Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | |
Entity Central Index Key | 1,440,024 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,319,231 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,064 | $ 8,664 |
Accounts receivable, net of allowances of $4,217 and $3,782, respectively | 268,441 | 272,176 |
Deferred income taxes | 4,323 | 4,876 |
Prepaid expenses and other current assets | 60,342 | 62,101 |
Total current assets | 341,170 | 347,817 |
Property and equipment, net of accumulated depreciation of $75,539 and $68,517, respectively | 197,353 | 197,744 |
Other assets: | ||
Goodwill | 691,687 | 691,118 |
Intangible assets, net | 74,547 | 76,694 |
Other noncurrent assets | 5,828 | 6,183 |
Total other assets | 772,062 | 773,995 |
Total assets | 1,310,585 | 1,319,556 |
Current liabilities: | ||
Long-term Debt, Current Maturities | 15,000 | 15,000 |
Accounts payable | 111,362 | 104,357 |
Accrued expenses and other liabilities | 47,729 | 48,657 |
Total current liabilities | 174,091 | 168,014 |
Long-term Debt, Excluding Current Maturities | 401,110 | 417,830 |
Other long-term liabilities | 118,880 | 120,405 |
Total liabilities | 694,081 | 706,249 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Common stock $.01 par value; 100,000 shares authorized; 38,318 and 38,266 shares issued and outstanding | 383 | 383 |
Additional paid-in capital | 397,385 | 397,253 |
Retained earnings | 218,736 | 215,671 |
Total stockholders’ investment | 616,504 | 613,307 |
Total liabilities and stockholders’ investment | $ 1,310,585 | $ 1,319,556 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 4,217 | $ 3,782 |
Property and equipment, net of accumulated depreciation | $ 75,539 | $ 68,517 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 38,318 | 38,266 |
Common stock, shares outstanding | 38,318 | 38,266 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 465,632 | $ 488,970 |
Operating expenses: | ||
Purchased transportation costs | 308,474 | 328,491 |
Personnel and related benefits | 67,601 | 62,055 |
Other operating expenses | 69,415 | 64,745 |
Depreciation and amortization | 9,536 | 6,877 |
Total operating expenses | 455,026 | 462,168 |
Operating income | 10,606 | 26,802 |
Interest expense | 5,608 | 4,609 |
Income before provision for income taxes | 4,998 | 22,193 |
Provision for income taxes | 1,933 | 8,589 |
Net income available to common stockholders | $ 3,065 | $ 13,604 |
Earnings per share available to common stockholders: | ||
Basic | $ 0.08 | $ 0.36 |
Diluted | $ 0.08 | $ 0.35 |
Weighted average common stock outstanding: | ||
Basic | 38,284 | 38,011 |
Diluted | 38,372 | 39,341 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net Income | $ 3,065 | $ 13,604 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,215 | 7,395 |
Loss on disposal of property and equipment | 261 | 109 |
Share-based compensation | 549 | 796 |
Provision for bad debts | 337 | 612 |
Excess tax benefit on stock-based compensation | (811) | |
Tax deficiency from share based compensation | 253 | |
Deferred tax provision | 367 | 607 |
Changes in: | ||
Accounts receivable | 3,398 | (3,858) |
Prepaid expenses and other assets | 1,647 | (1,109) |
Accounts payable | 7,005 | (11,292) |
Increase (Decrease) in Other Accrued Liabilities | (1,671) | 6,231 |
Net cash provided by operating activities | 25,426 | 12,284 |
Cash flows from investing activities: | ||
Capital expenditures | (7,574) | (15,833) |
Proceeds from sale of buildings and equipment | 213 | 522 |
Net cash used in investing activities | (7,361) | (15,311) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 51,665 | 32,764 |
Payments under revolving credit facilities | (65,314) | (26,764) |
Long-term debt payments | (3,750) | (2,500) |
Payments of contingent earnouts | 0 | 1,957 |
Proceeds from Issuance of Common Stock, net of issuance costs | (164) | 1,339 |
Tax deficiency from share based compensation | (253) | |
Excess tax benefit from share-based compensation | 811 | |
Reduction of capital lease obligation | (849) | (27) |
Net cash (used in) provided by financing activities | (18,665) | 3,666 |
Net (decrease) increase in cash and cash equivalents | (600) | 639 |
Cash and cash equivalents: | ||
Beginning of period | 8,664 | 11,345 |
End of period | 8,064 | 11,984 |
Supplemental cash flow information: | ||
Cash paid for interest | 3,734 | 4,011 |
