, 2015 | 197,312 |
Global Solutions [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2014 | 153,289 |
Goodwill, Purchase Accounting Adjustments | 0 |
Goodwill, Acquired During Period | 0 |
Goodwill balance as of September 30, 2015 | $ 153,289 |
(Intangible Assets Acquired fro
(Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Intangible assets | ||
Gross Carrying Amount | $ 99,553 | $ 93,053 |
Accumulated Amortization | (19,314) | (13,175) |
Net Carrying Value | 80,239 | 79,878 |
TL [Member] | ||
Intangible assets | ||
Gross Carrying Amount | 66,673 | 60,173 |
Accumulated Amortization | (12,378) | (8,356) |
Net Carrying Value | 54,295 | 51,817 |
LTL [Member] | ||
Intangible assets | ||
Gross Carrying Amount | 1,358 | 1,358 |
Accumulated Amortization | (1,000) | (950) |
Net Carrying Value | 358 | 408 |
Global Solutions [Member] | ||
Intangible assets | ||
Gross Carrying Amount | 31,522 | 31,522 |
Accumulated Amortization | (5,936) | (3,869) |
Net Carrying Value | $ 25,586 | $ 27,653 |
(Amortization of Intangibles) (
(Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Estimated amortization expense | ||
Remainder 2,015 | $ 2,262 | |
2,016 | 8,855 | |
2,017 | 8,734 | |
2,018 | 8,471 | |
2,019 | 8,168 | |
2,020 | 7,795 | |
Thereafter | 35,954 | |
Net Carrying Value | $ 80,239 | $ 79,878 |
Fair Value Measurement (Liabili
Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | |
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 10,400 | |
Financial liabilities measured at fair value on a recurring basis | ||
Total liabilities at fair value | 7,652 | $ 7,665 |
Income approach valuation technique [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 7,652 | 7,665 |
Level 1 [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 0 | 0 |
Level 2 [Member] | ||
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 [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Total liabilities at fair value | 7,652 | 7,665 |
Level 3 [Member] | Income approach valuation technique [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | $ 7,652 | $ 7,665 |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||||
Balance, beginning of period | $ 3,481 | $ 11,726 | $ 7,665 | $ 17,054 | $ 17,054 |
Earnouts related to acquisitions | 4,114 | 0 | 4,114 | 0 | 0 |
Payments of contingent purchase obligations | 0 | 0 | 3,317 | 4,804 | 4,804 |
Adjustments to contingent purchase obligation | 57 | (3,171) | (810) | (3,695) | (4,585) |
Balance, end of period | $ 7,652 | $ 8,555 | $ 7,652 | $ 8,555 | $ 7,665 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Senior debt: | ||
Total debt | $ 458,000 | $ 430,000 |
Less: Current maturities | (15,000) | (10,000) |
Total long-term debt, net of current maturities | 443,000 | 420,000 |
Revolving credit facility [Member] | ||
Senior debt: | ||
Total debt | 158,000 | 235,000 |
Term loans [Member] | ||
Senior debt: | ||
Total debt | $ 300,000 | $ 195,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 24, 2015 | Jul. 09, 2014 | |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350 | ||
Debt Instrument Maturities Quarterly Repayments of Principal | $ 3.8 | ||
Debt Instrument, Maturity Date | Jul. 9, 2019 | ||
Revolving Credit Facility, Capacity Available for Letter of Credit | $ 40 | ||
Outstanding letters of credit | 20.5 | ||
Total availability under revolving credit facility | $ 221.5 | ||
Average interest rate on credit agreement | 3.50% | ||
Revolving credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | 400 | ||
Eurocurrency [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest rate applicable margin range, Minimum | 2.00% | ||
Interest Rate applicable margin range, Maximum | 3.30% | ||
Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Interest rate applicable margin range, Minimum | 1.00% | ||
Interest Rate applicable margin range, Maximum | 2.30% | ||
Term Loan Facility Maturing [Member] | |||
Line of Credit Facility [Line Items] | |||
Term loan | $ 300 | $ 200 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stockholders' investment: | ||||
Beginning balance | $ 594,812 | $ 530,764 | $ 558,775 | $ 500,365 |
Net Income | 5,791 | 14,413 | 35,866 | 39,595 |
Share-based Compensation | 423 | 614 | 2,044 | 1,750 |
Issuance costs from secondary stock offering | (225) | 0 | (225) | 0 |
Issuance of common stock from share-based compensation | (68) | 0 | 3,082 | 2,715 |