Cash paid for income taxes, net | $ 418 | $ 1,105 |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Significant Accounting Policies | 1. Organization, Nature of Business and Significant Accounting Policies Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in 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 48 TL service centers and 24 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 47 LTL service centers throughout the United States, complemented by relationships with over 150 delivery agents. Within its Global Solutions business, the Company operates from seven service centers, ten dispatch offices, and four freight consolidation and inventory management centers throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service to its customers, including domestic and international air and ocean transportation services. The Company operates primarily in the United States. Principles of Consolidation The accompanying 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, except as noted below with respect to the change in accounting principle and the change in reportable segments, 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. Change in Accounting Principle On January 1, 2016, the Company adopted a new methodology for accounting for debt issuance costs in accordance with the Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which requires debt issuance costs related to a recognized debt liability in the balance sheet to be presented as a direct reduction from the carrying amount of that debt liability. The change in methodology has been applied retrospectively. The balance of the debt issuance costs has been reclassified from other noncurrent assets to a direct reduction of long-term debt on the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015. 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. In 2016, the Company realigned two of its operating companies to different existing reportable segments based on consideration of services provided and alignment with segment management. The change in reportable segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been revised to align with the new reportable segment structure. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 ("ASU 2016-08), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 20160-08 will be effective for the Company in 2018. The Company is in the process of evaluating the guidance in these Accounting Standards Updates and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which will be effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. Under this amendment, deferred tax liabilities and assets would still be offset and presented as a single amount. Early adoption of the amendments is permitted and may either be applied prospectively or retrospectively. Deferred tax assets are currently reported as deferred income taxes and included as current assets in the condensed consolidated balance sheets. Adoption of the revised Accounting Standard will require the Company to reclassify the balance currently reported as deferred income taxes to other long-term liabilities in the condensed consolidated balance sheets. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which will be effective for the Company in 2018. For financing leases, a lessee is required to: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and 3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: 1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and 3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in 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 March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits should be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions 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. Approximately $4.1 million was included in the TL purchase price allocation related to this earnout on the opening balance sheet. The results of operations and financial condition of this acquisition have been included in our condensed consolidated financial statements since its acquisition date. The acquisition of Stagecoach is considered immaterial. The goodwill for the acquisition is a result of acquiring and retaining the existing workforce and expected synergies from integrating the operations into the Company. Purchase accounting for the Stagecoach acquisition is considered final except for deferred taxes and goodwill, as final information was not available as of March 31, 2016 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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. The Company has four reporting units for its three operating segments: one reporting unit for its TL segment; one reporting unit for its LTL segment; and two reporting units for its Global Solutions segment. For purposes of the impairment analysis, the fair value of the Company's reporting units is 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 the underlying assumptions. The Company completed the annual impairment analysis as of July 1, 2015, and determined no impairment had occurred. A decline in TL revenues due to declines in freight volumes and lower pricing yield during the quarter ended March 31, 2016 , resulted in a triggering event that required the Company to perform an interim goodwill impairment analysis of its TL reporting unit as of March 31, 2016 . The Company completed its interim impairment analysis of the TL reporting unit and determined no impairment had occurred. As a result, there is no goodwill impairment for any of the periods presented in the Company's condensed consolidated financial statements. As indicated in Note 1, in connection with the change in reportable segments, the Company reallocated goodwill between the TL and Global Solutions segments. The following is a rollforward of goodwill from December 31, 2015 to March 31, 2016 by reportable segment (in thousands): TL LTL Global Solutions Total Goodwill balance as of December 31, 2015 $ 262,870 $ 197,312 $ 230,936 $ 691,118 Adjustments to goodwill for purchase accounting 569 — — 569 Goodwill balance as of March 31, 2016 $ 263,439 $ 197,312 $ 230,936 $ 691,687 Intangible assets consist primarily of customer relationships acquired from business acquisitions. As indicated in Note 1, in connection with the change in reportable segments, the Company reallocated intangible assets between the TL and Global Solutions segments. Intangible assets as of March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying TL $ 58,468 $ (10,922 ) $ 47,546 $ 58,468 $ (9,714 ) $ 48,754 LTL 1,358 (1,033 ) 325 1,358 (1,017 ) 341 Global Solutions 38,427 (11,751 ) 26,676 38,427 (10,828 ) 27,599 Total $ 98,253 $ (23,706 ) $ 74,547 $ 98,253 $ (21,559 ) $ 76,694 The customer relationships intangible assets are amortized over their estimated five to 12 year useful lives. Amortization expense was $2.1 million for both the three months ended March 31, 2016 and 2015 . Estimated amortization expense for each of the next five years based on intangible assets as of March 31, 2016 is as follows (in thousands): Remainder 2016 $ 6,502 2017 8,558 2018 8,294 2019 7,990 2020 7,617 2021 7,435 Thereafter 28,151 Total $ 74,547 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2016 | |
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 $7.3 million . The following table presents information, as of March 31, 2016 and December 31, 2015 , about the Company’s financial liabilities (in thousands): March 31, 2016 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 5,825 $ 5,825 Total liabilities at fair value $ — $ — $ 5,825 $ 5,825 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 6,722 $ 6,722 Total liabilities at fair value $ — $ — $ 6,722 $ 6,722 The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 financial liability balance for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Balance, beginning of period $ 6,722 $ 7,665 Earnouts related to acquisitions — — Payments of contingent purchase obligations — (1,957 ) Adjustments to contingent purchase obligations (1) (897 ) — Balance, end of period $ 5,825 $ 5,708 (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 | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | 5. Long-Term Debt Long-term debt as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, December 31, Senior debt: Revolving credit facility $ 129,500 $ 143,149 Term loan 292,500 296,250 Total debt 422,000 439,399 Less: Current maturities (15,000 ) (15,000 ) Less: Debt issuance costs (5,890 ) (6,569 ) Total long-term debt, net of current maturities $ 401,110 $ 417,830 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. 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 March 31, 2016 , the Company had outstanding letters of credit totaling $21.3 million . As of March 31, 2016 , total availability under the revolving credit facility was $249.2 million and the average interest rate on the credit agreement was 3.9% . 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. The required maximum cash flow leverage ratio is 3.75 to 1.0 as of March 31, 2016 and decreases to 3.50 to 1.0 as of June 30, 2016. 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 credit agreement also prohibits the Company from paying dividends without the consent of the lenders. As of March 31, 2016 , the Company was in compliance with all of the financial covenants contained in the credit agreement. |
Stockholders' Investment
Stockholders' Investment | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' investment | 6. Stockholders’ Investment Changes in stockholders’ investment for the three months ended March 31, 2016 and 2015 consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Beginning balance $ 613,307 $ 558,775 Net income 3,065 13,604 Share-based compensation 549 796 Issuance of common stock from share-based compensation — 1,339 Excess tax benefit on share-based compensation — 811 Other changes (417 ) — Ending balance $ 616,504 $ 575,325 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
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. 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, 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. The Company had stock options and warrants outstanding of 2,575,585 as of March 31, 2016 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. As of March 31, 2015 , 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 March 31, 2016 2015 Basic weighted average common stock outstanding 38,284 38,011 Effect of dilutive securities Employee stock options 9 125 Warrants 55 1,140 Restricted stock units 24 65 Diluted weighted average common stock outstanding 38,372 39,341 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The effective income tax rate was 38.7% for both the three months ended March 31, 2016 and 2015 , respectively. 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) | 3 Months Ended |