Excess tax benefit on share-based compensation | (16) | 76 | 1,175 | 1,442 |
Ending balance | $ 600,717 | $ 545,867 | $ 600,717 | $ 545,867 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Basic weighted average stock outstanding | 38,264 | 37,920 | 38,149 | 37,827 |
Dilutive weighted average stock outstanding | 39,471 | 39,380 | 39,446 | 39,268 |
Warrant [Member] | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Warrants | 1,089 | 1,239 | 1,150 | 1,226 |
Employee Stock Option [Member] | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 70 | 158 | 96 | 187 |
Restricted Stock Units (RSUs) [Member] | ||||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||||
Employee stock options | 48 | 63 | 51 | 28 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes (Textual) [Abstract] | ||||
Effective income tax rate | 38.70% | 32.80% | 38.70% | 36.70% |
Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 3.3 | $ 3.9 | ||
Federal corporate income tax rate | 35.00% |
Guarantees (Details)
Guarantees (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Guarantor Obligations [Line Items] | ||
Guarantees ExpirationYear | 2,020 | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 18.4 | $ 18.4 |
Loss Contingency Accrual | 5 | $ 5 |
Loss Contingency Accrual, Payments | 2 | |
Loss Contingency Accrual, Provision | $ 3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) [Abstract] | ||
Reserves for estimated uninsured losses | $ 5,000,000 | |
Insurance Claims [Member] | ||
Commitments and Contingencies (Textual) [Abstract] | ||
Liability and cargo insurance coverage for claims | 500,000 | |
Cargo Claims [Member] | ||
Commitments and Contingencies (Textual) [Abstract] | ||
Liability and cargo insurance coverage for claims | 100,000 | |
Uninsured Risk [Member] | ||
Commitments and Contingencies (Textual) [Abstract] | ||
Reserves for estimated uninsured losses | $ 7,400,000 | $ 5,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 12, 2011 | |
Related Party Transactions (Textual) [Abstract] | |||||
Related Party Transaction, Payment | $ 0.8 | $ 0.1 | $ 0.8 | ||
Annual advisory fee | $ 0.1 | ||||
Related Party Transaction, Amounts of Transaction | $ 0.8 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of Operating Segments | Segment | 3 | ||||
Schedule of financial data of reportable segments | |||||
Revenues | $ 497,173 | $ 498,086 | $ 1,504,073 | $ 1,340,298 | |
Operating Income | 14,359 | 25,280 | 72,403 | 71,472 | |
Interest expense | 4,913 | 3,827 | 13,895 | 8,936 | |
Income before provision for income taxes | 9,446 | 21,453 | 58,508 | 62,536 | |
Depreciation and amortization | 8,443 | 6,319 | 22,855 | 16,788 | |
Capital expenditures, cash and non-cash | 15,492 | 9,075 | 49,682 | 30,556 | |
Total assets | 1,329,358 | 1,329,358 | $ 1,257,820 | ||
Global Solutions [Member] | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 82,392 | 87,240 | 254,127 | 225,695 | |
Operating Income | 6,612 | 6,708 | 20,123 | 16,273 | |
Depreciation and amortization | 1,024 | 866 | 3,021 | 2,333 | |
Capital expenditures, cash and non-cash | 2,530 | 261 | 2,978 | 1,278 | |
Total assets | 245,088 | 245,088 | 242,512 | ||
TL [Member] | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 292,951 | 262,865 | 870,614 | 687,539 | |
Operating Income | 15,277 | 18,474 | 51,720 | 46,500 | |
Depreciation and amortization | 6,236 | 4,266 | 16,414 | 11,050 | |
Capital expenditures, cash and non-cash | 10,198 | 6,311 | 31,817 | 22,570 | |
Total assets | 815,535 | 815,535 | 691,096 | ||
LTL [Member] | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 127,284 | 151,069 | 397,872 | 436,232 | |
Operating Income | 1,955 | 5,478 | 18,981 | 20,154 | |
Depreciation and amortization | 822 | 912 | 2,394 | 2,531 | |
Capital expenditures, cash and non-cash | 2,120 | 1,963 | 6,391 | 4,142 | |
Total assets | 738,157 | 738,157 | 782,268 | ||
Corporate, Non-Segment [Member] | |||||
Schedule of financial data of reportable segments | |||||
Operating Income | (9,485) | (5,380) | (18,421) | (11,455) | |
Depreciation and amortization | 361 | 275 | 1,026 | 874 | |
Capital expenditures, cash and non-cash | 644 | 540 | 8,496 | 2,566 | |
Total assets | 11,996 | 11,996 | 4,919 | ||
Consolidation, Eliminations [Member] | |||||
Schedule of financial data of reportable segments | |||||
Revenues | (5,454) | $ (3,088) | (18,540) | $ (9,168) | |
Total assets | $ (481,418) | $ (481,418) | $ (462,975) |