Mar. 31, 2016 | |
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 $15.5 million as of March 31, 2016 . The potential maximum exposure represents the Company’s commitment on remaining lease payments on guaranteed leases as of March 31, 2016 . 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 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. The Company paid $2.3 million during the first quarter of 2016 associated with the lease purchase guarantee equipment. Payments made by the Company under the guarantees were de minimis during the first quarter of 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 , the Company had reserves for estimated uninsured losses of $6.9 million and $7.2 million , respectively. In addition to the legal proceedings described above, like many others in the transportation services industry, the Company is a defendant in five 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 . The Company paid an aggregate of $0.2 million to HCI for advisory fees and travel expenses during the three months ended March 31, 2016 . As of March 31, 2015 , the Company owed $0.1 million to HCI for the advisory fee and travel expenses incurred. No money was paid to HCI for the three months ended March 31, 2015 . The Company has a number of facility leases with related parties and paid an aggregate of $0.6 million and $0.1 million under these leases during the three months ended March 31, 2016 and 2015 , respectively. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
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: TL, LTL, and Global Solutions. As indicated in Note 1, the Company realigned two of its operating companies into different reportable segments. Segment disclosures as of December 31, 2015 and for the three months ended March 31, 2015 have been revised to reflect this change in reportable segments. 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 months ended March 31, 2016 and 2015 and as of March 31, 2016 and December 31, 2015 (in thousands): Three Months Ended March 31, 2016 2015 Revenues: TL $ 273,804 $ 271,995 LTL 113,430 131,645 Global Solutions 82,927 92,746 Eliminations (4,529 ) (7,416 ) Total 465,632 488,970 Operating income: TL $ 5,854 $ 15,471 LTL 1,159 8,659 Global Solutions 7,668 6,265 Corporate (4,075 ) (3,593 ) Total operating income 10,606 26,802 Interest expense 5,608 4,609 Income before provision for income taxes $ 4,998 $ 22,193 Depreciation and amortization: TL $ 6,844 $ 4,433 LTL 1,010 835 Global Solutions 1,288 1,281 Corporate 394 328 Total $ 9,536 $ 6,877 Capital expenditures: TL $ 4,458 $ 14,260 LTL 1,294 824 Global Solutions 1,690 63 Corporate 132 686 Total $ 7,574 $ 15,833 March 31, 2016 December 31, 2015 Assets: TL $ 763,542 $ 768,064 LTL 645,590 669,518 Global Solutions 317,771 319,703 Corporate 5,508 11,274 Eliminations (421,826 ) (449,003 ) Total $ 1,310,585 $ 1,319,556 |
Organization, Nature of Busin18
Organization, Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in 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 48 TL service centers and 24 company dispatch offices and is augmented by over 100 independent brokerage agents. Within its LTL business, the Company operates 47 LTL service centers throughout the United States, complemented by relationships with over 150 delivery agents. Within its Global Solutions business, the Company operates from seven service centers, ten dispatch offices, and four freight consolidation and inventory management centers throughout the United States. From pickup to delivery, the Company leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service to its customers, including domestic and international air and ocean transportation services. The Company operates primarily in the United States. |
Principles of Consolidation | 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, except as noted below with respect to the change in accounting principle and the change in reportable segments, 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. |
Changes in Accounting Principles | Change in Accounting Principle On January 1, 2016, the Company adopted a new methodology for accounting for debt issuance costs in accordance with the Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which requires debt issuance costs related to a recognized debt liability in the balance sheet to be presented as a direct reduction from the carrying amount of that debt liability. The change in methodology has been applied retrospectively. The balance of the debt issuance costs has been reclassified from other noncurrent assets to a direct reduction of long-term debt on the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015. |
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. In 2016, the Company realigned two of its operating companies to different existing reportable segments based on consideration of services provided and alignment with segment management. The change in reportable segments, which affected the TL and Global Solutions segments, did not have any impact on previously reported consolidated financial results, but prior year segment results have been revised to align with the new reportable segment structure. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), which was updated in August 2015 by Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued Accounting Standards Update No. 2016-08 ("ASU 2016-08), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. Both ASU 2014-09 and ASU 20160-08 will be effective for the Company in 2018. The Company is in the process of evaluating the guidance in these Accounting Standards Updates and has not yet determined if the adoption of this guidance will have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which will be effective for the Company in 2017. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in the statement of financial position. Under this amendment, deferred tax liabilities and assets would still be offset and presented as a single amount. Early adoption of the amendments is permitted and may either be applied prospectively or retrospectively. Deferred tax assets are currently reported as deferred income taxes and included as current assets in the condensed consolidated balance sheets. Adoption of the revised Accounting Standard will require the Company to reclassify the balance currently reported as deferred income taxes to other long-term liabilities in the condensed consolidated balance sheets. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which will be effective for the Company in 2018. For financing leases, a lessee is required to: 1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and 3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: 1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; 2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and 3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in 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 March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 will be effective for the Company in 2017 and includes simplification of the following aspects of share-based payment transactions: Accounting for income taxes - All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Classification of excess tax benefits on the statement of cash flow - Excess tax benefits should be classified along with other income tax cash flows as an operating activity. Forfeitures - An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. The Company 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | TL LTL Global Solutions Total Goodwill balance as of December 31, 2015 $ 262,870 $ 197,312 $ 230,936 $ 691,118 Adjustments to goodwill for purchase accounting 569 — — 569 Goodwill balance as of March 31, 2016 $ 263,439 $ 197,312 $ 230,936 $ 691,687 |
Intangible assets | March 31, 2016 December 31, 2015 Gross Accumulated Net Carrying Gross Accumulated Net Carrying TL $ 58,468 $ (10,922 ) $ 47,546 $ 58,468 $ (9,714 ) $ 48,754 LTL 1,358 (1,033 ) 325 1,358 (1,017 ) 341 Global Solutions 38,427 (11,751 ) 26,676 38,427 (10,828 ) 27,599 Total $ 98,253 $ (23,706 ) $ 74,547 $ 98,253 $ (21,559 ) $ 76,694 |
Estimated amortization expense | Remainder 2016 $ 6,502 2017 8,558 2018 8,294 2019 7,990 2020 7,617 2021 7,435 Thereafter 28,151 Total $ 74,547 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial liabilities measured at fair value on a recurring basis | March 31, 2016 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 5,825 $ 5,825 Total liabilities at fair value $ — $ — $ 5,825 $ 5,825 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Contingent purchase price related to acquisitions $ — $ — $ 6,722 $ 6,722 Total liabilities at fair value $ — $ — $ 6,722 $ 6,722 |
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 months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Balance, beginning of period $ 6,722 $ 7,665 Earnouts related to acquisitions — — Payments of contingent purchase obligations — (1,957 ) Adjustments to contingent purchase obligations (1) (897 ) — Balance, end of period $ 5,825 $ 5,708 (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) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | March 31, December 31, Senior debt: Revolving credit facility $ 129,500 $ 143,149 Term loan 292,500 296,250 Total debt 422,000 439,399 Less: Current maturities (15,000 ) (15,000 ) Less: Debt issuance costs (5,890 ) (6,569 ) Total long-term debt, net of current maturities $ 401,110 $ 417,830 |
Stockholders' Investment (Table
Stockholders' Investment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of changes in stockholders' investment | Three Months Ended March 31, 2016 2015 Beginning balance $ 613,307 $ 558,775 Net income 3,065 13,604 Share-based compensation 549 796 Issuance of common stock from share-based compensation — 1,339 Excess tax benefit on share-based compensation — 811 Other changes (417 ) — Ending balance $ 616,504 $ 575,325 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciling basic weighted average stock outstanding to diluted weighted average stock outstanding | Three Months Ended March 31, 2016 2015 Basic weighted average common stock outstanding 38,284 38,011 Effect of dilutive securities Employee stock options 9 125 Warrants 55 1,140 Restricted stock units 24 65 Diluted weighted average common stock outstanding 38,372 39,341 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of financial data of reportable segments | Three Months Ended March 31, 2016 2015 Revenues: TL $ 273,804 $ 271,995 LTL 113,430 131,645 Global Solutions 82,927 92,746 Eliminations (4,529 ) (7,416 ) Total 465,632 488,970 Operating income: TL $ 5,854 $ 15,471 LTL 1,159 8,659 Global Solutions 7,668 6,265 Corporate (4,075 ) (3,593 ) Total operating income 10,606 26,802 Interest expense 5,608 4,609 Income before provision for income taxes $ 4,998 $ 22,193 Depreciation and amortization: TL $ 6,844 $ 4,433 LTL 1,010 835 Global Solutions 1,288 1,281 Corporate 394 328 Total $ 9,536 $ 6,877 Capital expenditures: TL $ 4,458 $ 14,260 LTL 1,294 824 Global Solutions 1,690 63 Corporate 132 686 Total $ 7,574 $ 15,833 March 31, 2016 December 31, 2015 Assets: TL $ 763,542 $ 768,064 LTL 645,590 669,518 Global Solutions 317,771 319,703 Corporate 5,508 11,274 Eliminations (421,826 ) (449,003 ) Total $ 1,310,585 $ 1,319,556 |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details Textual) | 3 Months Ended |
Mar. 31, 2016SegmentCentersFacilitiesAgentsCentres | |
Operations [Line Items] | |
Number of Operating Segments | Segment | 3 |
TL [Member] | |
Operations [Line Items] | |
Number of Service Centers | 48 |
Number of Dispatch Offices | Centres | 24 |
Number of Independent Agents | Agents | 100 |
LTL [Member] | |
Operations [Line Items] | |
Number of Service Centers | 47 |
Number of Delivery Agents | Agents | 150 |
Global Solutions [Member] | |
Operations [Line Items] | |
Number of Service Centers | 7 |
Number of Dispatch Offices | Centres | 10 |
Number of Consolidation Facilities | Facilities | 4 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Millions | Jul. 28, 2015 | Mar. 31, 2016 |
Business Acquisition (Textual) [Abstract] | ||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 7.3 | |
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 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4.1 | |
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 |
(Narrative) (Details)
(Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets (Additional Textual) [Abstract] | ||
Impairment of goodwill | $ 0 | |
Amortization of Intangible Assets | $ 2,100,000 | $ 2,100,000 |
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 | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2015 | $ 691,118 |
Goodwill, Purchase Accounting Adjustments | 569 |
Goodwill balance as of March 31, 2016 | 691,687 |
TL [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2015 | 262,870 |
Goodwill, Purchase Accounting Adjustments | 569 |
Goodwill balance as of March 31, 2016 | 263,439 |
LTL [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2015 | 197,312 |
Goodwill, Purchase Accounting Adjustments | 0 |
Goodwill balance as of March 31, 2016 | 197,312 |
Global Solutions [Member] | |
Rollforward of goodwill by reportable segment | |
Goodwill balance as of December 31, 2015 | 230,936 |
Goodwill, Purchase Accounting Adjustments | 0 |
Goodwill balance as of March 31, 2016 | $ 230,936 |
(Intangible Assets Acquired fro
(Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 2,100 | $ 2,100 | |
Intangible assets | |||
Gross Carrying Amount | 98,253 | $ 98,253 | |
Accumulated Amortization | (23,706) | (21,559) | |
Net Carrying Value | 74,547 | 76,694 | |
TL [Member] | |||
Intangible assets | |||
Gross Carrying Amount | 58,468 | 58,468 | |
Accumulated Amortization | (10,922) | (9,714) | |
Net Carrying Value | 47,546 | 48,754 | |
LTL [Member] | |||
Intangible assets | |||
Gross Carrying Amount | 1,358 | 1,358 | |
Accumulated Amortization | (1,033) | (1,017) | |
Net Carrying Value | 325 | 341 | |
Global Solutions [Member] | |||
Intangible assets | |||
Gross Carrying Amount | 38,427 | 38,427 | |
Accumulated Amortization | (11,751) | (10,828) | |
Net Carrying Value | $ 26,676 | $ 27,599 |
(Amortization of Intangibles) (
(Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Estimated amortization expense | ||
Remainder 2,015 | $ 6,502 | |
2,016 | 8,558 | |
2,017 | 8,294 | |
2,018 | 7,990 | |
2,019 | 7,617 | |
2,020 | 7,435 | |
Thereafter | 28,151 | |
Net Carrying Value | $ 74,547 | $ 76,694 |
Fair Value Measurement (Liabili
Fair Value Measurement (Liabilities on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 7,300 | |
Financial liabilities measured at fair value on a recurring basis | ||
Total liabilities at fair value | 5,825 | $ 6,722 |
Income approach valuation technique [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | 5,825 | 6,722 |
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 | 5,825 | 6,722 |
Level 3 [Member] | Income approach valuation technique [Member] | ||
Financial liabilities measured at fair value on a recurring basis | ||
Contingent Liability, Fair Value Disclosure | $ 5,825 | $ 6,722 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Balance, beginning of period | $ 6,722 | $ 7,665 |
Earnouts related to acquisitions | 0 | 0 |
Payments of contingent purchase obligations | 0 | 1,957 |
Adjustments to contingent purchase obligation | (897) | 0 |
Balance, end of period | $ 5,825 | $ 5,708 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Senior debt: | ||
Total debt | $ 422,000 | $ 439,399 |
Less: Current maturities | (15,000) | (15,000) |
Less: Debt issuance costs | (5,890) | (6,569) |
Total long-term debt, net of current maturities and debt issuance costs | 401,110 | 417,830 |
Revolving credit facility [Member] | ||
Senior debt: | ||
Total debt | 129,500 | 143,149 |
Term loans [Member] | ||
Senior debt: | ||
Total debt | $ 292,500 | $ 296,250 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Sep. 24, 2015 | Jul. 09, 2014 | |
Line of Credit Facility [Line Items] | |||
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 | 21.3 | ||
Total availability under revolving credit facility | $ 249.2 | ||
Average interest rate on credit agreement | 3.90% | ||
Revolving credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350 | ||
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders' investment: | ||
Beginning balance | $ 613,307 | $ 558,775 |
Net Income | 3,065 | 13,604 |
Share-based Compensation | 549 | 796 |
Issuance of common stock from share-based compensation | 0 | 1,339 |
Excess tax benefit on share-based compensation | 0 | 811 |
Other changes | (417) | 0 |
Ending balance | $ 616,504 | $ 575,325 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,575,585 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||
Basic weighted average stock outstanding | 38,284,000 | 38,011,000 |
Dilutive weighted average stock outstanding | 38,372,000 | 39,341,000 |
Warrant [Member] | ||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||
Warrants | 55,000 | 1,140,000 |
Employee Stock Option [Member] | ||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||
Employee stock options | 9,000 | 125,000 |
Restricted Stock Units (RSUs) [Member] | ||
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | ||
Employee stock options | 24,000 | 65,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Taxes (Textual) [Abstract] | ||
Effective income tax rate | 38.70% | 38.70% |
Federal corporate income tax rate | 35.00% |
Guarantees (Details)
Guarantees (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Guarantor Obligations [Line Items] | |
Guarantees ExpirationYear | 2,020 |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 15.5 |
Loss Contingency Accrual, Payments | $ 2.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
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 | $ 6,900,000 | $ 7,200,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 12, 2011 | |
Related Party Transaction [Line Items] | |||
Related Party Transaction, Payment | $ 0.2 | ||
Annual advisory fee | $ 0.1 | ||
Related Party Transaction, Amounts of Transaction | $ 0.1 | ||
Facilities Lease [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Payment | $ 0.6 | $ 0.1 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)Segment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | Segment | 3 | ||
Schedule of financial data of reportable segments | |||
Revenues | $ 465,632 | $ 488,970 | |
Operating Income | 10,606 | 26,802 | |
Interest expense | 5,608 | 4,609 | |
Income before provision for income taxes | 4,998 | 22,193 | |
Depreciation and amortization | 9,536 | 6,877 | |
Capital expenditures, cash and non-cash | 7,574 | 15,833 | |
Total assets | 1,310,585 | $ 1,319,556 | |
Global Solutions [Member] | |||
Schedule of financial data of reportable segments | |||
Revenues | 82,927 | 92,746 | |
Operating Income | 7,668 | 6,265 | |
Depreciation and amortization | 1,288 | 1,281 | |
Capital expenditures, cash and non-cash | 1,690 | 63 | |
Total assets | 317,771 | 319,703 | |
TL [Member] | |||
Schedule of financial data of reportable segments | |||
Revenues | 273,804 | 271,995 | |
Operating Income | 5,854 | 15,471 | |
Depreciation and amortization | 6,844 | 4,433 | |
Capital expenditures, cash and non-cash | 4,458 | 14,260 | |
Total assets | 763,542 | 768,064 | |
LTL [Member] | |||
Schedule of financial data of reportable segments | |||
Revenues | 113,430 | 131,645 | |
Operating Income | 1,159 | 8,659 | |
Depreciation and amortization | 1,010 | 835 | |
Capital expenditures, cash and non-cash | 1,294 | 824 | |
Total assets | 645,590 | 669,518 | |
Corporate, Non-Segment [Member] | |||
Schedule of financial data of reportable segments | |||
Operating Income | (4,075) | (3,593) | |
Depreciation and amortization | 394 | 328 | |
Capital expenditures, cash and non-cash | 132 | 686 | |
Total assets | 5,508 | 11,274 | |
Consolidation, Eliminations [Member] | |||
Schedule of financial data of reportable segments | |||
Revenues | (4,529) | $ (7,416) | |
Total assets | $ (421,826) | $ (449,003) |